subject: company law

multipul choice

1)

An entrenched provision in a company constitution is:

a.

A change to the company constitution that is binding on all members.

b.

A clause that cannot be changed under the process in s 136 of the Corporations Act unless an additional condition specified in the constitution is satisfied.

c.

A provision in the replaceable rules that must be included in the company constitution.

d.

A provision in the replaceable rules that must be included in the company constitution

2)

Which place must a company display its company name?

a.

at the company's registered office: s144

b.

at the ASX s205A

c.

where its board most regularly meets: s254X

d.

at its headquarters: s252

3)

A companys constitution can be enforced by

members

non-members

creditors

liquidator

4)

The indoor management rule means that

a.

Third parties can never rely on any assumption

b.

Third parties can always rely on certain assumptions

c.

Third parties may sometimes rely on certain assumptions

d.

Third parties will always be protected

5)

A companys constitution can be altered by ......

a

ordinary resolution

b

special resolution

c

ASIC

d

Board

6)

The maximum number of shareholders a proprietary company can have is:

a

There is no maximum.

b

50 non-employee shareholders.

c

50 non-officer shareholders.

d

50 with at least two who are Australian residents.

7)

The Corporations Act 2001 (Cth) is:

a.

a combination of Federal and State legislation, with shared responsibility at both levels of government

b.

exclusively State based legislation, enforced by each state, though based in the same principles

c.

Federal legislation which applies Australia wide, based on the referral of state power from all the states to the commonwealth

d.

Federal legislation which applies Australia wide, based on the referral of power from a majority of states

8)

A company comes into existence as a body corporate:

a.

immediately on the happening of a special resolution of the members of the company to approve the registration by ASIC: s114

b.

on the directors receiving the certificate of registration from ASIC: s124

c.

at the close of the next working day after it is registered at ASIC: s46(a)

d.

at the beginning of the day on which it is registered by ASIC: s119

9)

Directors owe the duty of care, skill and diligence to

a.

members

b.

creditors

c.

company

d.

board

10)

Under the Corporations Act, what is the minimum number of directors a public company must have?

a.

2 directors, if they also have a company secretary, or 3 directors and no company secretary

b.

1 director

c.

3 directors

d.

5 directors

11)

An entrenched provision in a company constitution is:

a

A clause that cannot be changed under the process in s 136 of the Corporations Act unless an additional condition specified in the constitution is satisfied.

b

A clause that cannot be changed under the process in s 136 of the Corporations Act under any circumstances.

c

A provision in the replaceable rules that must be included in the company constitution.

d

A change to the company constitution that is binding on all members.

12)

Once registered, a company _.

a

always provides unlimited liability

b

always provides limited liability

c

is a separate legal entity

d

can never be sued

13)

ackie operates her business through ABC Pty Ltd. Jackie had invested partially about $80,000 of the agreed $100,000. ABC Pty Ltd is now in severe financial hardship and is unable to pay its debts. How much can the company ask of Jackie to settle its debts?

a.

80,000

b.

160,000

c.

20,000

d.

100,000

14)

The penalties under the Corporations Act are -

a.

some civil, some criminal

b.

all civil

c.

all strict liability

d.

all criminal

15)

ASIC is a statutory body responsible, amongst other things, for:

a.

Promoting competition and fair play in the marketplace.

b.

Monitoring compliance with Australian corporations law.

c.

Drafting legislation designed to ensure compliance with the consumer law.

d.

Drafting legislation designed to promote competition and fair play in the market place.

16)

The legal barrier between the membership of a company and its creditors is called the...

a.

Corporate Curtain

b.

Corporate Shield

c.

Corporate Culture

d.

Corporate Veil

17)

As its chief administrative officer, the company secretary may competently -

a

Enter into contracts relating to the administration of the company.

b

Dismiss a director of the company.

c

Enter into commercial transactions on behalf of the company.

d

Decide whether or not a dividend will be paid to shareholders

18)

Any company contract or transaction that is not within the scope of one of the company's objects is what? and

Which section addresses this rule?

a.

Is unenforceable, as it breaches the old rule: stare decisis: s584

b.

Can still be enforceable, though it used to breach the old rule: obiter dictum: s584

c.

Is still enforceable, though it used to breach the old rule: doctrine of ultra vires: s125

d.

Is still enforceable, though it used to breach the old rule: caveat emptor: now changed by s601D

19)

A companys constitution can be altered by

a.

ordinary resolution

b.

special resolution

c.

Board

d.

ASIC

20)

A registered company is ...?

Which of the following is not true?

a.

an artificial person recognised by law as a separate legal entity in itself

b.

a person who may enter into contracts in its own right

c.

a business arrangement that only lasts as long as all the parties want it to

(i.e. it ends if any one member wants to leave)

d.

able to own property in its own name