TABL5541 Corporations and Business Associations Law - 2020

Term 3
6 Units of Credit
Taxation & Business Law
This course outline is for the 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 that apply to companies and business structures and to further develop and practise skills important to business, such as team and individual problem solving, and oral presentation skills.

Emphasis will be placed on areas dealing with the legal effects of incorporation. This includes corporate liability, the raising and maintaining of capital, the responsibility for company management, the commercial conduct of a company, the protection of shareholders and the alternatives that are available for companies that find themselves in financial distress.

Other forms of business structures will be referred to in the context of business regulation. There will be consideration of the comparative utility of these alternative business structures with emphasis on their suitability for property ownership, the nature of their title to assets and their suitability for the conduct of commercial operations.

There will also be consideration of the remedies that can be sought, in respect of companies and other business entities that may have failed, or alternatively where their officers may have breached their legal obligations. Consideration will also be given to determining who has the right to initiate actions to achieve these remedies.

All the course materials are based upon contemporary commercial and legal developments, and these materials are designed to illustrate the practical relevance of the topics studied.

As this is an accredited course for the purposes of Australian accounting professional qualifications, the course concentrates on Australian law. However, one module will examine basic comparisons between Australian and mainland Chinese law.

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

The aim of the course is to provide a sound understanding of the availability of business structures in the business world, as well as providing an understanding as to how these structures are created, operated and regulated. This course builds on the basic principles of Australian business law taught in TABL5511/TABL5512.

This is the main company law course offered by the UNSW School of Taxation and Business Law (TABL). CPA Australia and the Institute of Chartered Accountants Australia and New Zealand (CAANZ) have accepted UNSW as an approved tertiary institution for the purposes of membership qualifications.

The School offers other courses that build upon the knowledge gained in this course. If you are interested in these other courses you should speak to your lecturer or contact the School office on

2. Staff Contact Details

Position Title Name Email Location Phone Consultation Times
Lecturer-in-charge    John AngelesOnline webconferencing
By appointment/in tutorial
TutorDrWinifred Murray
In tutorial

Communication with staff

Students may contact staff by email using their official university email address. All administrative enquiries should be directed to the Lecturer-in-Charge.

All staff welcome questions regarding course content. Specific (non-personal) enquiries should be directed via a Moodle forum. All relevant enquiries are to be posted on that forum so that all students may have the benefit of the answer. If a student sends an email to the Lecturer-in-Charge or other academic staff that should have been posted on the forum, the staff member may post that email onto the forum and answer it via that forum.

When you contact staff by email please:

  • Use your university email address
  • Specify the course TABL5541 as your lecturer may be teaching more than one course.
  • Use the correct mode of address for the relevant academic staff member: FORMAL - 'Dear Mr Angeles' or 'Dear Dr Murray'. INFORMAL - 'Dear John' or 'Dear Winnie'.
  • Sign off by using your name and zID.

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 sound learning of the course materials. Consequently, students are expected to understand course materials and to apply this understanding in problem solving. Simply memorising and regurgitating the materials is not sufficient.

To obtain benefits from, and succeed in, the course, students should:

  1. Read the prescribed materials and view the prescribed videos before lectures and tutorials. Your written response to the readings is assessable and will make the material presented in web lectures easier to understand. It is also essential for the web tutorials, as they require you to apply the prescribed material and material presented in lectures to the tutorial problems.
  2. Download the web lecture slides. These are made available on UNSW Moodle before web lectures. Supplement these with your own notes. The web lecture slides are not designed to be comprehensive, and they do not serve as a substitute for the web lectures, web tutorials or prescribed readings.
  3. Actively participate in web lectures and web tutorials. Tutorial participation is assessable in this course (an option will be provided for asynchronous participation). Review the Tutorial Guide and answer questions set for revision or raised during the class and be prepared to ask your own questions.
  4. Attend classes on time or review recordings asap after the class time.
  5. Teaching academics welcome questions. Ask a question during class or make an appointment to speak to your teacher during their consultation hours, if further clarification regarding the course content is required.

Required knowledge

This course assumes you have studied Legal Foundations of Business (TABL5511) or Legal Foundations for Accountants (TABL5512) or an equivalent course. If you have not done so, you must make an appointment to see the Lecturer-in-Charge before you begin the course.

If you need to refresh your memory and re-familiarise yourself with the general principles of Australian Law you should read the latest edition of an introductory legal textbook such as the latest editions of Carvan, Understanding the Legal System (Thomson Reuters) or Latimer, Australian Business Law (OUP).

Learning Activities and Teaching Strategies

The learning activity and teaching strategy adopted in this course is a combination of:

  1. web lectures which cover basic concepts and provide real-life case examples (all lectures will be made available online both synchronously and asynchronously);
  2. prescribed readings which cover these concepts in more detail and provide additional real-life case examples;
  3. web tutorials which allow students to apply the concepts in the lectures and prescribed readings to problem questions (all tutorials will be made available online both synchronously and asynchronously); and
  4. an online self-study component.

The teaching strategies aim to encourage advanced critical thinking, problem solving, oral and written communication skills, and teamwork, consistent with a postgraduate course. The online self-study component aims to consolidate the skills learnt, and promote independence in furthering a student's own learning. This will help lay a foundation for students' lifelong learning.

5. Course Resources

The website for this course is on Moodle.

Prescribed textbooks and legislation:

  • Chapple, Ellie (ed) Alex Wong, Richard Baumfield, Richard Copp, Robert Cunningham, Akshaya Kamalnath, Dr Katie Watson, Paul Harpur (authors). Company Law: An Interactive Approach, 2nd Edition, Wiley, 2020. The library has an online copy of this text. However, the subscription allows for only 3 people to access the full book at any one time. It also provides for a download of a limited part of the book, of the student's choice. Therefore, it will not be suitable to access for the exam. In accordance with copyright laws, a pdf copy of Chapter 1 will be made available on Moodle that will be accessible (and downloadable to everyone in the course).
  • Wang, Jiangyu, Company law in China: regulation of business organizations in a socialist market economy , 2014, Edward Elgar (Chapters 1 and 2 only). The library has an online copy of this text. However, the subscription allows for only 9 people to access the full book at any one time. However, you may download as a PDF up to 163 pages - which you can read offline at any time without any limits on other readers. Therefore, you should download Chapters 1 and 2 (which is less than 163 pages) sooner rather than later so you are not blocked from reading it at your convenience.
  • Australian Corporations Legislation 2020, LexisNexis Butterworths or Thomson Reuters (Corps Act). Versions older versions than 2019 are not recommended as important provisions on insolvent trading were amended in 2018. Up-to-date versions of the legislation can be found on Austlii or comlaw.

Highly recommended

  • Harris J, Hargovan A and Adams M, Australian Corporate Law, LexisNexis Butterworths 6th Edition 2018.
  • Harris, J, Corporations Law Questions & Answers, 2013, 4th edition, LexisNexis Butterworths
  • Hargovan, A. Corporations Law Case Summaries, 2015, LexisNexis Butterworths
  • Crosling, G & Murphy, H, How to Study Business Law, 2009, 4th edition, LexisNexis Butterworths

Additional resources

For students whose first language is Mandarin, then Li and Riley, Applied Corporate Law: A Bilingual Approach (LexisNexis Butterworths) and Wang, KH, The International Student Guide to Business Law (Thomson Reuters) may be helpful. (Note these texts may be out-of-date regarding recent corporate law developments but may still be useful in assisting in the interpretation of concepts.)

Additional resources are provided on Moodle.

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.

​In this course, we often conduct online anonymous surveys during the term to assess how the course is going. This course has been significantly redesigned to take into account previous feedback in the course: for example, we have introduced small group tutorials to assist in developing problem-solving, critical thinking and oral presentation skills.

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: 14 SeptemberLecture and tutorial

Business Structures Part I

  • Overview
  • Sole traders
  • Partnerships

See Assessment Schedule

Week 2: 21 SeptemberLecture and tutorial

Business Structures Part II

  • Trusts
  • Different types of companies
  • Factors influencing choice of business structures
  • Brief introduction to the role of a director

See Assessment Schedule

Week 3: 28 SeptemberLecture and tutorial

Sources of company law, the regulator and the nature of a company

  • Sources of company law
  • Role of ASIC
  • Incorporation and its legal effects/lifting the corporate veil

See Assessment Schedule

Week 4: 6 OctoberLecture and tutorial

Corporate constitution and replaceable rules

Membership and meetings


See Assessment Schedule

Week 5: 12 OctoberLecture and tutorial


Share capital

See Assessment Schedule

Week 6: 19 OctoberFlexibility week

No classes.


As designated in Assessment Schedule.


Week 7: 26 OctoberLecture and tutorial

Directors' duties Part I

  • Corporate governance and definitions
  • Duty of care and diligence
  • Duty to avoid insolvent trading

See Assessment Schedule

Week 8: 2 NovemberLecture and tutorial

Directors' duties Part II

  • Fiduciary duties: good faith in best interests of company, proper purpose, conflict of interest

Rights and remedies of shareholders

See Assessment Schedule

Week 9: 9 NovemberLecture and tutorial

Contractual liability of companies

External administration Part I

  • Receivership
  • Voluntary administration
  • Schemes of arrangement

See Assessment Schedule

Week 10: 16 NovemberLecture and tutorial

External administration Part II

  • Liquidation

See Assessment Schedule

Online from Week 2/Week 3: Online self-study module

Comparative business structures: Australia and China

Final written problem due as announced in Assessment Schedule

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 Centre.

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 EQS Consultation Program
The Consultation Program offers academic writing, literacy and numeracy consultations, study skills, exam preparation for Business students. Services include workshops, online resources, individual and group consultations. 
Level 1, Room 1035, Quadrangle Building.
02 9385 4508

Communication Resources
The Business School Communication and Academic Support programs provide online modules, communication workshops and additional online resources to assist you in developing your academic writing.

Business School Student Centre
The Business School Student Centre provides advice and direction on all aspects of admission, enrolment and graduation.
Level 1, Room 1028 in the Quadrangle Building
02 9385 3189

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 9385 2650

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

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