Corporations Act Company Law

Question: Discuss about theCorporations Act for Company Law. Answer: Introduction Section 117 The Australian Corporation Act 2001 Sect 117 focuses on the application for company registration in the country. According to Sect 117 (1), a person can only register a company after lodging the application with the Australian Securities and Investment Commission (ASIC). This subsection also states that the companies that can seek registration under Sect 117 are those Section 112 covers. Paragraph 2 holds that the application must include the following factors: the type of the enterprise that the owner proposes to register; proposed name (unless it has to use the ACN); names and addresses of all the people who plan to become members; and personal details of anyone who wants to become the company director or secretary and their families. Other details that accompany application must include are the address of the proposed registered office and its proposed opening hours, especially in the case of a public enterprise. The address of the companys principal place of business must also fe ature in the application if it is not the same one as the registered office. For an unlimited company or one that is limited by shares, the class and number of shares that all members agree in writing to buy as well as the amount they are willing to pay for them must also exist in the application(ASTLII, 2016). Sections 134 and 135 Section 134 of the Corporations Act 2001 deals with how companies should manage their internal matters(AUSTLII, 2016). However, Section 135 focuses on the replaceable rules, outlining how the company should apply them. It states that a replaceable rule applies to all companies that sought registration after July 1, 1998, or any that - although registered before that date repealed or repeals its constitution after it(AUSTLII, 2016). Sections 254a (2) and 254a (3) In general, Section 254A of the Corporations Act 2001 demonstrates how a company should use its powers to issue partly-paid, bonus, redeemable preference, and preference shares. Section 254A (2) states that an enterprise has the authority to give preference shares only if the companys constitution sets out all the rights attached to shares or it has a special resolution for their issuance (AUSTLII, 2016). Section 254A (3) defines the redeemable preference shares, stating that they are those that the company issues on the terms that they are subject to exchange for other benefits(AUSTLII, 2016). Other Required Documents For one to register a company in Australia, he/she needs to provide the following documents company minutes, personal details of the secretary and directors, certificate of the companys registered office, and address of the companys principal place of business. Section 117 Historically, the amendment of Section 117 became effective as from December 15, 2001 the same year it became part of the Corporations Act 2001(CCH Australia Limited, 2011, p. 186). Since it outlines the entire process of registering a company, its inclusion in the Corporations Act 2001 helps anyone who seeks to register his/her business in the country. Sections 134 and 135 Just like most laws governing the operations of companies in Australia became effective as from July 1, 1998, Sections 1354 and 135 became operational from the same time. Since Section 134 deals with internal management, its inclusion in the Corporations Act 2001 enables companies to learn how to handle their internal environments in line with the Australian laws. Similarly, Sections 135 covers replaceable rules, guiding businesses on how to apply them. Sections 254a (2) and 254a (3) Several Australian company laws became operational as from July 1, 1998. Similarly, Sections 254a (2) and 254a (3) entered the law the same time but only became effective as from December 15, 2001. In general, these sections deal with matters related to all types of shares. Therefore, their inclusion in the Corporations Act 2001 enables companies to use powers in handling shares in line with the Government laws. The Corporations Act 2001 Section 198A Section 198A of the Corporation Act 2001 outlenes the responsibilities of company directors for running different errands of the organizations that they head. Usually, directors exercise the powers of a company unless it has policies that bar them from doing so. For example, their authorities involve handling the issue related to shares. Section 198A is a feature of the Corporation Act 2001 because it lays out the powers (responsibilities) of directors in a corporation. For that reason, any director of an Australian company must run their business errands in line with the provisions of Section 198A(Ford, 1986, p. 15). Although this corporation rule became an Australian law in 2001, its development began in 1825 in both England and Australia. During that period, it went through various legislations, which lead to the formulation of some bills in both countries, such as the Commonwealth. According to this law, companies appoint directors to act on behalf of its primary shareholders. In addition to that, the Section also stipulates their duties and responsibilities and outlines that the leaders should use their positions without showing any ulterior motives, such as making a profit at the expense of the shareholder or abuse of their powers. For that reason, they have to observe the interests of their employers and help the company prosper(Lipton, 2007, p. 814). Section 191 The Australian Corporations Act 2001 encompasses laws that deal with the business activities in the country. It focuses on the Australian enterprises and covers other statues associated with partnership and investment schemes. In addition to that, it also regulates issues dealing with company operations, its activities, and the duties (responsibilities) of the companies directors. The Corporations Act, 2001 of Australia, has ten chapters, with each containing several sections. One of them is the Section 191. This Section covers the duties of company directors, such as avoiding conflicts of interests and misusing or embezzling the properties of the enterprise. Moreover, Section 191 of the Australian Corporations Act 2001 requires company directors to disclose material interests by prioritizing those of the company. They should also make their counterparts aware of the material personal interest regarding the matters of the company unless the business policies prevent them. However, the director does not have the right to give out a notice if the material personal interest underlies the matters of his/her remuneration. Nonetheless, this section is not applicable to companies with one director. In general, the public law prohibits the violation of duties to avoid conflicts of interest. Section 250R Section 250R of the 2001 Corporation Act focuses on the advisory resolution for adopting the remuneration report. It also refers to the Business of the Annual General Meeting. According to its subsection 2, the Annual General Meeting of a listed company can only reach the resolution to adopt the remuneration reportthrough voting. Usually, this Subsection operates in line with paragraph249L - 2(a), which requires that the AGMs notice must inform the members that the meeting will involve putting the resolution. The Subsection 3 states that voting on the resolution is advisory and does not, necessarily, oblige the company or its directors. Historically, the Section 250R (Business of the AGM) originated from the No. 61 of the 1998 (Sch. 1), which became effective as of July 1, 1998. The inclusion of the Section 250R (2) and (3) in the 2001 Corporation Act is to ensure order and fairness in finding the resolution to adopt remuneration report. For that reason, they promote voting, through which the members of the AGM can express their interests. In addition to that, the Section 250R also requires that the AGM organizers notify the members about their intentions to put a resolution(Australian TaxationOffice, 2016). References Austlii, 2016. Corporations Act 2001 - Sect 117. [Online] Available at: https://www.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s117.html [Accessed 15 September 2016]. Austlii, 2016. Commonwealth Consolidated Acts. [Online] Available at: https://www.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s134.html [Accessed 15 September 2016]. Austlii, 2016. Corporations Act 2001 - Sect135. [Online] Available at: https://www.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s135.html [Accessed 15 September 2016]. Austlii, 2016. Corporations Act 2001 - Sect 254A. [Online] Available at: https://www.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s254a.html [Accessed 15 September 2016]. Australian TaxationOffice, 2016. Section250R - Business of AGM. [Online] Available at: https://www.ato.gov.au/law/view/document?LocID=%22PAC%2F19890109%2F250R%22 [Accessed 6 September 2016]. CCH Australia Limited, 2011. Australian Corporations Securities Legislation 2011: Corporations Act 2001, ASIC Act 2001, related regulations. Melbourne: CCH Australia Limited. Ford, H. A. J., 1986. Principles of company law. 4 ed. New York: Butterworths. Lipton, P., 2007. History of Company Law in Colonial Australia: Economic Development and Legal Evolution. elbourne University Law Review 805, 31(3), p. 814.