Explain the concept of separate legal personality and its consequences, with reference to Salomon v.

The doctrine: upon incorporation the company becomes a person in law separate from its members — the capstone authority Salomon v. Salomon (the company a distinct person; the member not the company; the incorporation's certificate as the legal birth). The consequences (the doctrine's gifts): the company owns its own property (the members own only their shares — different things); it sues and is sued in its own name; it contracts in its own name; perpetual succession (members come and go, the company continues); limited liability (the member's exposure capped at the unpaid amount on the shares). The Nepali authority (the modern application): Sumargi Parajuli vs. Himalaya Spring Water, NKP 2074, Vol. 5, D.N. 9809, p. 829 — the personality landmark: the shareholders personally agreed to sell their shares and "the industry"; the Supreme Court held that the company and its shareholders are separate legal persons — a shareholders' personal agreement, without the company's own authorisation, cannot bind the company; shares are the holders' personal property, but the company's assets are the company's — a share transfer does not carry the company's property. (Read with Unit 10's cases.)