BACKGROUND INFORMATION: After completion of your studies, you have joined one of the largest corporate advisory firms in Sydney as one of the corporate managers. As part of your job profile, you are required to advise clients on a day-to-day basis on how to grow their businesses using your knowledge and understanding of corporate law. Your company has assigned you responsibilities for various clients and it is now your job to prepare business reports on their legal questions and advise them. In this regard, the following case studies are some of the several clients that have been allotted to you for your research reports.

QUESTION 1-TYPES OF BUSINESS STRUCTURES, LEGAL STRUCTURE OF A COMPANY, ITS FORMATION AND REGISTRATION

CLIENT 1-DR NICOLA GREEN AND HER START-UP COMPANY

Dr Nicola Green is a bio-geneticist and a team leader at the Sydney Blacktown Business Research Institute of Sciences (SBBRIS), in the Sydney suburb of Blacktown. She is one of your firms oldest clients. For the past year, she and 25 of her colleagues have been working on a research project to develop genetically modified kale that is delicious, very healthy and grows twice as fast as other kale varieties. It also maintains its health and taste properties when oven dried. This allows it to be cooked (including to produce crispy kale chips) without adding any of the oil typically used in cooking many other kale varieties, which increases their fat and calorie intake.

However, considerable additional research and development is still required. Early testing of the genetically modified (GM) kale caused the internal organs of laboratory mice to melt. The GM kale also has potential to spread to adjacent areas and cross-pollinate with other crops, potentially putting at risk any with organic or GM-free certification. There is also regulatory uncertainty associated with the legal regimes governing GMO crops around Australia. For these reasons, SBBRIS does not want to further the research itself, but would be willing for this to occur if potential legal liabilities can be isolated to a separate legal entity.

Dr Green believes that if the genetically modified kales current killer kale characteristics can be removed from it, and other obstacles overcome, then successful development of the project has the potential to earn significant amounts of money. She envisages that thousands of people may ultimately want to invest in the venture.

YOUR TASK:

Your firm has recommended that SBBRIS register a company to pursue the project and asked you to advise. Using ASICs website, or the textbook (with proper referencing) prepare a comprehensive report for Dr Green on the following questions:

1. Dr Green would like to name the company Green Vegetables, Kale Invest, Hail the Kale, or LoCal Kale. Are any of the names available? (2 Marks) (50 words)

2. If Dr Green would like to reserve any of the above names, if available, is there a possibility for doing so, and if so, for how long can a name be reserved? (2 marks) (50 words)

3. How much would it cost to reserve a name until the company is established, to prevent a competitor registering it first? (2 marks) (50 words)

4. Once the company is registered, where will it need to display its name? (1 mark) (50 words)

5. What advantages would Dr Green receive if she were to register her business as a company as compared to other forms of business, and what will be shortcomings that you think she needs to be aware of if she registers her business as a company? (5 Marks) (150 words)

6. For the following stages,

at start-up stage; and,

then, after further research and development, Dr Green believes that thousands of people will be ready to invest. At this stage, whether the company would be required to prepare annual financial reports? Provide your answer by citing applicable provisions of the Corporations Act. (4 marks) (100 words)

7. What form would you use to apply to register the start-up company? What additional information do you need to complete the form? (2 marks) (50 words)

8. How much is the fee for lodging an application for company registration? (1 mark) (50 words)

9. Who will need to give consent before application form to register the company can be lodged with ASIC? (1 mark) (50 words)