The company needs a name as it is a separate legal entity that may be treated as a separate legal per under its own name. As a separate legal person, a company can be sued, own property, enter in a contract, borrow money under its own name.
In selecting a company structure to be incorporated, the person needs to consider the purpose of the business, the capital resources as well as the financial ability to operate the company…
Types of company:
Company Limited by Shares: In this form of company, people own part of the company by holding shares (i.e. shareholders). The liability of shareholders is limited to the value of their shares. This type of company can be a private company or a public company and it is suitable for most trading and business purposes.
Company Limited by Guarantee: This is the business structure that is used for most non-profit organisations which are beneficial for community such as charities, clubs, societies… The members of this type of company pay a nominal amount of money to the property of the company and their liability is limited to this nominal amount.
Proprietary company: The Company is limited by shares or an unlimited company with shares capital. The company can only have up to 50 non-employee shareholders
Public company: Shares of the company are held by the public and trade freely on the stock exchange. There is no limitation on the amount of shareholders as well as limitation on borrowing funds from the public.
Unlimited Liability Company: Private company that owners have unlimited liability in which they have responsibility to cover all debts and liabilities of the company.
No Liability company: This company structure can only be formed for mining purposes. The company has share but has no contractual right under its constitution to recover calls made on its shares from a shareholder who fails to pay them.
The differences of these types of company provide the information to people on which type of company is suitable the most to their business purpose, goals and financial ability.
A public company must have at least 3 directors (2 Australian resident) and 1 secretary (Australian resident) while a proprietary company must have 1 director and the secretary is optional (Australian resident). These directors and secretary are registered under section 3- Appoint officeholder in the application for registration as an Australia company.
It is depend on the owners of the company on how many shares the company will issue and the price of the shares issued in order to have a sufficient capital
After fill in the form 201, it need to be lodged to ASIC to register the company.
2. “Directing mind and will of the company”: this concept refers to the directors, Executive officers or secretary of the company that act as the company itself, not just on behalf of it. The company is identified as a legal person, however it must act in a natural human environment, therefore it needs someone to represent itself in a human nature.
Summary of ABC Development Learning Centres Pty Ltd v Wallace:
2003: A child aged under 3 escaped from a childcare centre owned by ABC by scaling the playground fence a 90cm foam cube. He as supposed to be under the supervision of the child care workers but they had failed to take reasonable precautions to protect the child from hazards and to adequately supervise the child (as required in section 26 and 27 of Children’s services act) ABC was charged $200 of inadequate supervision without any other charges. However, ABC blamed the failure of protection and supervision the child to its workers ABC failed on appealing the offence.
Directing mind and will of the company is the phrase that refers to the mind and will of the company is restricted to upper management (the directors and executives) and that individuals lower in the organisation do not act as the company but for the company.
Directing the mind and will of the company
This concept was clearly…