TRANSPLANTING AND TRANSFORMING CORPORATE PERSONALITY IN INDIA: THE LEGISLATIVE SHIFT FROM THE COMPANIES ACT 1956 TO 2013

AUTHOR – PRIYANSHU GUPTA* & DR. TARU MISHRA**

* STUDENT AT AMITY LAW SCHOOL LUCKNOW, AMITY UNIVERSITY UTTAR PRADESH LUCKNOW CAMPUS

** ASSISTANT PROFESSOR OF LAW AT AMITY LAW SCHOOL LUCKNOW, AMITY UNIVERSITY UTTAR PRADESH LUCKNOW CAMPUS

BEST CITATION – PRIYANSHU GUPTA & DR. TARU MISHRA, TRANSPLANTING AND TRANSFORMING CORPORATE PERSONALITY IN INDIA: THE LEGISLATIVE SHIFT FROM THE COMPANIES ACT 1956 TO 2013, INDIAN JOURNAL OF LEGAL REVIEW (IJLR), 6 (4) OF 2026, PG. 507-520, APIS – 3920 – 0001 & ISSN – 2583-2344.

ABSTRACT

This research provides a comprehensive examination of the historical, theoretical, and statutory dimensions of corporate personality, which serves as the foundational legal fiction of the global capitalist economy. Tracing the evolution of the corporate form from ancient Roman jurisprudence and mercantile sovereign concessions to its definitive crystallization in the landmark Salomon v. A. Salomon & Co. Ltd. (1897) decision, the study explores how the doctrine of the separate legal entity democratized limited liability and catalyzed economic development. Furthermore, it undertakes a comparative analysis of the doctrine’s trajectory within the Indian legal context, highlighting the vital legislative transition from the facilitative, colonial-era Companies Act of 1956 to the increasingly autochthonous and accountability-driven framework of the Companies Act, 2013.

By critically evaluating the Fiction, Concession, Realist, and Bracket theories, the research elucidates the philosophical underpinnings of corporate autonomy and the allocation of fundamental rights to artificial entities. It also details the profound operational privileges generated by this doctrine, including limited liability, perpetual succession, the capacity to litigate, and separate property ownership. Finally, the paper addresses the enduring tension between protecting entrepreneurial risk and ensuring corporate accountability. It critiques the absolute application of the corporate veil particularly concerning mass torts and multinational enterprise liability and examines the statutory integration of Corporate Social Responsibility (CSR) as a structural mechanism to reconcile the economic utility of the corporate fiction with the demands of societal justice.

Keywords: Corporate Personality, Separate Legal Entity, Limited Liability, Salomon v. Salomon, Corporate Social Responsibility (CSR)