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Microlesson · 5-min read

Company, Company Incorporated Outside India and Body Corporate — Definitions

## Company, Company Incorporated Outside India & Body Corporate

The Companies Act, 2013 distinguishes between three closely related but legally distinct entities. Getting these definitions right is foundational because every later chapter (incorporation, prospectus, share capital, deposits, etc.) presumes you can correctly classify a given entity.

### 1. Company

A Company means a company incorporated under this Act (Companies Act, 2013) or under any previous company law (e.g., Companies Act 1956, 1913, etc.).

Key point: the entity must be incorporated in India under an Indian companies legislation.

### 2. Company Incorporated Outside India

A company incorporated under any Act outside India (i.e., under a foreign country's company law).

It is NOT a 'Company' for the purposes of the 2013 Act, but it can still be a Body Corporate.

### 3. Body Corporate

Body Corporate = a corporate entity which has separate legal existence.

It is the widest of the three terms.

Body Corporate INCLUDES:

  • Company incorporated in India
  • Company incorporated outside India
  • Limited Liability Partnership (LLP)

Body Corporate DOES NOT INCLUDE:

  • Co-operative society
  • Sole Proprietorship
  • Partnership Firm

### Relationship — the funnel

```

Body Corporate (widest)

├── Company (incorporated in India under Companies Act)

├── Company Incorporated Outside India

└── LLP

```

Every Indian Company is a Body Corporate, but not every Body Corporate is a Company under the 2013 Act.

### Quick decision tree

1. Is it incorporated under an Indian companies law? → Company (and also a Body Corporate).

2. Is it incorporated under a foreign companies law? → Company Incorporated Outside India (and also a Body Corporate).

3. Is it an LLP? → Body Corporate, but NOT a Company.

4. Is it a partnership firm / sole proprietorship / co-operative society? → Neither a Company nor a Body Corporate.

Worked example

### Example 1

Example 1 — Indian incorporated company

Reliance Industries Ltd. was incorporated in 1973 under the Companies Act, 1956.

  • It was incorporated under a previous company law → it is a Company under the Companies Act, 2013.
  • Every Company is a Body Corporate → it is also a Body Corporate.

### Example 2

Example 2 — Foreign company with Indian subsidiary

Apple Inc. is incorporated under the USA Companies Act and operates in India through its subsidiary Apple India Pvt. Ltd.

  • Apple Inc.: Incorporated abroad → NOT a Company under the 2013 Act, but IS a Company Incorporated Outside India and a Body Corporate.
  • Apple India Pvt. Ltd.: Incorporated in India → it is a Company AND a Body Corporate under the Companies Act, 2013.

### Example 3

Example 3 — Partnership firm

A partnership firm 'X & Co.' registered under the Indian Partnership Act, 1932.

  • It is NOT a Company.
  • It is also NOT a Body Corporate (partnership firm is expressly excluded).
  • It has no separate legal personality from its partners.

⚠️ Common exam mistakes

  • Treating 'Body Corporate' and 'Company' as synonyms — Body Corporate is wider and includes LLPs and foreign companies.
  • Classifying an LLP as a 'Company' — an LLP is a Body Corporate but NOT a Company under the Companies Act, 2013.
  • Including partnership firms or sole proprietorships under Body Corporate — they are expressly excluded because they lack separate legal existence.
  • Forgetting that a co-operative society is excluded from the definition of Body Corporate.
  • Calling a foreign-incorporated company a 'Company' under the 2013 Act — it is a 'Company Incorporated Outside India', not a 'Company'.
Reference: Section 2 (definitions) — Companies Act, 2013
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