JSB171 Lecture Notes - Lecture 1: Trading While Insolvent, Limited Liability Company, Board Of Directors
Document Summary
Company is a separate legal entity from members and directors. Even if operating in substantially the same way as before incorporation. Has been criticised as abusing limited liability of members: gordon v fct: treating related companies as separate when in reality directors act in interests of the group, and common directors & shareholders: qintex australia finance v schroeders. Company not a sham merely because taking advantage of this: sharrment v official trustee. Corporation has capacity & powers of an individual: s124(1) No right to recover calls from shareholder who fails to pay them: s112(2)(c) Acceptance by a person of a share in a no liability company does not constitute a contract by the person to pay calls in respect of the shares or any contribution to the debt of the company: s254m(2) S=leather merchant operated for 30 years then incorporated.
