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Situation 1. She arranges with the company's bank to transfer an among off from the company account into a personal bank account held by her in her own name. She uses the funds to finalize some outstanding personal debts.
Situation 2. As a director, she receives information that the company is in a serious financial position. She arranges to transfer a larger amount of the assets of the company over a new proprietary company that she formed with the intention of caring for the same business.
Situation 3. Contrary to a resolution of the Board and notwithstanding established business practice that limits the credit to $20,000 she allows a trade debtor (who has a history of bad debts) to exceed its credit limits by $25,000. The debtor fails to pay the outstanding amount of $45,000. Can she rely on the business judgment rule in this situation?
Required: Has she breached any duties under the Corporation Act in the three (3) situations listed above?
Kelvin is considering buying shares in a company. Kelvin asks you to explain to him what is meant by the erm member and shareholder and he different a in which a person may become a member. He also asks you to explain who may be eligible to become a member, and how many members a company is permitted o ha e Finally Kelvin ask How does a person cease to be a member of a company?
Required: Advise Kelvin.
Borisda Builder Pty Ltd has five (5) directors: Vesna, Sergey, Ilyych, Mikhail, and Zviad. Mikhail and Zviad are working directors. They manage the day-to-day operations of Borisda Builder Pty Ltd. The company is engaged in all aspects of homebuilding.
Ilyych is an accountant and he helps out with the production of monthly financial reports for all the directors.
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Vesna has attended University and holds an engineering degree and a Masters of Business Administration (MBA). She has a good knowledge of the building industry and the way company finances work.
Serge i Z iad bro her and ha had a long history of depression and lack of elf-esteem. Zviad ppor ed Serge i h o become a board member enough he offered little by way of expertise. Z iad ho gh ha i o ld help Serge personal de elopement beginning him a different foc
Borisda Builder Pty Ltd had a record ear in The government fir home b er grant meant that the company had many building contracts. The directors met in July and decided to pay a dividend of 9c per share.
The company has experienced a severe decline in new contracts in the last two months. This is due in part to a number of cut-price builders offering cheap building contracts. This has placed the company in financial difficulties. Mikhail and Zviad have been with the company since day one and are attached to the company. It is their main focus and provides them with emotional and financial wellbeing.
Sergey has never read any financial statements that have been sent to him. He did not check the company financial return for an of the ear before he a appointed and he has never read a report since he was appointed.
Shareholders of Borisda Builder Pty Ltd number 15 and include the directors and members of the founding family who have held onto shares but take little interest otherwise.
Vesna’s brother Doug has a building design company Doug the Designer Pty Ltd and Vesna attends its Board meetings and gives advice. Because of her education and experience, the Board of Doug the Designer Pty Ltd follows her directions. Recently, Borisda Builder Pty Ltd contracted with this company. It was Vesna that convinced the rest of the Board of Borisda Builder Pty Ltd to enter this contract. It was Vesna that had collected all the quotes for this work and they all exceeded the Doug the Designer Pty Ltd quote. This was due to the fact that Doug the Designer Pty Ltd had put in a quote below the cost price of the work because Vesna had promised more work from Borisda Builder Pty Ltd in the future.
Ilyych attended a Board meeting a few months ago and brought with him what he believed was a great idea. His proposal was that the company become involved in constructing cubby houses for children out of the leftover materials from around their building sites. The other Board members were not so convinced but Ilyych being an accountant produced some very impressive figures based on information from the company file The board o ed against the proposal after Vesna, with her MBA training, argued the company should focus on its main game of house building.
Ilyych is disappointed but yesterday signed a deal with another building company known as Canweafixdat? Pty Ltd. The deal involves Ilyych being paid a commission of 10% for every cubby house sold and a place on their Board.
Borisda Builder Pty Ltd is having financial problems yet the Board continues to allow the company to trade without considering the consequences.
Discuss the statutory and common law positions of the directors in the case study above.
Joe is a company director in a proprietary company. He is proposing to put a resolution to his company that it buy out the smaller holdings. Joe reasons that there are a number of quite large shareholdings and many of the smaller members have little interest in the company. Joe does not want to force any member to sell their shares but would like to clean up the register by buying out the smaller holdings.
Advise Joe on the legal implications of his plan.
Flywell Ltd is the owner of an Australian domestic airline. The Australian travel market is very competitive. The management of Flywell Ltd is concerned about the plans of a rival airline company intending to expand its Australian domestic operations. The board of directors of Flywell Ltd decides to revamp its fleet of aircraft and purchase extra planes, but the company does not have the capital. Flywell Ltd wishes to induce each investor to invest $10,000 with the company in exchange for shares in the company. The company aims to raise between $9 million and $11 million in new funds. The company has approached you for advice.
Advise Flywell Ltd of its fundraising obligations under the Corporations Act, paying particular attention to the specified facts.
The assignment has to be submitted via Blackboard. Each student will be permitted one submission to Blackboard only. Each student needs to ensure that the document submitted is the correct one.
A sole proprietorship is a business which is run independently and is looked into by the management of the company by the sole owner himself. The sole owner is responsible for all the profits and losses of the firm. All the powers related to the management and the decision making powers of the company lies with such a sole trader. The legal formalities required in the formation and the dissolving of a sole proprietorship are very less in comparison to that of a partnership or a company. Since all the decision making powers vests with the sole proprietor, the decision making process shall be easier. The liability in such a company is maximum.
In comparison to it, a partnership firm is run jointly by two or more than two members, and the legal formalities required in setting up and dissolution of a partnership firm are considerably more in case of a partnership firm. The partners bring in the capital as per the decided ratio of their shares and the profits and the losses arising out of such a business are shared between the partners equally. Therefore, the liabilities are less for each individual partner.
Since, the management powers lies with all the partners, there can be frequent clashes and difference of opinion which can delay the decision-making process. The operations of a partnership firm are done on a large scale. Setting up of a partnership firm requires registration for gaining advantage of legal remedies. It is not easy to transfer the ownership in such a firm. A Limited Liability Partnership (LLP) is also another type of separate business entity wherein the protection of possessing the liability is limited. With certain necessary business skills and abilities, making money from such type of firms becomes easier.
On the other hand, a company is referred to an entity which has a separate legal existence from its owners. The owners of the company are the members or the shareholders and the rights which are granted to the company are the same rights as natural persons which means that a company can incur debt, sue and be sued in its name. The directors of the company are managers of the company.
A company can either be a proprietary limited company. Such companies have ‘Pty Ltd.’ in their name and does not sell its shares. On the other hand, the public company does not make sale of its shares and has limited liability. Companies which are larger in size sell their shares to the public which can still limit their personal liability. Such companies have ‘Ltd.’ in their name. The liability of the members or the shareholders is limited and such shareholders are not personally held liable for the debts of the company.
Even in case of a one person company, the liability of the shareholder or the director is limited. The tax rate is also comparatively lower, however, such a company involves taxation at the company tax rate. For registering a company with ASIC, it is necessary that an initial registration fee should be paid (ASIC, 2019).
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