(i)Could Sam have decided to incorporate a No Liability Company through which to conduct his business?  Include in your answer a discussion of the nature of a No Liability Company and the advantages and disadvantages associated with it. On the assumption that it is possible to incorporate a No Liability Company, what steps are required to convert Sampson Pty Ltd to a No Liability Company?

(ii)Discuss the implications if the directors of Sampson Pty Ltd sign a contract to develop commercial properties.

[4 Marks]

(iii) Can Bill successfully challenge the company if he is removed as the company’s solicitor? Would your answer differ if Bill was a shareholder of Sampson Pty Ltd? 

[4 Marks]

(iv) If Bill is removed as the company’s solicitor and Lisa is unhappy about this, can Lisa challenge the company in court?

[3 Marks]

(v) In June, Sampson Pty Ltd received an invoice from James for the purchase of the software package in February.  Sampson Pty Ltd refused to pay the invoice.  James demanded that Sam’s accountant pay him the $15,000 owed to him for the software package.  Advise Sam’s accountant on whether he has any liability in relation to the payment of the software package.

[6 Marks]

(vi) In October, whilst working late at night, Sam injured himself and is now unable to work as a carpenter. The company is unable to pay all of its creditors and is forced into winding up. The liquidator claims that Sam is personally liable to the company as he sold the business to it at an inflated price.   Advise Sam of any liability arising from his sale of the business to the company. 

[7 Marks]

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