BLAW20001 Study Guide - Final Guide: Unlimited Company, Public Company, Legal Personality
19 Jun 2018
School
Department
Course
Professor
Natural Persons v Pty Ltd v Pty v Limited by guarantee
Unincorporated entities have no legal personality separate from their participants e.g. sole traders, clubs, partnerships.
Incorporated entities (‘corporations’, ‘companies’) are separate legal persons.
Associations can be incorporated under state laws.
Types of Companies:
Corporations formed under the Corporations Act are “companies”. Either public (Ltd. Limited by shares, limited by guarantee (in the case that a company fails people have a
designated amount they will contribute), unlimited company, no liability company ((start-up) mining companies can withdraw and forfeit shares at any time) or proprietary
(Pty Ltd. A private company, limited by shares, limited by guarantee (not indented to make profit)).
Pty Ltd Pty Limited by shares Limited by
guarantee
No Liability
Classification: s 113: no more than 50
non-employee members.
Must have one or more
directors.
s 112:. Unlimited no. of shareholders.
Can raise capital from public.
Compulsory AGM and financial
statements.
Types of Companies Limited by shares,
Unlimited company
Limited by shares, Limited by guarantee,
unlimited company, no liability company
Number of directors s 201A: must have one or
more directors.
s 201A(2): Public companies must have
three or more directors.
Appointment of directors Table 10.1
Removal of directors
from the board:
s 203D: Public company- must be an
ordinary resolution.
s 203A: a Director can resign
Removal of directors by
members:
s 203C: s 203C: RR for proprietary co.’s only.
Single
director/shareholder
Allowed
s 135(1): RR’s do not
apply.
s 198E:can exercise all
powers of the company
and can execute a
negotiable agreement.
s 201F: special rules for
appointment
s 202C: Must be paid
remuneration
s 191(5). This section
does not apply to a
proprietary company
Not allowed
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Document Summary
Natural persons v pty ltd v pty v limited by guarantee. Unincorporated entities have no legal personality separate from their participants e. g. sole traders, clubs, partnerships. Incorporated entities ( corporations", companies") are separate legal persons. Corporations formed under the corporations act are companies . Number of directors s 113: no more than 50 non-employee members. Unlimited company s 201a: must have one or more directors. s 112:. Allowed s 135(1): rr"s do not apply. s 198e:can exercise all powers of the company and can execute a negotiable agreement. s 201f: special rules for appointment s 202c: must be paid remuneration s 191(5). This section does not apply to a proprietary company. Restriction on voting and attending meetings of public companies. Subject to terms on which shares in a proprietary company are on issue, directors will pay as they see fit s 194[rr]: directors can have interest and vote. s 194.
