Law Notes Business Associations Notes
These are comprehensive yet succinct notes. They set out the relevant legal principles, and material facts from a range of cases in order to demonstrate how those legal principles have been applied.
At the beginning of each document on each topic, there is a table of contents (hyperlinked so you can navigate easily through the document), and also an 'exam checklist', which you can use during revisions or exams to remind yourself of the key issues you have to address.
You can use these to q...
The following is a more accessible plain text extract of the PDF sample above, taken from our Business Associations Notes. Due to the challenges of extracting text from PDFs, it will have odd formatting:
BA 1-5 Intro to Constitution, Organs, Board of Directors and GM 1
1 Introduction to the Corporation and Incorporating Under Australian Law 3
Types of business associations 3
Companies under the CA (prop v public; limited by shares/guarantee etc) under s 112 3
Proprietary vs public companies 3
Proprietary: small vs large proprietary companies 3
Types of company liability: shares vs guarantee etc 4
Deciding whether or not to incorporate 4
Registration of companies under CA 4
How to register – lodge application under s 117 4
Naming company 5
What ASIC does with registration application: s 118, 119 6
Effect of registration 6
Obligations on company - must set out name on all public docs: s 153(1) 6
Company rights 6
Legal personhood of company: s 124 7
Company’s pre-registration contract: ss 131 – 3 9
Small business guide – for proprietary companies limited by shares – see CA. 9
Appendix of statute: 9
S 45A Types of companies 9
112 Types of companies 11
113 Proprietary companies 11
114 Minimum of 1 member 12
117 Applying for registration 12
Procedures for registration – ss 117 – 121 and s 114 - detail 15
2 separate legal personality 16
Salomon 17
3 piercing the corporate veil 20
Statute: s 588G: 20
Ground 1# Fraud or improper conduct (Gilford; Jones v Lipman) 20
Ground 2#: Agency (SSK) 20
Ground 3#: Issues when a corporate group and involuntary creditors 22
4(A) Corporate Constitution and decision making 22
Constitution: adopting, modifying, distributing, its effect, limiting effect: ss 136 – 140 23
S141 – Table of Replaceable Rules 25
4(B) Board of Directors 27
1. Intro: Powers of directors v shareholders 27
Principles: re Directors’ Independence in the Exercise of their Powers: Automatic Self-Cleansing; Marshall’s Valve Gear 29
Cases: Automatic Self-Cleansing; marshall’s valve gear; john shaw 29
2. Have directors been validly appointed? Appointment, Remuneration, and Cessation of Appointment 30
Corporations Act 2001 Part 2D.3 32
Executive Directors’ Service Contracts 34
3. Has the Board made an effective decision? s 248A - G 34
4(C) General Meeting: Part 2G.2 ss 249 onwards 38
Procedure for general meetings and passing resolutions 39
2. Have the disclosure obligations been met? s 249L; Holmes; Fraser v NRMA; Re Marra; also s 12DA 45
3. If the formalities haven’t been complied with, could the resolution of the general meeting still be valid under the doctrine of unanimous consent? 51
4. Issues with GM curing contraventions of Director? 51
Three types of business associations: sole trader, unincorporated associations and corporations.
Sole trader: individual
Unincorporated associations: (partnerships, limited partnerships, joint ventures, syndicates, trusts, unincorporated non-profit associations),
Note on unincorporated associations: s 115(1): Cannot have a partnership that has as an object gain for itself or members, and is greater than 20 people. Have to incorporate.
(exception – for some professions or calling specified since ethical rules or regulating statute of some professions have traditionally restricted practice in incorporated form. See Corporations Regulations reg 2A.1.01
Corporations include:
Associations incorporated under associations incorporated act
Co-ops
Chartered corporations
corporations created by special act of pmt
banks and insurance companies
ATSI corporations
Credit unions, permanent buildings societies and friendly societies
Companies under the CA: under s 112 below
A company registered under CA or predecessor statute is referred to as a company: s 9 , 1378
Where CA refers to corporations and body corporate extends to reach of provisions to corporations formed under other statutes or sources of power and to unincorporated bodies with some corporate characteristics: s 9
Proprietary companies: (Definition: company that is registered as or converts to a proprietary company under the CA: s 45A(1) | Limited by shares |
Unlimited with share capital | |
Public companies: | Limited by shares |
Limited by guarantee | |
Unlimited with share capital | |
No liability company |
Proprietary companies: (no more than 50 non-employee shareholders (s 113(1), and cannot engage in any behavior which would require disclosure under part 6D to investors ( s 113(3)):
Limited by shares
Unlimited with share capital
Public companies: (Greater disclosure requirements: need to produce both financial reports and have external auditor.)
Limited by shares
limited by guarantee
unlimited with share capital
no liability ( s 112(2)
A small proprietary company generally has reduced financial reporting requirements (s 292(2)). | |
Proprietary companies | Small proprietary company: S 45A(2) If it satisfies at least 2 of s 45A(2)(a), (b) or (c). (a) consolidated revenue for financial year of company and controlled entities is less than $25 mill (b) value of gross assets at end of financial year of company and controlled entities less than $12.5 mil (c) company and entities it controls have fewer than 50 employees at end of financial year |
Large proprietary company: satisfies at least 2:
|
Types of company liability:
Limited by Shares: Liability is limited to the paid up value of your share plus any outstanding amount on partially paid shares.
Limited by Guarantee: Limited to...
Buy the full version of these notes or essay plans and more in our Business Associations Notes.
These are comprehensive yet succinct notes. They set out the relevant legal principles, and material facts from a range of cases in order to demonstrate how those legal principles have been applied.
At the beginning of each document on each topic, there is a table of contents (hyperlinked so you can navigate easily through the document), and also an 'exam checklist', which you can use during revisions or exams to remind yourself of the key issues you have to address.
You can use these to q...
Ask questions 🙋 Get answers 📔 It's simple 👁️👄👁️
Our AI is educated by the highest scoring students across all subjects and schools. Join hundreds of your peers today.
Get Started