Focus of this lecture:
|
|
- Alban Reed
- 5 years ago
- Views:
Transcription
1 PRBL004 Corporations Law Lecture 5 Corporate Liability (Agency) & Pre-registration Dealings Jeswynn Yogaratnam Room: ; Yellow 1 (3rd flr) Telephone: (08) jeswynn.yogaratnam@cdu.edu.au 1 Focus of this lecture: Where companies deal with outsiders/public, we will look into the liability of companies in the areas of its: Contractual liability Criminal liability Tort liability Pre-incorporation contracts entered into by promoters 2 3 1
2 : General rule: Co. will only be liable where a person or an organ of the co. (eg. the board) has the authority to enter into the contract on the co s behalf; or Co. has approved or ratified an act or contract that has been done or made without proper authority 4 : When is a contract NOT binding? Contrary to general law eg. against public policy Contrary to the provisions of the Corporations Act 2001, which makes such a transaction either: - void; or - voidable It was not, at the time it as entered into, for the benefit of the co., and the other party to the transaction knew the directors were acting contrary to the co s interests - ANZ Executors & Trustee Co Ltd v Quintex Australia Ltd(1990) 8 ACLC 980 It was made at the time the co. was insolvent or on the verge of insolvency - Walker v Wimborne (1976) 137 CLR 1 5 How does a Co. execute a contract? Directly by one of its organs (eg. the board of directors or members in GM) the directing mind and will of co. Indirectly by one of its agents acting on its behalf and with its authority Types of authority: Actual - express: stated orally or written (eg. RR) - implied: authority associated with the position (eg. Managing director) or on the basis of acquiescence of co. (condonig unauthorised transactions purportedly entered into) National Austraila Bank v Sparrow Apparent (sometimes referred to as ostensible ) - co. has held out or represented that a particular person has authority to act on its be half 6 2
3 Common law principles Statutory provisions ss of the CA - entitles an outsider to make an assumption when dealing with a co. that the person has authority 7 Common law principles: 1. Turquand s case ( indoor management rule) Royal British bank v Turquand (1856) 119 ER Persons dealing with a co. are taken to have constructive notice of the co s public documents, they need not go further to ensure the internal proceedings of the co have been properly carried out - Protects an outsider from co s procedural irregularities eg. No quorum or voting irregularity - Rule has been adopted by s 129(1) Exceptions to the rule in Turquand s case: - where outsider has actual knowledge of irregularity; or - Is put upon inquiry by the circumstances of the case and fails to make inquiries 8 Common law principles: 2. Actual authority of co agents - may arise expressly or by implication - Expressly eg. per the RR/Constitution - Implied acts customarily done by persons occupying the office/role (eg. Managing director) - Caution: just because director acts in a dominant way, does not mean actual authority conferred eg. absence of knowledge/acquiescence of Board National Australia Bank Ltd v Sparrow Green Pty Ltd [1999] SASC 280 (L&H 117) (doc signed by single dir and acted as co sec against constitution mgmt of co vested in the board and not a single director) 9 3
4 Common law principles: 3. Apparent (or ostensible ) authority of co agents - applies where an outsider deals with person who has customary authority eg. acts as MD but who has neither - actually been appointed to that position or the appointment is defective (eg. no quorum for resolution to be passed for the appointment of MD) Freeman and Lockyer v Bathurst park Properties (Mangal) Ltd [1964] 2 QB 480 (L&H 118) - Instances where representation by person who lacks actual authority may not be sufficient to create an agent s apparent authority (eg. representations of a de facto MD) Crabtree-Vickers Pty ltd v Australian Direct Mail (1975) 33 CLR 72 (family co. MD not officially appointed hence no actual authority at most apparent authority and therefore not cpable of making representations for the co) 10 (cont) Common law principles: Freeman & Lockyer v Buckhurst Park Properties (Mangal) Lord Diplock in that case set out 4 conditions of a contractor s entitlement to enforce against a company a contract entered into by an agent who had no actual authority: 1. representation made to the contractor that the agent had authority to enter on behalf of a company into a contract of the kind sought to be enforced 2. the representation was made by a person or persons who had actual authority to manage the business of the company either generally or in respect of those matters to which the contract relates 3. the contractor was induced by such representation to enter into the contract ie relied on it in fact 4. under the constitution the company could actually enter into such contracts that is sought to be enforced or to delegate authority to enter into a contract of that kind to the agent (note this does not apply to aust companies because they have the capacity of individuals) 11 Statutory Assumptions s 129 of the CA - sets out the assumptions a person dealing with a co is entitled to make - Codifies and clarifies Turquand s case - apply to dealings with a co Story v Advance Bank of Austraila (1993) 31 NSWLR dealing includes where a document is forged; extends to purported dealings - Each assumption in s 129 is separate and discrete - S 129(8) gives cumulative operation to the assumptions (eg. assumes officer performs duties; assumes officer duly appointed) 12 4
5 STATUTORY ASSUMPTIONS S129 The assumptions: (1) constitution and replaceable rules complied with (2) Director duly appointed and has customary powers if ASIC docs say so (3) Officer or agent has been duly appointed and has customary powers if ASIC docs say so (4) document duly executed without seal if in accordance with the requirements of s 127(1) (5) document duly executed with seal in accordance with s 127 (2) (6) an officer or agent who has the authority to issue a document you can presume they are also authority to warrant that the document is genuine or is a true copy 13 Statutory Assumptions s 129 of the CA Compliance with the constitution 129(1) Oris Fund Management Ltd v NAB [2003] VSC 315 (unless outsider had knowledge) Person named as officer in public documents s 129(2) Person held out as officer or agent s 129(3) (s 9 defines officer of a corporation ) see Freeman and Lockyer; ANZ v Australian Glass and Mirrors (1991) 9 ACLC Statutory Assumptions s 129 of the CA (cont) Officers and agents properly perform their duties s 129(4) - fiduciary and statutory; constitution or legislation; administrative or statutory tasks Document duly executed s 129(5) - in accordance with s 127(1) and 127 (2) see Brick & Pipe Ind Ltd v Occidental Life Nominees Ltd (1992) 2 VR 279 Warranting documents genuine - eg. co secretary assumed to have authority to warrant that a share certificate is genuine contrast from common position in Ruben v Great Fingall Consolidated (1906) AC 439 (L&H P 127) (co sec forged signatures and affixed co seal without authority did not bind co. 15 co sec only authority to deliver share certs property did not pass) 5
6 Statutory Assumptions s 129 of the CA (cont) Customary authority of officers s 129(2)&(3) 1. Individual directors - witness fixing of co seal / sign co s negotiable instruments eg. Cheques - case of a dominant director as per Brink and Pipe Inds case ( mind and will of co) 2. Managing directors - to make contracts related to day to day management of co s business eg. engaging person to work (Freeman & Lockyer); borrowing money on behalf of co (but may not include transactions that are not in the ordinary course of co s business) 16 Statutory Assumptions s 129 of the CA (cont) Customary authority of officers s 129(2)&(3) 3. Chair - same as individual director and no authority to contract on co s behalf 4. Company secretary - not as wide as a director and no authority to bind co - limited to administrative, internal nature eg. employing staff Panorama Developments (Guildford) Ltd v Fidelis (..) (1971) 2 QB 711 (examined customary authority of co sec; hired cars stating for co purpose but used for own purposes failed to pay hire charges did co sec have apparent aut? Yes, co sec has customary authority to enter into contracts connected to administrative side of co s affairs) 17 Limitations to statutory assumptions s 128 (4) of the CA Knew assumption incorrect - at the time of dealing - knew can be said to mean actual knowledge see Brick and Pipe Inds case Suspected assumption incorrect - actually suspecting the assumption is incorrect - Lipton & Herzberg: may rely on assumption if person did not in fact have suspicions, even though a reasonable person would have see Oris Fund Management Ltd v NAB Ltd (2003) VSC
7 Effect of fraud or forgery Person may rely on s 129 even if officer or agent acts fraudulently or forges a document in connection with dealings - s 128(3) covers situation where co seal/signatures are forged Story v Advance Bank Australia Ltd (1993) 31 NSWLR Criminal Liability s 12.1(2) of the Criminal Code Act 1995 (Cth) ( CCA ) - a body corporate may be found guilty of any offence including one punishable by imprisonment - cannot be imprisoned but can be fined s 12.2 CCA - a physical element of an offence is attributed to a co if it is committed by an employee, agent or officer of the co acting within actual or apparent authority s 12. 3(6) CCA defines high managerial agent and corporate culture s 12. 5(1) CCA co can rely on mistake of fact defence (if there was reasonable belief; exercised due diligence Common law - Criminal liability of a co could be traced to actions of persons highly placed whose mind and will could be attributed to the company see Tesco Supermarket case 20 Tort Liability Co is vicariously liable for torts committed by employees/agents in the course of their employment Damages may be reduced on grounds of contributory negligence where directors or managers were negligent see Daniels v Anderson (1995) 37 NSWLR 438 s 128(3) codifies common law rule regarding vicarious liability of co for the fraudulent acts of their employees/agents 21 7
8 Pre registration Dealings 22 refer to transactions/contracts entered into by promoters prior to the registration of a co Who is a promoter? Twycross v Grant (1877) 2 CPD 469; Cockburn CJ: one who undertakes to form a company with reference given to a project and to set it going, and who takes necessary steps to accomplish that purpose 23 Types of promoters Active undertakes the formation of co by carrying out the procedure to incorporate co - includes registration, payment of legal fees, preparing co constitution, obtaining directors and shareholders, raising capital, preparation of prospectus, negotiating preliminary agreements - need not necessarily hold shares or managerial position in co - not promoter if merely acting in a professional capacity on behalf of promoter to incorporate a co - includes the officer who is the directing mind and will of the promoter co Aequitas v AEFC (2001) NSWC 14 Passive - takes no active part in the incorporation and raising of capital Tracy v Mandalay Pty Ltd (1953) 88 CLR
9 Duties of promoters Fiduciary duties - must act bona fide - must avoid conflict of interests - not to make secret profit As a result of the fiduciary duty: Disclosure of interests in a contract Erlanger v New Sombrero Phosphate Co (1878) 3 App Cas 1218 Undisclosed profits - duty to disclose personal profits that may arise from their position Gluckstein v Barnes (1900) AC 240 Fundraising disclosure - via the prospectus promoter required to disclose nature and extent of interest in formation of co, property acquired, the offer of securities 25 Remedies for breach of duties Rescission - irrelevant that promoter made no profit where failure to disclose personal interests Recovery of secret profits and constructive trust order - co obtain a constructive trust order against promoter Liability under Corporations Act s 711(2) and (3) require a prospectus to set out certain information with respect to promoter s interest in formation, promotion or property acquired by the co. Promoters are within related entities in s9 and may be liable to a liquidator under the voidable antecedent transaction provisions. 26 Pre registration contracts: Common law position - Co cannot enter into a binding contract until it is registered - As a result, a person could not make a legally binding contract in the name of the co in anticipation of it being registered Newbourne v Sensolid (Great Britain) Lat (1954) 1 QB 45 - Co also incapable of ratifying pre-registration contract after co was registered Kelner v Baxter (1866) LR 2 CP 174 (Signed ctt with the words on behalf of [unregistered co s name]. After co. s registration, ratified ctt co became insolvent terms of ctt demonstrated intention of the promoters to be personally bound) 27 9
10 Pre registration contracts: Common law position - Kelner v Baxter (1866) LR 2 CP 174 c/f Black Smallwood (1966)117 CLR 52 (signed ctt using co s name followed by their own names as directors of the co, which they believed was registered at that time promoters not liable as liability in contract depends on intention of the parties to the contract the directors in Smallwood did not intend to become liable which is the reason they signed using the co s name distinguished Kelner) 28 Pre registration contracts: Statutory position changes common law rule S 131(1) - if a person enters into a contract on behalf of or for the benefit of a company before it is registered the contract is binding if the company or a company that is reasonably identifiable with it ratifies the contract ( see Aztech Science Pty ltd v Atlanta Aerospace (woy woy) Pty Ltd [2005] NSWCA 319) within the time specified in the contract or where there is no agreed time, within a reasonable time after the contract is entered into 29 Pre registration contracts: Statutory position changes common law rule s131(2) The person who entered into the pre registration contract is personally liable to pay damages to the other contracting party if the company is not registered or if registered but does not ratify the contract within the agreed timeframe or a reasonable timeframe The amount of damages is the amount co would be liable to pay if it had ratified the contract and did not perform it 30 10
11 Pre registration contracts: Statutory position changes common law rule s131(4) If co ratifies pre registration contract but fails to perform all or part of it, court may order person to pay all or part that co should pay 131(3) Court may do anything appropriate in the circumstances, including ordering the co to: - pay all or part of s 131(2) damages; - transfer to the other contracting party property that the co received because of the contract - pay an amount to a party to the contract 31 11
The Rule in British Bank v Turquand in 1989
Bond Law Review Volume 1 Issue 2 Article 8 1989 The Rule in British Bank v Turquand in 1989 T E. Cain Bond University Follow this and additional works at: http://epublications.bond.edu.au/blr This Commentary
More informationFinancial Assistance for the Purchase of the Company s Shares
1. General Proposition: Financial Assistance for the Purchase of the Company s Shares Problem Solving Methodology: 1. State general proposition 2. Is the Company providing Financial Assistance 3. If so
More informationPERSONAL LIABILITY OF "DIRECTORS" OF NON-EXISTENT COMPANIES.
PERSONAL LIABILITY OF "DIRECTORS" OF NON-EXISTENT COMPANIES. In Black v. Smallwood and Cooper1 the plaintiffs contracted to sell their land to a company called Western Suburbs Holdings Pty. Ltd. The defendants
More information"DULY SEALED" DOCUMENTS AND KNOWLEDGE OF DIRECTORS' BREACH OF FIDUCIARY DUTY
JULY 19931 "DULY SEALED" DOCUMENTS AND KNOWLEDGE OF DIRECTORS' BREACH OF FIDUCIARY DUTY R CARROLL* Section 164 of the Corporations Law, introduced in 1983,' was intended to codify and clarify certain aspects
More informationCHAPTER 2 INCORPORATION & ITS CONSEQUENCES
CHAPTER 2 INCORPORATION & ITS CONSEQUENCES PROCEDURES OF INCORPORATION CHOOSE THE COMPANY S NAME FORM 13A FORM 6 STATUTORY DECLARATION OF COMPLIANCE MEMORANDUM OF ASSOCIATION (MOA) FORM 48A STATUTORY DECLARATION
More informationDuties of Care and Skill. (a common law and statutory duty) Duties of care & skill. Duties of care & skill
Duties of Care and Skill (a common law and statutory duty) (1) Duty to exercise reasonable care, skill and diligence when acting as director; and (2) Duty to prevent insolvent trading by co. 1. Duty of
More informationAssociations Incorporation Act 2009 No 7
New South Wales Associations Incorporation Act 2009 No 7 Contents Part 1 Part 2 Preliminary Page 1 Name of Act 2 2 Commencement 2 3 Objects of Act 2 4 Definitions 2 5 Definition of pecuniary gain 5 Registration
More informationCommercial Law 2013 Exam Notes. Actual Authority Agency relationship already exists, question is the extent of an agent s authority
Commercial Law 2013 Exam Notes Actual Authority Agency relationship already exists, question is the extent of an agent s Actual Express Authority Can be created by a written contract or spoken words Consent
More informationCONSTRUCTIVE NOTICE OF MEMORANDUM AND ARTICLES
FAQs Q1. Explain the Constructive Notice of Memorandum and Articles of Association. Ans. CONSTRUCTIVE NOTICE OF MEMORANDUM AND ARTICLES (a) The Memorandum and Articles of Association are public documents.
More informationPART 5 DUTIES OF DIRECTORS AND OTHER OFFICERS CHAPTER 1 Preliminary and definitions 219. Interpretation and application (Part 5) 220.
PART 5 DUTIES OF DIRECTORS AND OTHER OFFICERS CHAPTER 1 Preliminary and definitions 219. Interpretation and application (Part 5) 220. Connected persons 221. Shadow directors 222. De facto director CHAPTER
More informationWILLIAMS GROUP AUSTRALIA V CROCKER AND THE (NON)BINDING NATURE OF ELECTRONIC SIGNATURES JACK SKILBECK* INTRODUCTION
WILLIAMS GROUP AUSTRALIA V CROCKER AND THE (NON)BINDING NATURE OF ELECTRONIC SIGNATURES JACK SKILBECK* I INTRODUCTION Commercial parties rely on the law to provide certainty in their contractual dealings.
More informationDirectors' Duties in Guernsey
Directors' Duties in Guernsey March 2018 1. OVERVIEW 1.1 This note provides a brief synopsis of the common law duties owed by directors of companies ("companies") incorporated in the Island of Guernsey
More informationDRAFT MYANMAR COMPANIES LAW TABLE OF CONTENTS
Post-Consultation Law Draft 1 DRAFT MYANMAR COMPANIES LAW TABLE OF CONTENTS PART I PRELIMINARY... 1 PART II CONSTITUTION, INCORPORATION AND POWERS OF COMPANIES... 6 Division 1: Registration of companies...
More informationLAW. CORPORATE LAW Objects, powers of companies and their internal management
LAW CORPORATE LAW Objects, powers of companies and their internal management Q1: E-TEXT Module ID 3: Objects, powers of companies and their internal administration Module Overview: As discussed in earlier
More informationBUSINESS AND CORPORATE LAW NOV 2010
BUSINESS AND CORPORATE LAW NOV 2010 SOLUTION 1 a) Limitation of actions requires that since there must be an end to litigation, certain classes of lawsuits must be brought within a fixed period of time,
More informationContractual capacity of companies
Contractual capacity of companies Pre incorporation contracts The promoters The role of the promoters Prior to incorporation, there exist promoters who seek to realise business for the company. It is often
More informationPapua New Guinea Consolidated Legislation
1 of 229 07/10/2011 13:13 Home Databases WorldLII Search Feedback Papua New Guinea Consolidated Legislation You are here: PacLII >> Databases >> Papua New Guinea Consolidated Legislation >> Companies Act
More informationDirectors Roles & Responsibilities Dealing with Dysfunctional Boards/Crises/Emergencies November 2012
Directors Roles & Responsibilities Dealing with Dysfunctional Boards/Crises/Emergencies November 2012 www.charltonslaw.com 0 THE LEGAL ISSUES 1 BACKGROUND 2 ROLE OF LAWYERS 3 Definition of Director : Directors
More informationCompanies Act No. 10 of Certified on: / /20. INDEPENDENT STATE OF PAPUA NEW GUINEA. No. 10 of ARRANGEMENT OF SECTIONS.
Companies Act 1997 No. 10 of 1997. Companies Act 1997. Certified on: / /20. INDEPENDENT STATE OF PAPUA NEW GUINEA. No. 10 of 1997. Companies Act 1997. ARRANGEMENT OF SECTIONS. 1. Compliance with Constitutional
More informationABORIGINAL COUNCILS AND ASSOCIATIONS LEGISlATION AMENDMENT BILL 1994
;"",, '~:'~",-,,...,, ~ ~; "~ r:';,.-.: -: ~:'\ ~ ("" r-... ~,~1 ~ t ~~" '~." 7'" ; ;'~ " ;,~' 1993-94 c.., THE PARLIAMENT OF THE COMMONWEALTH OF AUSTRALIA THE SENATE Presented and read a first time (Prime
More informationDRAFT FOR CONSULTATION
DRAFT FOR CONSULTATION Incorporated Societies Bill Government Bill [To come] Explanatory note Consultation draft Hon Paul Goldsmith Incorporated Societies Bill Government Bill Contents Page 1 Title 9
More informationHe who does an act through another is deemed in law to do it himself Privity of contract If one person authorizes another to do an act on his
LAW OF AGENCY He who does an act through another is deemed in law to do it himself Privity of contract If one person authorizes another to do an act on his behalf,that other becomes the agent of the first.
More informationMISLEADING AND DECEPTIVE CONDUCT
MISLEADING AND DECEPTIVE CONDUCT by State Manager QLD National Compliance & Risk Management Director MISLEADING AND DECEPTIVE CONDUCT (PART ONE) by This is a four part paper on misleading and deceptive
More information9:16 PREVENTION OF CORRUPTION ACT
Chapter 9:16 PREVENTION OF CORRUPTION ACT Acts 34/I985, 8/1988 (s. 164), 18/1989 (s. 39), 11/1991 (s. 28), 22/1992 (s. 16), 15/1994, 22/2001, 2/2002, 14/2002. ARRANGEMENT OF SECTIONS PART I PRELIMINARY
More informationState Owned Enterprises Act 1992
No. 90 of 1992 TABLE OF PROVISIONS Section 1. Purposes 2. Commencement 3. Definitions 4. Subsidiary 5. Act to prevail 6. Act to bind Crown PART 1 PRELIMINARY PART 2 STATUTORY CORPORATIONS: REORGANISATION
More informationLAWS 108 Commercial Law Lecture Notes
LAWS 108 Commercial Law Lecture Notes COMMERCIAL LAW LECTURE NOTES Week 1: Contract Law Revision Essential Elements To a Contract: Intention to create legal relationship Offer + Acceptance = Agreement
More informationSupplement No. 1 to Gazette No. 62 of 2nd September, 2011 CONTENTS. 18 Companies Act, GOVERNMENT NOTICE
Supplement No. 1 to Gazette No. 62 of 2nd September, 2011 CONTENTS No. Page ACT 18 Companies Act, 2011... 739 GOVERNMENT NOTICE 58 Statement of Objects and Reasons of the... 920 Companies Act, 2011 1 P
More informationLIABILITY IN RESPECT OF OFFERING OF INTERESTS IN A CAYMAN ISLANDS EXEMPTED LIMITED PARTNERSHIP
LIABILITY IN RESPECT OF OFFERING OF INTERESTS IN A CAYMAN ISLANDS EXEMPTED LIMITED PARTNERSHIP MEMORANDUM CONCERNING LIABILITY IN RESPECT OF OFFERING OF INTERESTS IN A CAYMAN ISLANDS EXEMPTED LIMITED PARTNERSHIP
More informationFor personal use only
Driver Australia Master Trust VWFS Australia Security Deed Dated 23 June 2016 Volkswagen Financial Services Australia Pty Limited (ABN 20 097 071 460 ( VWFS Australia Perpetual Corporate Trust Limited
More informationConstitution. Dial Before You Dig WA Limited. Dated December DBYD WA Constitution 2016.Doc fll _2
Dial Before You Dig WA Limited Dated December 2016 DBYD WA Constitution 2016.Doc Table of contents 1. Preliminary... 1 1.1 Definitions... 1 1.2 Interpretation... 2 1.3 Headings... 3 1.4 Application of
More informationTHIS DOCUMENT CONTAINS THE INDICATIVE TERMS AND CONDITIONS FOR THE WORKREADY HEAD AGREEMENT
THIS DOCUMENT CONTAINS THE INDICATIVE TERMS AND CONDITIONS FOR THE WORKREADY HEAD AGREEMENT NOTE: Where the term Minister is used it refers to the Minister for Employment, Higher Education and Skills and
More informationInsolvent Companies s 553C
Insolvent Companies s 553C Mutual Credit and Set-offs Jessie Earl Senior Associate Tottle Partners 2 November 2016 Discussion points 1. The provisions 2. The leading authorities 3. The purpose of s 553C
More informationCorporations Act 2001
Corporations Act 2001 Act No. 50 of 2001 as amended This compilation was prepared on 28 October 2008 taking into account amendments up to Act No. 105 of 2008 Volume 3 includes: Table of Contents Chapters
More informationVictorian Funds Management Corporation Act 1994
,; '< r" Victorian Funds Management Corporation Act 1994 Section 1. Purpose 2. Commencement 3. Definitions 4. Extra-territorial operation No. 61 of 1994 TABLE OF PROVISIONS PART 1 PRELIMINARY PART 2 VICTORIAN
More informationTowers Watson Superannuation Pty Ltd
Constitution of Towers Watson Superannuation Pty Ltd ACN 098 527 256 A Proprietary Company Limited by Shares Baker & McKenzie ABN 32 266 778 912 Level 19 181 William Street Melbourne VIC 3000 Australia
More informationAINSLIE FOOTBALL & SOCIAL CLUB LIMITED ACN: ("THE COMPANY") A PUBLIC COMPANY LIMITED BY GUARANTEE CONSTITUTION OBJECTS
AINSLIE FOOTBALL & SOCIAL CLUB LIMITED ACN: 102 364 321 ("THE COMPANY") A PUBLIC COMPANY LIMITED BY GUARANTEE CONSTITUTION OBJECTS The Objects of the Company are: (d) (e) (f) (g) primarily, to foster Australian
More informationPrivate Investigators Bill 2005
Private Investigators Bill 2005 A Draft Bill Setting Out The Regulatory Requirements For The Private Investigation Profession in Australia This draft Bill has been researched and prepared by the Australian
More informationDIGITAL ECONOMY STRATEGY
DIGITAL ECONOMY STRATEGY RESPONSE TO CONSULTATION PAPER Click here to enter a date. November 2017 Public CONTENTS Introduction 3 Make digital signatures easier 3 Make digital finance easier 5 Privacy regime
More informationChapter 6 COMPANIES ACT
Chapter 6 COMPANIES ACT Page 1 Introduction and institutional bodies 2 2 External companies 2 3 Close corporations 5 4 Holding and subsidiary company and related and Inter-related persons 6 5 Names and
More informationLEGAL 509 to the Government Gazette of Mauritius No. 105 of 3 December 2016
LEGAL 509 to the Government Gazette of Mauritius No. 105 of 3 December 2016 THE LIMITED LIABILITY PARTNERSHIPS ACT 2016 Act No. 24 of 2016 I assent Bibi Ameenah Firdaus Gurib-Fakim 2 December 2016 President
More informationCAYMAN ISLANDS. Supplement No. 28 published with Extraordinary Gazette No. 45 of 31st May, PROCEEDS OF CRIME LAW.
CAYMAN ISLANDS Supplement No. 28 published with Extraordinary Gazette No. 45 of 31st May, 2017. PROCEEDS OF CRIME LAW (2017 Revision) Law 10 of 2008 consolidated with Laws 19 of 2012, 1 of 2015, 20 of
More informationDomain Name Terms of Use
Domain Name Terms of Use This document sets out the terms and conditions of your application for a Domain Name, and if successful, your Domain Name Licence. It records the agreement between you, the applicant
More informationFRAUDULENT MISREPRESENTATION
FRAUDULENT MISREPRESENTATION Author: Nasser Hamid Binding: Softcover, 500 pages Publication Price: MYR 200.00 CONTENTS Chapter 1 STATEMENTS, REPRESENTATIONS AND FRAUD Representation Misrepresentation Fraudulent
More informationFINANCIAL INSTITUTIONS (INVESTMENT OF FUNDS) ACT 39 OF 1984 [ASSENTED TO 20 MARCH 1984] [DATE OF COMMENCEMENT: 11 APRIL 1984]
FINANCIAL INSTITUTIONS (INVESTMENT OF FUNDS) ACT 39 OF 1984 [ASSENTED TO 20 MARCH 1984] [DATE OF COMMENCEMENT: 11 APRIL 1984] (Signed by the President) as amended by Financial Institutions Amendment Act
More informationClient Service Agreement
Payleadr Pty. Ltd. ACN 615 881 162 Client Service Agreement Date: 01/05/2018 This Agreement is an agreement between Payleadr Pty Ltd ACN 615 881 162 (we, us) and you (being the entity requesting our Services
More informationSteering Point. Duties of directors and prescribed officers under the Companies Act. Companies Act Series No: 6 October 2014.
www.pwc.co.za/companies-act Companies Act Series No: 6 October 2014 Steering Point Duties of directors and prescribed officers under the Companies Act An overview of the duties of directors and prescribed
More informationSIMPLE CONTRACT OR DEED?
Execution of documents December 2016 nplaw Norfolk Public Law www.nplaw.co.uk How should written documents be executed under English law? It depends on: 1. whether the document is a simple contract or
More informationCONSTITUTION. A.C.T. BASKETBALL INCORPORATED ( Association ) Approved at A.C.T. Basketball Inc. Annual General Meeting on 9 February 2016
Approved at A.C.T. Basketball Inc. Annual General Meeting on 9 February 2016 CONSTITUTION A.C.T. BASKETBALL INCORPORATED ( Association ) An Association incorporated under the Associations Incorporation
More informationAgency Contrasted with Other Relationships. Relationship between the Principal and Agent. Relationship between the Agent and Third Party
CHAPTER 15 Section 1 Section 2 Section 3 Section 4 Section 5 Section 6 Section 7 Section 8 Section 9 Section 10 LAW OF AGENCY Introduction Definition of Agency Agency Contrasted with Other Relationships
More informationAssociations and Clubs Law in Australia and New Zealand
Associations and Clubs Law in Australia and New Zealand 1996-2008 Supplement 1 This update notes some of the major decisions and legislative developments since the second edition was published at the beginning
More informationAPPLICATION FOR COMMERCIAL CREDIT ACCOUNT TRADING TERMS AND CONDITIONS
APPLICATION FOR COMMERCIAL CREDIT ACCOUNT TRADING TERMS AND CONDITIONS These Trading Terms and Conditions are to be read and understood prior to the execution of the Application for Commercial Credit Account.
More informationCAYMAN ISLANDS. Supplement No. 1 published with Extraordinary Gazette No. 25 of 27th March, PROCEEDS OF CRIME LAW (2018 Revision)
Proceeds of Crime Law (2018 Revision) CAYMAN ISLANDS Supplement No. 1 published with Extraordinary Gazette No. 25 of 27th March, 2018. PROCEEDS OF CRIME LAW (2018 Revision) Law 10 of 2008 consolidated
More informationNo. 58 of Accountants Act Certified on: / /20.
No. 58 of 1996. Accountants Act 1996. Certified on: / /20. INDEPENDENT STATE OF PAPUA NEW GUINEA. No. 58 of 1996. Accountants Act 1996. ARRANGEMENT OF SECTIONS. PART I PRELIMINARY. 1. Compliance with
More informationAUTUMN TREE LIMITED Applicant. BISHOP WARDEN PROPERTY HOLDINGS LIMITED Respondent JUDGMENT OF HINTON J
IN THE HIGH COURT OF NEW ZEALAND AUCKLAND REGISTRY I TE KŌTI MATUA O AOTEAROA TĀMAKI MAKAURAU ROHE BETWEEN AND AUTUMN TREE LIMITED Applicant CIV-2017-404-001944 [2017] NZHC 2838 BISHOP WARDEN PROPERTY
More informationARCHITECTS REGISTRATION COUNCIL SEMINARS
ARCHITECTS REGISTRATION COUNCIL SEMINARS CONTRACT FORMATION FRED PHIRI ARCH.Bw May 27, 2017 1 Contents Legal Systems Legal Systems Examples Legal System Applications Civil Law Relationships Law of Obligations
More informationONLINE TRADING AGREEMENT
ONLINE TRADING AGREEMENT TERMS AND CONDITIONS Phillip Capital Limited ABN 14 002 918 247 AFSL 246827 Phillip Capital Trading Pty Ltd ABN 68 066 066 911 AFSL 246796 Together known as PhillipCapital CLIENT
More information(A public company limited by guarantee)
Constitution Mercy International Limited A.C.N. 103 492 333 (A public company limited by guarantee) Patricia Holdings Pty. Limited A.C.N. 003 513 488 Level 1, 9-11 Grosvenor Street, Neutral Bay NSW 2089
More informationDeed of Company Arrangement
Deed of Company Arrangement Northern Iron Limited (Administrator Appointed) Company James Gerard Thackray in his capacity as administrator of Northern Iron Limited (Administrator Appointed) Deed Administrator
More informationCB Richard Ellis(B)Pty Ltd Standard Conditions for the Purchase of Goods and Services ( Conditions )
CB Richard Ellis(B)Pty Ltd Standard Conditions for the Purchase of Goods and Services ( Conditions ) 1 Definitions and Interpretation 1.1 In these Conditions the following words have the following meanings:
More informationCHAPTER 127A CRIMINAL RECORDS (REHABILITATION OF OFFENDERS)
CHAPTER 127A CRIMINAL RECORDS (REHABILITATION OF OFFENDERS) 1997-6 This Act came into operation on 27th March, 1997. Amended by: 1999-2 Law Revision Orders The following Law Revision Order or Orders authorized
More informationBELIZE WESTERN ENERGY LIMITED
IN THE SUPREME COURT OF BELIZE A.D. 2004 CLAIM: No. 444 of 2004 BETWEEN: ROBERTO MATUS CLAIMANT AND BELIZE WESTERN ENERGY LIMITED DEFENDANT Ms. Deshawn Arzu for the claimant. Mr. Aldo Reyes for the defendant.
More informationWinding up by court 568. Application of Chapter 569. Circumstances in which company may be wound up by the court
PART 11 WINDING UP CHAPTER 1 Preliminary and interpretation 559. Interpretation (Part 11) 560. Restriction of this Part 561. Modes of winding up general statement as to position under Act 562. Types of
More informationSOCIETY ACT [RSBC 1996] CHAPTER
1 of 66 24/03/2016 10:37 AM Copyright (c) Queen's Printer, Victoria, British Columbia, Canada License Disclaimer This Act has "Not in Force" sections. See the Table of Legislative Changes. SOCIETY ACT
More informationCHAPTER 61:07 REAL ESTATE PROFESSIONALS
CHAPTER 61:07 REAL ESTATE PROFESSIONALS ARRANGEMENT OF SECTIONS SECTION PART I Preliminary 1. Short title 2. Interpretation PART II Establishment of Council 3. Establishment of Council 4. Membership to
More informationKEY ANSWER CORPORATE LAW- June 2010 Annual Examination
KEY ANSWER CORPORATE LAW- June 2010 Annual Examination 1. a) Steps to be taken PART A (1) Name & approval of the name by ROC (See S. 20) (2) Preparation of the Constitutional documents(moa & AOA) printed
More informationLAWS OF MALAYSIA ACT 500 DIRECT SALES ACT ARRANGEMENT OF SECTIONS
LAWS OF MALAYSIA ACT 500 DIRECT SALES ACT 1993 Date of Royal Assent : 22nd January 1993 Date of publication in the Gazette : 4th February 1993 Date of coming into operation : 1st June 1993 [P.U.(B) 152/93]
More informationJULIETTE OVERLAND * I INTRODUCTION AND ELEMENTS OF THE INSIDER TRADING OFFENCE
MqJBL (2006) Vol 3 241 THERE WAS MOVEMENT AT THE STATION FOR THE WORD HAD PASSED AROUND: HOW DOES A COMPANY POSSESS INSIDE INFORMATION UNDER AUSTRALIAN INSIDER TRADING LAWS? JULIETTE OVERLAND * Australian
More informationMYANMAR COMPANIES LAW. (Unofficial Translation)
MYANMAR COMPANIES LAW (Unofficial Translation) i DRAFT MYANMAR COMPANIES LAW TABLE OF CONTENTS PART I PRELIMINARY... 1 Division 1: Citation, commencement and definitions... 1 PART II CONSTITUTION, INCORPORATION
More informationULTRA VIRES IN ULTRA VIRES IN T.E. Cain*
ULTRA VIRES IN 1984 31 ULTRA VIRES IN 1984 T.E. Cain* Introduction The purpose of this short article is to examine the doctrine of ultra vires in 1984 and to ascertain whether the doctrine has been abolished
More informationTURKS AND CAICOS ISLANDS THE TRUSTS ORDINANCE 1990 ARRANGEMENT OF SECTIONS. Part 1 - Preliminary
TURKS AND CAICOS ISLANDS THE TRUSTS ORDINANCE 1990 ARRANGEMENT OF SECTIONS 1. Citation and commencement 2. Interpretation 3. Existence of a trust 4. Applicable law of a trust 5. Jurisdiction of the Court
More informationTHE ATTORNEY-GENERAL SIXTY-SECOND REPORT LAW REFORM, COMMITTEE RELATING TO REFORM OF COMPANY LAW RELATING TO PRE-INCORPORATION CONTRACTS.
SOUTH AUSTRALIA SIXTY-SECOND REPORT of the LAW REFORM, COMMITTEE of SOUTH AUSTRALIA THE ATTORNEY-GENERAL RELATING TO REFORM OF COMPANY LAW RELATING TO PRE-INCORPORATION CONTRACTS The Law Reform Committee
More informationPapua New Guinea Consolidated Legislation
1 of 48 07/10/2011 13:22 Home Databases WorldLII Search Feedback Papua New Guinea Consolidated Legislation You are here: PacLII >> Databases >> Papua New Guinea Consolidated Legislation >> Co-operative
More informationWinding up the Banksia Mortgage Fund by portfolio sale Should a meeting of members be convened?
Winding up the Banksia Mortgage Fund by portfolio sale Should a meeting of members be convened? 1 Background Banksia Mortgages Limited (BML) is presently considering a proposal that would involve the winding
More informationAUTOMOBILE DEALER AGREEMENT
C O N S U M ER P O R T F O L I O S E R V I C E S, I N C. AUTOMOBILE DEALER AGREEMENT As of, 20, ("Dealer") and Consumer Portfolio Services, Inc., a California corporation ("CPS"), in consideration of the
More informationList of Sections of Companies Act 2013 that has been notified by the Ministry of Corporate Affairs w.e.f 12 th September, 2013
List of Sections of Companies Act 2013 that has been notified by the Ministry of Corporate Affairs w.e.f 12 th September, 2013 Chapters Chapter 1 Preliminary Sections Notified Definitions Section 2 (1)-
More informationSubscriber Agreement for (a) the e-id Account and (b) the Certificates within the National Electronic Identity Card
Subscriber Agreement for (a) the e-id Account and (b) the Certificates within the National Electronic Identity Card Subscribers must carefully read the terms and conditions in this Subscriber Agreement
More informationMerger Implementation Deed
Execution Version Merger Implementation Deed Vicwest Community Telco Ltd ACN 140 604 039 Bendigo Telco Ltd ACN 089 782 203 Table of Contents 1. DEFINITIONS AND INTERPRETATION... 3 1.1 Definitions... 3
More informationLAW 45 Sections Amendments (V.Imp)
LAW 45 Sections Amendments (V.Imp) 1. SECTION 127 OF THE COMPANIES ACT, 2013 : PUNISHMENT FOR FAILURE TO DISTRIBUTE DIVIDENDS CORRESPONDING TO SECTION 207 OF COMPANIES ACT, 1956 There is no major change
More informationA BILL. i n t i t u l e d. An Act to amend the Labuan Offshore Trusts Act 1996.
A BILL i n t i t u l e d An Act to amend the Labuan Offshore Trusts Act 1996. [ ] ENACTED by the Parliament of Malaysia as follows: Short title and commencement 1. (1) This Act may be cited as the Labuan
More informationBYLAWS. KUTZTOWN ROTARY CHARITABLE FOUNDATION, INC. (a Pennsylvania nonprofit corporation) ARTICLE I PURPOSE
BYLAWS OF KUTZTOWN ROTARY CHARITABLE FOUNDATION, INC. (a Pennsylvania nonprofit corporation) ARTICLE I PURPOSE Section 1.01. PURPOSE. The purpose of the Kutztown Rotary Charitable Foundation, Inc. (the
More informationChapter 4 Creditors Voluntary Winding Up Application of Chapter. MKD/096/AC#
[PART 11 WINDING UP Chapter 1 Preliminary and Interpretation 549. Interpretation (Part 11). 550. Restriction of this Part. 551. Modes of winding up - general statement as to position under Act. 552. Types
More informationForm C2 Declaration Form (Nominee Agent)
Important note: The form must be completed by the nominee agent. Please answer all questions. Please submit the completed form to your Primary Principal. Do not send this form to General Insurance Association
More informationSOLUTION BUSINESS AND CORPORATE LAW MAY 2011
QUESTION 1 (a) i. A condition is a fundamental term which goes to the root of the contract. It breach entitles the injured party to treat himself as discharged from the contract as well as giving himself
More informationConstitution of Sapphire Coast Tourism Ltd A.C.N
Constitution of Sapphire Coast Tourism Ltd A.C.N. 131 022 958 incorporating amendments made up to and including 20 June 2008 incorporating insertion of objectives 20 November 2008 incorporating amendments
More informationRULES OF THE ALBANY EQUESTRIAN CENTRE ASSOCIATION INC ("CONSTITUTION")
ANNEXURE "A' Page 1 of 32 RULES OF THE ALBANY EQUESTRIAN CENTRE ASSOCIATION INC ("CONSTITUTION") ANNEXURE "A' Page 2 of 32 1. PRELIMINARY 1.1 Name of Association The name of the Association is: ALBANY
More informationTHEASSOCIATIONS BILL, 2018 ARRANGEMENT OF CLAUSES. PART II THE REGISTRAR OF ASSOCIATIONS 5 Appointment and qualifications of Registrar.
THEASSOCIATIONS BILL, 2018 ARRANGEMENT OF CLAUSES PART 1 - PRELIMINARIES Clause 1 Short title and commencement. 2 Interpretation. 3 Objects of the Act. 4 Associations established in Kenya. PART II THE
More information1 of 16. Notified Earlier Notified on March 26, 2013 Not Notified
Section 1 - Short title, extent, commencement and application Section 2 - Definitions Clause (1) abridged prospectus Clause (2) accounting standards Clause (3) alter or alteration Clause (4) Appellate
More information1001 Sample Company Pty Ltd ACN Sample Copy. Proprietary Company Limited by Shares. Prepared for. Reckon Docs
1001 Sample Company Pty Ltd ACN 001 002 003 Proprietary Company Limited by Shares Prepared for Reckon Docs 1001 Sample Company Pty Ltd ACN 001 002 003 Proprietary Company Limited by Shares Prepared by:
More informationMLL214 CRIMINAL LAW NOTES
MLL214 CRIMINAL LAW NOTES Contents Topic 1: Course Overview... 3 Sources of Criminal Law... 4 Requirements for Criminal Liability... 4 Topic 2: Homicide and Actus Reus... Error! Bookmark not defined. Unlawful
More informationCASH MANAGEMENT SERVICES MASTER AGREEMENT
This Cash Management Services Master Agreement (the Master Agreement ) and any applicable Schedules (the Master Agreement and any applicable Schedules are together referred to as the Agreement ) sets out
More informationCONTRACT. What is a contract?
CONTRACT What is a contract? 2 Definition of a contract A legally binding agreement that means there must be some kind of agreement between two parties However, not all agreements are contracts because
More informationConstitution for Pooled Super Pty Ltd ACN
Constitution for Pooled Super Pty Ltd ACN 142 516 005 Contents Table of contents 1 Preliminary 1 1.1 Definitions... 1 1.2 Interpretation... 2 1.3 Application of the Act... 2 1.4 Exercise of powers... 3
More informationChapter I - Sphere of application and form of the instrument
United Nations Convention on International Bills of Exchange and International Promissory Notes Chapter I - Sphere of application and form of the instrument Article 1 (1) This Convention applies to an
More informationSOCIETIES ACT CHAPTER 108 LAWS OF KENYA
LAWS OF KENYA SOCIETIES ACT CHAPTER 108 Revised Edition 2012 [1998] Published by the National Council for Law Reporting with the Authority of the Attorney-General www.kenyalaw.org [Rev. 2012] CAP. 108
More informationBRITISH VIRGIN ISLANDS. COMPANIES ACT i. (as amended, 2004) ARRANGEMENT OF SECTIONS. Part I - Constitution and Incorporation
1. Short title 2. Interpretation 3. REPEALED 4. Application to private companies 4A. Application to banks BRITISH VIRGIN ISLANDS COMPANIES ACT i (as amended, 2004) ARRANGEMENT OF SECTIONS Part I - Constitution
More informationConstitution of International Association for Public Participation Australasia Limited
Constitution of International Association for Public Participation Australasia Limited TABLE OF CONTENTS 1. PRELIMINARY... 1 1.1 Exclusion of replaceable rules... 1 1.2 Definitions... 1 1.3 Interpretation...
More informationPURCHASE ORDER GOODS AND SERVICES CONDITIONS
PURCHASE ORDER GOODS AND SERVICES CONDITIONS 1 FORMATION OF CONTRACT The Principal has issued a Purchase Order for the supply of the Goods and/or the Services. The Purchase Order creates a contract between
More informationNo. 5 of 1992 VIRGIN ISLANDS DRUG TRAFFICKING OFFENCES ACT, 1992
No. 5 of 1992 VIRGIN ISLANDS DRUG TRAFFICKING OFFENCES ACT, 1992 ARRANGEMENT OF SECTIONS Section 1. Short title and commencement. 2. Interpretation. 3. Meaning of "corresponding law". 4. Provisions as
More informationArticles of Association. Equipsuper Pty Ltd ACN
Articles of Association Equipsuper Pty Ltd ACN 006 964 049 Consolidated copy (representing the articles of association attached to the shareholder resolution dated 5 February 2016, and taking effect on
More informationClearView Wealth Limited ABN Board Risk and Compliance Committee Charter
ClearView Wealth Limited ABN 83 106 248 248 Board Risk and Compliance Committee Charter 20 June 2017 1 Document Control & Version History Policy Board Risk and Compliance Committee Charter Document Owner
More information