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Principles of Company Law (BLAW20001)
Undergraduate level 2Points: 12.5On Campus (Parkville)
About this subject
Contact information
Semester 1
Teaching staff:
Julian Panetta (Subject Coordinator)
For undergraduate student enquiries, contact us
Overview
| Availability | Semester 1 - On Campus |
|---|---|
| Fees | Look up fees |
Companies are everywhere—and most of us interact with them every day, often without even realising it. With more than 2.8 million active companies in Australia, they play a huge role in shaping our daily lives.
From the public transport that gets you to University, to your mobile phone provider, your go-to coffee spot, and even the social media apps on your phone—most likely, companies are behind them all. They’re the engines of modern life, quietly powering the world around us.
But here’s the twist: in the eyes of the law, companies aren’t just organisations—they’re people… sort of. Legally, they’re artificial legal persons, meaning they can enter into contracts, sue and be sued, own property, and carry legal responsibilities, just like you and me. And the people behind these companies—directors, shareholders, executives—are bound by a complex web of duties and obligations.
When directors fail to meet these duties, the consequences can be severe. Breaches may result in disqualification, financial penalties, and in some cases, even criminal prosecution and imprisonment.
In this subject, you’ll explore the legal rules that govern Australian companies: how they’re formed, structured, managed, financed, and eventually brought to an end. You’ll also understand the rights and responsibilities of those who control companies—and how the law tries to keep corporate power in check.
Whether you’re heading into legal practice, business, or any field where companies play a role, this subject offers essential knowledge that will equip you for the realities of the professional world. It’s particularly valuable for students preparing to enter the legal profession, where a sound understanding of corporate structures and accountability is indispensable.
Indicative list of principal topics:
- the incorporation process and its consequences;
- the regulation on company shareholders and directors and their effects on those who deal with companies;
- the internal composition of companies i.e., who are the people behind the corporate entity (such as shareholders, directors, secretaries);
- how companies can enter into contracts with outsiders and what the outsiders can assume when dealing with company participants;
- the duties and liabilities of company directors and other offers and what consequences they face under law if they do the wrong thing;
- The actions and remedies you can take against a company if you have been wronged or harmed by the company or its participants.
This subject is designed to assist and add valuable knowledge to students from all faculties.
Intended learning outcomes
Upon successful completion of this subject, students should be able to:
- Describe the legal nature of companies as separate entities and explain the concept of corporate personality
- Outline and apply the legal rules governing the formation, structure, and internal governance of companies in Australia.
- Explain the roles, rights, and responsibilities of directors, shareholders, and company officers under statute and common law.
- Discuss the key legal duties of directors and how these duties are enforced in practice
- Apply company law principles to simple factual scenarios involving director conduct, member rights, or governance issues
- Identify the legal consequences of corporate misconduct or failure, including penalties, disqualification, and insolvency processes
Generic skills
- Legal reasoning and problem-solving – Ability to interpret legislation and case law, and apply core principles to factual scenarios.
- Communication – Develop clarity and structure in written work and in-class discussion of legal issues.
- Collaboration – Build skills in group discussion, respectful debate, and shared learning through tutorials.
- Ethical awareness – Recognise the responsibilities and challenges faced by company officers and legal professionals.
Last updated: 15 January 2026