Corporate Law Report: Intercom Communication Pty Ltd and AGM

This report analyzes the process of registering a proprietary company, referencing key sections of the Companies Act. It examines the internal management of a company, emphasizing the importance of the constitution, memorandum, and articles of association. The report uses Intercom Communic...Read More

1
Corporate Law
Name:
Course
Professor’s name
University name
City, State
Date of submission

2
Part 1
Registration of a Proprietary Company
There are several steps to consider in registration of a proprietary company. These steps are also
guided by the company Act in sections 117, 134, 135 and 169 respectively. The internal
management of a company is set so that a company can be managed, run and directed in an
orderly manner to avoid collapse of the company. Company registration especially proprietary
company must be set such that all section under the company law are adhered to. A proprietor of
the company must make sure that the guidelines under sections 117, 134, 135 and 169 are put
into consideration in the set up (Boros and Duns, 2013).
The company is called Intercom Communications Ltd. Its constitution, the memorandum of
association and article of association will help the company in managing its internal affairs
especially in the management of the company. The company’s Board of Directors and the audit
department or the audit committee are solely responsible for the implementation of systems and
controls in regards to financial reporting. Reporting is based on the commercial and
administrative processes and information that is produced by the management financial systems
(Kraakman, n.d.).
Section 117 of the company’s Act contains resolutions and agreements that should be filled.
There should be copies or a copy of every agreement and resolution in respect to the matters that
have been specified in the statement. The section contains document for any resolution that a
company is willing to share to the shareholders (Mahaffy and Doyle, 2010). It also state that
 One director should live in Australia

3
 There must be a physical address in registration
 A company secretary in the same country
Section 134/ 135 of registration of a proprietary company involves internal management of the
company. Internal management is important so that the company can have both effective and
efficient internal management systems.
Section 169 suggest that the company must share a register for each class of share
Ant proprietary company must maintain a register of its class of shares. The record is called a
share register which records the shares and respective shareholders (Mason, 2009). The share
register is important as it ;
 Contains the address and the name of the member
 The prescribed date of the member entry, and
 The respective number of shares held by each member.
INTERCOM COMMUNICATION PTY LTD
ACN 234 178 289
NOTICE OF ANNUAL GENERAL MEETING
Explanatory Statement and Proxy Form
Date of Meeting:

4
Friday,25 March 2018
Time of Meeting:
11:00 AM (AEDT)
Place of Meeting:
Company’s headquarters in Australia
Level 18 Bourke Place
600 Bourke Street
Melbourne, Victoria, 3000
This Notice of AGM and explanatory statement should be read in its entirety. If shareholders
have any doubts on how they should vote, they should seek advice from the the solicitor,
accountant or any other professional advisor.
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of Members of Intercom
Communication Pty Ltd (the “Company”) will be held at the offices of the Company’s
Headquarters in Australia , Level 18 Bourke Place, 600 Bourke Street, Melbourne Victoria 3000
at 11.00am (AEDT) on Friday, 25 March 2018 (“Annual General Meeting” or “Meeting”).

5
AGENDA
The proxy form and Explanatory Statement which form and accompany part of this Notice,
provide a detailed description of the matters to be considered in the meeting. We hereby urge all
the shareholders to consider the proxy form and explanation statement in their entirety.
ORDINARY BUSINESS
Resolution1:The agenda is to amend the constitution to create a class of preference shares
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
Explain the justification for Section 254(A)
To amend the company’s constitution to create a class of preference shares a notice of 21 days
as stipulated in the company’s constitution to convene an extraordinary meeting and the
company’s objects must be given in writing to:
 All shareholders of the company
 Debenture holders to all debenture holders whose names are at the time of posting known
to the company.
PROXY FORM
How to vote on Items of Business
All your securities will be voted in accordance with your direction.

6
Appointment of a proxy
The appointed proxy will represent 100% of your holding , he can also choose to abstain by not
marking the boxes on the items below.
Attending the meeting
Bring this form to assist in registration.
Appoint a proxy on your behalf
I being a member of Intercom Communication Pty Ltd hereby appoint
________________________________________ as a proxy. Signature___________
Items of business
Resolution 1: amending the constitution to create a class of preference shares
For Against Abstain
Signature of security holder
Individual or security holder Security holder 2 Security holder 3

7
1
Contact name ___________
Telephone_____________
Date ___________________
References
Boros, E. and Duns, J. (2013). Corporate Law. Melbourne: OUPANZ.

8
Kraakman, R. (n.d.). The anatomy of corporate law.
Mahaffy, A. and Doyle, D. (2010). Corporate law. [Toronto]: Continuing Legal Education, Law
Society of Upper Canada = Barreau du Haut-Canada.
Mason, R. (2009). 501 questions and answers for company directors and company secretaries.
London: Thorogood.