Lecture Notes on Business Law and Company Incorporation

Introduction

• The lecture is recorded for private use and will be uploaded to a private YouTube page.
• The format involves Q&A starting from the bottom of the document to cover all questions thoroughly.

Question 5.1: The Law of Persons and Business

• Law of Persons: Determines who or what is considered a person and their contractual capacity.
  • Ramesh: A natural person.
  • The Company: Once incorporated, becomes a juristic person.
  • Both are legal subjects and bear rights and duties.
  • Both have full contractual capacity unless stated otherwise.

Question 5.2: Legal Personality

• Question: Does Rami's Logistics have legal personality?
  • Answer: Yes, as it is a private company duly incorporated.
  • It is considered a full legal person due to its formal incorporation.

Question 5.3: Citing a Sole Proprietor

• When typing a summons for Becky Naidoo, a sole proprietor:
  • Identify her business as "conducting a business in the name and style of Becky's Bunny Chow."
  • Address her as residing at 59 Circuit Road, Unit 7, Chatsworth.
  • Include "full and further particulars of the defendant are unknown to the plaintiff."

Question 5.4: Piercing the Corporate Veil

• Scenario: Ramesh misuses company funds and the bank wants to sue him personally.
• Concept: Piercing the corporate veil allows the court to hold directors personally liable if conditions are met.
  • Rami's Logistics has separate legal personality.
  • Piercing the veil ignores juristic personality when directors act in bad faith or misuse company assets.
  • Important to distinguish between acting in good faith (protected by the business judgment rule) and bad faith (leads to personal liability).

True or False and Multiple Choice Questions

• Company Secretary:

  • Not all companies are required to appoint one, only public companies and SOEs.
  • Company secretaries differ from ordinary secretaries; they are chief administrative officers.
  • Responsible for compliance, guidance to directors, and submission of annual returns.

• Disqualified vs. Ineligible:

  • Ineligible: Never eligible to be a director (e.g., minors, mentally ill).
  • Disqualified: Was once eligible but lost eligibility due to actions (e.g., insolvency).
  • Ineligible is akin to a contract being void, whereas disqualified is like a voidable contract.

Miscellaneous

• Recording and Transcript: The lecture is recorded for reference and will be transcripted for easier access.
• Additional Notes:
  • Pay attention to repeated questions for reinforcement.
  • Section 77 requirements are highlighted in a new document version.

Conclusion

• The session addressed how to approach legal questions and the importance of reading questions carefully to avoid misinterpretation.
• Students are encouraged to review the material thoroughly and reach out if they have further questions.