a) Private. Business Law Questions and Answers - Discover the eNotes.com community of teachers, mentors and students just like you that can answer any question you might have on Business Law The reason could be illegal, such as due to their race or religion. Section 1 The functions of a company’s secretary are not defined in the acts. This was illustrated in the case of Jones v Lipman [1962][85] where an unlawful refusal to sell a house was made due to the sham transfer of the house to a company controlled by Lipman[86]. As confirmed in Phonogram Ltd v Lane [1982], where the words “subject to any agreement to the contrary” [77] were analyzed, and interpreted as “unless otherwise agreed”[78]. The statement of capital must be completed in F1-F5 of the IN01 form. Sealy,Cases And Materials In Company Law(Cambridge University Press, Cambridge 1971), Sealy and Worthingtons,Cases And Materials In Company Law(10th, Oxford, UK 2013, Susan McLaughlin,Unlocking Company Law(2nd, Routledge, Oxon 2013), A Daehnert, ‘The minimum capital requirement – an anachronism under conservation: Part 1’ [2009] Comp. After registered, the Memorandum and Articles are a contract that used to form a bond between the members and the company. However, a better understanding is made in the case of Re Maidstone Buildings Provisions Ltd[37]. However, there are some limitations. In that case, there is no need to remove this provision. Companies Office. When signing contracts “for and behalf of” the company, the person authorizing it (promoter) will be usually held liable as seen in the case of Kelner v Baxter (1866-87)[75]. This however, was not the case before 1st of October 2009, when the CA06 came into force. You should always check the Companies House for current fees[54]. When a company is formed, the company will contained some basic elements such as the company’s name which is reserved by Registrar of Companies, at least one share, one shareholder and a director, a registered office that used to keep the records of the company, an address that used to serve the legal documents of the company and the address for communication. Allen v Gold Reefs Of West Of Africa Ltd [1900] 1 Ch 656, Hickman v Kent or Romney Marsh Sheep-Breeders Association [1915] 1 Ch 88a, Newborne v Sensolid (Great Britain) Ltd[1954] 1 QB 45, Ooregum Gold Mining Co v Roper [1892] AC 125, Re Maidstone Buildings Provisions Ltd [1971] 1 WLR 1085, Re Northumberland Avenue Hotel Co Ltd[1886] 38 ChD 156, Supplies Ltd v Jerry Creighton Ltd[1951] 1 KB 42, Companies (Model Articles) Regulations 2008/3229, Contracts (Rights of Third Parties) Act 1999, The Companies (Model Articles) Regulations 2008, Alexis Mavrikakis, Helen Watson, Christopher Morris and Nick Hancock,CLP Legal Practice Guides: Business and Company Legislation(College of Law Publishing, UK 2014/15), Alexis Mavrikakis, Helen Watson, Christopher Morris and Nick Hancock,CLP Legal Practice Guides: Business and Company Legislation(College of Law Publishing, UK 2012/13), Boyle and Birds,Company Law(8th, Jprdan Publishing Limited, Bristol 2011), Charles Wild and Stuart Weinstein,Company Law(16th, Pearson Education Limited, Edinburgh gate 2013) 74-77, L.S. 2. We have experts for any subject. The formation of a company must file the articles of incorporation and obtain state and local licences and permits. The regulations for management of the company will be set in the Articles of Association and the regulations in the Companies Act 1965 may be used (Pheng, 2005). Hence, it is possible to have 4 directors. Info: 1328 words (5 pages) Essay Published: 19th Sep 2017 in Law Reference this This is subject to any express agreement to the contrary. The formation of company is required to be registered with the Registry of Companies based on the Companies Act 1965. In conclude, Mr. Azwan and Mr. Zuhri should consider setting up a partnership if the number of people that involved in the business is less than twenty people (Tasmanian Government, 2014). He buys old cars, refurbishes them and then sells them. Also under s 8 (1)(b)[5] it states that the first subscribers must be allotted with at least one share and automatically become members of the company. Entrenched articles are specified provisions which may be amended if conditions are met. Access the links below to view the additional essay and problem questions for each chapter along with suggested answer guidance. The facts are all important and application to the facts is essential. Also, the intensity of copyright law enforcement in India is not as effective as in the other countries. We provide all important questions and answers from chapter Company Law. Explain with the help of decided cases the three legal consequences of establishing such a company (9marks) b) Explain the purpose of the Article of incorporation and whether the bank could rely on it in evaluating Mr. Dixon's application for the loan. When there are more than two people in a partnership, the borrowing capacity for the purpose of investing in the business will become greater. The fee owed to the companies house for registering depends if it is submitted electronically or by paper and if you need the same-day incorporation service. The case of Ooregum Gold Mining Co v Roper [1892][46] illustrates this point when it refers to a “Fixed amount” for nominal value. Heres the truth: problem questions are long. Parts 4 and 5 I. 16 students ordered this very topic and got original papers. (2014) Partnership- advantages and disadvantages. There is the partnership agreement that involved in a partnership which stating the percentage of the profit and loss in the business that should be shared by each of the partners. Business Law Practice Questions MULTIPLE CHOICE (answers at bottom of page) 1. Coursework 1 Adam, Belle, Claire and Dennis have decided to set up a new company which is private, limited by shares. Meanwhile, the general partners of a partnership held liable for all company’s debts and legal responsible where the personal assets of the general partners may be used to pay the company’s debts. Articles of Association represent the contract that involved the matters between the company and its shareholders. (a) Question: Rate of brokerage for the deposits which have term between 1-2 years (a) 1.5% (b) 2% (c) 1% (d) None of […] General organisation Introduction and conclusion Use of facts Statements about the law How to be successful One important point at the start - do not treat a problem question as an invitation to write an abstract essay about the legal issues involved in the problem. BUSINESS LAW FINAL EXAM This is a take-home exam. This is where a court decides to ignore the “separate legal personality”; and it was created by the landmark case through the wording “the veil of incorporation”. c) Family. If you are looking for help with your problem question then we offer a comprehensive writing service provided by fully qualified academics in your field of study. The additional and/or amended provisions must be attached to the IN01 form. Related articles. Ratification is not enough as it is now a different contract with the incorporated company instead of the promoter[81]. The act of the company will be considered as ultra vires if the act is exceeding the limits of the object clause. Section 3 – The Corporate Entity O. Contents. The procedure for amending a company constitution is set out in section 136 of the Corporations Act 2001(cth). The Shares can never be issued at a discount (ss 552 and 580, CA06)[45], in other words, lower than their nominal value. The result is a series that offers you better support and a greater chance to succeed on your law course than any of its rivals. From the 1st of October 2010 all companies are required to have at least one natural director (s 155, CA06[40]) and his details must be stated in E1 of the IN01 form, The “Service Address” can technically be the same as the “URA”. The example problem questions below were written by students to help you with your own studies. The real money is in being able to argue and apply the law in relation to real life situations, and in problem questions; this is where the marks are. Voluntary work at law firm law of international trade which law modules are 'easy'? Question: Would the issue of redeemable shares to Ken suit his investment purpose? It’s also forms the basis of a company’s existence, by regulating external affairs (ss 2-6, CA85)[3]. Adam & Company Limited is available on the registrar, but in the index a company under the name ADAM & COMPANY PUBLIC LIMITED COMPANY is registered. But you can one from professional essay writers. On the other hand, a partnership is a legal relationship formed by the agreement between two or more individuals to conducting business as the co-owners (Murray, 2015). II., our clients have chosen to use model articles with certain amendments of provisions. However, there are exceptions to this principle and this aspect is one of the most ambiguous areas in company law. The Articles of Association[29] are the rules of a company and govern its internal affairs. 1 Question a: 2 Question b: 3 List of Referencing; Question a: A company that formed will create a separate legal entity to conducting business which is protected under the Companies Act 1993 (Companies Office, 2014). Yes, they can change it but it’s irrelevant because Article 11(2)[58] states that “it must never be less than two”. Such agreements are divided into three [...], Critically assess the effects of corporate separate personality. Documents required for registration............................................ Role of Registrar of companies................................................ What is the [...], The issue of interests which are unknown to the purchaser of land have long been a problem to less cautious buyers. A corporate director is a natural person acting as a director of the company. The information required is included in s 9(2), s 9(4), s 9(5) and 9(6) of CA06[10], and briefly this includes the company`s details such as the name, place of registered office, shares, capital, proposed officers and a copy of the company`s AoA. However, it is not an offer. This doctrine can prevents the company to allocate the money of the investors for other purposes that did not stated in the object clause of its Memorandum. Moreover, the legal difference between a company and a partnership is also includes the constitution. Hence an exclusion of personal liability must be given[79] .However the promoter must never sign a contract in the name of the company prior to incorporation. This option terminates the promoter’s personal liability once the company is incorporated. It is normal for makers to [...], Contents Introduction Copyright: The qualification of copyright protection: What is the length of copyright terms lasts of the South African Copyright Act.? The various effects of corporate separate personality shall be dealt with in turn. 5th ed. Law essay questions require you to write an essay. As GlaxoSmithKline claims that their ready to drink Ribena Contains 7mg of vitamin C per 100ml but assume in the test they found [...], Invitation to Treat Invitation to treat is a contract law term. (b) Duties of Promoters In the 19th century, it was common for promoters to sell their own property to a newly formed company at an inflated price, or to acquire assets for the company and receive a commission from the seller. The formation of a partnership is much simpler than a corporation since the structure of a partnership is smaller. It is merely an invitation to others to make offers. Any amendments of the articles must again be sent to the registrar (s 26(1), CA06) and published (ss 1077/1078, CA06[68]). Other than that, formation of the partnership can bring in more capital for the business. There are three types of partnership which are the general partnership, limited partnership and limited liability partnership. For the creation of a partnership, it is less costly and also easier since there is less complex administration works as compared to the company. As Erin is Adam`s daughter, she might argue that she is not an outsider. The first Option available on A7 of the IN01 form is to obtain model articles, also known as “off the shelf” (The Companies (Model Articles) Regulations 2008[32]). Not only that, ultra vires doctrine is also used to guarantee the correct application of the company’s assets in order to avoid the problem of liquidation of the company besides protecting the creditors. A Private company under s 270(1), CA06[35] does not require a company secretary. Veil of Incorporation The veil of incorporation means there is a separate personality between the members and the company. With that noted, the idea that their personal assets will be protected stems from the landmark case of Salomon v Salomon & Co [1897][82]. To begin with, this will be interpreted as a misleading name (s 76(1), CA06)[19], as the company has nothing to do with the non-profit Red Cross organisation. Roach: Card & James' Business Law 4e Problem and essay questions. A company involved higher paperwork with the local government and higher number of people within the board of directors in decision making for the business while the decision making are made by the partners that involved in the business for a partnership. The exam is to be handed out on July 26, 2012 and returned on July 31, 2012 on the final exam time. (11th, Mick Woodley, London : Sweet & Maxwell/Thomson Reuters 2009), Ben Pettet, ‘Promoters and pre-incorporation contracts’ (Oxy.com 2013) accessed. Ask a Lawyer allows you to get free answers from lawyers in your area for basic legal questions on a variety of topics, including family law, employment law, criminal law, and more. As opposed to Options 1 and 2, Option 3 is entirely new articles. company or as agent for it, and he is personally liable on the contract accordingly. (a) Special resolution (b) Ordinary resolution (c) Unanimous resolution (d) None of these Ans. On the other hand, a partnership will be dissolved informally such as when there is death or retirement of the partners or agreement among the partners. It's important to know what kinds of questions to expect so you can prepare for your interview. Thus, protecting them from being personal liable for the company’s debt and other obligations. See Part 1 C. I. Technically, you can use 4 Friends Ltd but under s 67(1), CA06[16], the Secretary of State[17] may judge that this will be passed off as a similar name. The company has entered into a contract with the third party for purchasing furniture, hiring servants for maintaining omnibus. Act, Civil Law, Common Law, Corporation, Debt, Justice, Social Institutions, Virtue, Act, Civil Law, Government, Justice, Property Law, Social Institutions, Trust, Virtue, Civil Law, Corporation, Economy, Government, Justice, Social Institutions, Tax, Act, Civil Law, Common Law, Government, Justice, Property Law, Social Institutions, Virtue, Act, Civil Law, Contract, Divorce, Government, Justice, Marriage, Social Institutions, Virtue, Business Law, Civil Law, Corporation, Economy, Government, Justice, Social Institutions, Critically Assess the Effects of Corporate Separate Personality. Ca06 came into force illegal, such as due to their race religion! 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