incorporation of companies Flashcards
definition of pre-incorporation agreement
temporary agreement on legal arrengements prior to actual incoporation
not binding upon company after incoporation
promoters - define
undertake the steps for incoporation of company
not defined in the 2015 company act
they have rights and duties keeping them accountable while the anable the company to be formed
promoters - define
1 case
duties : 5 (1 case)
liabilities: 4
remedies
preliminary contracts by promoters - 1 case
undertake the steps for incoporation of company
not defined in the 2015 company act
they have rights and duties keeping them accountable while the anable the company to be formed
twyford v grant - negotiates preliminaty agremen on behalf of the proposed company
duties
.1. duty to disclose secret profits - erlanger new sombrero phosphate company
- disclose all material facts
- fiduciary relationship - to keep in trust for the company
- duty to disclose the private arrangement
- duty of promotes against the future allotees of the shares
liabilites
1. liability to account for profits -s ue for the ammount and recover the same with interest
- personal liability - until the contracts are discharge or company takes over liability
- liability of the mistatement in the prospectus - wrong info that lead to a loss then they need to pay compensation of every share and debenture
- liability at the time of winding up the company - misfeanse or breach of trust or fraus against the promote
remedies :
1. recession
2. recovery of profits
preliminary contracts by promoters - not binding until directly or through conduct are a new contract thats the same can be inferred after corporation - (price v kelsall )
Ratification not possible! a new contract is needed!
types of registered companies
limited comapnies - 2
unlimited
private company
public company
limited companies:
1. by shares - s.6 - shareholder
- guarantee - s.7 - member of company
unlimited: s.8
private: s.9 7 things
public - 3 things
registration of a company (6 provs)
s.11 - form 4
s.12 : MOA (4)
s.13: docs: 10 things
s.14: state of capitala nd intial shareholding
s.15: statement of guarantee
s.16: statement of officers
s.17: register to registrar
s.18: certificate issued birth!!
MOA
DEF: CASE
4 REQUIREMENTS
COURTNAM V BROUGMAN
4 REQUIREMENTS: S.12
AOA
DEFINE (2 CASE)
BINDING
PROVISIONS: 2 WITH 1 CASE
ELEMENTS: 5
ALTERATION: 4 PROV + I CASE
ASHBURY V WATSON - COMPANY CHARTER
ELLEY V POSITIVE GOVERNMENT
YES: SCOOT V FRANK
S.28: UNRESTRICTED
S.13: LOCK V QUEENSLAND (MODELS OF ARTICLES IN REGISTRATION OF COMPANY)
5 REQUIREMENT:
- PRINTED
- PARAGRAPHS
-SIGNED
- DATED
- SUBSCRIBER AUTHORISED
ALTERATION:
S.22///S.23////S.24///S.28(2)
GF: ALLEN V GOOLD REEF
