05. Characteristics, liability, veil of incorporation. Flashcards
The case that established that a properly incorporated limited company is a legally distinct entity from its members and directors.
Saloman v Saloman (1897)
Limited liability only extends to …
members.
The liability of a company’s members is determined by its …
constitution (articles)
In a company limited by shares, outstanding share premium may only be demanded from …
the original subscriber.
In a company limited by shares, outstanding share capital may be demanded from …
the holder of the share.
A members ‘guarantee’ in a company limited by guarantee is only relevant …
in the event of its winding up.
An asset of a company, including some timber …
is not an asset of its member(s)
see Macaura v Northern Assurance
Deeming a subsidiary company an agent of its holding company, thereby extending liability for its acts to that holding company is an example of …
lifting the veil of incorporation
T/F: the veil of incorporation is routinely lifted in the situation of parent companies and wholly owned subsidiaries.
FALSE
In Firestone Tyre v Lewellin, a subsidiary was deemed an agent of its holding company in order to …
create a tax liability.
In SSS v Birmingham, a subsidiary was deemed an agent of its holding company in order to …
give entitlement to compensation regarding a compulsory purchase.
In Re H and others, a subsidiary was deemed an agent of its holding company in order to …
prevent the removal of assets pending the result of an investigations by HM Customs and Excise.
T/F: the veil of incorporation is routinely lifted if a wholly owned subsidiary has no assets in order to allow creditors and claimants access to the resources of the holding company.
FALSE
In Daimler v Continental, the veil of incorporation was lifted in order to …
expose illegal trading with the enemy.
In Ebrahimi v Westbourne, the veil of incorporation was lifted in order to …
grant a just and equitable solution to a quasi-partnership where relations had irrevocably broken down.
