TABL2741 Business Entities - 2021

Term 1
6 Units of Credit
On Campus and Online
Management & Governance
The course outline is not available for current semester. To view outlines from other years and/or semesters, visit the archives .

1. Course Details

Summary of Course

The purpose of this course is to examine the main principles of company law. Emphasis will be given to the areas dealing with the legal effects of incorporation, corporate liability, the raising and maintaining of capital; the responsibility for company management and governance (directors and officers duties and liabilities); the commercial conduct of companies; the protection of members (rights and remedies); liquidation and alternatives for companies in financial distress. Other forms of business structures or organisations will also be referred to in the context of company regulation. The comparative utility of alternative business structures will be assessed. Such utility will be examined from aspects such as personal liability, suitability for property ownership and facility for the conduct of commercial operations.

Lecture material will be grounded in contemporary commercial and legal developments to illustrate the practical relevance of topics studied.

Teaching Times and Locations

Please note that teaching times and locations are subject to change. Students are strongly advised to refer to the Class Timetable website for the most up-to-date teaching times and locations.

View course timetable

Course Policies & Support

Course Aims and Relationship to Other Courses

Business Entities is the main company law course offered by the School of Management and Governance. CPA Australia and Chartered Accountants Australia and New Zealand (CA ANZ) have accepted UNSW as an approved tertiary institution for purposes of membership qualifications. Bachelor of Commerce (Accounting) students will generally need to complete the following courses to satisfy professional requirements:

  • TABL 1710 [or TABL 2710] Business and the Law
  • TABL 2741 Business Entities and
  • TABL 2751 Business Taxation (for CPA students, it is advisable to do tax law as part of your degree; otherwise you will need to undertake a tax law course at the CPA after you graduate)

Students may choose to study Business Entities as part of a Taxation major.

2. Staff Contact Details

Position Title Name Email Location Phone Consultation Times
Lecturer-in-chargeAProfAnil HargovanTBA+61 2 9385 3577By Appointment

A full list of tutors will be posted on UNSW Timetable.

Communication with staff

  • Students are invited to consult, by email appointment, with the lecturer-in-charge on any aspect of the course
  • Students may contact staff by email regarding course administration matters, using only their official university email address as per University Email Policy. Email is not an appropriate medium for learning. It is a poor substitute for personal consultation. Do not expect staff to reply to emails which request extensive or substantive answers. Teaching staff will use their discretion when consulted via email and may instead invite students to meet in person during consultation hours to discuss complex questions, solutions to tutorial questions, past exam questions, etc.

3. Learning and Teaching Activities

Approach to Learning and Teaching in the Course

The approach to learning and teaching in this course is premised on the fact that active student involvement in the course will facilitate understanding and deep learning of the course materials. The accompanying tutorial program to this course facilitates this outcome together with the opportunities that will arise from time to time in the lectures. Consequently, students are expected to understand rather than memorise and to apply, rather than regurgitate.

In order to obtain the potential benefit from the course and to succeed in all aspects of course assessment, students are required to follow the points below:

  1. Read the prescribed materials and view the lecture overview video (at Moodle) before each lecture. This will make the material easier to follow and comprehend.
  2. Download the lecture slides (available from Moodle) before lectures. It is essential to supplement it with notes taken from the lecture. It is important to remember that the lecture slides are not designed to be comprehensive and serve as a substitute for lectures.
  3. Actively participate in class (lectures and tutorials): answer questions and ask your own.
  4. Attend classes on time (important announcements are usually made prior to the delivery of lectures).
  5. Attempt all the revision questions (in tutorial program) for self-evaluation.
  6. Make an appointment to consult with the ecturer(s) during their consultation hours if further clarification regarding the course content is required.

Learning Activities and Teaching Strategies

The teaching strategies in this course adopt a combination of weekly lectures and tutorials (synchronous delivery) designed to allow the delivery of a body of material and the opportunity thereafter to discuss and contextualise the material. This is done with real life examples to aid student understanding. The teaching strategies adopted aim to encourage critical thinking, and deep and positive learning. The course is also designed to cater for the learning needs of a diverse range of students. It incorporates self-review questions, found in the tutorial program, to facilitate your own assessment of your progress in understanding the course materials.

The tutorial program for this course serves several useful and practical purposes. It is designed to help consolidate, interpret and apply the lecture material. Students are taught to learn by understanding and application, not memorisation and regurgitation. Solutions to tutorial questions are not provided to ensure that students participate actively in class to confirm their understanding, learn from their mistakes and receive feedback on the correct approach to the questions. Students are advised to consult with the lecturer or tutor during their consultation hours if further clarification regarding the tutorial questions is needed.

Additionally, the tutorial program and assessment is also designed to allow students to develop the skills (both verbal and written) necessary to analyse problems which may arise in practice. The tutorial program is designed to allow each student to reach the goal of being able to apply theory, knowledge and problem solving technique to factual situations that may arise in company law. It is essential that students learn to select the important issues in such factual situations and that they be able to advance, in discussion, a carefully analysed solution aimed at resolution of the factual situation based on both relevant legislation and case law.

This course assumes you have studied TABL1710 (or TABL 2710) Business and the Law or an equivalent course. If you need to refresh your memory and re-familiarise yourself with the general principles of Australian law, you should read a short introductory book such as Carvan, Understanding the Australian Legal System, latest edition (Law Book Co), or Chisholm and Nettheim, Understanding Law, latest edition (Butterworths).

Reading cases is the best way to gain an understanding of:

  • how common law and equity apply (ie Judge made law, based on previous decisions)
  • how judges interpret the provisions of statutes.

5. Course Resources

​The textbooks for this course are:

  • Hargovan A, Adams M and Brown C, Australian Corporate Law, 7th Edition (2021) LexisNexis/Butterworths
    • Note that there are valuable supplementary learning resources accompanying this book, such as quizzes with solutions, available online and accessible by publisher bar-code.
  • Hargovan, A Corporations Law – LexisNexis Case Summaries, 2st ed (2021) LexisNexis/Butterworths
  • Australian Corporations Legislation, 2021, LexisNexis/Butterworths [student edition] Note: Students are strongly advised to use the latest edition of prescribed materials to ensure accuracy. Due to a continuous process of law reform and judicial pronouncements in a rapidly changing corporate environment, it is unadvisable to use previous editions of the prescribed materials. If you do so, you undertake a large risk which may have an adverse impact on performance in the variety of assessments for this course.

General corporations law texts and/or casebooks

  • Baxt, Fletcher & Fridman, Corporations and Associations – Cases and Materials, 10th ed., 2008, LexisNexis/Butterworths
  • Ford, Austin & Ramsay, Principles of Corporations Law, 17th ed., 2018, LexisNexis/Butterworths
  • Hanrahan, Ramsay, Stapledon, Commercial Applications of Company Law, 21th ed., 2020, Oxford University Press
  • Hargovan, Corporations Law, LexisNexis Study Guide, 4th ed, 2020, LexisNexis/Butterworths
  • Harris, Corporations Law, Questions and Answers, 4th ed, 2013, LexisNexis/Butterworths
  • Lipton, Hertzberg & Welsh, Understanding Company Law, 20th ed., 2019, Thomson Reuters
  • Redmond, Corporations and Financial Markets Law, 7th ed., 2017, Thomson Reuters

Professional references

  • Butterworths, Australian Corporation Law Principles and Practice (loose-leaf volumes available online)
  • CCH, Australian Corporate News (loose-leaf 1 Volume available online).
  • Butterworths, Australian Corporation Law Bulletin (loose-leaf 1 Volume available online)

Specific topic reference texts [for selected topics only]

  • Austin, Ford & Ramsay, Company Directors-Principles of Law and Corporate Governance, 2005, LexisNexis/Butterworths
  • Murray, & Harris, Keay's Insolvency: Personal and corporate law and practice, 10th edition, 2018, Thomson Reuters

Online Resources:

The website for this course is on Moodle at

Students are encouraged to check the course website at Moodle for announcements and the following resources designed to assist students with their study of this course:

  • course outline
  • assessment details (format of final exam; some past exam papers)
  • relevant lecture slides;
  • cases and articles;
  • useful links
Websites sources:

6. Course Evaluation & Development

Feedback is regularly sought from students and continual improvements are made based on this feedback. At the end of this course, you will be asked to complete the myExperience survey, which provides a key source of student evaluative feedback. Your input into this quality enhancement process is extremely valuable in assisting us to meet the needs of our students and provide an effective and enriching learning experience. The results of all surveys are carefully considered and do lead to action towards enhancing educational quality.

Changes made in the past, based on student feedback, include changes to the assessment regime by substituting the mid-session exam for a regime of continuous assessment which students view as being more beneficial in their learning and understanding of a large and complex body of company law. Due to the introduction of trimesters, the number of summative quizzes administered during the Term has been reduced from 3 quizzes to 2. The time to complete the quiz has been increased by an additional 5 minutes. These changes, based on student feedback, are aimed at making the workload and assessment regime more manageable for students.

7. Course Schedule

Note: for more information on the UNSW academic calendar and key dates including study period, exam, supplementary exam and result release, please visit:
Week Activity Topic Assessment/Other
Week 1: 15 FebruaryLecture

Legal Environment and Regulation of Companies

Week 2: 22 FebruaryLecture

Business Structures

Week 3: 1 MarchLecture

Legal Nature of a Company and Corporate Veil

Week 4: 8 MarchLecture

Internal Governance and Corporate Liability

Online Quiz 1 begins in this week.

Worth 10% of course assessment.

Week 5: 15 MarchLecture

Corporate Governance

Directors and Officers Duties and Liabilities

Week 6: 22 MarchReading Week

No lectures and tutorials

Week 7: 29 MarchLecture

Members Rights and Remedies

Monday 29 March - Assignment due by, or before, 6.00pm at Turnitin.

Week 8: 5 AprilLecture

Corporate Fundraising and Investor Protection

Week 9: 12 AprilLecture

Share Capital and Company Meetings

Online Quiz 2 beginning this week.

Worth 10% of course assessment.

Week 10: 19 AprilLecture

External Administration

8. Policies and Support

Information about UNSW Business School protocols, University policies, student responsibilities and education quality and support.

Program Learning Outcomes

The Business School places knowledge and capabilities at the core of its curriculum via seven Program Learning Outcomes (PLOs). These PLOs are systematically embedded and developed across the duration of all coursework programs in the Business School.

PLOs embody the knowledge, skills and capabilities that are taught, practised and assessed within each Business School program. They articulate what you should know and be able to do upon successful completion of your degree.

Upon graduation, you should have a high level of specialised business knowledge and capacity for responsible business thinking, underpinned by ethical professional practice. You should be able to harness, manage and communicate business information effectively and work collaboratively with others. You should be an experienced problem-solver and critical thinker, with a global perspective, cultural competence and the potential for innovative leadership.

All UNSW programs and courses are designed to assess the attainment of program and/or course level learning outcomes, as required by the UNSW Assessment Design Procedure. It is important that you become familiar with the Business School PLOs, as they constitute the framework which informs and shapes the components and assessments of the courses within your program of study.

PLO 1: Business knowledge

Students will make informed and effective selection and application of knowledge in a discipline or profession, in the contexts of local and global business.

PLO 2: Problem solving

Students will define and address business problems, and propose effective evidence-based solutions, through the application of rigorous analysis and critical thinking.

PLO 3: Business communication

Students will harness, manage and communicate business information effectively using multiple forms of communication across different channels.

PLO 4: Teamwork

Students will interact and collaborate effectively with others to achieve a common business purpose or fulfil a common business project, and reflect critically on the process and the outcomes.

PLO 5: Responsible business practice

Students will develop and be committed to responsible business thinking and approaches, which are underpinned by ethical professional practice and sustainability considerations.

PLO 6: Global and cultural competence

Students will be aware of business systems in the wider world and actively committed to recognise and respect the cultural norms, beliefs and values of others, and will apply this knowledge to interact, communicate and work effectively in diverse environments.

PLO 7: Leadership development

Students will develop the capacity to take initiative, encourage forward thinking and bring about innovation, while effectively influencing others to achieve desired results.

These PLOs relate to undergraduate and postgraduate coursework programs.  Separate PLOs for honours and postgraduate research programs are included under 'Related Documents'.

Business School course outlines provide detailed information for students on how the course learning outcomes, learning activities, and assessment/s contribute to the development of Program Learning Outcomes.



UNSW Graduate Capabilities

The Business School PLOs also incorporate UNSW graduate capabilities, a set of generic abilities and skills that all students are expected to achieve by graduation. These capabilities articulate the University’s institutional values, as well as future employer expectations.

UNSW Graduate CapabilitiesBusiness School PLOs
Scholars capable of independent and collaborative enquiry, rigorous in their analysis, critique and reflection, and able to innovate by applying their knowledge and skills to the solution of novel as well as routine problems.
  • PLO 1: Business knowledge
  • PLO 2: Problem solving
  • PLO 3: Business communication
  • PLO 4: Teamwork
  • PLO 7: Leadership development

Entrepreneurial leaders capable of initiating and embracing innovation and change, as well as engaging and enabling others to contribute to change
  • PLO 1: Business knowledge
  • PLO 2: Problem solving
  • PLO 3: Business communication
  • PLO 4: Teamwork
  • PLO 6: Global and cultural competence
  • PLO 7: Leadership development

Professionals capable of ethical, self-directed practice and independent lifelong learning
  • PLO 1: Business knowledge
  • PLO 2: Problem solving
  • PLO 3: Business communication
  • PLO 5: Responsible business practice

Global citizens who are culturally adept and capable of respecting diversity and acting in a socially just and responsible way.
  • PLO 1: Business knowledge
  • PLO 2: Problem solving
  • PLO 3: Business communication
  • PLO 4: Teamwork
  • PLO 5: Responsible business practice
  • PLO 6: Global and cultural competence

While our programs are designed to provide coverage of all PLOs and graduate capabilities, they also provide you with a great deal of choice and flexibility.  The Business School strongly advises you to choose a range of courses that assist your development against the seven PLOs and four graduate capabilities, and to keep a record of your achievements as part of your portfolio. You can use a portfolio as evidence in employment applications as well as a reference for work or further study. For support with selecting your courses contact the UNSW Business School Student Services team.

Academic Integrity and Plagiarism

Academic Integrity is honest and responsible scholarship. This form of ethical scholarship is highly valued at UNSW. Terms like Academic Integrity, misconduct, referencing, conventions, plagiarism, academic practices, citations and evidence based learning are all considered basic concepts that successful university students understand. Learning how to communicate original ideas, refer sources, work independently, and report results accurately and honestly are skills that you will be able to carry beyond your studies.

The definition of academic misconduct is broad. It covers practices such as cheating, copying and using another person’s work without appropriate acknowledgement. Incidents of academic misconduct may have serious consequences for students.


UNSW regards plagiarism as a form of academic misconduct. UNSW has very strict rules regarding plagiarism. Plagiarism at UNSW is using the words or ideas of others and passing them off as your own. All Schools in the Business School have a Student Ethics Officer who will investigate incidents of plagiarism and may result in a student’s name being placed on the Plagiarism and Student Misconduct Registers.

Below are examples of plagiarism including self-plagiarism:

Copying: Using the same or very similar words to the original text or idea without acknowledging the source or using quotation marks. This includes copying materials, ideas or concepts from a book, article, report or other written document, presentation, composition, artwork, design, drawing, circuitry, computer program or software, website, internet, other electronic resource, or another person's assignment, without appropriate acknowledgement of authorship.

Inappropriate Paraphrasing: Changing a few words and phrases while mostly retaining the original structure and/or progression of ideas of the original, and information without acknowledgement. This also applies in presentations where someone paraphrases another’s ideas or words without credit and to piecing together quotes and paraphrases into a new whole, without appropriate referencing.

Collusion: Presenting work as independent work when it has been produced in whole or part in collusion with other people. Collusion includes:

  • Students providing their work to another student before the due date, or for the purpose of them plagiarising at any time
  • Paying another person to perform an academic task and passing it off as your own
  • Stealing or acquiring another person’s academic work and copying it
  • Offering to complete another person’s work or seeking payment for completing academic work

Collusion should not be confused with academic collaboration (i.e., shared contribution towards a group task).

Inappropriate Citation: Citing sources which have not been read, without acknowledging the 'secondary' source from which knowledge of them has been obtained.

Self-Plagiarism: ‘Self-plagiarism’ occurs where an author republishes their own previously written work and presents it as new findings without referencing the earlier work, either in its entirety or partially. Self-plagiarism is also referred to as 'recycling', 'duplication', or 'multiple submissions of research findings' without disclosure. In the student context, self-plagiarism includes re-using parts of, or all of, a body of work that has already been submitted for assessment without proper citation.

To see if you understand plagiarism, do this short quiz:


The University also regards cheating as a form of academic misconduct. Cheating is knowingly submitting the work of others as their own and includes contract cheating (work produced by an external agent or third party that is submitted under the pretences of being a student’s original piece of work). Cheating is not acceptable at UNSW.

If you need to revise or clarify any terms associated with academic integrity you should explore the 'Working with Academic Integrity' self-paced lessons available at:

For UNSW policies, penalties, and information to help you avoid plagiarism see: as well as the guidelines in the online ELISE tutorials for all new UNSW students: For information on student conduct see:

For information on how to acknowledge your sources and reference correctly, see: If you are unsure what referencing style to use in this course, you should ask the lecturer in charge.

Student Responsibilities and Conduct

​Students are expected to be familiar with and adhere to university policies in relation to class attendance and general conduct and behaviour, including maintaining a safe, respectful environment; and to understand their obligations in relation to workload, assessment and keeping informed.

Information and policies on these topics can be found on the 'Managing your Program' website.


It is expected that you will spend at least ten to twelve hours per week studying for a course except for Summer Term courses which have a minimum weekly workload of twenty to twenty four hours. This time should be made up of reading, research, working on exercises and problems, online activities and attending classes. In periods where you need to complete assignments or prepare for examinations, the workload may be greater. Over-commitment has been a cause of failure for many students. You should take the required workload into account when planning how to balance study with employment and other activities.

We strongly encourage you to connect with your Moodle course websites in the first week of semester. Local and international research indicates that students who engage early and often with their course website are more likely to pass their course.

View more information on expected workload


Your regular and punctual attendance at lectures and seminars or in online learning activities is expected in this course. The Business School reserves the right to refuse final assessment to those students who attend less than 80% of scheduled classes where attendance and participation is required as part of the learning process (e.g., tutorials, flipped classroom sessions, seminars, labs, etc.).

View more information on attendance

General Conduct and Behaviour

You are expected to conduct yourself with consideration and respect for the needs of your fellow students and teaching staff. Conduct which unduly disrupts or interferes with a class, such as ringing or talking on mobile phones, is not acceptable and students may be asked to leave the class.

View more information on student conduct

Health and Safety

UNSW Policy requires each person to work safely and responsibly, in order to avoid personal injury and to protect the safety of others.

View more information on Health and Safety

Keeping Informed

You should take note of all announcements made in lectures, tutorials or on the course web site. From time to time, the University will send important announcements to your university e-mail address without providing you with a paper copy. You will be deemed to have received this information. It is also your responsibility to keep the University informed of all changes to your contact details.

Student Support and Resources

The University and the Business School provide a wide range of support services and resources for students, including:

Business School Learning Support Tools
Business School provides support a wide range of free resources and services to help students in-class and out-of-class, as well as online. These include:

  • Academic Communication Essentials – A range of academic communication workshops, modules and resources to assist you in developing your academic communication skills.
  • Learning consultations – Meet learning consultants who have expertise in business studies, literacy, numeracy and statistics, writing, referencing, and researching at university level.
  • PASS classes – Study sessions facilitated by students who have previously and successfully completed the course.
  • Textbook access scheme – To support the inclusion and success of students from equity groups enrolled at UNSW Sydney in first year undergraduate Business programs.

The Nucleus - Business School Student Services team
The Nucleus Student Services team provides advice and direction on all aspects of enrolment and graduation. Level 2, Main Library, Kensington 02 8936 7005 /

Business School Equity, Diversity and Inclusion
The Business School Equity, Diversity and Inclusion Committee strives to ensure that every student is empowered to have equal access to education. The Business School provides a vibrant, safe, and equitable environment for education, research, and engagement that embraces diversity and treats all people with dignity and respect.

UNSW Learning & Careers Hub
The UNSW Learning & Careers Hub provides academic skills and careers support services—including workshops, individual consultations and a range of online resources—for all UNSW students. See their website for details.
Lower Ground Floor, North Wing Chancellery Building.
02 9385 2060

Student Support Advisors
Student Support Advisors work with all students to promote the development of skills needed to succeed at university, whilst also providing personal support throughout the process.
John Goodsell Building, Ground Floor.
02 9385 4734

International Student Support
The International Student Experience Unit (ISEU) is the first point of contact for international students. ISEU staff are always here to help with personalised advice and information about all aspects of university life and life in Australia.
Advisors can support you with your student visa, health and wellbeing, making friends, accommodation and academic performance.
02 9385 4734

Equitable Learning Services
Equitable Learning Services (formerly Disability Support Services) is a free and confidential service that provides practical support to ensure that your health condition doesn't adversely affect your studies. Register with the service to receive educational adjustments.
Ground Floor, John Goodsell Building.
02 9385 4734

UNSW Counselling and Psychological Services
Provides support and services if you need help with your personal life, getting your academic life back on track or just want to know how to stay safe, including free, confidential counselling.
Level 2, East Wing, Quadrangle Building.
02 9385 5418

Library services and facilities for students
The UNSW Library offers a range of collections, services and facilities both on-campus and online.
Main Library, F21.
02 9065 9444

Moodle eLearning Support
Moodle is the University’s learning management system. You should ensure that you log into Moodle regularly.
02 9385 3331

UNSW IT provides support and services for students such as password access, email services, wireless services and technical support.
UNSW Library Annexe (Ground floor).
02 9385 1333