Corporations Act 2001
Sections and provisions with full text and the judgments that cite each one.
Section 1 — What registration means
1.1 Separate legal entity that has its own powers As far as the law is concerned, a company has a separate legal existence that is distinct from that of its owners, managers, operators, employees and…
Section 2 — The company structure for small business
2.1 Proprietary company for small business Generally, a proprietary company limited by shares is the most suitable company for use by small business. Such a proprietary company must have a least 1…
Section 3 — Setting up a new company
The operators of small businesses can either buy “shelf” companies or set up new companies themselves. 3.1 “Shelf” companies The operator of a small business may find it more convenient to buy a…
Section 4 — Referring States
Reference of matters by State Parliament to Commonwealth Parliament (1) A State is a referring State if the Parliament of the State has referred the matters covered by subsections (4) and (5) to the…
Section 5 — Company directors and company secretaries
5.1 Who can be a director Only an individual who is at least 18 years old can be a director. If a company has only 1 director, they must ordinarily reside in Australia. If a company has more than 1…
Section 5A — Application to the Crown
(1) To avoid doubt, a reference in this section to the Crown in a particular right includes a reference to an instrumentality or agency (whether a body corporate or not) of the Crown in that right.…
Section 5B — ASIC has general administration of this Act
Subject to the ASIC Act, ASIC has the general administration of this Act.
Section 5D — Coverage of Part
(1) This Part applies only to laws of a State or Territory that is in this jurisdiction. (2) This Part applies only to the following Corporations legislation: (a) this Act (including the regulations…
Section 5E — Concurrent operation intended
(1) The Corporations legislation is not intended to exclude or limit the concurrent operation of any law of a State or Territory. (2) Without limiting subsection (1), the Corporations legislation is…
Section 5F — Corporations legislation does not apply to matters declared by State or Territory law to be an excluded matter
(1) Subsection (2) applies if a provision of a law of a State or Territory declares a matter to be an excluded matter for the purposes of this section in relation to: (a) the whole of the…
Section 5G — Avoiding direct inconsistency arising between the Corporations legislation and State and Territory laws
Section overrides other provisions of the Corporations legislation (1) This section has effect despite anything else in the Corporations legislation. Section does not deal with provisions capable of…
Section 5H — Registration of body as company on basis of State or Territory law
(1) A body is taken to be registered under this Act as a company of a particular type under section 118 if a law of a State or Territory in this jurisdiction: (a) provides that the body is a deemed…
Section 5I — Regulations may modify operation of the Corporations legislation to deal with interaction between that legislation and State and Territory laws
(1) The regulations may modify the operation of the Corporations legislation so that: (a) provisions of the Corporations legislation do not apply to a matter that is dealt with by a law of a State or…
Section 5J — Simplified outline of this Part
This Part sets out the main interpretative provisions for this Act. Particular provisions of this Act may have different or additional interpretative provisions. Terms may be defined only for a…
Section 6 — Shares and shareholders
A proprietary company limited by shares must have a share capital and at least 1 shareholder. ASIC may apply to a Court to have a company wound up if it does not have any shareholders. [sections…
Section 7 — Identifying defined terms
(1) The Dictionary in section 9 includes a definition for each term that is defined in this Act, except: (a) a term that is defined for the purposes of a single section or part of a single section;…
Section 8 — Funding the company’s operations
The shareholders may fund the company’s operations by lending money to the company or by taking up other shares in the company. Except if it is raising funds from its own employees or shareholders or…
Section 9 — Dictionary
In this Act: 2-part simple corporate bonds prospectus has the meaning given by section 713B. AASB means the Australian Accounting Standards Board. able to be traded on a market: (a) includes (but is…
Section 9A — Meaning of rights issue
(1) A rights issue is an offer of a body’s securities for issue in respect of which the following conditions are met: (a) the securities being offered for issue are in a particular class; (b) either:…
Section 9AA — Certain family relationships
For the purposes of this Act, relationships (including the relationship of being family) are taken to include: (a) relationships between de facto partners (within the meaning of the Acts…
Section 9AB — Meaning of asset
(1) An asset (except in relation to a sub-fund of a CCIV) is property, or a right, of any kind, and includes: (a) any legal or equitable estate or interest (whether present or future, vested or…
Section 9B — Meaning of remuneration recommendation
(1) A remuneration recommendation is: (a) a recommendation about either or both of the following: (i) how much the remuneration should be; (ii) what elements the remuneration should have; for one or…
Section 9AC — Meaning of director
(1) A director of a company or other body is: (a) a person who: (i) is appointed to the position of a director; or (ii) is appointed to the position of an alternate director and is acting in that…
Section 9AD — Meaning of officer
(1) An officer of a corporation (other than a CCIV) is: (a) a director or secretary of the corporation; or (b) a person: (i) who makes, or participates in making, decisions that affect the whole, or…
Section 9D — Meaning of declared financial market
(1) A declared financial market is a financial market declared under subsection (2). (2) ASIC may, by legislative instrument, declare a specified financial market for the purposes of subsection (1).…
Section 10 — Annual financial reports and audit
10.1 The small/large distinction The accounting requirements imposed on a proprietary company under the Corporations Act depend on whether the company is classified as small or large. A company’s…
Section 11 — Transferring financial institution under external administration
Background (1) Clause 11 of the transfer provisions provided that if, immediately before the transfer date, provisions of Chapter 5 of the Corporations Law of a State or Territory applied to: (a) a…
Section 12 — References in Chapters 6 to 6C, and other references relating to voting power and takeovers etc.
(1) Subject to subsection 16(1), but despite anything else in this Part, this section applies for the purposes of interpreting a reference to an associate (the associate reference), in relation to a…
Section 13 — Institution that became a company limited by guarantee
Background (1) Clause 13 of the transfer provisions applied to a transferring financial institution of a State or Territory if the institution was taken to be registered as a company limited by…
Section 14 — Institution becoming a company limited by shares and guarantee
Background (1) Clause 14 of the transfer provisions applied to a transferring financial institution of a State or Territory if the institution was taken to be registered as a company limited by…
Section 15 — Redeemable preference shares that were withdrawable shares
(1) This Act applies to a redeemable preference share that was a withdrawable share of a transferring financial institution of a State or Territory immediately before the transfer date, except that:…
Section 16 — Exclusions
(1) A person is not an associate of another person by virtue of section 12 or subsection 15(1), or by virtue of subsection 15(2) as it applies in relation to section 12 or subsection 15(1), merely…
Section 17 — Share capital
Background (transfer of certain amounts to share capital) (1) On registration of a transferring financial institution of a State or Territory as a company under clause 3 of the transfer provisions:…
Section 18 — Application of no par value rule
(1) Section 254C applies to shares issued by a transferring financial institution of a State or Territory before the transfer date as well as shares issued on and after that. (2) In relation to a…
Section 19 — Calls on partly-paid shares
The liability of a shareholder for calls in respect of money unpaid on shares issued before the transfer date by a transferring financial institution of a State or Territory (whether on account of…
Section 20 — References in contracts and other documents to par value
(1) This clause applies for the purpose of interpreting and applying the following after the commencement of this Act: (a) a contract entered into by a transferring financial institution of a State…
Section 21 — Carrying on business in Australia or a State or Territory
(1) A body corporate that has a place of business in Australia, or in a State or Territory, carries on business in Australia, or in that State or Territory, as the case may be. (2) A reference to a…
Section 25 — ASIC may direct directors of a company to modify its constitution
(1) If a company registered under clause 3 of the transition provisions has not modified its constitution so that it complies with subclause 24(1) of the transition provisions by the end of the…
Section 27 — When certain modifications of a company’s constitution under an exemption or declaration take effect
(1) If the constitution of a company registered under clause 3 of the transition provisions was modified under an exemption or declaration made under clause 26 of the transition provisions, and that…
Section 29 — Disclosure for proposed demutualisation
(1) If: (a) a modification of the constitution of an unlisted company registered under clause 3 of the transfer provisions is proposed; and (b) the unlisted company is a mutual entity; and (c) the…
Section 30 — ASIC’s exemption power
(1) If ASIC is satisfied that a company is not a mutual entity, it may exempt the company from this Part. (6) The exemption must be in writing and ASIC must publish notice of it in the Gazette.
Section 31 — Coverage of disclosure statement
The disclosure statement must give all the information that members would reasonably require and expect to be given to make an informed decision about the proposed modification.
Section 32 — Registration of disclosure statement
(1) ASIC must register the disclosure statement if satisfied that the statement adequately sets out or explains the following (if relevant): (a) the variation or cancellation of members’ rights; (b)…
Section 33 — Expert’s report
(1) If the company obtains 2 or more reports each of which could be used for the purposes of paragraph 29(4)(c), a copy of each report must: (a) be lodged with ASIC; and (b) be given to each member…
Section 34 — Unconscionable conduct in relation to demutualisations
(1) A person must not engage in: (a) conduct that is, in all the circumstances, unconscionable; or (b) conduct that is misleading or deceptive or is likely to mislead or deceive; in relation to: (c)…
Section 35 — Orders the Court may make
(1) Without limiting the Court’s powers under Part 9.5, if the Court is satisfied that a person has engaged in conduct constituting a contravention of subclause 34(1), the Court may make 1 or more of…
Section 36 — Friendly Societies Code to apply to offers of interests in benefit funds
(1) The following apply as a law of the Commonwealth as from the transfer date: (a) Divisions 2 and 3 of Part 4B of the Friendly Societies Code; (b) Division 2 of Part 1, and Division 1 of Part 4B,…
Section 37 — Unclaimed money
(1) On and from the transfer date, section 414 applies to a sum or other property that, immediately before the transfer date, is covered by section 414 as applied by: (a) section 337 of the Financial…
Section 38 — Modification by regulations
(1) The regulations may modify the operation of this Act (including the provisions applied by clause 36) in relation to: (a) a company registered under clause 3; or (b) a company that is permitted to…
Section 39 — Regulations may deal with transitional, saving or application matters
(1) The regulations may deal with matters of a transitional, saving or application nature relating to: (a) the transfer of the registration of transferring financial institutions to this Act; or (b)…