Corporations Act 2001
Sections and provisions with full text and the judgments that cite each one.
Section 250E — How many votes a member has (replaceable rule—see section 135)
Company with share capital (1) Subject to any rights or restrictions attached to any class of shares, at a meeting of members of a company with a share capital: (a) on a show of hands, each member…
Section 250F — Jointly held shares (replaceable rule—see section 135)
If a share is held jointly and more than 1 member votes in respect of that share, only the vote of the member whose name appears first in the register of members counts.
Section 250G — Objections to right to vote (replaceable rule—see section 135)
A challenge to a right to vote at a meeting of a company’s members: (a) may only be made at the meeting; and (b) must be determined by the chair, whose decision is final.
Section 250H — Votes need not all be cast in the same way
On a poll a person voting who is entitled to 2 or more votes: (a) need not cast all their votes; and (b) may cast their votes in different ways. Note: For proxy appointments that specify the way the…
Section 250J — How voting is carried out (replaceable rule—see section 135)
(1) A resolution put to the vote at a meeting of a company’s members may be decided on a show of hands unless a poll is demanded. Note: For listed companies, certain resolutions must be decided on a…
Section 250K — Matters on which a poll may be demanded
(1) A poll may be demanded on any resolution. (2) If a company has a constitution, the constitution may provide that a poll cannot be demanded on any resolution concerning: (a) the election of the…
Section 250L — When a poll is effectively demanded
(1) At a meeting of a company’s members, a poll may be demanded by: (a) at least 5 members entitled to vote on the resolution; or (b) members with at least 5% of the votes that may be cast on the…
Section 250M — When and how polls must be taken (replaceable rule—see section 135)
(1) A poll, other than a poll demanded on the election of a chair or the question of an adjournment, must be taken when and in the manner the chair directs. (2) A poll demanded on the election of a…
Section 250N — Public company must hold AGM
(1) A public company must hold an annual general meeting (AGM) within 18 months after its registration. (2) A public company must hold an AGM at least once in each calendar year and within 5 months…
Section 250P — Extension of time for holding AGM
(1) A public company may lodge an application with ASIC to extend the period within which section 250N requires the company to hold an AGM. (2) If the company applies before the end of the period…
Section 250R — Business of AGM
(1) The business of an AGM may include any of the following, even if not referred to in the notice of meeting: (a) the consideration of the annual financial report, sustainability report, directors’…
Section 250S — Questions and comments by members on company management at AGM
(1) The chair of an AGM must allow a reasonable opportunity for the members as a whole at the meeting to ask questions about or make comments on the management of the company. (2) An offence based on…
Section 250T — Questions by members of auditors at AGM
(1) If the company’s auditor or their representative is at the meeting, the chair of an AGM must: (a) allow a reasonable opportunity for the members as a whole at the meeting to ask the auditor or…
Section 250U — Application
This Division applies in relation to a listed company if: (a) at an AGM (the later AGM) of the company, at least 25% of the votes cast on a resolution that the remuneration report be adopted were…
Section 250V — Resolution to hold fresh elections for directors at special meeting to be put to vote at AGM
(1) At the later AGM, there must be put to the vote a resolution (the spill resolution) that: (a) another meeting (the spill meeting) of the company’s members be held within 90 days; and (b) all the…
Section 250W — Consequences of spill resolution being passed
(1) This section applies if the spill resolution is passed. Deadline for holding spill meeting (2) The company must hold the spill meeting within 90 days after the spill resolution was passed. (3)…
Section 250X — Ensuring there are at least 3 directors after spill meeting
(1) This section applies if there would be fewer than 3 directors of the company immediately after the spill meeting apart from this section. Note: Subsection 201A(2) requires the company to have at…
Section 250Y — Term of office of director reappointed at spill meeting
If a director who ceased to hold office immediately before the end of the spill meeting is appointed as director by resolution passed at the spill meeting, his or her term of office runs as if the…
Section 251A — Minutes
(1) A company must keep minute books in which it records within 1 month: (a) proceedings and resolutions of meetings of the company’s members; and (b) proceedings and resolutions of directors’…
Section 251AA — Disclosure of proxy votes—listed companies
(1) A company must record in the minutes of a meeting, in respect of each resolution in the notice of meeting, the total number of proxy votes exercisable by all proxies validly appointed and: (a) if…
Section 251B — Members’ access to minutes
(1) A company must ensure that the minute books for the meetings of its members and for resolutions of members passed without meetings are open for inspection by members free of charge. (2) A member…
Section 252A — Calling of meetings of members by responsible entity
The responsible entity of a registered scheme may call a meeting of the scheme’s members.
Section 252PA — Place and time of meetings and presence at meetings
(1) The place at which a meeting of the members of a registered scheme is held is taken to be: (a) if the meeting is held at only one physical venue (whether or not it is also held using virtual…
Section 252B — Calling of meetings of members by responsible entity when requested by members
(1) The responsible entity of a registered scheme must call and arrange to hold a meeting of the scheme’s members to consider and vote on a proposed special or extraordinary resolution on the request…
Section 252C — Failure of responsible entity to call meeting of the scheme’s members
(1) Members with more than 50% of the votes carried by interests held by the members who make a request under section 252B may call and arrange to hold a meeting of the scheme’s members and…
Section 252D — Calling of meetings of members by members
(1) Members of a registered scheme who hold interests carrying at least 5% of the votes that may be cast at a meeting of the scheme’s members may call and arrange to hold a meeting of the scheme’s…
Section 252E — Calling of meetings of members by the Court
(1) The Court may order a meeting of a registered scheme’s members to be called to consider and vote on a proposed special or extraordinary resolution if it is impracticable to call the meeting in…
Section 252F — Amount of notice of meetings
At least 21 days notice must be given of a meeting of the members of a registered scheme. However, the scheme’s constitution may specify a longer minimum period of notice.
Section 252G — Notice of meetings of members to members, directors and auditors
Notice to members, directors and auditors individually (1) Written notice of a meeting of a registered scheme’s members must be given to: (a) each member of the scheme entitled to vote at the…
Section 252H — Auditors entitled to other communications
(1) The responsible entity of a registered scheme must give the auditor of the scheme and the auditor of the scheme compliance plan any other communications relating to the meeting that a member of…
Section 252J — Contents of notice of meetings of members
A notice of a meeting of a registered scheme’s members must: (a) set out: (i) if there is only one location at which the members who are entitled to physically attend the meeting may do so—the date,…
Section 252K — Notice of adjourned meetings
When a meeting is adjourned, new notice of the adjourned meeting must be given if the meeting is adjourned for 1 month or more.
Section 252L — Members’ resolutions
(1) The following members of a registered scheme may give the responsible entity notice of a resolution that they propose to move at a meeting of the scheme’s members: (a) members with at least 5% of…
Section 252M — Responsible entity giving notice of members’ resolutions
(1) If a responsible entity has been given notice of a resolution under section 252L, the resolution is to be considered at the next meeting of the scheme’s members that occurs more than 2 months…
Section 252N — Members’ statements to be distributed
(1) Members may request a responsible entity to give to all its members a statement provided by the members making the request about: (a) a resolution that is proposed to be moved at a meeting of the…
Section 252P — How meetings of members may be held
A registered scheme may hold a meeting of its members: (a) at one or more physical venues; or (b) at one or more physical venues and using virtual meeting technology; or (c) using virtual meeting…
Section 252Q — Reasonable opportunity to participate
(1) A registered scheme that holds a meeting of its members must give the members entitled to attend the meeting, as a whole, a reasonable opportunity to participate in the meeting. Note: Section…
Section 252R — Quorum
(1) This section applies to a registered scheme subject to the provisions of the scheme’s constitution. (2) The quorum for a meeting of a registered scheme’s members is 2 members and the quorum must…
Section 252S — Chairing meetings of members
(1) The responsible entity may, in writing, appoint an individual to chair a meeting called under section 252A or 252B. (2) The members present at a meeting called under section 252A or 252B must…
Section 252T — Auditors’ right to be heard at meetings of members
(1) The auditor of a registered scheme and the auditor of the scheme compliance plan are entitled to attend any meeting of the scheme’s members. (2) An auditor is entitled to be heard at the meeting…
Section 252U — Adjourned meetings
(1) A resolution passed at a meeting resumed after an adjournment is passed on the day it was passed. (2) Only unfinished business is to be transacted at a meeting resumed after an adjournment.
Section 252V — Who can appoint a proxy
(1) A member of a registered scheme who is entitled to attend and cast a vote at a meeting of the scheme’s members may appoint a person as the member’s proxy to attend and vote for the member at the…
Section 252W — Rights of proxies
Rights of proxies (1) A proxy appointed to attend and vote for a member has the same rights as the member: (a) to speak at the meeting; and (b) to vote (but only to the extent allowed by the…
Section 252X — Responsible entity sending appointment forms or lists of proxies must send to all members
(1) If the responsible entity of a registered scheme sends a member a proxy appointment form for a meeting or a list of persons willing to act as proxies at a meeting: (a) if the member requested the…
Section 252Y — Appointing a proxy
(1) An appointment of a proxy is valid if it is signed by the member of the registered scheme making the appointment and contains the following information: (a) the member’s name and address; (b) the…
Section 252Z — Proxy documents
Section applies subject to scheme’s constitution (1) Subsections (2), (3) and (4) apply to a registered scheme subject to the provisions of the scheme’s constitution. Documents to be received by…
Section 253A — Validity of proxy vote
Proxy vote valid even if member dies, revokes appointment etc. (1) Unless the responsible entity has received written notice of the matter before the start or resumption of the meeting at which a…
Section 253LA — Requirements for a special resolution or an extraordinary resolution
(1) For a resolution of the members of a registered scheme to have effect as a special resolution: (a) notice given under section 252G of the meeting at which the resolution is proposed must include…
Section 253TA — Exceptional circumstances—virtual meetings
(1) An entity may hold a meeting of its members, using virtual meeting technology only (even if this is not required or permitted by the entity’s constitution expressly), if: (a) the entity is…
Section 253UA — Independent persons
A reference in a provision of this Part to an independent person is a reference to a person who is independent of the company or registered scheme to which the provision applies.