ABSTRACT

One of the most fundamental principles of Commonwealth Caribbean company law is the rule that a company incorporated under a Companies Act is a legal entity separate and distinct from its members. What this means is that a company is capable of enjoying rights and being subject to liabilities different from those enjoyed or borne by its shareholders. 1 This is captured in company law theory by the metaphor that a company has a separate legal personality. 2 Indeed, the metaphor continues that on incorporation, a veil is drawn between the company’s personality and that of its shareholders. 3