BTC1110 Lecture Notes - Lecture 12: Legal Personality, No Liability, Contributory Negligence
3 Aug 2018
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Asic administers and enforces corporations law 2001. Separate legal entity from people who own and manage it. Ow(cid:374)ers a(cid:374)d (cid:272)o(cid:373)pa(cid:374)y separated (cid:271)y (cid:858)corporate veil(cid:859) Salmon v salmon: cacl [17. 55: sole proprietor, incorporated into company, sale of business resulted in 20,000 shares, company became insolvent - liquidated, hol revered decision company was separate legal entity distinct from shareholders. Liquidator argued mr s and company same person, personally liable for debts, court agreed. Distinguished by size and ability to raise capital. Proprietary companies: liability limited by shares and capital. Public companies: liability limited by share and guarantee, liability unlimited with share capital, no liability. Company can have constituion and replaceable rules: s. In public company members do not manage business. Company, as artificial person, must act through agency. Companies must have secretary responsible for book keeping, agendas, compliance. Duty to act in good faith, in interest of other comapny, for a proper purpose, duty to avoid conflicts.
