Registering a foreign company in Australia

To trade in Australia, a foreign company (Foreign Company) must be registered under Part 5B.2 of the Corporations Act 2001 (Cth)(Act). Section 601CD of the Act provides that a Foreign Company may carry on business in Australia if it is registered under Division 2 of Part 5B.2 of the Act.

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Electronic service of documents

Last updated 25/08/2015

The use of email communication in everyday businesses must be, by now, almost standard. With the increasing size of email attachments, business and particularly those exchanging large documents with their clients or B2B businesses are now increasingly using cloud technology or third party document exchange systems such as Dropbox.

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Shareholders’ agreements and inconsistency clauses

The case of Cody v Live Board Holdings Limited [2014] NSWSC 78 (Cody) highlights the need for careful drafting of Shareholders’ Agreements to ensure that there is no duplication of clauses in company constitutions. Shareholders’ agreements usually contain what’s known as an “inconsistency clause”. Such inconsistency clauses attempt to resolve ambiguity between overlapping or conflicting clauses in Constitutions and Shareholders Agreement in favour of the Shareholders’ Agreement. Cody provides guidance on the applicability of inconsistency clauses.

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Shareholder oppression

What is shareholder oppression?

Shareholder oppression can occur when the majority shareholders in a company misuse their power to oppress the minority shareholders.

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Prohibition on the acquisition of a relevant interest

Section 606 of the Corporations Act 2001 (Cth) (Corps Act) contains a prima facie prohibition against the acquisition of relevant interests in voting shares.

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