商法 Chapter 27.ppt

* CO-28.1 * * * CO-28.2 * CO-28.2 * CO-28.2 * CO-28.3 * CO-28.3 * CO-28.3 * CO-28.4 * CO-28.4 * CO-28.4 Copyright ? 2011 Pearson Australia (a division of Pearson Australia Group Pty Ltd) – 9781442525276/Gibson Fraser/Business Law/5e PowerPoint to accompany PART 6Chapter 27 Companies and Incorporated Associations Chapter objectives On completion of this chapter, you should be able to: define the essential characteristics of a corporation outline the different classifications of a corporation outline the legal requirements for the management of a corporation define the essential characteristics of an incorporated association Companies Companies in Australia are regulated by the Corporations Act 2001 (Cth). Under the Corporations Act a company: Is incorporated with limited liability; Has a perpetual existence; Has the right to sue and be sued; Has the right to hold property. Companies Separate legal entity Separate legal entity of a company is the fundamental characteristic that makes it distinct from other trading entities. It means the company has its own legal existence and therefore rights and obligations completely separate and distinct from the people involved in it: Salomon v Salomon Co Ltd [1897] Companies Lifting the veil of incorporation The concept of ‘separate legal entity’ is often referred to as the ‘veil of incorporation’. The shareholders and the directors are completely separate and distinct from the company as though a veil (‘or shield’) hides and separates them. Companies Lifting the veil of incorporation In exceptional cases, Courts will ‘lift’ the corporate veil of incorporation and give rights and obligations to parties, such as where there is fraud: Green v Bestobell Industries Pty Ltd [1982] and Pioneer Concrete Services Ltd v Yelnah Pty Ltd (1987) Nature of companies Classification of companies Classification of companies by liability Classification by liability Liability of the members is limited to the extent determined by t