Corporation Act 2001 Case Study 2022
Added on 2022-10-13
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Running Head: CASE STUDY
CASE STUDY
Name of the Student
Name of the University
Author’s Note
CASE STUDY
Name of the Student
Name of the University
Author’s Note
CASE STUDY1
Issue:
The issue in the case is whether BNZ bank can take over the building as its mortgage.
Rules:
Section 127 of the Corporation Act 2001: this means that the accomplishment of the
record by any corporation may be done without the application of a common seal. But such a
procedure requires the signature of any of both the appointed directors of the corporation or a
corporation secretary and director of the corporation. However, when a corporation is designated
as a independent] proprietorship, then the signature of the independent] director of such
proprietary shall enough for the accomplishment of a record without the common seal. On the
contrary, even if a record is marked with a common seal, accomplishment of such record shall
involve the witness of minimum of two appointed directors of the corporation or a corporation
secretary and a director of the corporation. However, in case of a independent] proprietorship,
the proprietor is the independent director as well as the independent] corporation secretary of the
corporation and hence, under such circumstances, the signature of the proprietor shall suffice the
requirements for the accomplishment of a record with a common seal1. Nevertheless, the
provision of the section does not control or bind the ways in which a record may be executed by
the corporation irrespective of the fact whether or not it has a marking of the common seal.
Section 128 of the Corporation Act 2001: this provision of law states that the person is
entitled to make certain assumptions with respect to any trade or dealings made with the
corporation. However, it is important to affirm that the assumptions are correct and true to their
assertion. The provision of law has also laid down the explanation that the person shall be
1 Boccabella, Dale and Freudenberg, Brett, Who Bears the Burden for Business Losses: To What Extent Are
Liability Issues of Business Structures Taught in Australian Accounting Degrees? (October 2, 2017). Corporation
and Securities Law Journal, Vol. 35(4), p. 235-260, 2017; UNSW Law Research Paper No. 17-72
Issue:
The issue in the case is whether BNZ bank can take over the building as its mortgage.
Rules:
Section 127 of the Corporation Act 2001: this means that the accomplishment of the
record by any corporation may be done without the application of a common seal. But such a
procedure requires the signature of any of both the appointed directors of the corporation or a
corporation secretary and director of the corporation. However, when a corporation is designated
as a independent] proprietorship, then the signature of the independent] director of such
proprietary shall enough for the accomplishment of a record without the common seal. On the
contrary, even if a record is marked with a common seal, accomplishment of such record shall
involve the witness of minimum of two appointed directors of the corporation or a corporation
secretary and a director of the corporation. However, in case of a independent] proprietorship,
the proprietor is the independent director as well as the independent] corporation secretary of the
corporation and hence, under such circumstances, the signature of the proprietor shall suffice the
requirements for the accomplishment of a record with a common seal1. Nevertheless, the
provision of the section does not control or bind the ways in which a record may be executed by
the corporation irrespective of the fact whether or not it has a marking of the common seal.
Section 128 of the Corporation Act 2001: this provision of law states that the person is
entitled to make certain assumptions with respect to any trade or dealings made with the
corporation. However, it is important to affirm that the assumptions are correct and true to their
assertion. The provision of law has also laid down the explanation that the person shall be
1 Boccabella, Dale and Freudenberg, Brett, Who Bears the Burden for Business Losses: To What Extent Are
Liability Issues of Business Structures Taught in Australian Accounting Degrees? (October 2, 2017). Corporation
and Securities Law Journal, Vol. 35(4), p. 235-260, 2017; UNSW Law Research Paper No. 17-72
CASE STUDY2
entitled for assumptions during dealing with another person who has acquired the title of
ownership to the property of the corporation. However, such assumptions should be based on
certain criteria to fulfill the viability of their assertion or else they may be proven wrong for the
advantage of the dealings 2. However, any suspicion at the time of the dealing would render such
assumption as wrong and therefore, such person shall not be given the advantage of assumption
under the provision of law.
Section 129 of the Corporation Act 2001: this provision of law has explicit grounds for
the assumptions stating that the person making the assumption shall infer that the Constitution of
the Corporation has been followed as a set of replaceable rules to the corporation and the
members of the corporation including the director and the corporation secretary. It is further laid
down that the person who have been present for the dealings and have been inferred by the other
party as the person with the acquired title to the property of the corporation, such person should
be a company secretary or the director of the corporation who has been appointed by ASIC and
has the complete authority to exercise the rights and responsibilities of a director or that of a
corporation secretary of that corporation. In case the officer or an agent of the corporation has
initiated the dealings, then it should be inferred that such agent or officer has been appointed by
the corporation for the discharge of similar duties and responsibilities as that of the other officers
of the corporation. The other person should specifically believe that the record presented has
been duly executed in accordance with section 127 of the Act and has been a true copy of
certification from the corporation.
Application:
2 Mitchell, Lawrence E. Progressive corporate law. Routledge, 2019.
entitled for assumptions during dealing with another person who has acquired the title of
ownership to the property of the corporation. However, such assumptions should be based on
certain criteria to fulfill the viability of their assertion or else they may be proven wrong for the
advantage of the dealings 2. However, any suspicion at the time of the dealing would render such
assumption as wrong and therefore, such person shall not be given the advantage of assumption
under the provision of law.
Section 129 of the Corporation Act 2001: this provision of law has explicit grounds for
the assumptions stating that the person making the assumption shall infer that the Constitution of
the Corporation has been followed as a set of replaceable rules to the corporation and the
members of the corporation including the director and the corporation secretary. It is further laid
down that the person who have been present for the dealings and have been inferred by the other
party as the person with the acquired title to the property of the corporation, such person should
be a company secretary or the director of the corporation who has been appointed by ASIC and
has the complete authority to exercise the rights and responsibilities of a director or that of a
corporation secretary of that corporation. In case the officer or an agent of the corporation has
initiated the dealings, then it should be inferred that such agent or officer has been appointed by
the corporation for the discharge of similar duties and responsibilities as that of the other officers
of the corporation. The other person should specifically believe that the record presented has
been duly executed in accordance with section 127 of the Act and has been a true copy of
certification from the corporation.
Application:
2 Mitchell, Lawrence E. Progressive corporate law. Routledge, 2019.
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