Company Law Report: Public Company Registration and Directing Mind

This report delves into the process of registering a public company, examining the legal requirements and procedures involved. It explores the concept of the 'directing mind and will,' clarifying that company officers represent the company and their actions are considered the company's actions when authorized. The report also analyzes the 'corporate veil,' a significant feature of companies that separates the company from its officers, and the instances where this veil can be 'pierced,' making directors personally liable. Key legal cases, such as Salomon v A Salomon & Co Ltd, Krakowski v Eurolynx Properties Ltd, and Re Edelsten ex parte Donnelly, are discussed to illustrate these principles. The report provides a comprehensive overview of these crucial aspects of company law, supported by references to relevant case law and academic sources.

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Cover Page
Name of the student
Student ID
Word Count

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Contents
Part 1...........................................................................................................................................................3
Register a Public Company.....................................................................................................................3
Form 201.............................................................................................................................................3
Part 2...........................................................................................................................................................3
‘Directing Mind and Will’.......................................................................................................................3
‘Piercing the Corporate Veil’...................................................................................................................3
Reference List.............................................................................................................................................5

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Part 1
Register a Public Company
Form 201
Part 2
‘Directing Mind and Will’
Directing mind and will is a phrase which establishes that the officers of the company are the
representative of the company and they are the ones who are the mind and will of the company
and the actions that are undertaken by them are considered to be the action that are taken up by
the company provided these officers are the agents of the company and are authorized to carry
out the transactions on behalf of the company and is held in Krakowski v Eurolynx Properties
Ltd (1995). This is because the company does not have its mind and will of its own and thus it
requires living personnel’s to carry out the functions of the company and is held in North Sydney
Council v Roman (2007).
It is necessary that there must be some persons who are considered to be the directing mind and
will of the company because a company is not a natural person in law but is an artificial person
who is created after registration as per the provisions of law. Even though it has all the powers to
act like a normal person, such as, take legal proceedings, purchase property, etc, however, it does
not have a life and acts with the help of its employees, directors, officers and representatives and
agents. Thus, these representatives, officers and agents are the mind and will of the company
provided they have authority which is delegated to them by the company with the help of its
constitution or replaceable rules or both and is held in Director General, Department of
Education and Training v MT [2006]. (Tunstall, 2008)
‘Piercing the Corporate Veil’
Corporate Veil of a company is one of the significant features of a company which is attained by
it after its incorporation. Corporate veil of the company signifies that a company is distinct from
its officers. There is a hidden veil that is present between a company and its officers according to
which the acts are undertaken by the company directors on behalf of the company and are in the
name of the company alone and the directors cannot be held personally liable for the same even
when such transaction results in the causing loss to the company. This separate legal personality
principle was validly described in the leading case of Salomon v A Salomon & Co Ltd [1896].
(Gibson et al, 2013)
But, there are instances wherein this corporate veil of the company is disregarded and the acts of
the directors are considered as the acts carried out not in the name of the company but the veil is
pierced and the acts of the directors or officers are considered to be acts of the directors

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personally and there is no distinction that is made amid the directors and the acts of the company
(Re Edelsten ex parte Donnelly (1992). Some of the situations in which the veil of the company
is pierced and the directors are held personally liable for the liabilities ate where there is
relationship of corporate groups, presence of sham, enemy character etc. (Stefan, 2016)
Thus, piercing of veil is determined by the courts so that the directors can be held personally
liable for the actions.

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Reference List
Books//Articles/Journals
Gibson et al (2013) Business Law 2014. Pearson Higher Education AU.
Stefan (2016) In Search of Corporate Accountability: Liabilities of Corporate Participants.
Cambridge Scholars Publishing.
Case laws
Director General, Department of Education and Training v MT [2006].
Krakowski v Eurolynx Properties Ltd (1995).
North Sydney Council v Roman (2007).
Re Edelsten ex parte Donnelly (1992)
Salomon v A Salomon & Co Ltd [1896]
Online Material
Tunstall (2008) Corporate Responsibility: The duties and liabilities of the corporation (online).
Available at:
http://iantunstall.com.au/wp-content/uploads/whitepapers/Corporate_Responsibility.pdf.
(Accessed on 11th September 2017)