QUESTION 1 (Companies and business planning)

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

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

QUESTION 2 (Constituting companies)

The board of FWPL is interested in producing a range of bio-dynamic, organic wines. They have heard that a vineyard near Robinvale in Victoria is for sale; the vineyard has already been suitably certified for organic production by the relevant authorities. Thus, 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 have to 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.