Legal Analysis: Public Company Registration and Piercing the Veil

This report delves into the core aspects of corporate law, focusing on public company registration and the concept of the corporate veil. It begins by outlining the process of public company registration. The report then explores the critical legal concepts of the 'directing mind and will' of a company, explaining how the actions of company officers are considered the actions of the company itself, citing the case of Tesco Supermarkets Ltd v Nattrass (1971). Furthermore, the report provides an in-depth analysis of 'piercing the corporate veil,' detailing how courts may disregard the separate legal personality of a company to hold officers liable, referencing cases like Salomon v A Salomon & Co Ltd [1896] and Meridian Global Funds Management Asia Ltd v Securities Commission (1995). The report also touches on instances where the veil can be lifted, such as in cases of agency, fraud, or unfairness, as seen in Barrow v CSR Ltd (1988). The report includes a comprehensive reference list of books, articles, legislation, case laws, and online resources, providing a solid foundation for understanding the topics discussed.

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Cover Sheet
Name of the student
Student ID
Word count

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Contents
Part 1...........................................................................................................................................................3
Public Company Registration..................................................................................................................3
Part 2...........................................................................................................................................................3
a. Meaning of phrase ‘directing mind and will’...................................................................................3
b. Meaning and phrase of ‘piercing the corporate veil’........................................................................4
Reference List.............................................................................................................................................5

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Part 1
Public Company Registration
Part 2
a. Meaning of phrase ‘directing mind and will’
Directing mind and will of the person signifies the position of any employee or officer of the
company who gains authority from the company and has the power to represent the company by
undertaking actions and omissions on behalf of the company. The actions that are undertaken by
the officer/employee who is the directing mind and will of the company is not carried out by him
personally but are carried on by and on behalf of the company. In the leading case of Tesco
Supermarkets Ltd v Nattrass (1971) the concept of ‘directing mind and will of the company was
established’. ( Wilkinson, 2003)
The state of mind of the officers of the company are considered to be the state of mind of the
company and in order to analyses the acts of the company, the acts of the officers are considered
who are acting within the authority of the company. A company is an artificial legal person and it
acts as per the wish and will of its officers. A company does not have its own mind and it acts as
per the mind of the officers. Thus, the acts of the company must be demonstrated by
understanding the will and the mind of the persons who are acting on behalf of the company.
These officers are the personality and the ego of the corporation but if these officers act outside
the scope of the company then they can be held personally liable for the actions they undertook.
(CCH Australia, 2011)
b. Meaning and phrase of ‘piercing the corporate veil’
A registered company is a separate legal entity in law. In Salomon v A Salomon & Co Ltd
[1896], the distinct personality of the company was analyzed and it was held that a company is
separate from its officers and has a distinct personality in the eyes of law. Thus, the acts that are
taken by the company on his own behalf and the company officers cannot be held liable for the
same. The distinction amid the company and the officers are segregated by a veil called separate
legal personality of the company. But, at times, this veil of the company is pierced or lifted by
the courts and the acts of the company are not considered to be its own but the acts are
considered to be the acts of the officers who carried out such acts and the veil of the corporation
if lifted or pierced. The rights/liabilities of the company are considered to be the rights/liabilities

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of the officers. In Meridian Global Funds Management Asia Ltd v Securities Commission
(1995), the piercing of corporate veil was analyses and the officers are held personally liable for
the wrong committed by them. (Helen, 2009)
There are various instances wherein the veil of the company can be lifted by the company. Some
of the instances include when there is presence of agency, fraud, sham or façade, group
enterprises; and unfairness/justice. In Barrow v CSR Ltd (1988), the veil amid the parent and the
subsidiary company was lifted on the basis of presence of agency. (Ramsay & Noakes, 2009)

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Reference List
Books/Articles/Journals
Cassidy J (2016) Concise Corporations Law, Federation Press.
CCH Australia (2011) Australian Tax Casebook.
Helen A (2009) "Piercing the Veil on Corporate Groups in Australia: The Case for Reform"
[2009] MelbULawRw 13.
Ramsay & Noaks (2009) Piercing the Corporate Veil in Australia, 19 Company and Securities
Law Journal 250-271.
Wilkinson M (2003) Corporate criminal liability. The move towards recognising genuine
corporate fault" [2003] CanterLawRw 5.
Legislation
Corporation Act 2001.
Case laws
Barrow v CSR Ltd, (1988).
Meridian Global Funds Management Asia Ltd v Securities Commission (1995).
Salomon v A Salomon & Co Ltd [1896]
Tesco Supermarkets Ltd v Nattrass (1971).
Online Material
NFP lawyers (2012) Checklist to establish a Public Company Limited by Guarantee (Online).
Available at: https://www.nfplawyers.com.au/wp-content/uploads/2012/07/Checklist-to-
establish-a-Public-Company-Limited-by-Guarantee.pdf. (Accessed on 7th September 2017)