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SS Lecture 3 - SS Lecture 3 Overview Corporate capacity 22...

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1 SS Lecture 3 Overview Corporate capacity ¶22-100-¶22-160 Scope & operation of co law: HRS ¶ 2-100- ¶2-160 Sources of co law: HRS ¶2 200 2 360 Sources of co law: HRS ¶2-200-2-360 ASIC & ASX: HRS ¶2-500- ¶2-540 Other business organisations: HRS ¶ 3-100- ¶ 3-250 Company types: HRS ¶ 3-300- ¶ 3-370 Corporate groups: HRS ¶ 3-400- ¶ 3-460 1 Corporate capacity Can companies (which are artificial legal persons) do everything that natural persons can do? 2 Companies can carry on business and other activities because the law confers on them the capacity to do so Statutory grant of capacity S.124: Companies have the capacity and powers of an individual + all the powers of a body corporate, including the power to 3 issue shares issue debentures Constitution may limit powers S.125: constitution may restrict or prohibit the exercise of any power Why? 4 What is the effect of contravening any such restriction or prohibition? Acts outside restrictions/prohibitions not invalid as against third parties Internal remedies may be available A company’s objects S.125(2): constitution may state the company’s objects What are these? 5 Effect of contravention? Internal remedies may be available Rationale? What is company law? General term used to describe the legal rules governing: Formation, operation and termination of Formation, operation and termination of companies characteristics of companies relationships between participants in companies (such as members and officers) aspects of companies’ dealings with outsiders 6
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