Company Law for Business BLAW2006

Topic 1 – About Companies, company Law and The Legal

Nature of Companies

Contents
 Companies as a Form of Business Organisation.
 The Architecture of Companies.
 The Historical Development of Companies.
 The Corporations Act.
 Other Sources of Company Law.
 The Legal Nature of Companies – The Separate Entity Doctrine.

Learning outcomes
After completing this topic, you should be able to:

 Understand the use of a company for business purposes;

 Understand how companies are structured;
 Understand the historical development of companies;
 Understand the basic characteristics of a company;
 Appreciate the various sources of law applying to companies;
 Understand the corporate principle of separate legal entity;
 Understand the concept of limited liability; and
 Understand the role, functions and power of ASIC

Important Sections
As you work through this topic, keep in mind the following key sections:
 Sections 112; 114, 119, 124

Important Cases

 Salomon v Salomon Co Ltd [1897];

 Lee v Lee’s Airfarming Ltd [1961];

 Macaura v Northern Assurance Co Ltd [1925].

Company Law for Business BLAW2006

Topic 1 – Learning Outcomes
© Curtin Business School 1/2
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 Textbook – Further Readings
Hanarahan, P., Ramsay, I., and Stapledon, G., Commercial Application of
Company Law, CCH, latest edition.

 Chapters 1, 2 and 3 [pp 44-53].

Tips before proceeding to the next topic:

You should have an understanding of:
 Why the company form was necessary for business;
 How the company is different from other entities;
 The effect of the Australian Constitution on Australian corporate
law;
 The development of Australian corporate law;
 The sources of law that apply to companies;
 The fundamental characteristics of a company;
 That the company is a separate legal entity from its members and
directors;
 Limited liability of members and why all companies have unlimited
liability; and
 The role and function of ASIC.

Critical
In order to successfully continue your studies you must understand the
concept that A COMPANY IS A SEPARATE LEGAL ENTITY.

Company Law for Business BLAW2006

Topic 1 – Learning Outcomes
© Curtin Business School 2/2
2/2