# Company, Body Corporate & Government Company

These three definitions establish what qualifies as a 'company' and how the Act treats foreign / cooperative / government-owned entities.

## 1. Company [Sec 2(20)]

> A company incorporated under this Act or under any previous company law.

Characteristics (derived from the definition):

Incorporated association — birth through registration
Artificial person — created by law, not by nature
Separate legal entity — distinct from members (Salomon v. Salomon principle)
Perpetual succession — death/insolvency of members does not affect company
Common seal — OPTIONAL (post-2015 amendment). Documents are valid if signed by 2 directors, OR 1 director + Company Secretary (where a CS has been appointed) — even without a seal.

Examples: RIL (1973), Tata Steel (1907), Infosys (1981).

## 2. Body Corporate / Corporation [Sec 2(11)]

Inclusive definition — includes foreign companies, but excludes:

1. Co-operative societies registered under any law relating to co-operative societies; and

2. Any other body corporate (not being a company under this Act) notified by the Central Government.

Entity	Body Corporate?
Indian Pvt Ltd	Yes (also a 'company')
Apple Inc. (foreign company)	Yes
Co-operative Housing Society	NO (excluded)
LLP	Yes (it's a body corporate under LLP Act)
Partnership firm	NO (no separate legal entity)

## 3. Government Company [Sec 2(45)]

A company in which not less than 51% of paid-up share capital is held by:

CG, or
Any SG, or
Partly CG and partly one or more SG.

Plus: Includes a company that is a subsidiary of such a government company (deemed government company).

> Test the 51% only on paid-up share capital — not authorised, not issued.

Worked example

### Example 1

Q: ABC Ltd's paid-up capital is held 40% by Central Govt, 12% by Govt of Maharashtra, and 48% by public. Is ABC a Government company?

A: Yes. CG + SG holding = 52% ≥ 51%. Sec 2(45) is satisfied.

### Example 2

Q: PQR Ltd is a wholly-owned subsidiary of ABC Ltd (a Government company). Is PQR a Government company?

A: Yes. Sec 2(45) deems a subsidiary of a Government company to be a Government company itself.

### Example 3

Q: Is a Co-operative Credit Society incorporated under the Maharashtra Co-operative Societies Act a 'body corporate' under the Companies Act?

A: No. Sec 2(11) expressly excludes co-operative societies.

⚠️ Common exam mistakes

Saying a company must have a common seal — it is optional since 2015.
Treating LLPs and foreign companies as outside 'body corporate' — they are included.
Calculating the 51% test on authorised or issued capital instead of paid-up capital.
Forgetting that a subsidiary of a Government company is itself deemed a Government company.
Including co-operative societies as 'bodies corporate' — they are expressly excluded.

Bare-Act text Section 2(20), 2(11), 2(45) · Companies Act, 2013 · click to expand

Sec 2(20): 'Company' means a company incorporated under this Act or under any previous company law. Sec 2(11): 'Body corporate' or 'corporation' includes a company incorporated outside India, but does not include — (i) a co-operative society registered under any law relating to co-operative societies; and (ii) any other body corporate (not being a company as defined in this Act), which the Central Government may, by notification, specify in this behalf. Sec 2(45): 'Government company' means any company in which not less than fifty-one per cent of the paid-up share capital is held by the Central Government, or by any State Government or Governments, or partly by the Central Government and partly by one or more State Governments, and includes a company which is a subsidiary company of such a Government company.

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