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Lifting The Corporate Veil Notes

Law Notes > Corporations Law Notes

This is an extract of our Lifting The Corporate Veil document, which we sell as part of our Corporations Law Notes collection written by the top tier of Monash University students.

The following is a more accessble plain text extract of the PDF sample above, taken from our Corporations Law Notes. Due to the challenges of extracting text from PDFs, it will have odd formatting:

Topic 2: Registration/Lifting the Corporate Veil A company is an 'artificial entity recognised by the law as a legal person with its own rights and liabilities'

1. Preincorporation a. A company can ratify a preincorporation contract made on its behalf 131133

2. Registering a company: a. s 117(1): To register a company, a person must lodge an application with ASIC. b. s 117(2): It must state: i. (a) the type of company ii. (b) the company's proposed name

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147(1) Can't be identical to another registered name or unacceptable for registration (Minister may consent in writing to the name even if it breaches these requirements (2))

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148(2) a limited company must have the words 'limited' at the end unless section 150 or 151 applies. A limited proprietary company must have the words 'proprietary limited' at the end of its name i.

150: doesn't need limited if it is a charity (1), the company's constitution prohibits the company paying fees to its directors (2)

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148(3) an unlimited proprietary company must have the word 'proprietary'

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148(4) no liability company must have 'no liability'

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149 Acceptable abbreviations: Pty, Ltd, NL

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152 Can lodge an application to reserve a name

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153 A company must have its name and CAN on all public documents and negotiable instruments except for a receipt (154)

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156 It is a strict liability offence to carry out business with an incorrect name

iii. (c/d/e/f) name and address of each member/director/secretary iv. (g) address of company's office v. (h) public company only: opening hours of office (if not standard opening hours) vi. (j) address of company's proposed principal place of business (if not office) vii. (k) For a company limited by shares or an unlimited company:

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Number and class of shares each member has

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The amount they pay for it

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Whether each share will be fully paid/partly paid

viii. (l) For a public company limited by shares or an unlimited company: if shares are issued for noncash consideration, the particulars about the issue of the shares ix. (m) for a company limited by guarantee: the amount of the guarantees x. (ma/mb) details about holding company xi. (n) the state or territory where the company is registered.

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