Questions and Answers
What does the separate legal entity doctrine imply?
Which Act introduced limited liability for companies in the UK?
What is a corporation according to the Corporations Act?
Which historical event led to the introduction of the Bubble Act in 1720?
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What type of incorporation does the 1844 Act in the UK allow?
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What is meant by 'corporate personality'?
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What was a significant effect of the separate legal entity doctrine?
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What is one primary advantage of incorporating a business?
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What was the core argument of the case Salomon v Salomon & Co Ltd?
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Which principle emerged from the Salomon v Salomon case?
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How did Lord Haldane respond to the request to impose limitations on the Companies Act 1862?
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What legal status was affirmed for Mr Salomon in relation to the debts of his company?
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What is a notable consequence of the Salomon case in Australia?
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Which corporate structure became possible after the implications of the Salomon case?
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What was determined about the relationship between a company and its shareholders in the Salomon case?
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According to the decision in Salomon v Salomon, what is the significance of a company's constitution in law?
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What is one of the functions ASIC can perform under the Corporations Act 2001 (Cth) when an application is lodged?
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Which of the following does NOT describe a typical component of the certificate issued by ASIC upon registration of a company?
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Which of the following regulators is concerned specifically with companies and financial services?
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What is one of the stated purposes of the Corporations Act 2001 (Cth) regarding company registration?
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Which body is primarily responsible for overseeing corporate regulations in Australia?
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What does perpetual succession signify in relation to a company?
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Which of the following powers does a company possess under the Corporations Act 2001 (Cth)?
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Under which circumstance may a court require a company to provide security for costs in legal proceedings?
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What is the legal capacity of a company regarding ownership of property?
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What does the corporate veil refer to?
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In which scenario can a company be wound up based on its membership?
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What power does a company lack if it is limited by guarantee?
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Which statement about the privilege against self-incrimination is correct?
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What happens to a company's identity if all its members die?
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In the case of Salomon v Salomon & Co Ltd, what was the court's ruling regarding the company and its members?
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What is the role of a common seal according to the old Corporations Law?
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Which power is NOT granted to a corporation under the current Corporations Act?
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What action can be taken if a company cannot be represented due to the death of its last director?
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How does the Corporations Act 2001 (Cth) define the powers of a body corporate?
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Study Notes
Corporate Law in Australia
- A company is an incorporated entity that can be created via registration with ASIC.
- "Corporation" is used interchangeably with "company" and refers to any corporate body or incorporated association.
- Corporations Act defines a corporation as including a "company."
Historical Development
- Early corporate law involved 'corporation aggregate' and joint stock concepts.
- The South Sea Bubble led to the Bubble Act of 1720.
- The UK 1844 Act allowed incorporation for private purposes for a fee.
- Limited liability introduced by the Limited Liability Act of 1855 (UK).
- The Companies Act of 1862 consolidated corporate laws in the UK.
Corporations in Australia
- Corporate law legislation power is derived from Section 51(xx) of the Australian Constitution.
- Landmark case: Huddart Parker & Co Pty Ltd v Moorehead (1909).
- Introduction of the Uniform Companies Acts in 1961 and the National Co-operative Scheme.
Incorporation Process
- Upon application under the Corporations Act 2001 (Cth) s117, ASIC may:
- Assign an Australian Company Number (ACN).
- Register the company and issue a registration certificate detailing company info.
Corporate Regulation
- Key regulators include ASIC, ASX, ATO, AUSTRAC, APRA, ACCC, RBA, and FIRB.
Statutory Powers of Companies
- Corporations Act 2001 (Cth) provides companies with individual powers:
- Sue and be sued, perpetual succession, acquire and hold property.
- A common seal is no longer mandatory but it may be used.
Perpetual Succession
- Defined in Corporations Act 2001 (Cth) s119, allowing a company to exist independently of its members.
- Members changing or passing away does not affect a company's continuity.
Ownership and Property
- Corporations have full legal powers to own property under Corporations Act 2001 (Cth) s119 and s124(1).
- Companies can hold property in full beneficial ownership or as lesser interests.
Corporate Personality
- Corporations are treated as legal entities distinct from natural persons but lack some rights (e.g., privilege against self-incrimination).
- Interpretative statutes define person to include corporations in legal contexts, though some rights are limited to individuals.
Separate Legal Entity Doctrine
- Companies are legally distinct from their members, encapsulated by the corporate veil, preventing personal liability for company debts.
- The historic case of Salomon v Salomon & Co Ltd established the corporate veil and defined shareholder liability limits.
Salomon v Salomon & Co Ltd
- Established that a properly constituted company is a distinct legal entity.
- The Court ruled that personal debts of shareholders do not extend to company obligations; Lord Haldane emphasized adherence to statutory definition.
Corporate Developments Post-Salomon
- Resulted in the evolution of the "$2 company" concept, allowing for minimal membership for company formation.
- Current law permits a $1 company with a single incorporator acting as member and director.
Future Topics
- Upcoming lectures will delve further into corporate roles and responsibilities, focusing on corporate social responsibility and evolving legal principles.
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Description
Explore the essentials of corporate law in Australia in this quiz covering the history of corporate law, incorporation, and the separate legal entity doctrine. Understand key concepts such as types of companies, the registration process, and the implications of these legal principles. Enhance your knowledge of the Australian legal framework in corporate governance.