Corporate law Research assignment:

problem 1: Companies and business planning

FWPL acquired the winery business in 1981 from Angelo and Francesca Galli. Until then, Angelo and Francesca had operated the business as a partnership.

What are some of the key differences between a partnership and a company, as a vehicle for operating a business?

problem 2: Constituting companies

The board of FWPL is interested in producing a range of organic, bio-dynamic wines. They have heard that a vineyard near Robinvale in Victoria is for sale; the vineyard has already been appropriately certified for organic production by the relevant authorities. However, the venture is risky and the board has decided to incorporate a new subsidiary, to be called Family Organic Wine Pty Ltd (FOW), to acquire the property.

What decisions must be made, and what steps must be taken, to incorporate the new company?

Should FOW adopt a constitution, or rely on the replaceable rules as its internal governance rules? Give reasons for your answer.