Basic Features Of Company Under The Corporation Act 2001

Company powers and how it is exercised by the company

Any company must be in legal capacity and powers have been given to the individual and it is applied by him inside and outside of the jurisdictions.

The powers which are given to the body corporate are:

  1. Can issue the share and also cancel the share of the company.
  2. Debenture can be issued by him.
  3. Can also take grant options over the share which are not issued in the company.
  4. The company property can be distributed among the members of the company.

Company must have the legal capacity for doing something which is not affected by the fact of the company interest or not.

Constitution of the company set the objective and limiting the powers of the company

If any company has its own constitution then restriction on powers should be mentioned in the constitution. The powers are exercised by the company is not invalid if it does not expressly mention the restriction which is imposed upon the company in the constitutions. If company lies down the constitution then in this,  object of company is also mentioned.

Agent act on behalf of company

Individual act on the behalf of the company in which he can change, vary or discharge a contract which is expressly or impliedly mentioned.

Execution of the documents

Any document of the company can be executed without any common seal if the document has been signed by the:

  • Two directors of the company.
  • Any director and company secretary
  • If a company is in sole-proprietorship then sole director has to sign.

Any document of the company is executed with the fixed seal in the document and the witnesses of the seal fix

  • Two directors of the company.
  • Any director and company secretary
  • If a company is in sole-proprietorship then sole director.

If it is stated expressly that document can executed as a deed then company have to execute the document as a deed.

Entitlement to make assumptions

  • Person is entitled to make assumptions under section 129 dealing with the company. Company is not entitled that they make assumption incorrect in the proceeding.
  • Person is entitled to make assumption under section 129 dealing with the other person who is directly indirectly has the right to take the title in the property form a company. The company and other person is not entitled that assumption is not correct in the proceeding.
  • If any agent or officer of the company is act fraudulently or made any document which are fake then assumption can be taken by the company.

Assumptions which are made under section 128

Constitution of the company and replaceable rules are complied with:

  • Person can assume if constitution of the company or any provisions in the act are applied on the company as replaceable rules are complied with director or the company secretary of the company.
  • A person can also assumed if any person who is appear from the information which is provided by the company which is available from the ASIC to be director or the company secretary :
  • Has been duly appointed.
  • They have the powers for performing their duties accordingly by the director or company secretary of a similar company.
  • A person can also assumed that person who is held by the company as an agent or the officer:
  • Has been duly appointed.
  • They have the powers for performing their duties accordingly by the director or company secretary of a similar company.
  • A person can also assumed that agent or the officer of the company is work in proper manner and discharge their duties in the manner which is provided them.
  • A person can assume that documents which are executed has a common seal of the company which is visible and fixed on the document.
  • A person can assumed that document and other certified copy which is issued by the secretary and officer are the original copy.

Contracts before registration

If any person is enter in to the contract on behalf of the company, which is not registered before the contract then company is bound with the contract and is entitled for the benefit and it can be ratified by the company if:

  1. The time which is agreed by the parties to the contract
  2. If time is not agreed by the parties then within the reasonable time after the parties entered into.

Person is held liable for paying the damages to the party for the contract which is made by them without any registration of the company or company is registered but it is not ratified the contract within the time which is agreed by the parties in the contract or within the time which is given by the party under the contract. Court has the power if it is ratified by the company and entered into the contract without registration then:

  1. Person has to pay the damages under his liability.
  2. He has to transfer the property under the contract which is received by the company.
  3. Pay the amount to a party to the contract.

If any company ratifies the registration contract and failed to perform the part of it then court has the power to make an order to make payment for the damages that the company has to pay the person. Person is released from the liability if he signed the release under the pre-registration contract.

Internal management of the companies

The internal management of the companies is regulated through the provision of this act or the constitution which is made by the company. All the staff members and management has to follow the rules and regulation of the act or the constitution.

Replaceable rules

Replaceable rules are applied upon the company which was registered after 1 July 1998. Any company which is registered before 1 July 1998 can repeal their constitution after that day. Replaceable rule is for the proprietary company and mandatory rule is for the public companies. It help in changing the rules or modified the constitution with the changing needs.

Constitution of the company

Company can make constitution for the company and also can make changes in the constitution as with the need of the organisation. Company constitution provides the special resolution which has no effect unless it is specified in the constitution that constitution can be modified and repealed.  If any public company want to modify the constitution then copy of special resolution must be lodge with ASIC and can repealed their constitution within the 14 days after it passed.  Companies also have to give the copy of the constitution if company adopts the constitution or if made changes in the constitution then they have to provide the modified copy to the constitution. If any new constitution has been adopted or made changes in the existing constitution then it takes effect from the date on which resolution has been passed on the specific date or the later date which is mentioned by the court. Company has to send the copy of the constitution to its member within the period of 7 days if member:

  1. Asked to the company in writing for the copy of the constitution.
  2. Pay the fee which is required by the company.

The constitution and replaceable rules are applied on the

  • Company and member of the company.
  • It is applied on the company and each director and company secretary of the company.
  • It is between the member and each other member of the company.

Registered office

Companies have the registration office in their jurisdictions. The notices and other communication may be addressed to the registered office. Company has to give the notice to the ASIC about the change of the registered office.  It is necessary that notice has to be send to the ASIC before 28 days of the change occurs. The notice which is provided the information must be in prescribed form. ASIc has the authority that can change the address of the registered office to the address of the directors, but it is necessary that consent should be given by the occupier in written that they can use the premises as its registered office. If ASIC is become aware about that occupier consent is not free consent or he withdrawn his consent than ASIC given the written notice to the company director that ASIC has the intention to change the address of the registered office to the director address. If director is not replied the notice of the ASIC within 28 days for changing the address of the company then ASIC has the authority that can change the address of the registered office to the director office.

Company name

The name of the company has been displayed at the registered office or at every place where the company carries his business or work.  The name of the public company must also displayed its name and the words “Registered office”

Timing of the registered office

The registered office of the public company is open for the public for each business day form 10 am to 12 pm and from 2 pm to 4 pm.  It can be open at least for 3 hours which is chosen by the company between the 9 am to 5 pm each business day.

Principal place of business

If the address of the principal business has been changed then it is necessary for the company that they informed the ASIC with the written notice about the changing address. The notice should be served within 28 days. Notice should be in prescribed form.

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