Category Archives for "Company"

Director delegations in Australia

By Vivian Michael | Company

Photo by rawpixel on UnsplashAt some point, as a director, you may decide to delegate duties to someone else.  Now, directors are able to delegate duties because of section 198D of the Corporations Act 2001.  In fact, directors may delegate any of their powers to: A committee of directors;A director;An employee of the company; or Any other person. And they’ll need to record […]

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Does your Australian company need to hold directors meetings to pass resolutions?

By Vivian Michael | Company

Photo by Campaign Creators on UnsplashYou are likely juggling many important tasks as a business owner, so, you may be wondering if you may avoid meetings such as meetings to pass resolutions. The Corporations Act 2001 (Cth) regulates companies in Australia, and we are going  to cover what it says.  First, if you are both a sole director and sole shareholder, you […]

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Directors duty to disclose a personal interest

By Vivian Michael | Company

Photo credit:  Warren Wong, Unsplash Director’s have a duty to disclose a material personal interest. Now, it’s important to know about this duty because a breach is a strict liability offence.  So, strict liability means intent is not necessary. A breach is a breach.  Below, I will take you through what the duty to disclose means for directors in […]

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The legal powers of an Australian company

By Vivian Michael | Company

Photo credit:  Raw Pixel, Unsplash  Your company has legal powers both inside and outside Australia.  So below we’ll walk through powers and internal rules for an Australian company. Company powersCompany powers are found in section 124 of the Corporations Act 2001 (Cth) and below is a list of those powers:issue and cancel shares and issue debentures;grant options […]

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What is a subsidiary?

By Vivian Michael | Company

Photo credit:  Thomas Drouault, UnsplashA subsidiary (body corporate) is an enterprise that’s controlled by another controlling enterprise (another body corporate) in one of the ways below. The controlling enterprise of the subsidiary either:controls the composition of the subsidiary’s board; ORis able to cast 50% or more of votes at the subsidiary’s general meeting; orholds more than […]

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Director’s insurance – do I need it?

By Vivian Michael | Company

Photo credit:  Guy Stevens, UnsplashDirectors and officers insurance can help you manage risk, whatever your business. It’s a good idea to discuss insurance decisions with any cofounders and advisors.  While some businesses may decide to opt in, for other businesses, if it’s a contract requirement, they may not have a choice. For example, some shareholder agreements  have a […]

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The good faith duty of a director

By Vivian Michael | Company

Photo credit:  Raw Pixel, UnsplashDirectors have a duty of good faith. In fact, civil and criminal penalties may apply for a breach of good faith. Below is a break down of the good faith duty to help you better understand this director duty and avoid legal trouble.  Now, when you see the word director, you can also think […]

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Care and diligence of a director

By Vivian Michael | Company

Photo credit: Hannah Olinger, UnsplashCare and diligence is a requirement for directors per section 180 of the Corporations Act 2001 (Cth). And this section also applies to agents acting on behalf of directors. Why is the duty of care and diligence important for directors? Because there are legal consequences if directors don’t exercise care and diligence.  First, let’s start […]

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Director changes & ASIC records

By Vivian Michael | Company

Our practical tips for director changes and ASIC records A director resigns,  you need to add a new director either on an ongoing basis or for a specific time period,  either way,  you will need to record the change internally and you will need to let ASIC know. Here are our tips. Too busy to read on? […]

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