Table Of ContentProduct Information
Disclaimer
No person should rely on the contents of this publication without first
obtaining advice from a qualified professional person. This publication
is sold on the terms and understanding that (1) the authors,
consultants and editors are not responsible for the results of any
actions taken on the basis of information in this publication, nor for any
error in or omission from this publication; and (2) the publisher is not
engaged in rendering legal, accounting, professional or other advice
or services. The publisher, and the authors, consultants and editors,
expressly disclaim all and any liability and responsibility to any person,
whether a purchaser or reader of this publication or not, in respect of
anything, and of the consequences of anything, done or omitted to be
done by any such person in reliance, whether wholly or partially, upon
the whole or any part of the contents of this publication. Without
limiting the generality of the above, no author, consultant or editor
shall have any responsibility for any act or omission of any other
author, consultant or editor.
About Wolters Kluwer, CCH
Wolters Kluwer, CCH is a leading provider of accurate, authoritative
and timely information services for professionals across the globe. We
create value by combining information, deep expertise, and
technology to provide our customers with solutions that contribute to
the quality and effectiveness of their services. Professionals turn to us
when they need actionable information to better serve their clients.
With the integrity and accuracy of over 45 years’ experience in
Australia and New Zealand, and over 175 years internationally,
Wolters Kluwer is lifting the standard in software, knowledge, tools
and education.
Wolters Kluwer, CCH — When you have to be right.
Enquiries are welcome on 1300 300 224.
ISBN 978-1-925554-43-4
© 2017 CCH Australia Limited (unless otherwise indicated)
Published by CCH Australia Limited
First published April 2013
Australian Securities & Investments Commission (ASIC) regulatory
guides
© Australian Securities & Investments Commission. Reproduced with
permission.
CCH is not the copyright owner of the judgments published herein. All
rights reserved. No part of this work covered by copyright may be
reproduced or copied in any form or by any means (graphic, electronic
or mechanical, including photocopying, recording, recording taping, or
information retrieval systems) without the written permission of the
publisher.
Contents
CommLaw2: Entities and Business Structures: Commentary
Tax Institute CommLaw2 Module 1
[¶8-500] Sole proprietor
[¶1-060] The referral of powers by the States to enable law
making: s 3, 4
[¶8-910] Protection of business names
[¶490] Functions and powers
[¶35-110] Industrial relations legislation
[¶35-060] Work Health and Safety Act
[¶150-589] National consumer credit legislation
[¶35-158] The APPs
[¶8-510] Partnership
[¶31-400] Requirement to incorporate: s 115
[¶3-340] Vicarious liability
[¶26-938] Business affairs of a partnership: s 53AC
[¶3-005] Promoters and pre-registration contracts
[¶3-010] Ratifying pre-registration contracts
[¶4-010] Procedure — Setting up a proprietary company
[¶4-015] Procedure — Setting up a public company
[¶4-020] Applying to register a company: s 117
[¶4-045] Selecting, reserving and registering the company
name
[¶37-300] Omission of “Limited” from name: s 150, 151
[¶35-000] Introduction — Internal management of companies:
s 134
[¶9000-020] What is “corporate governance”?
[¶32-010] What is the role of the board of directors?
[¶32-810] Board of directors delegating to committees and
management
[¶42-020] Introduction — Directors’ & officers’ duties,
responsibilities and obligations
[¶42-240] Directors’ duty to exercise powers for a proper
purpose
[¶42-530] Director’s duty to disclose material personal
interests: s 191
[¶197-100] Introduction — Continuous disclosure
[¶50-100] Roadmap — Rights and remedies of members of a
company and registered schemes
[¶50-525] Examples of members’ rights
[¶50-700] Statutory remedies open to members
[¶53-120] Actions based on oppressive conduct or unfair
prejudice: s 232 & 233
[¶54-275] Criteria for granting leave to bring, or intervene in
proceedings on behalf of company: s 237
[¶74-050] Notice of share issue: s 254X
[¶42-367] Breach of duty to maintain share capital
[¶76-025] Rationale and motivations underlying share buy-
backs
[¶45-010] Roadmap — Related party transactions
[¶152-040] Circumstances in which company may be wound
up voluntarily: s 491
[¶132-520] Overview — privately appointed receiver
[¶136-220] Object of administration: s 435A
Tax Institute CommLaw2 Module 2
[¶8-530] Trust
[¶21-340] Common intention and other constructive trusts
[¶65-300] The nature of the member’s interest
[¶162-730] Use of trust assets
[¶8-590] Joint ventures
[¶2-830] Operation of Cartels Act joint venture exception
Tax Institute CommLaw2 Module 3
[¶35-050] Superannuation
[¶277-320] Information for existing holders of superannuation
products and RSA products: s 1017C
[¶277-360] Trustees of superannuation entities — regulations
may specify additional obligations to provide information: s
1017DA
[¶274-750] Providing personal advice to retail clients:
reasonable basis for advice requirement: repealed s 945A
[¶2-950] Superannuation policies and other policies held
under trust
Tax Institute CommLaw2 Module 4
[¶1-100] Insolvency
[¶1-140] Australian bankruptcy legislation
[¶2-040] Briefing and advisory functions: is bankruptcy the
best administration?
[¶2-070] Bankruptcy by debtor’s petition (voluntary
bankruptcy)
[¶2-330] The Official Trustee in Bankruptcy
[¶1-400] Functions common to bankruptcy and liquidation
[¶10-600] The “relation back doctrine”
[¶13-320] Specific examples of creditor control and rights to
receive information
[¶10-900] The administrative regime for recovery of income
contributions
[¶18-000] Meaning of “termination of bankruptcy”
[¶18-040] General effect of discharge
[¶19-500] Introduction to debt agreements
[¶24-025] Effect of entering into controlling trusteeship
[¶54-002] Purpose of administration
[¶1-220] Receivership
[¶32-300] Parties to liquidation and corporate insolvency
[¶32-310] Liquidators
[¶32-660] Comparing court liquidation with other corporate
insolvency administrations
The flight of the phoenix, 13 August 1996
CommLaw2: Entities and Business Structures: Cases
Tax Institute CommLaw2 Module 1
HIH Casualty & General Insurance Ltd v Building Insurers’
Guarantee Corporation
Woodgate v Davis
Briggs v James Hardie & Co Pty Ltd & Ors
CommLaw2: Entities and Business Structures: Releases
Tax Institute CommLaw2 Module 1 — ASIC regulatory
guides
[¶10-041] Regulatory Guide 41: Limited Partnerships
Fundraising (Previously Policy Statement 41)
Tax Institute CommLaw2 Module 3 — ASIC regulatory guides
[¶10-243] Regulatory Guide 243: Registration Of Self-
Managed Superannuation Fund Auditors
Wolters Kluwer, CCH Acknowledgments
Wolters Kluwer, CCH wishes to thank the following who contributed to
and supported this publication:
Managing Director: Michelle Laforest
Content Director: Scott Abrahams
Head of Content — Books: Alicia Cohen
Editor: Emma Gleeson
Production Team Leader: Katherine Joy Aguado
Subeditor: Joshua Albert Patlin
Production Editor: Florie Mae Luz
Content Coordinator: Hui Ling Lee
Cover Designer: Eric Truong
What is an eBook?
An eBook is a book in digital format. Throughout history, books have
been hand scribed texts, mass-printed with movable type, read aloud
as audio books, photocopied, purchased, borrowed, annotated and
indexed. And now books can be read online on a wide variety of
devices anywhere, anytime!
CCH eLending provides access to hundreds of eBooks in a variety of
subject areas. You can access eBooks wherever and whenever you
need them.
To see the eBooks available via your specific library, you’ll need to be
registered for online access. Once logged in, you’ll be able to browse
the range of eBooks available using the search bar, browse books
panel and search filters, in the same way as print titles.
Reading eBooks
eBooks are easy to read online using a computer or a mobile device
such as an eBook reader, tablet or smart phone. CCH eLending
includes the option of searching for keywords or phrases within the
book, and some content has enhanced features such as hyperlinks
and inbuilt dictionaries.
To read an eBook online, usually all you need is:
• a computer with an Internet connection
• an up-to-date web browser.
Browser Reading
Reading eBooks via CCH eLending and your browser reader offers
users a rich and immersive reading experience.
There is no need for additional software, there are many ways to
customize how eBooks are displayed, and your eBooks are available
even after you’ve disconnected from the internet.
To read an eBook you have selected through the browser reader, just
follow these simple steps.
1. Borrow your desired eBook in the usual way
2. Click the ‘Read’ button
3. Begin reading through your web browser
The browser reader offers a growing variety of features for users,
including:
• Highlighting sections of text
• Adding notes to sections of text
• Dictionary to look up the definitions of words
• Thesaurus to look up synonyms of words
• Links to Google search results for selected words
• Bookmarks
Why read through the browser reader?
Here’s why we recommend reading eBooks through the browser
reader.
1. No need for additional software
The browser reader has been designed to not require an Adobe ID,
which is needed when reading a downloaded book. In order to have
an Adobe ID a user must be at least 13 years old, and Adobe has
recently looked to validate this by implementing a change to the sign
up process requiring users to enter their date of birth when signing up.
No such steps are required with the browser reader.
2. Read your own way
You’ll have almost full control over how your eBook is displayed when
read using the browser reader.
Don’t like the fonts or background colour used? Find the character or
line spacing too tight? Just use the customisable settings to change
them to your own preferences. Background colours, font sizes and
styles, and spacing between lines and characters can all be changed
to best suit readers.
Once within the eBook click the right hand tab labelled “Settings” to
change your view. Your settings will remain the same across all the
eBooks you use.
If you’ve been reluctant to read because of poor eyesight or reading
