Provided Officers Agents Of The Company Essay

Question:

Discuss About The Provided Officers Agents Of The Company?

Answer:

Introducation

Directing mind and will is a phrase which establishes that the officers of the company are the representative of the company and they are the ones who are the mind and will of the company and the actions that are undertaken by them are considered to be the action that are taken up by the company provided these officers are the agents of the company and are authorized to carry out the transactions on behalf of the company and is held in Krakowski v Eurolynx Properties Ltd (1995). This is because the company does not have its mind and will of its own and thus it requires living personnel’s to carry out the functions of the company and is held in North Sydney Council v Roman (2007).

It is necessary that there must be some persons who are considered to be the directing mind and will of the company because a company is not a natural person in law but is an artificial person who is created after registration as per the provisions of law. Even though it has all the powers to act like a normal person, such as, take legal proceedings, purchase property, etc, however, it does not have a life and acts with the help of its employees, directors, officers and representatives and agents. Thus, these representatives, officers and agents are the mind and will of the company provided they have authority which is delegated to them by the company with the help of its constitution or replaceable rules or both and is held in Director General, Department of Education and Training v MT [2006]. (Tunstall, 2008)

‘Piercing the Corporate Veil’

Corporate Veil of a company is one of the significant features of a company which is attained by it after its incorporation. Corporate veil of the company signifies that a company is distinct from its officers. There is a hidden veil that is present between a company and its officers according to which the acts are undertaken by the company directors on behalf of the company and are in the name of the company alone and the directors cannot be held personally liable for the same even when such transaction results in the causing loss to the company. This separate legal personality principle was validly described in the leading case of Salomon v A Salomon & Co Ltd [1896]. (Gibson et al, 2013)

But, there are instances wherein this corporate veil of the company is disregarded and the acts of the directors are considered as the acts carried out not in the name of the company but the veil is pierced and the acts of the directors or officers are considered to be acts of the directors personally and there is no distinction that is made amid the directors and the acts of the company (Re Edelsten ex parte Donnelly (1992). Some of the situations in which the veil of the company is pierced and the directors are held personally liable for the liabilities ate where there is relationship of corporate groups, presence of sham, enemy character etc. (Stefan, 2016)

Thus, piercing of veil is determined by the courts so that the directors can be held personally liable for the actions.

Reference List

Books//Articles/Journals

Gibson et al (2013) Business Law 2014. Pearson Higher Education AU.

Stefan (2016) In Search of Corporate Accountability: Liabilities of Corporate Participants. Cambridge Scholars Publishing.

Case laws

Director General, Department of Education and Training v MT [2006].

Krakowski v Eurolynx Properties Ltd (1995).

North Sydney Council v Roman (2007).

Re Edelsten ex parte Donnelly (1992)

Salomon v A Salomon & Co Ltd [1896]

Online Material

Tunstall (2008) Corporate Responsibility: The duties and liabilities of the corporation (online). Available at: (Accessed on 11th September 2017)

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