Corporate Law: Australian Corporation Law, Company Constitution, Shareholder Rights, Director Removal

Running head: CORPORATE LAW
Corporate Law
Name of the Student
Name of the University
Author Note

1CORPORATE LAW
Table of Contents
Answer to question 1:......................................................................................................................2
Answer to question 2:......................................................................................................................4
Answer to question 3:......................................................................................................................5
Reference:........................................................................................................................................7

2CORPORATE LAW
Answer to question 1:
The history of the Australian Corporation law has been derived its origin from the
English Company law. Australian Securities and Investments Commissions is the main
regulatory authority who are taking care whether all the companies have maintained all the
provisions of the Corporation Act or not. It is a common principle of law that company is a
separate legal entity apart from its stockholders. The term stockholder includes the director,
shareholders and other person related to the company. This principle has been established in
Salomon v Salomon & Company [1897] AC 22. However, as company itself could not run its
business and therefore, the directors are acted on behalf of the company. Corporation Act 2001
prescribes all the necessary rules for managing a company as well as regulates the acts of the
directors. The company can be of different kinds such as public company and proprietary
company (Wierzbicka and Niklińska 2016). The fundamental guides for managing a company
are known as replaceable rules. The governance of a proprietary company can be managed easily
compared to the other companies. However, in case a person is acting as a sole director and sole
shareholder, the replaceable rules could not be applied on the same. A company can regulate its
work through its constitution. The constitution of the company has been discussed under section
136 of the Corporation Act 2001. According to this section, if certain persons put their signature
on the application for company’s registration, they will become the member of the company by
the rules of constitution (Symes 2016). A company can adopt constitution if any special
resolution to this effect can be passed by the court under section 233 of Corporation Act 2001. It
has been suggested by section 136(2) of the Corporation Act that the company can modify the
rules of the constitution or may repeal the same by way of special resolution. However, it has
been mentioned in section 233(3) of the Act that the company should delegate the power to