Select the statement that is incorrect. In relation to replaceable rules:

a. If a company decides not to draft its own constitution, the replaceable rules provide the basic internal rules required for a company to function.

b. The advantage of relying on replaceable rules is that the company cannot amend them, saving the company time and expense.

c. S 141 has a table that conveniently lists all the replaceable rules.

d. While the table in s 141 offers a convenient list of the rules, the rules are in fact located throughout the Corporations Act depending on their topic.

2. Select the correct statement. To amend a corporate constitution, the following is required:

a. Pass a special resolution requiring a 75% vote by the members.

b. Pass a special resolution requiring a 50% vote by the members.

c. Pass a resolution requiring a majority vote by the directors.

d. Pass a resolution requiring a unanimous vote by the directors.

3. Select the incorrect statement:

a. A company constitution creates a contractual relationship between the company and its directors.

b. A company that chooses replaceable rules, rather than a constitution, can later instead adopt a constitution.

c. A corporate constitution's objects clause sets out and limits the scope of the company's ability to contract.

d. A corporate constitution is subject to any Corporations Act mandatory requirements.

4. Choose the correct statement:

a. The Corporations Act ensures a company is not vicarious liability for the acts of its agents and employees.

b. Where a tort has been committed by a junior employee in the course of a company’s business activities, the company will not be liable.

c. A criminal act by a senior employee may make the company criminally liable if he/she is considered to be the 'directing mind and will' of the company.

d. Under the Corporations Act, a company cannot be criminally liable for the act of an employee.

5. Select the statement that is incorrect:

a. A company may be convicted of a crime that is physically committed by a director.

b. At common law, in determining corporate criminal liability, the court will focus primarily on the actions of the senior individuals in charge of the company.

c. A company can be liable for a tort committed by a senior employee.

d. A company cannot be liable for a crime because it cannot have the 'mental state' or 'mens rea' needed to commit a crime, as it is not a human.

6. Select the corect statement. Pre-registration contracts are:

a. Contracts entered into by promoters in relation to a proposed business before the company that is going to run the business has been formally registered with ASIC.

b. Contracts entered into by a person on behalf of an existing company.

c. Contracts that a company enters into on behalf of a third party.

d. Contracts where the signers have not properly registered their details with ASIC.

7. Select the correct answer:

a. A real estate agent cannot sign a lease on behalf of a company, even if it has authority, because it is an external third party.

b. A company can only enter into a contract by having two directors or alternatively a director and company secretary sign the contract.

c. An agent of a company can only sign a contract for a company if he/she has written authority from the board.

d. An agent can have authority to sign a contract on behalf of a company by express authority, implied authority or apparent authority.

Answer rating: 100% (QA)

1d While the table in s 141 offers a convenient list of the rules the rules are in fact located in the Corporations Act The replaceable rules are a se... View the full answer