LAWS2014 Lecture Notes - Lecture 2: Rescission, Lodgement, No Liability
Document Summary
The company is a separate legal entity in its own right; The company"s constitution determines its internal governance (s 134, s 135 (2) ca); The table of replaceable rules will become the company"s constitution if they are not displaced (ss 135 (1) & 141 ca). The management of the company will lie with the persons vested with the power under the constitution; if none are listed, the replaceable rule in s 198a. Ca will operate to give the power to the board of directors, except where a resolution is required by the members of the company. The company must have members if there is share capital, they are called shareholders; The company may raise debt or equity, but is required to issue a disclosure document under chapter 6d of the ca {usually a prospectus}. A company is capable of perpetual succession, but may dissolve where it becomes insolvent, is wound up or liquidated, or decides to discontinue business.
