Law of Business Organizations - PDF

LAW OF BUSINESS ORGANIZATIONS
Name
Professor’s Name
Institution Affiliation
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Registration of a Company in Australia
There are various steps that are followed when one is registering a company. It is
essential that all the steps be followed keenly to ensure the successful registration of the
business. In Australia, companies are mostly regulated by the statue and the general law. There
are only four types of companies that are allowed to be registered under the corporation's act
(2001). There are various steps that are followed when registering a company in the country as
outlined by the corporation act 2001. This act provided a guideline on what was to be done while
registering the company.
Business structure
The first step was to decide on the type of business structure that the business would
adopt. The corporation’s act of 2001 defines a company as a legal entity that has various
characteristics. Among them includes that it can perform all the duties that a corporate body can
deliver, it can sue and be sued, it has what is termed as perpetual succession, and lastly, it can
acquire, hold and sell the property. The company in this case is a public corporation that has
limited liability. This structure was suited for the company for various reasons among them
being that the company will be seen as a separate entity from the individuals that are involved. In
this type of business, the personal assets of the shareholders are not threatened by the losses or
the debts that a company may incur. However, the only exception to this is when the
shareholders choose to be guarantors for the performance of the business. The other reason why
this structure was selected is that the tax rates are fixed, and the company will be directed by
appointed directors, secretaries, and managers1. All of them have their responsibilities well
outlined, and they perform their duties according to their designated job descriptions.2 The
1 Tennent, K. (2013). Management and the Free-Standing Company: The New Zealand and Australia Land Company c .
1866–1900. Journal Of Imperial & Commonwealth History, 41(1), 81-97. doi:10.1080/03086534.2013.762158
2 A Bill For An Act To Make Provision For The Government Of The Australian Capital Territory In Relation To The
Formation Of Companies, The Regulation Of Companies So Formed, The Registration In That Territory Of Certain

3
company can still have various employees who may include both the shareholders and the
managers of the company. The transfer of ownership of the corporation is a simple process.
Despite all this, the chosen company structure still comes along with various
disadvantages. Among them includes the complications that arise along with the formation
process and more so there is so many regulations by the corporation act 2001 through the
“Australian securities and investment commission (ASIC)”.
Company Name
After deciding on the business structure the second step was to come up with the name of
the business. Coming up with a company name is also a process that has to be keenly followed in
the process of registering a company to ensure that the name is according to the laid down rules
and regulations. Even though a company name in most cases is not compulsory, the name of the
company may act as its Australian company number (ACN), and this is a unique number that is
given to a company when the ASIC registers it. This number must show on various documents of
the business such as the accounting statements, receipts and orders for goods and services. The
company name has to show the legal status of the company, and this is a mandatory requirement
by the law. In this case, the company has to show propriety and liability of the members. More
so the company has to show the liability of the members unless it’s a situation where the liability
of the memberships is unlimited. In this case, the name of the business had to end with
proprietary limited. It should be noted that a company cannot choose a company name that has
already been registered to another corporation or company. The company name selected hence
had to be run through the ASICs company name availability to determine if it was free for use by
another firm. The chosen name for the company was Simons Pty Ltd. We used the Australian
Other Bodies And Certain Other Matters. 1980. [Canberra]: Commonwealth Government Printer.

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government business registration platform to register the company as required. The next step was
to decide on the territory of registration and even though the company was to be designated
Australia-wide the central area in which it would be registered is the New South Wales states.
The registered address of the company was chosen, and the primary business address also
included in the registration.
Replaceable Rules and the Constitution of the Company
The constitution refers to a set of rules that govern the general operation of a business and
determines its relationships and activities that take place in a particular company. The
constitution acts as a formal contract that binds the company and the shareholders together as
they carry out business. The constitution restricts the company and the future stakeholders unlike
the other kinds of contract that mainly concentrate on the present parties. Every individual agrees
to observe all the provisions of a particular constitution as long as they apply to the person in
some way. The constitution of the company was guided by five main elements and among them
were as follows; the designation of the corporation which termed the company as a public entity.
This designation determined the company’s reporting procedures and the money-raising
practices that it was to adopt. All these were listed in the by-laws of the company. The
constitution also specified the number and type of shareholders of the company and the
regulations indicated the kinds of stock and the classes of shares that were available to the
public. It is these procedures that made it easier to raise funds for the company. The third aspect
that the constitution covered was how the board members could be selected and the
qualifications that were needed for each of the members. The other element that was included in
the constitution was the procedure for corporate record-keeping and schedules when financial

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audits would be done. This is vital in helping banks track the financial records of the company.3
The last aspect that the constitution speculated was the rules that would be followed for approval
of contracts, loans, checks, stocks and other resolutions of the corporation. It is this section of the
constitution that limited the powers of directors to sign contracts that were more than $100,000.
A company can choose to operate both with the replaceable rules and the constitution.
Replaceable Rules
The replaceable rules will govern the daily operations of the business, and in this, the
directors are vested with powers to make decisions on behalf of the business. This extends to
which the managers of a company exercise this power depends on the restrictions that are
outlined in the constitution. The company will, therefore, operate with a set of replaceable rules
that will govern matters relating to officers and employees, the inspection of books, director of
meeting and the shareholder meetings and also to issue the transfer and of shares of the
company. The directors have to still refer to the constitution while making decisions to ensure
that they do not operate according to the constitution of the company.
Understanding of the Obligation of each Officer Holder
The law has laid down various requirements that need to be met by each office holder
before they assume the position. At the time of the registration, the office holder ensured that the
details of the company are well updated, and the other details that pertain the company appear
appropriately in the register, and also they assured that they pay the appropriate fees that are
required by the state. More so every member of the board was vetted to ensure that they are
qualified to hold office as required by the law. The following criterion was used in the vetting of
the different personnel. Every office holder needs to be above 18 years old and confer to some
3 "Steps To Register A Company | ASIC - Australian Securities And Investments Commission". 2018. Asic.Gov.Au.
http://asic.gov.au/for-business/registering-a-company/steps-to-register-a-company/

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standards that are laid down by the law and among them includes the following. Factors such as
bankruptcy where one has limited resources, more so in cases of insolvency as outlined in the
1966 act, when you are currently bankrupt whon bankruptcy and when one has committed
offenses such as breach of duty. By the time of registration of the company each member that
had been nominated to hold office had adhered to this criterion.
Obtaining of Consent
Before the registration of a company is done one has to obtain proper consent from the
various individuals that are crucial in the business.4 There has to be proof that the key personnel
of the company are aware of the registration and thus offer a written consent that gives the go-
ahead to register the business and are in tandem with the corporation’s act 2001. In the
registration of Simons Pty Ltd, three members will have to give their consent, and these include
the director of the company, one of the members and the secretary of the organization. It is still
within the regulations of the corporations act if 2001 that the consent from the top leadership for
the company will be sought before the company is registered. All the personnel in whose
approval was to be sought reside in Australia, and thus the requirement that two of the members
must live in Australia was met.5
Registration of the Company
The last of the procedure is for one to proceed to register the company after all the
requirements of the company are met the company moves to register the company by submitting
the relevant documents to the authorities.6 There are numerous ways that a company can do this
4 Quick, Graeme R. International Harvester Tractors and Equipment in Australia and New Zealand. Dural Delivery
Centre, N.S.W.: Rosenberg Publishing, 2009. eBook Collection (EBSCOhost), EBSCOhost(accessed May 16, 2018
5 Wallace, G. (2011). AUSTRALIA. The Business Lawyer, 16(2), 403-415. Retrieved from
http://www.jstor.org/stable/40683513
6 "Register Your Company". 2018. Business.Gov.Au. https://www.business.gov.au/Info/Plan-and-Start/Start-your-business/
Business-and-company-registration/Register-your-company

7
among them being the company taking the initiative to conduct the private service provider that
has software that can directly access the ASIC website and then submit the documents. The other
way that we used in the registration of the company was the direct downloading of the
registration forms from the ASIC website and filling them then submitting to their address. ASIC
takes close to 48 hours which are mainly business days to confirm the registration of a particular
company. This is once it has received the registration form and the invoice indicating the
payment for the same.
In conclusion, therefore there are several steps that every company must go through
before the registration of business is confirmed in Australia. The first step is for the company to
decide on the business structure of the organization. In this case, the company was public with
limited liability of the shareholders. The second requirement is for the company to choose a
name which in most cases is an optional requirement. In this case, the chosen name for the
company was Simons Pty Ltd. The third step is for the company to determine whether it will
operate using the replaceable rules or the constitution or both. In this case, the company chose to
work under both the replaceable rules and the constitution. The various roles of each office
holder were verified and after that, consent obtained from each of them. The registration was
completed by submitting a complete lodge of the application form.
Part two
Corporate Culture

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The culture of an organization refers to a set of values and beliefs and assumptions that
are shared between different members of an organization which in turn help in the shaping of the
way people in the organization react to or behaves in a particular situation. It is this unwritten
rule of the organization that guides the many decisions that employees make while working in a
specific workplace.
For an organization to be successful with more financial growth and improved
engagement of the employee the culture of the organization has to be well aligned with the
strategy of the company. In this case, therefore, it is essential that the organization takes time to
brainstorm on various issues and come up with behaviors that are crucial to achieving the goals
of the company7. With this, the organization can measure the extent to which the current culture
of the business is well aligned to achieving goals and objectives that it has set. After the analysis
the company can opt to develop a culture that is well aligned to the objectives of the business.
One of the critical factors that is crucial in developing an appropriate corporate culture of
the organization is an effective leadership. This kind of leadership determines what culture the
organization is operating under and focuses on developing a more accommodative one that can
propel the business to achieve its goals and objectives. The company should be able to identify
where the most influential people in the company are and use them effectively to enforce the
culture of the organization.8 The management should consider the various factors that seem to
exert a significant influence on the behaviors that are depicted in a particular organization, and
this most of the time inlcludes structures, processes, and practices that will determine the success
of the business as a result of an established corporate culture. The lack of alignment of these
7 Patmore, G. (2016). Australia. In Worker Voice: Employee Representation in the Workplace in Australia, Canada,
Germany, the UK and the US 1914-1939 (pp. 191-207). Liverpool: Liverpool University Press. Retrieved from
http://www.jstor.org/stable/j.ctt1gn6brb.14
8 Lamson, Melissa. 2010. No Such Thing As Small Talk : : 7 Keys to Understanding German Business Culture.
Cupertino, CA: Happy About, 2010. eBook Collection (EBSCOhost), EBSCOhost (accessed May 16, 2018).

9
factors in the organization becomes so conspicuous when the company is changing its structure
and process. There is a need that the management of the company looks into factors that seem to
impede the growth of the culture and also determine the aspects of the culture that get into the
way of the organization such as the compensation structure.9
Another factor about corporate culture is that it evolves over time and thus the need that
the succession plans of the organization be well positioned to handle the change that comes
along with it. In case of a new management, there is a way in which the culture of the
organization which most of the times drives performance will be twisted. It’s the duty of the
management, therefore, to understand how the changing role of the organization affects the
performance of the business. The behaviors of the board members are to a greater extent the
primary influencer of the organization culture and thus the need that they consider how they
behave themselves to ensure that they impact the society positively.10
There are several ways in which an organization can enforce a corporate culture, and the
first step to doing this is that someone in a leadership position must begin to show the others
what should be done and thus building a more stable culture for the organization.11 This will
influence how ones treat the different people around the workplace among them being the
employees and the vendors. The following step is to codify the cultural decision that has been
made in a short statement. The briefer it is, the more easily it can be understood by different
people in the organization.12 The company should also consider changing its hiring practices to
9 Flamholtz, Eric, and Yvonne Randle. 2011. Corporate Culture : The Ultimate Strategic Asset. Stanford, Calif:
Stanford Business Books, 2011.
10 Fletcher, K. L. 2007. The Law Relating To Non-Profit Associations In Australia And New Zealand. Sydney, N.S.W.:
Law Book Company.
11 Martin & Chaney. 2009. Passport to Success : The Essential Guide to Business Culture and Customs in America's
Largest Trading Partners. Westport, Conn: Greenwood Publishing Group.
12 Sears & Tamulionyte-Lentz. 2001. Succeeding in Business in Central and Eastern Europe. Boston: Routledge

10
ensure that they reflect the newly states values. The hiring process in so many ways mirrors the
way the culture of the corporation is aligned and thus the need that the culture is well aligned in a
manner that it suits the different values and needs of the organization. The last step that can be
followed in enforcing a corporate culture is through improving the onboarding practices of the
organization.13 Once the culture has been built, it can easily adopted by the different members of
the business and improve its operations.
Bibliography
13 Kampf, Rudolf, Silvia Lorincová, Miloš Hitka, and Ondrej Stopka. 2017. "Generational Differences in the Perception
of Corporate Culture in European Transport Enterprises." Sustainability (2071-1050) 9, no. 9: 1.

11
"Register Your Company". 2018. Business.Gov.Au. https://www.business.gov.au/Info/Plan-and-
Start/Start-your-business/Business-and-company-registration/Register-your-company.
"Steps To Register A Company | ASIC - Australian Securities And Investments Commission".
2018. Asic.Gov.Au. http://asic.gov.au/for-business/registering-a-company/steps-to-
register-a-company/.
A Bill For An Act To Make Provision For The Government Of The Australian Capital Territory
In Relation To The Formation Of Companies, The Regulation Of Companies So Formed,
The Registration In That Territory Of Certain Other Bodies And Certain Other Matters.
1980. [Canberra]: Commonwealth Government Printer.
Flamholtz, Eric, and Yvonne Randle. 2011. Corporate Culture : The Ultimate Strategic Asset.
Stanford, Calif: Stanford Business Books, 2011.
Kampf, Rudolf, Silvia Lorincová, Miloš Hitka, and Ondrej Stopka. 2017. "Generational
Differences in the Perception of Corporate Culture in European Transport
Enterprises." Sustainability (2071-1050) 9, no. 9: 1.
Lamson, Melissa. 2010. No Such Thing As Small Talk : : 7 Keys to Understanding German
Business Culture. Cupertino, CA: Happy About, 2010. eBook Collection (EBSCOhost),
EBSCOhost (accessed May 16, 2018).
Martin & Chaney. 2009. Passport to Success : The Essential Guide to Business Culture and
Customs in America's Largest Trading Partners. Westport, Conn: Greenwood Publishing
Group.
Patmore, Greg. "Australia." In Worker Voice: Employee Representation in the Workplace in
Australia, Canada, Germany, the UK and the US 1914-1939, 191-207. Liverpool:
Liverpool University Press, 2016. http://www.jstor.org/stable/j.ctt1gn6brb.14.Fletcher, K.

12
L. 2007. The Law Relating To Non-Profit Associations In Australia And New Zealand.
Sydney, N.S.W.: Law Book Company.
Quick, Graeme R. International Harvester Tractors and Equipment in Australia and New
Zealand. Dural Delivery Centre, N.S.W.: Rosenberg Publishing, 2009. eBook Collection
(EBSCOhost), EBSCOhost(accessed May 16, 2018).
Sears & Tamulionyte-Lentz. 2001. Succeeding in Business in Central and Eastern Europe.
Boston: Routledge.
Tennent, K. (2013). Management and the Free-Standing Company: The New Zealand and
Australia Land Company c . 1866–1900. Journal Of Imperial & Commonwealth
History, 41(1), 81-97. doi:10.1080/03086534.2013.762158
Wallace, G. (2011). AUSTRALIA. The Business Lawyer, 16(2), 403-415. Retrieved from
http://www.jstor.org/stable/40683513