Last week .
We looked at different forms of business structures/devices
Different forms of registered companies
Liability, status, size;
How to register a company
Role of ASIC
Understanding that a company is a legal fiction and has a
separate legal personality.
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Lecture 2
Meaning of separate legal entity
Notion of a corporate veil
Lifting the veil of incorporation
Common law;
Statute
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A Constitution or RRs ?
How do we know which SOURCE applies?
Depends on:
The type of company; and
Whether the company was registered before or after 1 July
1998 - substantive reforms introduced by the Company Law
Review Act 1998 (which came into effect 1 July 1998)
What are the reforms?
Replaceable Rules (RR) see ss 134-136 CA and s 141
Deal with internal matters such as the appointment and removal of
directors, convening and conduct of meetings and share transfers
Reflects the current best practice amended from time to time
Applies in default of members adopting a constitution that provides for a
different rule
Saves the company from keeping its constitution up to date with CA
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A Constitution or RRs ?
When RR apply?
Every co after 1 July 1998 (unless members opt out of them by adopting a
constitution)
Cos pre-1998 that repeal their entire existing internal rules and do not adopt
a new constitution
Companies that must have a constitution (because of requirements of CA
and/or ASX listing rules):
No liability companies
Companies limited by guarantee that want to be registered without the
word limited in their name
Public companies listed on the ASX
Other cos may choose to adopt a constitution which modifies or replaces
the RR
NB: Proprietary company that has the same person as its sole director
and sole shareholder: see s 135(1) (RRs do not apply but do not need a
Const.)
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