Corporations Act Project: Constitution, Meeting Notice, and Proxy Form

This project delves into the Corporations Act 2001, focusing on the establishment of a proprietary company, 'The Handy Mandy,' in Australia. It outlines the essential steps for company formation, including selecting a company name, designing a constitution, choosing shareholders and directors, and determining share structures. The project details the replaceable rules governing the company, addressing key aspects such as director responsibilities, employee rights, dividend distribution, and decision-making processes. Furthermore, it covers the creation of a notice of meeting and a proxy form for discussing the creation of preference shares. The project also describes different types of preference shares. The project emphasizes the importance of adhering to corporate law and the benefits of a well-defined constitution and effective meeting procedures for smooth business operations. The project includes references to relevant academic sources.

Corporations Act Project

TABLE OF CONTENTS
INTRODUCTION...........................................................................................................................1
PART A...........................................................................................................................................1
PART B............................................................................................................................................3
CONCLUSION................................................................................................................................5
REFERENCES................................................................................................................................6

INTRODUCTION
Proprietary company is a private owned organization established in Australia and South
Africa which might be limited or non-limited. In fact, these associations fall under the section
45A (1) of the corporations act 2001 (Kerzner, 2013). According to this act, an organization gets
restricted by certain rules or regulations which are designed by legitimate bodies. Thus,
assignment is going to establish a new proprietary enterprise and design an appropriate
constitution in order to run a business in an effective way. Moreover, creating a notice of
meeting and proxy form for further changes in an organization are also outlined in this project.
PART A
Company law of Australia is borrowed from European legal bodies which is designed for
entire corporate world and followed by newly established organization while registration
process. In order to establish a new venture an entrepreneur needs to follow necessary guidelines
during initial process for acquiring licence from legitimate bodies so that they can run a their
business entity in an appropriate manner (Brealey and et. al., 2012). In fact, after fulfilling the
legal formalities an association may grab the opportunity of generating maximum profit by
satisfying the needs or demands of domestic as well as foreign customers.
“The Handy Mandy” is a new proprietary company whose main motive is to serve
general products to their clients such as toys, fashionable items, gifts, cards and various other
additional goods or services. In fact, it is a large store by having numerous employees and
investing high capital at initial stage in order to gain maximum returns on their investment. Thus,
a proper formal procedure is followed by an entrepreneur of newly established organization by
considering corporate law of Australia to run their business without any obstacles (Unger,
Gemünden and Aubry, 2012). Hence, an appropriate procedure which is followed by “The
Handy Mandy” corporation while establishing it is expressed as follows:-
Stage 1:- Decisional phase in which an entrepreneur needs to choose the type of organization
which he/she is going to launch at marketplace.
Stage 2:- Selection of an enterprise name by which an association is going to present in front of
legal court as well as highlight legitimate status.
Stage 3:- Designing of organization rules and effective constitution on which entire corporation
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is based for further business.
Stage 4:- Selecting suitable shareholders and directors of an organization.
Stage 4:- Need to choose structure of shares.
Step 5:- Determination of place which includes; state and territory where company is going to
register.
Step 6:- Requisite to nominate a principal destination of an association and registered office.
Step 7:- At last an entrepreneur needs to fulfils necessary paperwork, legal formalities and
online forms.
Hence, after selecting an attractive name of an enterprise, it is time to make an effective
constitution which includes all necessary norms, rules or regulations for overall enterprise as
well as follows by entire staff members (Too and Weaver, 2014). Mainly, selected firm is
governing by the replaceable rules which are based on corporation act explained as follows:
“The Handy Mandy pvt. Ltd.”
 Major rules and norms of an organization are mentioned as below:-
 In this, enterprise shareholders are also considered as a director of a company.
 Entire business is managed or regulated by the director of an association.
 Employees are also having a right of expressing their views or opinions.
 Dividends is offered to different shareholders.
 Company is not having any voting shares.
 Higher authority, board of directors and supervisors are having right to make final
decision by taking consent of every member.
 Proper formal letter is issued before reforming a company policy in order to understand
the opinions of overall employees.
 Create a special privilege for disabled person.
 Punish the employees or employers while breaching contract as well as after breaking
necessary rules.
 Every employees have to serve a 1month notice period before leaving an association.
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Therefore, it has been analysed that above fundamental rules or regulations which were
designed by advisory bodies are known as constitution and replaceable norms that are followed
by all staff members while performing their job role (Anstey and et. al., 2011). In fact, it is
applicable on the overall company either lower authority or higher as it aids in maintaining
environment of an enterprise.
PART B
After preparing a suitable constitution for newly established enterprise, it is the time to
create notice of meeting as well as proxy form in order to gather all organizational members for
further modification in company’s rules and regulations. Therefore, major agenda behind issuing
this notice is to organise a meeting for taking a decision on one of the essential topics that is “to
create a class of preference shares”. Generally, proxy form and notice of meeting are useful
tools which must be considered before conducting gatherings or conferences in order to avoid
any problems or obstacles while performing activities (Mutti and et. al, 2012). Thus, an effective
notice of meeting is designed as follows:-
NOTICE OF MEETING
For:- “To create a class of preference shares”
Date:- 14th February, 2018
Time:- 6:00p.m to 9:00p.m
Place:- Australian chamber
Respected board members/ trustees/ shareholders,
All the stakeholders and advisory members are advised that formal meeting is going to
be held on 14th Feb, 2018 for creating a class of various preference shares as well as to discuss
major topics related with organizational development. Thus, on the behalf of head department
of an association, everyone is requested to please attend this meeting for decision making
process by healthy negotiation at right time and place.
Thank you
(Head department)
Moreover, an organization is also designing a proxy form for those members who are not
able to attend the meeting at 14th February, 2018 due to their personal reasons or any problem so
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that decision of meeting will not get hampered (Christensen and Cornelissen, 2013). Thus, an
appropriate format of proxy form is detailed as follows:-
“The Handy Mandy pvt. Ltd.”
Member's Proxy
….....................................................the undersigned, a member in appropriate standing of
“The Handy Mandy pvt. Ltd. ”, having an ownership interest in:
Agenda: ...................................at................................. and eligible to vote at any exceptional or
yearly meeting of said enterprise.
DOES HEREBY designate and appoint....................................................another individual in
appropriate standing of an organization to be the PROXY of undersigned person to attend a
meeting which is going to be held on 14th February, 2018. Special election gathering of selected
enterprise symbolizing the undersigned individual with entire authority to vote and act on
behalf of that person in an appropriate manner. Moreover, with the similar influence as if
undersigned will personally available.
This hiring of proxy will be effective only for February 14, 2018 meeting for creating a class
for preference shares and other changes if it requires.
In fact, proxy is having a complete authority to act as a substitute of undersigned to vote on the
behalf of that person on all issues which are going to be raised in a meeting. Besides this, proxy
shall vote thus;
For by law amendment......... Against by the law amendment........
…....................................................................................................................................................
…...................................(Member’s signature)
…....................................(Member’s full name)
…....................................(Date)
(To be valid, proxy must receive this letter by 5th February, 2018)
Hence, it has been analysed that according to corporate law, preference share is classified
in various parts in order to provide numerous options to different shareholders. Thus, various
types of preference shares are described as follows:-
 Callable shares
 Convertible shares
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 Cumulative
 Participatory
 Redeemable preference shares
 Guaranteed
Hence, it has been understood that corporation act law of Australia plays a major role in
accomplishing various activities of business by guiding towards corrective path with the
consideration of necessary facts or figures (Grant, 2012). In fact, their main objective is to
facilitate all staff members by offering the best opportunities as well as authorities. Thus, it is
identified that one of the major reasons behind designing separate constitution of an association
is to direct employees towards corrective path and make them updated about their rights or
authorities. Mainly, notice meeting is highly profitable for the entire association as it aids in
informing corporation about necessary information in order to make effective final decisions.
Therefore, by considering above information an entrepreneur can easily established a new
venture by fulfilling the necessary terms or conditions of corporate acts laws. Hence, it has been
analysed that an association need to follow legal formalities while establishing an enterprise.
CONCLUSION
From the above report, it has been summarised that establishment of new business entity
is not an easy task due to fulfilment of various legal formalities in order to run an association in
an appropriate manner. This assignment consists of various suitable constitutions including
essential norms, rules and regulations which are followed by entire firm while running their
business entity. Moreover, an effective sample of notice of meeting and proxy form is also
designed which is transferred by an enterprise to their board members and trustees for informing
about special meeting which will be going to held in the coming February for discussing on
various topics like creation of classes of preferences shares as well as opinion towards changes in
an enterprise.
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REFERENCES
Books and Journals
Kerzner, H. 2013. Project management: a systems approach to planning, scheduling, and
controlling. John Wiley & Sons.
Brealey, R. A and et. al., 2012. Principles of corporate finance. Tata McGraw-Hill Education.
Unger, B. N., Gemünden, H. G and Aubry, M., 2012. The three roles of a project portfolio
management office: Their impact on portfolio management execution and success.
International Journal of Project Management. 30(5). pp. 608-620.
Too, E. G. and Weaver, P., 2014. The management of project management: A conceptual
framework for project governance. International Journal of Project Management.32(8).
pp. 1382-1394.
Anstey, K. J. and et. al 2011. Cohort profile: the PATH through life project. International
journal of epidemiology.41(4) . pp.951-960.
Mutti, D and et. al 2012. Corporate social responsibility in the mining industry: Perspectives
from stakeholder groups in Argentina. Resources Policy.37(2). pp.212-222.
Christensen, L. T. and Cornelissen, J., 2013. Bridging corporate and organizational
communication: Review, development and a look to the future. In
Organisationskommunikation nd Public Relations (pp. 43-72).
Grant, A. M., 2012. Giving time, time after time: Work design and sustained employee
participation in corporate volunteering. Academy of Management Review. 37(4). pp.
589-615.
Online
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