Course Title: Define and research the application of corporations law

Part B: Course Detail

Teaching Period: Term2 2017

Course Code: LAW5723

Course Title: Define and research the application of corporations law

School: 650T Vocational Business Education

Campus: City Campus

Program: C6141 - Advanced Diploma of Legal Practice

Course Contact: Robert Sheen

Course Contact Phone: +61 3 9925 5759

Course Contact Email:

Name and Contact Details of All Other Relevant Staff

Andrew Webster


Nominal Hours: 50

Regardless of the mode of delivery, represent a guide to the relative teaching time and student effort required to successfully achieve a particular competency/module. This may include not only scheduled classes or workplace visits but also the amount of effort required to undertake, evaluate and complete all assessment requirements, including any non-classroom activities.

Pre-requisites and Co-requisites


Course Description

This unit describes the skills and knowledge required to apply areas of company and associations law in order to support relevant operations of a legal office, financial institution, accounting office, government department or authority or corporate section.

This unit supports the work of personnel engaged in the operation of a legal office, financial institution, accounting office, government department or authority, or associated fields within public and/or corporate sectors.

National Codes, Titles, Elements and Performance Criteria

National Element Code & Title:

VU21649 Define and research the application of corporations law


1.Research the development of company law

Performance Criteria:

1.1 Define a company and compare and contrast it with other types of business organisations with reference to sole proprietorship, partnership and trust 1.2 Analyse the development of company law in Australia, including the development of supplementary legislation and regulations 1.3 Analyse the administration of company law and the role of the Australian Securities and Investments Commission 1.4 Identify and distinguish the types of companies 1.5 Determine the nature of the types of companies and identify main differentiating features of types of companies


10.Analyse the legal nature of incorporated associations

Performance Criteria:

10.1 Specify and discuss the legal nature of unincorporated associations and distinguish these from companies and incorporated structures 10.2 Analyse the powers, duties and liabilities of members and office bearers of unincorporated associations 10.3 Analyse the legal consequences of incorporating an association


2.Analyse and apply the concept of corporate liability

Performance Criteria:

2.1 Assess, and discuss for application, the extent of liability to outsiders of companies and members of companies under the principle of separate corporate personality 2.2 Evaluate and discuss the significance of the corporate veil principle and its application by the courts 2.3 Research and discuss the advantages and disadvantages of the corporate veil principle in corporate and commercial practice, and contrast these from the legal positions of unincorporated businesses


3.Determine and apply the procedure to register a company

Performance Criteria:

3.1 Resolve the authority, duties and liabilities of a promoter of a company and discuss the law governing pre-registration contracts 3.2 Identify the steps relevant to the registration of a company, and associated requirements concerning: • application for registration • the company name • constitution or the replaceable rules • consent to act as director • registered office • certificate of registration / certificate of incorporation 3.3 Apply the procedure necessary to register a company and complete the steps required by ASIC 3.4 Analyse the nature of a company's internal governance rules, including the question of whether a company should adopt a constitution or utilise the replaceable rules


4.Identify and apply the regulation of shares and shareholdings

Performance Criteria:

4.1 Specify the nature and regulation of shares and shareholdings with reference to: • acquiring and ceasing membership • share capital • classes of shares • issue, allotment, transfer and transmission of shares • dividends • capital maintenance 4.2 Analyse the role and regulation of members' meetings, including the power to initiate a meeting, notice, voting and resolutions 4.3 Identify the rights, obligations and remedies of members


5.Examine and apply the regulation of company finance

Performance Criteria:

5.1 Specify and apply the nature and regulation of the sources of company finance, and compare their advantages and disadvantages 5.2 Analyse and apply the nature and regulation of capital raising through debentures and public securities 5.3 Identify the nature of raising capital from the public through the issue of company securities and describe and apply the disclosure requirements that govern their issue


6.Analyse and apply the regulation of company management

Performance Criteria:

6.1 Outline and evaluate the role and regulation of company directors 6.2 Analyse and discuss the role and regulation of board meetings, including the power to initiate a meeting, notice, voting and resolutions 6.3 Specify the role and duties of company secretaries and company's other officers 6.4 Identify the role of a company auditor


7.Analyse the regulation of company takeovers

Performance Criteria:

7.1 Specify when an acquisition of shares is prohibited or regulated 7.2 Identify the purposes for the regulation of takeovers 7.3 Classify the valid methods of share acquisition


8.Examine the reasons for external administration of a company

Performance Criteria:

8.1 Identify the nature of, and rationale for, a company being subject to a creditors' scheme of arrangement 8.2 Analyse why and when a receiver, receiver and manager, or controller may be appointed and the consequences for the company and other affected parties 8.3 Analyse why a company may undergo voluntary administration and the consequences for the company and other affected parties


9.Analyse and apply the processes of liquidation and/or winding up of a company

Performance Criteria:

9.1 Specify and discuss the reasons for winding up a company 9.2 Classify the different types of winding up and how they are initiated, with particular analysis of winding up in insolvency 9.3 Assess the process and effects of winding up a company 9.4 Identify and ensure the rights of secured and unsecured creditors under a winding up 9.5 Identify the manner of appointment of a company liquidator, their qualifications powers, duties and liabilities

Learning Outcomes


Details of Learning Activities

A range of learning activities are planned for this course including self-paced and collaborative classroom-based activities.

The self-paced activities will be delivered through various technology platforms and may include your contribution to wikis and discussion threads, reflective journals, quizzes and interactive sessions.

The collaborative classroom-based activities will include group discussions, group problem-solving activities and opportunities to practice your skills in a simulated/real workplace environment. We expect you to participate and contribute in all scheduled learning activities.

Teaching Schedule

Induction Session

Prior to training commencement a program level induction session will be conducted that comprises the following:

  • Program overview and requirements
  • MyRMIT/Blackboard
  • Overview of assessment requirements
  • Pre-Training Review including:
    • Recognition of Prior Learning and Credit Transfers
    • Assessment of current skills and knowledge
  • Competency/Grading Criteria
  • Plagiarism
  • Appeals
  • Extensions
  • Feedback
  • Privacy
  • Submission requirements
  • Resubmission policy
  • Where to get support
  • Student responsibilities 

 The Teaching Schedule for this course is contained in the attached file called "Corporations Law Summary_Sem 2 2017". (Please note that this schedule is subject to change).



Learning Resources

Prescribed Texts

Anderson Colin, Dickfos Jennifer, Hyland Margaret, Nehme Marina, Dahdal Andrew, Corporations Law 5th Edition Lexis Nexis Butterworths – 2016.


Fitzpatrick Jeffrey F, Symes Christopher F, Veljanovski Angelo, Parker David, Business and Corporations Law 2nd Edition – 2014

Other Resources

Overview of Assessment

Critical aspects for assessment and evidence required to demonstrate competency in this unit

In order to demonstrate competency in this unit, you must provide evidence of:

• knowledge of corporate liability, including the principles of separate corporate personality and the corporate veil
• knowledge of authority, duties and liabilities of company promoters and pre-registration contracts legal requirements
• knowledge of the regulation of company finance in terms of shares and shareholding
• knowledge of powers, responsibilities and liabilities of parties involved in an external administration of a company
• assessing issues of company registration and governance and applying relevant regulations and provisions
• assessing issues of company takeovers, external administration and winding up, and applying relevant regulations and provisions
• knowledge of types of companies, registration, governance and liabilities
• knowledge of regulations concerning company takeovers, external administration, liquidation and winding-up
• knowledge of legal nature of incorporated associations
• knowledge of the nature and principles of relevant Corporations Law

Context for assessment

Assessment must ensure:

• activities are related to a legal practice context
• activities are related to laws, regulations and procedures currently operating across the jurisdictions relevant to this qualification

You are advised that you are likely to be asked to personally demonstrate your assessment work to your teacher to ensure that the relevant competency standards are being met.


Feedback will be provided throughout the semester in class and/or online discussions. You are encouraged to ask and answer questions during class time and online sessions so that you can obtain feedback on your understanding of the concepts and issues being discussed.

You should take note of all feedback received and use this information to improve your learning effectiveness and final performance in the course.

Finally, you can email or arrange an appointment with your teacher to gain more feedback on your progress.

Assessment Tasks


Assessment 1 is an open book test in class in Week 5. It covers the class topics from Weeks 1 – 4 inclusive, except for the topic of “Introduction to Directors”. The time allocated is 1 hour 20 minutes plus 10 minutes reading time. The test is Open Book and has a nominal weighting of 20%.


Assessment 2 Portfolio Tasks (Parts 1 and 2)

The aim is to encourage students to participate in classes and to reflect on the content. At the end of selected classes, students will be given a topic to reflect on or to research.


At the end of Week 7, students will be required to submit Part 1 of their Portfolio. As in other courses in which I am involved, I will continue to encourage students to improve their English expression.


Accordingly, inappropriate grammar will result in deduction of marks e.g. don’t, can’t, could’ve or could of etc. I also believe we need to improve our ability to provide written advice. As you will be aware, I consider both of these skills to be essential in any legal or other workplace.


Part 2 of your portfolio will be due at the end of Week 13 and the same procedure applies.


Each of the Portfolio Tasks (Parts 1 and 2) has a nominal weighting of 20% making a total nominal weighting for these assessments of 40%.


Assessment 3 is the final Open Book test has a nominal weighting of 40% and is scheduled for the assessment period in either of Weeks 15 or 16 (to be confirmed during the semester). This test assesses the topics covered in Weeks 9 - 14.


This assessment is an Open Book test has a nominal weighting of 40%. The time allocated is 2 hours plus 15 minutes reading time.

Assessment Matrix

Other Information

Submission Requirements

You should:

  • Ensure that you submit assessments on or before the due date.
  • Always retain a copy of your assessment tasks (both hard copy and soft copy).
  • Use a cover sheet that includes a declaration and statement of authorship when you submit work for assessment at RMIT University. You must complete, sign and submit a cover sheet with all work you submit for assessment, whether individual or group work. On the cover sheet you must declare that the work you are presenting for assessment is your own work. An assignment cover sheet for submission of each assessment task is available on Blackboard.
  • Include a footer (appearing on each page of your assessment) with your name, student number, assessment title, course code, course title and page numbers. For example, Kelly Hervey, 324567, Task 2, OHS2345C Ensure safe workplace, Page 1 of 10.

Late Submission Procedures

You are required to submit assessment items and/or ensure performance based assessment is completed by the due dates.

If you are prevented from submitting an assessment item on time, by circumstances outside your control, you may apply in advance to your teacher for an extension to the due date of up to seven calendar days. For more Information go to:

The application form may be obtained from:

Where an extension of greater than seven days is needed, you must apply for Special Consideration. Applications for Special Consideration must be submitted no later than two working days after the assessment task deadline or scheduled examination. For more Information go to:;ID=g43abm17hc9w

The application form may be obtained from:

Resubmissions (VE Programs):

You must satisfactorily complete all assessment tasks in order to achieve competency.

If an assessment task is assessed as not yet satisfactory, you will be allowed one resubmission opportunity only. Your teacher will provide feedback detailing what you need to do in order to satisfactorily complete that task, and will set a new deadline for the resubmission within the current semester.

If your resubmission is deemed to be not yet satisfactory then you must apply in writing to your Program Manager outlining the steps you will take to demonstrate competence in that course. Your submission will be considered by the Program Team and you will be advised of the outcome as soon as practical.

If your resubmission is deemed satisfactory then you may still achieve competency for the course, provided that all other assessment tasks are satisfactorily completed. Further, if this satisfactory resubmission is of a task that contributes to the overall grading of this course, then it shall only be entitled to receive a score that equates to 50% of the total marks allocated for that task.

Adjustments to Assessment

In certain circumstances students may be eligible for an assessment adjustment. For more information about the circumstances under which an adjustment to the assessment arrangements might be granted please access the following website:;ID=7usdbki1fjf31

Marking Guide (Competency)

You must demonstrate through your performance in the Course Assessment Tasks that you have all the required skills and knowledge as specified in the unit of competency (course) you are studying.

Your submitted assessments are the evidence used to determine if you have met all critical aspects of the assessments, and if any critical aspects have not been met, then you cannot be deemed competent in this course.

On each assessment task you will receive feedback against the competency requirements for that task, and the outcome of the task will be recorded as either satisfactory (all requirements have been met) or not yet satisfactory (one or more requirements has not yet been met).

Only when all assessment tasks have been assessed as satisfactory will you be deemed competent in this course.

Marking Guide (Grading)

This course is graded. However, only after achieving competency in this course will you receive a grade corresponding to your level of performance in the course. 

The reported Final Grade will be one of the following:


 Competent with High Distinction


 Competent with Distinction


 Competent with Credit


 Competency Achieved – Graded


 Not Yet Competent (all assessment tasks submitted)


 Did Not Submit (one or more assessment tasks not submitted)

Further details regarding the application of the grading criteria will be provided by your teacher.

Course Overview: Access Course Overview