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:
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:
Any document of the company is executed with the fixed seal in the document and the witnesses of the seal fix
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
Assumptions which are made under section 128
Constitution of the company and replaceable rules are complied with:
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:
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:
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 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:
The constitution and replaceable rules are applied on the
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.
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.