Governance NZ

Corporate Law


This subject has been designed to achieve the following aim: to provide a thorough understanding of the sources of legal frameworks relevant to corporate law and the key specific provisions and sections of corporate law, across the various structures, management and performance of business entities

Learning Outcome One

  • The legislative and market framework
  • Sources of corporate law
  • Company law elements in the role of the governance professional

Learning Outcome Two

  • Types of corporate entities including associations and not-for-profit charities
  • Partnerships, joint-ventures, sole traders
  • Promoters and pre-incorporation contracts

Learning Outcome Three

Nature of the company structure

  • Fundamental characteristics of the company
  • Formation and registration
    • Procedures/documents
    • Company name
    • Certificate of incorporation
    • Role of Registrar

Learning Outcome Four

Separate legal personality

  • Separate legal personality
  • The veil of incorporation
  • Lifting the veil of incorporation

Learning Outcome Five

Structural and legal issues involving companies

  • The company constitution; shareholder agreements
  • Director appointment, duties and liabilities
  • Shareholders and shares
  • Equity and debt capital
  • Raising capital from the public
  • Overview of companies in financial trouble, administration, receivership and liquidations