Distinguish between the following: Doctrine of indoor management Vs. Doctrine of Alter Ego.

CS Executive · Company Law · PYQS · December 2019
Distinguish between the following: Doctrine of indoor management Vs. Doctrine of Alter Ego.

Answer & Explanation:

Doctrine of Indoor Management: The doctrine operates to protect the outsiders against the company. In Royal British Bank v. Turquand, (1856) 119 E.R. 886 , persons dealing with a company having satisfied themselves that a transaction is not in its nature inconsistent with the memorandum and articles, are not bound to inquire the regularity of any internal proceedings. According to this doctrine, persons dealing with the company need not inquire whether internal proceedings relating to the contract are followed correctly, once they are satisfied that the transaction is in accordance with the memorandum and articles of association. The doctrine helps in protecting external members from the company and states that the people are entitled to presume that internal proceedings are as per documents submitted with the Registrar of Companies. Hence, if an act is authorized by the Memorandum or Articles of Association, then the outsider can assume that all detailed formalities are observed in doing the act. This is the Doctrine of Indoor Management or the Turquand Rule. Doctrine of Alter Ego: It involves ignoring the status of shareholders, officers and directors of a company in reference to their liability in their respective capacity so that they may be held personally liable for their actions when they have acted fraudulently or unjustly. In Lennards Carying Co. Ltd. v. Asiatic Petroleum Co. Ltd. [1915] AC 705 , The House of Lords stated that the default of the managing director who is the 'directing mind and will' of the company, would be attributed to him and he be held for the wrong doing of the company. This doctrine was explained in the case of International Aircraft Trading vs. Manufacturers Trust Co. The term alter ego can be described as the part of someone's personality that is usually not seen by the others. A Company is deemed to be one and same as the owner of the company and vis a vis the principle of alter ego can only be applied in one direction that is to make company liable for an act committed by a person or group of persons who control the affairs of the company as they represent the alter ego of the company. Directors and other persons who have control over the management of the company can be held liable for the acts committed by or on behalf of the company under the Doctrine of Alter ego. Since the corporation does not have mind of its own; so, its active and directing will must be sought in the person who is really directing the mind and will of the corporation, the very ego and centre of the personality of the corporation.

Topics: Company Law Principles

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