FUNDAMENTAL OF BUSINESS AND CORPORATIONS LAW BLAW-5016

MODULE 8

LECTURE 8 – LEARNING OUTCOMES

LEARNING OUTCOME

Foundation concepts underlying companies

Australian Securities and Investments Commission (ASIC) and company

Registration

Classification, types and status of companies

Registration process and its consequences.

PARAGRAPHS FROM TEXT BOOK

Foundation Concepts

8.1What is a company?

8.2 Company versus corporation

8.3 Doctrine of separate legal entity

8.4 The concept of the corporate veil

8.5 Circumstances in which the courts may lift or pierce the corporate veil

8.6 -8.10 Piercing the corporate veil at common law

8.11-8.17 Piercing the corporate veil under the Corporations Act

8.18-8.19 The concept of limited liability

Australian Securities and Investments Commission

8.27 About ASIC

8.28 ASIC’s objectives

8.29 ASIC’s functions and powers

Company Classification and Types

8.31 Classification of companies

8.32-8.36 Classification of companies By public status

8.35-8.37 Sub-classification of proprietary companies: small and large

8.38 Features of Public company

8.40-8.44 Classification of companies according to the liability of members

8.45 Changing the type of company

Incorporation Process

8.53-8.62 The incorporation process – Phase 1 – The pre-registration requirements

8.63 -8.65 The Incorporation process – Phase 2 – Registration by ASIC

8.66-8.84 The Incorporation process – Phase 3 – Post Registration obligations

CASES

Salomon v Salomon & Co Ltd

Lee v Lee’s Air Farming Ltd

Macaura v Northern Assurance Co

Re Darby

Gilford Motor Co Ltd v Horne

Smith & Knight v Birmingham

Little v ASIC

SECTIONS OF THE CORPORATIONS ACT

45A; 112; 113; 114; 117; 162; 163; 588G.