James Cook University Subject Handbook - 2020

LA3106 - Company and Partnership Law

Subject Description

This subject provides students with the knowledge of partnership and corporations law that is required for admission to practice as a legal practitioner in Australia. Coverage includes the nature and existence of partnerships; partners' duties; partnership property; relations with outsiders; assignment, retirement, expulsion and dissolution; and limited partnerships. It also provides detailed treatment of the types and formation of corporations; the concept of separate legal entity; share capital and membership; lifting of the corporate veil; basic principles of debt and equity finance (securing debt and raising capital); replaceable rules, corporate constitution and the statutory contract; altering the corporate constitution; powers of the board and the general meeting; meetings and statutory validation; directors' duties; capital maintenance and insolvent trading; members' remedies; corporate authority and the indoor management rule; voluntary administration, receivership and liquidations.

Learning Outcomes

• describe the formation and operation of partnerships and companies (including limited partnerships)
• describe the rights, duties and liabilities of partners and those who deal with them
• describe corporate membership, the process for raising capital, capital maintenance, insolvent trading, voluntary administration, receivership and liquidation
• describe the relationship between the general meeting, the board and corporate management (including director's duties and member's remedies)
• describe the significance of separate legal entity, authority, the indoor mangement rule and situations in which the corporate veil may be lifted

Subject Assessment

• Invigilated > End of semester exam - (60%)
• - (0% - 40%)
• On-course assessment will be worth 40% of final marks and may consist of any or a combination of the following: assignment; class test; tutorial participation - (0% - 40%)

Note that minor variations might occur due to the continuous subject quality improvement process, and in case of minor variation(s) in assessment details, the Subject Outline represents the latest official information.

Inadmissible Subject Combinations:  BU2112 BX2112 LA3002 LA3015 LA3016

Availabilities