Chapter 9: Management of companies

Question 1

Explain what is meant by the 'internal rules'? What are the three choices that companies have regarding their internal rules, and how do these choices differ to what was the situation before 1 July 1998?

Question 2

Company A was registered by ASIC on 4 January 2010 with its internal management governed by the replaceable rules. On 4 January 2016, 55% of Company A's members voted in favour of adopting a constitution. Is this adoption permissible under the Corporations Act?

Question 3

Explain why the concept of a company being described as an 'artificial legal person' is a 'legal fiction'. How has this concept has been dealt with in HL Bolton (Engineering) Co Ltd v TJ Graham & Sons [1957] 1 QB 159 and John Henshall (Quarries) Ltd v Harvey (1965) 1 All ER 725?

Question 4

In what ways can a company make a contract at common law and under the Corporations Act?.

Question 5

Lu is busy making contracts in preparation for her yet-to-be-formed company that will specialise in providing accountancy services. Lu has been told that she is a 'promoter'. Lu asks you, 'what is a promoter?', and 'what is a promoter's relationship to the later incorporated company?' Lu then asks you to explain to her Part 2B.3 of the Corporations Act, and what dilemma in common law it was intended to overcome.

Business and Corporations Law, 3^rd edition, Tutorial discussion questions, Chapter 9

2017 Reed International Books Australia Pty Limited trading as LexisNexis. Learning materials created and updated by David Parker.