Reference no: EM13332015
Sam had a carpentry business worth $60,000 and wanted to set up a company to run it. In February, Sam's accountant bought a software package for the business for $15,000 from James under a contract which he signed as "agent of Sampson Pty Ltd." Sampson was not incorporated until April.
In April, Sam incorporated a proprietary company limited by shares, Sampson Pty Ltd to take over the business. Sam sold his business to Sampson Pty Ltd for $100,000. Sam's friend Lisa put in her life's savings of $20,000 and purchased 20% of the company's issued share capital. Lisa's auntie also purchased 30% of the company's issued share capital for $30,000. Sam and Lisa became the directors of the company. Sam, being an expert in carpentry work agreed to do the hands-on work in the business, whilst Lisa would look after the paperwork.
The company's constitution has the following clauses:
- The company's business is to conduct a carpentry business and invest any excess capital in residential properties.
- Bill (Lisa's brother) will be the solicitor for any residential property purchases or sales made by the company.
- Any disputes which arise between the company and its members should be first referred to an arbitrator before there are any court proceedings.
REQUIRED:
With reference to the Corporations Act2001 (Cth) and case law, you are required to answer the following questions:
(i) Could Sam have decided to incorporate a No Liability Company through which to conduct his business? Include in your answer a discussion of the nature of a No Liability Company and the advantages and disadvantages associated with it. On the assumption that it is possible to incorporate a No Liability Company, what steps are required to convert Sampson Pty Ltd to a No Liability Company?
(ii) Discuss the implications if the directors of Sampson Pty Ltd sign a contract to develop commercial properties.
(iii) Can Bill successfully challenge the company if he is removed as the company's solicitor? Would your answer differ if Bill was a shareholder of Sampson Pty Ltd?
(iv) If Bill is removed as the company's solicitor and Lisa is unhappy about this, can Lisa challenge the company in court?
(v) In June, Sampson Pty Ltd received an invoice from James for the purchase of the software package in February. Sampson Pty Ltd refused to pay the invoice. James demanded that Sam's accountant pay him the $15,000 owed to him for the software package. Advise Sam's accountant on whether he has any liability in relation to the payment of the software package.
(vi) In October, whilst working late at night, Sam injured himself and is now unable to work as a carpenter. The company is unable to pay all of its creditors and is forced into winding up. The liquidator claims that Sam is personally liable to the company as he sold the business to it at an inflated price. Advise Sam of any liability arising from his sale of the business to the company.
|
At what rate does the box accelerate down the slope
: A 6.0 kg box slides down an inclined plane that makes an angle of 39° with the horizontal. at what rate does the box accelerate down the slope
|
|
Round intermediate calculations to two decimal places
: An alternative requires $12000 to be paid at the end of year 1, year 2, and year 3. All values are in constant dollars. Using the tables in the chapter, compute the NPV of this alternative. Round intermediate calculations to two decimal places.
|
|
Define what is the cost in cents of an avocado
: In mexico avocados are 48 pesos per kilogram. What is the cost, in cents, of an avocado that weighs 0.45 lb if the exchange rate is 13 pesos to the dollar
|
|
What is the pans distance from the ceiling
: A massless pan hangs from a spring that is suspended from the ceiling. What is the pan's distance from the ceiling when the spring reaches its maximum length
|
|
What steps are required to convert sampson pty ltd
: Discuss the implications if the directors of Sampson Pty Ltd sign a contract to develop commercial properties and advise Sam of any liability arising from his sale of the business to the company.
|
|
Evaluate the shortest period of rotation
: The fastest possible rate of rotation of a planet is that for which the gravitational force on material at the equator barely provides the centripetal force needed for the rotation. evaluate the shortest period of rotation
|
|
What is the new water level and motion commented
: A graduated cylinder contains 155 mL of water . A 15.0-g piece of iron (density = 7.86g/cm^3) and a 20.0-g piece of lead (density = 11.3 g/cm^3) are added. What is the new water level, in milliliters, in the cylinder? motion commented
|
|
Write a ruby program that reads a line from the user
: In class assignments #12. Design a Ruby class that inherits from the inbuilt String class and adds an additional functionality to check if the string is a palindrome. Email your code by end of day 02/28.
|
|
What is the induced emf in one of the windings
: A solenoid of length 4.5 cm and diameter 0.85 cm is wound with 181 turns per cm. The current is decreasing at a rate of 36.6 A/s. What is the induced emf in one of the windings
|