Corporate Law Notes
Sole Proprietor (Pg 50 3-120) Individual Person
Partnership (Pg 50 3-130) • Association of people (2 or more, not more than 20, except law & accounting firms) (CA 2001 Section 115, Pg 668) • Carrying on a business with a common view to profit
Other Forms of Business (Pg 52, 3-140 3-160) Joint Ventures • Contractual agreement to conduct a particular venture or related ventures • Not a separate legal entity • Assets & obligations of the venture are the venturers personally • Parties not conducting a business “in common” • Venturers are not agents of each other • Liability is serval and not joint Not for profit organisations: • Clubs • Unincorporated associations • Incorporated associations
No separation between the business and the person conducting the business
• Not a separate legal entity • No legal steps to create a partnership (but have a partnership agreement) • Partners are liable for each other (agents to each other) • Partnership dissolves and reforms when a partner leaves or a new partner joins • Not taxed separately Limited Partnership • Limited partners are those who only contribute capital to a business but are not involved in day-to-day management • Must have at least 1 general partner
Trust Managed Investment Scheme Syndicates
1
Companies
Advantage: • Limited Liability • Perpetual Succession • Free Transferability of Interest • Can have large number of members (more than 20) • Corporate law as standard form contract between participants • Company charges • Taxation consideration Disadvantage: • Establishment and administration costs • Publicity • Public law obligations
Types of Companies (CA 2001 Sec 112(1), Pg 667)
Public Companies (Pg 62-63) • Listed & Unlisted Public Companies Limited by shares (CA 2001 Sec 9, Pg 645) • Most common and appropriate form • Membersʼ liability limited to the amount contributed to company Proprietary Companies • Large & Small Proprietary Limited by shares (CA 2001 Sec 9, Pg 645) • Most common and
Partnership (Pg 50 3-130) • Association of people (2 or more, not more than 20, except law & accounting firms) (CA 2001 Section 115, Pg 668) • Carrying on a business with a common view to profit
Other Forms of Business (Pg 52, 3-140 3-160) Joint Ventures • Contractual agreement to conduct a particular venture or related ventures • Not a separate legal entity • Assets & obligations of the venture are the venturers personally • Parties not conducting a business “in common” • Venturers are not agents of each other • Liability is serval and not joint Not for profit organisations: • Clubs • Unincorporated associations • Incorporated associations
No separation between the business and the person conducting the business
• Not a separate legal entity • No legal steps to create a partnership (but have a partnership agreement) • Partners are liable for each other (agents to each other) • Partnership dissolves and reforms when a partner leaves or a new partner joins • Not taxed separately Limited Partnership • Limited partners are those who only contribute capital to a business but are not involved in day-to-day management • Must have at least 1 general partner
Trust Managed Investment Scheme Syndicates
1
Companies
Advantage: • Limited Liability • Perpetual Succession • Free Transferability of Interest • Can have large number of members (more than 20) • Corporate law as standard form contract between participants • Company charges • Taxation consideration Disadvantage: • Establishment and administration costs • Publicity • Public law obligations
Types of Companies (CA 2001 Sec 112(1), Pg 667)
Public Companies (Pg 62-63) • Listed & Unlisted Public Companies Limited by shares (CA 2001 Sec 9, Pg 645) • Most common and appropriate form • Membersʼ liability limited to the amount contributed to company Proprietary Companies • Large & Small Proprietary Limited by shares (CA 2001 Sec 9, Pg 645) • Most common and