BCL – L1 – Q58 – Alternative forms and constitutions of business organisations

(a). Explain the legal distinctions between a sole proprietorship, partnerships, and companies.

(b). Describe the types of companies under the Companies Act 2019 (Act 992).

(c). Explain the effect of separate legal personality and the veil of incorporation of companies.

(a). Sole proprietorship and partnership cannot exist as a legal entity while companies exist as legal entities.

(b). The businesses are distinct in terms:

  • A limited liability company or a company limited by shares.
  • A company limited by guarantee.
  • An unlimited liability company.

(c). A company is a separate legal entity as distinct from its members, therefore it is separate at law from its shareholders, directors, promoters etc and as such is conferred with rights and is subject to certain duties and obligations. The principle of veil of incorporation is a legal concept that separates the personality of a corporation from the personalities of its shareholders and protects them from being personally liable for the company’s debts and other obligations.