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Company law Essay Example

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❶And under s 3 , the time for taking a legal action under s 1 is limited to in 6 years after the happening of the breach of disclosure duty. Inextricably linked with this ratio is an acknowledgement of the importance of certainty within the law, thus separate corporate personality becomes a concrete principle to which the law must adhere.

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Company law

Memorandum of association is a document that explains external environment and the company. Article of Association states the company and employee relationships. The company solicit or should verify the two documents before presentation to theregistrar of companies. The documents should be properly dated and have the company seal and direct or signatures. Sane should state the total number of members of the company. The number of shareholders should not come below two and not more than fifty.

The application letter and in the memorandum of association should be thesame. If the names differ, the registrar of companies will decline to register a company.

The directors will be required to register the company a fresh with similar names in all the registration on documents. The registrar of companies will issue sane with the certificate of incorporation he complies with the entire company requirement. The third type is an offer information statement. Under an offer information statement, the amount to be raised from the issue of securities is 10 million or less. The last one is profile statements.

This type is prepared as an addition to a prospectus and a reform to simplify policy objective and reduce the volume of disclosure objects. Under the circumstance, for the option 1, an offer information statement is appropriate. The offer information statement is comparative simplified and according to the Corporations Acts, it is intended to facilitate more efficient capital raising, especially for start-up and small and medium sized enterprises zuozhe, The disclosure requirements are lower level than for a prospectus.

Furthermore, the copy has been lodged with ASIC who takes no responsibility for its contents is required. For option 2, a detailed, full-disclosure prospectus is required. The obligations are concluded as following zuozhe, I will recommend option 1in this case. Jaan is a small manufacturing business and not a mature company; it has not enough experience and comparative low capital base as well less able to meet the costs of raising capital. Compare with mature company, Jaan is less able to meet the risks to challenge the market changes and adapt quickly.

Offer information is particularly suitable for the small and mid-sized enterprises; it has lower requirements than prospectus and also more flexible for the company.

According to S , if a disclosure document has following characteristics, then it would contravene: In this case, Jaan has a very positive forecast in the sales and profit in the following years; however, it has not happened.

The company said the market needs of snowboarding are huge and the company has confidence to forecast that they have made a right choice. Unfortunately, the company is circulated these forecast without reasonable basis and inadequate marketing research.

In addition, the company also comes out a new circumstance: This is unexpected but this circumstance should have been disclosed in the document. Under the Ch 6D, the company should disclose all the relevant risks to enable the investors to make a cautious decision. Nevertheless, the company only focus on the bright side of the future and miss to present the potential external factors that may influence the sales of the company.

Defendants may avoid their liability if they can satisfy the defences set out in ss In this case, according to section , Jaan may avoid liability if they can provide evidence that their sales forecast is based on reasonable grounds, there is no misleading for the investors. And in order to defend successfully, the company also needs to show that they undertake that they can confirm their information is based on reasonable basis and the accuracy is creditable in the prospectus zuozhe, Furthermore, Jaan should also to prove that they were unaware of the changing weather to make the company to bear the loss.

These can be potential defences for the company. Thus recent case law points to the importance of the Salomon principle in that companies will be regarded as separate legal entities with their own liabilities and obligations unless there seem obvious reasons to disregard the corporate veil.

When I say obvious I refer to reasoning that would allow fraud. Judicial decisions have varied with time, choosing to follow Salomon, then disregard it by lifting the corporate veil and now more recently to show their allegiance to Salomon once more. Legislative measures are in fact based on technicalities [29] or the prevention of wrongdoing i. Inextricably linked within this is a concern for justice; yet I feel this only extends as far as to include notions of commercial wrongdoing that strategically plan to defraud others by evading liabilities and obligations.

For surely the whole notion of incorporation carries with it notions of risk taking and it would be impossible to protect against all of this. The judicial emphasis on certainty is the right one, for in a commercial world full of risky transactions the notion of justice becomes a subjective one and thus the clearer notion of certainty becomes more important. C [] 3 All ER If this essay isn't quite what you're looking for, why not order your own custom Coursework essay, dissertation or piece of coursework that answers your exact question?

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Free coursework on Company Law Essay from, the UK essays company for essay, dissertation and coursework writing. The company said the market needs of snowboarding are huge and the company has confidence to forecast that they have made a right choice. Unfortunately, the company is circulated these forecast without reasonable basis and inadequate marketing research.

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