Section 112 — Corporations Act 2001: Types of companies

Types of companies (1) The following types of companies can be registered under this Act: Proprietary companies Limited by shares Unlimited with share capital Public companies Limited by shares Limited by guarantee Unlimited with share capital No liability company Corporate collective investment vehicles Limited by shares Note 1: Other types of companies that were previously allowed continue to exist under the Part 10.1 transitionals. Note 2: For corporate collective investment vehicles, see Chapter 8B. No liability companies (2) A company may be registered as a no liability company only if: (a) the company has a share capital; and (b) the company’s constitution states that its sole objects are mining purposes; and (c) the company has no contractual right under its constitution to recover calls made on its shares from a shareholder who fails to pay them. Note 1: Section 9 defines mining purposes and minerals. Note 2: Special provisions on no liability companies are found in the provisions referred to in the following table: No liability company provisions item topic provisions 1 names 148, 156, 162 2 terms of issue of shares 254B 3 liability on partly-paid shares 254M 4 calls 254P-254R 5 winding up 477-478, 483, 514 6 registering a body as a company 601BA 7 transitional the Part 10.1 transitionals (3) A no liability company must not engage in activities that are outside its mining purposes objects. (4) The directors of a no liability company must not: (a) let the whole or proportion of a mine or claim on tribute; or (b) make any contract for working any land on tribute; unless: (c) the letting or contract is approved by a special resolution; or (d) no such letting or contract has been made within the period of 2 years immediately preceding the proposed letting or contract. (5) An act or transaction is not invalid merely because of a contravention of subsection (3) or (4).