Company law Assignment PDF

Running head: COMPANY LAW
COMPANY LAW
Name of the Student
Name of the University
Author Note

1COMPANY LAW
Week 1
Alternative Business Structures
The business structure-The Sydney Morning Herald, 2018
This article describes various business structures working within the jurisdiction of Australia.
The various form of business structures in practice in Australia today are (Sealy, and
Worthington 2013):
 Sole traders: This a business structure where the ownership of the business is held by one
person. In such a business structure there is no distinction between the owner and
business and thus the liabilities of the business are taken as liabilities of the owners.
 Partnership: This is a business structure where various individuals agree to undertake
business transactions mutually with a view of earning profits. The liability in case of
partnerships is also unlimited except in case of limited liability partnerships.
 Joint venture: This is a business structure where individual entities undertake business
transactions together, however in this case the profits earned is individual and the liability
in several.
 Trust: In this case a trustee is appointed who holds properties for the benefit of
beneficiaries. Such a business structure has various tax advantages.
 Company: A company is an incorporated business structure where the business has its
own separate legal identity. Thus the owners (shareholders) are different from the
business and hence the liabilities of the company are not attributed as their liabilities.

2COMPANY LAW
 Not-for-profit organizations: These are organizations that are incorporated separate legal
entities however the aim in this form of business structure is not to earn profits. These are
registered entities under the State or Territory Associations Incorporations Acts or ASIC.
Week 2
Companies and Incorporation
Sydney cosmetics company takes on US retail giant over Bondi Beach trademark- ABC News,
2018
This newspaper article discusses the legal battle between Abercrombie and Finch and an
Australian cosmetic company relating to their trademarks. It incidentally touches upon the
incorporation of both these companies.
A company is a separate legal entity incorporated as per the provisions of the
Corporations Act, 2001. The term corporation however includes several other forms of entities as
well. Companies are governed and regulated by the Australian Securities and Investment
Commission (ASIC). The various forms of companies are defined under the following heads as
per the Corporations Act, 2001 (Hanrahan, Ramsay and Stapledon 2013):
 Proprietary or Public company (thus based on ownership).
 Based on liability.
 Based on the size (in case of proprietary companies).
 Listing status.
The corporate veil refers to a concept that the company is liable for its own actions and
its actions cannot be attributed to the administration or management. Thus it acts as a curtain that

3COMPANY LAW
protects the administration from liability. Salomon v Salomon & Co Ltd is the leading case on
this issue (Hannigan 2015).
Week 3
Company Constitution
It Might Be Time to Update Your Company Constitution CCASA, 2018
This article discusses various updates required by company constitutions to comply with
the provisions of the Corporations Act, 2001.
Companies in Australia that are formed before July 1998 were created by virtue of their
Memorandum of Association and Articles of Association. For companies that came into
existence after July 1998 the Corporations Act, 2001 provides for the formulation of rules that
are applicable for the companies functioning (McQueen 2016). These could be the replaceable
rules prescribed by the Corporations Act, 2001 (as set out in Section 141) or a company
constitution that prescribes these rules or a consolidated version of both. ASX listed companies
mandatorily need to have a company constitution. The doctrine of ultra vires applies to
companies that have a constitution which defines the objects of the company. The replaceable
rules in the Act and/or the company constitution provide for three kinds of contracts that put in
place:
 Between the company and each of its individual members.
 Between the company and each individual director and company secretary of the
company.