Mr. Shifty, Ms Avoider and Mr. Marginal call to make an appointment with your firm, Fees Ruthless, solicitors. You have been asked to establish their new company (No-Tax Agents Pty Ltd). You advise them not to bother with their own constitution, but instead to rely on the replaceable rules in the Corporations Act. Advise who should be appointed as directors of their company in view of the following information:
A) Mr. Shifty states that he does not want to be appointed a director or secretary. He suggests instead that:
- his family company be appointed as a director; and
- the company not have a company secretary;
B) Ms Avoider is currently unavailable for meetings as she has five months still to serve for her last conviction for falsifying company accounts;
C) Mr. Marginal is 72 years old and has Alzheimer's disease. A trustee has been appointed to administer his estate.
Assume that Mr.Shifty's family company subsequently goes into liquidation. In her report to AS1C, the liquidator states that the secured creditors have been repaid in full, but the unsecured creditors will not receive more than 20 cents in the dollar. The liquidator does not find any evidence of wrongdoing on the part of Mr.Shifty or any of his fellow directors.
D) What (if any) ramifications does this have for Mr. Shifty, assuming that ASIC's records show that Mr. Shifty has, over the last nine months, had a similar track record with two other small, proprietary companies?
ASSIGNMENT REQUIREMENTS:
Answers should consist of:
- ISSUE (facts)
- relevant law (legislation/cases)
- application (arguments)
- conclusion - outcome (court)