Company Law 266 Assignment

In: Business and Management

Submitted By seamon6456
Words 1298
Pages 6
Question 1

Once the company is successfully registered, it becomes a separate legal entity which is different from its directors, owners, and shareholders. The company could have its own right and asset, and also property. Meanwhile, the money and resources of the company could only be used for business purpose. Even the directors can’t use the company’s asset for private uses. (Guides to obligations of proprietary limited companies 2012).

According to the case, the four people want to establish a company which specializing in coffee and coffee related accessories. What they invest in company is no longer belong to their own. They can get the company’s shares depend on their communication result. The money they invest in the coffee company only can use for the operation of the business.

One advantage to set up a company is when the company has debts, Shareholders of a company are not liable (in their capacity as shareholders) for the company’s debts (Guides to obligations of proprietary limited companies 2012). As shareholders, their only obligation is to pay the company any amount unpaid on their shares if they are called upon to do so. However, if a shareholder is also a director, the situation could be different. According to the case, the people who set up the coffee company each own 1000 shares at 2 at $2 a share and all shares are to be fully paid.

Normally, if the coffee company is in debt, the shareholders don’t need to pay anything because they all fully pay the shares. At the same time .Joan, Anna, Prafula and Susanna are the directors of the company, so the situation is complicated.

A director of a company may be liable for debts incurred by the company if the company is trading whilst it is insolvent. It depends on different situations. One situation is when any losses the company suffers from a breach of certain director’s duties, the…...

Similar Documents

Company Law

...and research into the topic, which will form the base for the mid-term written assignment. At the end of the e-learning sessions, students should have a working understanding of: • What is meant by ‘corporate governance’; • Key milestones in the development of corporate governance in Singapore; • The regulatory framework for corporate governance in Singapore; • The interaction between Company Law and corporate governance; • Key regulatory mechanisms for Corporate Governance in Singapore; and • The provisions and operation of the Singapore Code of Corporate Governance 2012 Readings Many articles have been posted to help you along with writing the essay but you are required to be discerning and make your own selection of which articles to read. You may also do your own research to supplement the articles. Matters for study and independent research / discussion 1. What do you understand by the term ‘Corporate Governance’ and what are its objectives? 2. What are the current issues and debates facing listed companies, and how these issues are resolved, if any by the recent Code of Corporate Governance, 2012? 3. What are some of the key available mechanisms to facilitate the practice of good corporate governance and how do these operate to do so? 4. The recorded lectures are centred on the Code of Corporate Governance, 2005 and the assignment is based on amendments to the 2005 Code which brings forth the Code of......

Words: 398 - Pages: 2

Company Law

...Umunna represent the law in Singapore? To determine whether the decision in Island Export Finance Ltd (IEF Ltd) v Umunna represent the law in Singapore, the application of the common and statutory law will be used. Upon applying the right principles, the decision will represent Singapore law. Resignation to take up a corporate opportunity Singapore law states that the court held a director breached of his duty by taking up the opportunity if he resigns from a company to take up a corporate opportunity without the company’s permission where (i) the resignation was prompted or influenced by a desire to acquire the opportunity sought by the company or (ii) it was the director’s position with the company rather than a new initiative that led the director to the opportunity which the director later acquired. Intention for resignation A director will be held in breach of duty if his main intention of resignation is to take up the opportunity. Based on the facts, Umunna resigned due to his dissatisfaction with IEF. Hence, U was held not in breach of his fiduciary duty. This aligned with Singapore law as seen from Personal Automation Mart [PAM] v Tan Swe Sang where Tan resigns to take advantage of the contract sought by PAM and the court held that Tan had breached her fiduciary duties. Definition of corporate opportunity and source of information Singapore law defines a corporate opportunity as a business opportunity which the company is......

Words: 1718 - Pages: 7

Company Law

...The Companies Act 2006 ( CA2006) was implement on 1st of October 2009. The Act contains an extensive code of company for United Kingdom and altered most of the aspect of the law in relation to companies. Furthermore, plenty of provisions for public and private had been introduced. Moreover the long term of investment and shareholder engagement has been enhanced. Sole Trader is owned or run a private corporation by one person who can control over decision making. Moreover the owner entitled to receive an all the profits. The drawbacks are unlimited risk for example the owner is entitled to pay off the debenture and damage of his business. It also has finance limited to resources of an individual. Partnership is consists of two or more individual and equally liable for the debts incurred by the business. It can share expensive resources and risks together. Moreover, undertake heavy workload. There would be a problem if the partnership changes. Limited Liability Partnership is a general partner which was introduced by The Limited Libility Partnership Act 2000. It is a separate legal personality and hybrid. Do not need to apply Partnership law. Partners are not directly responsible for debts. Limited Liability Company is a separate legal entity personality with limited liability. Has potential to acess winder range of funding. The disadvantages are accounting arrangement made public. It may be an illusion for small company. Company limited by Shares have ability to increase...

Words: 312 - Pages: 2

Company Law

...MEANING, CHARACTERISTICS AND TYPES OF A COMPANY STRUCTURE 1.0 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 1.0 Objective Introduction Meaning of Company Characteristics of a Company Distinction between Company and Partnership Types of Company Summary Keywords Self Assessment Questions Suggested Readings OBJECTIVE After reading this lesson, you should be able to: (a) (b) (c) 1.1 Define a company and explain its features. Make a distribution between company and partnership firm. Explain the various types of companies. INTRODUCTION Industrial has revolution led to the emergence of large scale business organizations. These organization require big investments and the risk involved is very high. Limited resources and unlimited liability of partners are two important limitations of partnerships of partnerships in undertaking big business. Joint Stock Company form of business organization has become extremely popular as it provides a solution to (1) overcome the limitations of partnership business. The Multinational companies like Coca-Cola and, General Motors have their investors and customers spread throughout the world. The giant Indian Companies may include the names like Reliance, Talco Bajaj Auto, Infosys Technologies, Hindustan Lever Ltd., Ranbaxy Laboratories Ltd., and Larsen and Tubro etc. 1.2 MEANING OF COMPANY Section 3 (1) (i) of the Companies Act, 1956 defines a company as “a company formed and registered under this Act or an existing company”. Section 3(1) (ii) Of the......

Words: 114302 - Pages: 458

Company Law

...in Public Law: Challenges and Perspectives, Faculty of Law, Universiti Teknologi MARA (UiTM), 13th to 14 December 2011, Shah Alam, Malaysia. ABSTRACT In Newton v Birmingham Small Arms Co (1906), the English court made it clear that the rights of auditors cannot be abridged nor restricted by any regulations of the company. This is to ensure that the auditors’ rights are secured. The rights are unqualified and this will enable auditors to discharge their role and duties effectively. Additionally, the Companies Act 1965 (CA) gives substantive powers to enable auditors to carry out their duties effectively. This is because if their hands are tied, they will not be able to uncover any wrongdoings by the company’s management. In fact, any one who obstructs their duties, is in breach of the CA. Auditors have a right of access at all reasonable times to the accounting records and other records, including registers of the company. Moreover, the CA provides that auditors enjoy qualified privilege in certain circumstances. Thus, this study investigates imperative issues on the office of auditors concerning rights, powers and privilege. This is to strengthen the role and duties of auditors to bring about a more meaningful existence of auditors. In doing so, this study will explore the necessary reforms that should be made on the issues concerning the office of auditors. Auditors’ office and powers should not be taken lightly. Nevertheless, the provisions in ‘the Companies Act’,......

Words: 5159 - Pages: 21

Company Law

...Company Law - By Avinash Balakrishna Written by Hanumant's Law Journal Saturday, 07 August 2010 23:49 - Last Updated Wednesday, 20 October 2010 16:39 Click here to read Notes on Company  Law (Contributed by Avinash Balakrishna  avi.b89@gmail.com ) 1. Explain the Advantages and Disadvantages of Incorporation of a Company. (L) 2. Distinction between Company and Partnership.(M) 3. When can Corporate Veil of a Company be Lifted?(L) 4. Write a Note on Pre-incorporation Contracts.(M) 5. Is company a citizen?(S) 6. Explain the Procedure for Registration of a Company.(S) 7. Write a Note on Certificate of Incorporation (sec 34 and 35)(S) 8. Explain the Clauses of Memorandum of Association OR Explain the Importance of Memorandum of Association.(L) 9. Explain the Procedure for Alteration of Memorandum of Association.(M) 10. Articles of Association.(L) 11. Difference between articles and memorandum.(S) 12. Alteration of articles (sec 31)(S) 13. Explain the Doctrine of Ultra-vires.(L) 14. Explain the Doctrine of Constructive Notice.(L) 15. Explain the Doctrine of Indoor Management OR Explain the Rule laid down in Royal British Bank v. Turquand.(L) 16. Prospectus(M) 17. Prospectus- Remedies for Misrepresentation(M) 18. Promoters.(M) 19. Directors- Powers, Duties and Position.(L) 20. 21. 22. 23. 24. Quorum (Section 174).(S) Kinds of Companies.(L) Government Company.(S) Conversion of a Private Company into a Public Company.(M) What are the Advantages of a Private Company?(M) 1/2 Company...

Words: 298 - Pages: 2

Company Law

...Charles Prospect to |give the required presentation to the client | | |deliver his presentation to Bean & Co. |It should clearly describe the personality of a company | | |The report will be assessed for the |separate from its owners and board | | |demonstrated knowledge of the legal |It should also describe the process by which a company | | |formation of a company, forms of |can be formed and registered | | |corporate body and procedures for company|The different forms of corporate body that can be formed| | |formation. Case Study 1 provides |should be clearly described | | |background information for this. | | | | | | | | | | | |Candidates should give written answers to|Answers should provide clear understanding of how a | | |the three questions on company finance. |company’s financial arrangements can be understood | |2. | |Shares ......

Words: 3692 - Pages: 15

Company Law

...Chapter: 622 Companies Ordinance Long title Gazette Number Version Date L.N. 163 of 2013 03/03/2014 An Ordinance to reform and modernize Hong Kong company law, to restate part of the enactments relating to companies, to make other provision relating to companies, and to provide for incidental and connected matters. [Parts 1, 3, 4, 5, 6, 7, 8, 9, 10, 11, 13, 14, 15, 17, 18, 19 and 21 Part 2, except— section 27(3), (4), (5) and (6) in so far as it relates to a director or reserve director sections 47, 49, 50, 51 and 52 and Subdivision 2 of Division 7 Part 12, except— section 643(1)(a)(ii), (2)(b) and (3)(b) in so far as it relates to a correspondence address sections 643(5), 644, 645(5), 647(4) and (5), 651 and 657(2)(g) Part 16, except sections 791(4) and 802(4) and (5) Part 20, except section 908 Schedules 1, 3, 4, 5, 7, 9 and 10 Schedule 2, except section 3(1)(a)(iii) and (2) Schedule 6, except sections 3 and 4 Schedule 11, except section 115 (Enacting provision omitted—E.R. 1 of 2013) (Originally 28 of 2012) Part: 1 Preliminary L.N. 163 of 2013 03/03/2014 } } } } } } } } } } } 3 March 2014 L.N. 163 of 2013] } } (*Format changes—E.R. 1 of 2013) ____________________________________________________________________________ Note: * The format of Part 1 has been updated to the current legislative styles. Part: Division: 1 1 Short Title and Commencement L.N. 163 of 2013 03/03/2014 Section: (1) (2) 1 Short title and commencement L.N.......

Words: 240246 - Pages: 961

Company Law for Business 100

...Company Law for Business: Assignment 1 (i): Is the cat contract with Feline Fertility Pty Ltd enforceable? Your answer should include an analysis of the reason put forward by Lassie Ltd for terminating the contract. The area of law relating to this particular question is the Corporations Act 2001 section 124, which mentions the legal capacity and powers of a company, and section 125 (2), which refers to a company's objects within its constitution. As Lassie Ltd is a company, it is a separate legal entity, meaning it can enter into contracts in the same legal way a normal human being could. Lassie Ltd's constitution includes the objects clause stating that the company's activities are to be restricted to the breeding and selling of dogs and goods and services associated with dogs, this is why Lassie Ltd wants to terminate the contract. This objects clause does not prevent the company from entering into any contracts as the company can enter into any contract that it wants to as it is a separate legal entity. Despite the fact that Lassie Ltd broke its company constitution, the contract is still enforceable with Feline Fertility Pty Ltd due to the abolishment of doctrine of ultra vires. The abolishment of doctrine of ultra vires means a company cannot enter into contracts beyond their power and then later avoid their legal obligations on the grounds that they had no legal capacity to enter into the contract. Lassie Ltd knowingly entered into the contract to purchase 300...

Words: 2714 - Pages: 11

Company Law

...Tilburg University Law School International Company Law Fall 2015 Instructor: Professor Dr. Joseph A. McCahery Office Number: 635M Building Office Phone: 013 466 2306 Email address: J.A.McCahery@uvt.nl HomePage: http://www.tilburguniversity.edu/webwijs/show//uid=j.a.mccahery Class Times: Consult on-line course timetable. Course Subject and Goal The focus of this course is the law of mergers and acquisitions and alternatives to mergers. We will analyze how mergers and acquisitions are structured and why particular deals create value for firms. The course will examine the various techniques and deal terms that have profound effects on both parties and the outcome of the transaction. The course will include actual transactions as well as drafting exercises. We will focus on the barriers to optimal structuring and techniques for eliminating drafting problems. Emphasis will be given to understanding the legal responsibilities of the buyer and seller, as well as the financial, tax and regulatory treatment of the deal, the techniques for putting the deal together, corporate acquisition agreements and the securities and governance issues that arise in deals involving publicly listed and private companies. The course will encourage students to become familiar with the techniques used in corporate acquisitions and related transactions. Materials The readings will be posted on Blackboard. Case studies can be purchased directly from the publisher. Course......

Words: 1459 - Pages: 6

Company Law

...Managing Communications, Knowledge and Information 73 Unit 17: Marketing Intelligence 77 Unit 18: Advertising and Promotion in Business 83 Unit 19: Marketing Planning 89 Unit 20: Sales Planning and Operations 95 Unit 21: Human Resource Management 101 Unit 22: Managing Human Resources 107 Unit 23: Human Resources Development 113 Unit 24: Employee Relations 117 Unit 25: English Legal System 121 Unit 26: Business Law 125 Unit 27: Further Aspects of Contract and Tort 131 Unit 28: European Law 135 Unit 29: The Internet and E-Business 139 Unit 30: Internet Marketing 145 Unit 31: E-Business Operations 151 Unit 32: Quality Management in Business 157 Unit 33: Small Business Enterprise 163 Unit 34: Operations Management in Business 169 Unit 35: European Business 173 Unit 36: Employment Law 177 Unit 37: Company Law 181 Unit 38: Business Events Management 185 Unit 39: Financial Investment Opportunites 191 Unit 40: Business Work Experience 195 Unit 41: Contemporary Issues in Marketing Management 199 Unit 42: Project Management for Business 205 Unit 43: Administrative Services 211 Unit 44: Business Psychology 217 Unit 45: Business Ethics 221 Unit 46: Corporate Environmental and Social Management 225 Unit......

Words: 55219 - Pages: 221

Company Law

...Company Law Assignment Tak Wing Ho Alvin Part A 1.The concept of corporate personality Corporate Personality refers to a legally established company, which itself is authorized by law "person", in addition to the company itself, it does not belong to any individual, group. In other word, the company is a legal entity separate from its members. The company was established by law, will be awarded on a legal independent personality, the company became an independent entity and its members are independent of personality, which is the basic content of corporate personality. Accordingly, an independent company with its own name, in recognition of its independent existence Subsidiary refers to a company certain amount of shares of another company controlled by or pursuant to the agreement is actually controlled by another company, dominated. A subsidiary of an independent legal entity, with all his property, his own company name, articles of association and the board of directors, in their own name to carry out business activities, are engaged in various civil activities, independent bear all the consequences and responsibilities arising from corporate actions, but major decisions involving the interests of the company or major personnel arrangements, still determined by the parent company. Although the subsidiaries controlled by the Evergreen Co. Ltd. , but legally independent subsidiary companies still have legal status. It has its own name...

Words: 1697 - Pages: 7

Company Law

...partner, so Mr. Salomon business into a limited company. Then according to the company law, set up a company to be at least 7 shareholders holding at further 1 share each. So, Mr. Salomon gave himself a shares, also gave him a share of his wife and five children. Mr. Salomon company 20007 shares, but he holds 20001 shares, and his family members each have a share. With the passage of time, Mr. Salomon's company faces the difficulty. In order to raise funds, and also the company, Mr. Salomon sold its own debt to Benedick. To raise the money but can't let company to prevent more problems, because the money is used for business. Creditors discovered the money just can be used to repay the debt creditors holding it, it's considered a secured creditor. This event will be brought to the court or the Supreme Court. They all think that creditors cannot recover their entire debt contract with the company, so not with Mr. Salomon. After a series of the appeals, it is considered by Salomon v Salomon & Co Ltd is a company, with separate legal personality qualification, so also can’t say Mr. Salomon owned by the company. The company and Mr. Salomon have two legal persons in the law. So it is has the right to enter into a contract. The principle in Salomon are a company must be an independent legal person, but from other members or shareholders. The principle of Salomon must also know the veil of incorporation of the company. If a company will formally merge, courts usually don’t see......

Words: 1005 - Pages: 5

Company Law

... COMPANY LAW 266 ASSIGNMENT RUTHRAN SEEVANATHAN 14550036 SEMINAR FRIDAY 1-4PM TUTOR: YVONNE TIEN Company Law266 Assignment (a) What means, if any, are available to ‘Health Plus’, to expel Annabel from the partnership? Introduction to law The area of law addressed in this issue is Partnerships: Partnership agreement, Fidicuary Duties of partners and expulsion from the partnership. Explaination of law Section 7(1) of the Partnership act states that a partnership can be defined as the contractual relationship between two or more persons with a common view for profit. Partnerships don’t always have to be written contracts. They can be deemed as functional partnerships by other means. Informally- Oral Agreement: is where partners agree to start a business in common and proceed to start up a business with a common view of profit by just word of mouth. As shown in the Miah V Khan[2000] UKHL 55; [2001] 1 All ER 20 case. The partnership fell out before operations of the Indian restaurant had began, but even though they had not carried out business together, they were still deemed a partnership because they worked in common and had a common view to profits. Conduct: Partners can be working together and aiding each other in earn profit but not being in a contract together. The partnership act still classifies them as partners .This can be reflected in the Goudberg V Herniman Assoc Pty Ltd [2007]VSCA 12. Williams engaged an artichect to draw up floor plans for the venture and......

Words: 1733 - Pages: 7

Company Law

...Given name Surname Student number Email Unit name Unit code Assignment title Date submitted Student’s comment to tutor Shin Huey Tan 7E1A8643/ 15582218 7e1a8643@student.curtin.edu.my Company Law 266 10841 Seminar Essay 23 March 2012 Marker’s comments Recorded mark Marker Comments Step 1: Identify the Areas of Law The areas of law applicable to this problem are relationship between partners which particularly based on partner expulsion and liability to third parties or outsiders. Step 2: Discuss the Principles of Law Under Section 7(1) of Partnership Act 1895 WA, partnership refers to a structure where two or more persons in a business are acting in common with a view of profit. Partnerships can be formed formally by written agreement which contains the rights and obligations of the partners and facilitates the resolution of disputes within a partnership. However, if the agreement is deficient, Partnership Act will be referred for resolutions. Partnership can also be formed by oral agreement or implied by the conduct of the parties (Harris, Hargovan and Adams, 101-103). Partners in a partnership are in a fiduciary relationship which partners have the duty to act in good faith, including avoid conflicts of interests, not make private profits, not compete with the firm and not disclose confidential information. The rules related to interests, rights and duties of partners will be provided in the written or oral agreement. (Harris, Hargovan and Adams, 131).......

Words: 1919 - Pages: 8