Corporations Act 2001
Sections and provisions with full text and the judgments that cite each one.
Section 253B — Body corporate representative
(1) A body corporate may appoint an individual as a representative to exercise all or any of its powers at a meeting of a registered scheme’s members. The appointment may be a standing one. (2) The…
Section 253UB — Company members’ rights to request observer and report on conduct of poll
(1) Members of a company with at least 5% of the votes that may be cast at a meeting of the company’s members may request the company to appoint an independent person to: (a) observe the conduct of a…
Section 253C — How many votes a member has
(1) On a show of hands, each member of a registered scheme has 1 vote. (2) On a poll, each member of the scheme has 1 vote for each dollar of the value of the total interests they have in the scheme.…
Section 253UC — Company members’ rights to request scrutiny and report on outcome of poll
(1) Members of a company with at least 5% of the votes that may be cast at a meeting of the company’s members may request the company to appoint an independent person to: (a) scrutinise the outcome…
Section 253D — Jointly held interests
If an interest in a registered scheme is held jointly and more than 1 member votes in respect of that interest, only the vote of the member whose name appears first in the register of members counts.
Section 253UD — Registered scheme members’ rights to request observer and report on conduct of poll
(1) Members of a registered scheme with at least 5% of the votes that may be cast at a meeting of the scheme’s members may request the responsible entity of the scheme to appoint an independent…
Section 253E — Responsible entity and associates cannot vote if interested in resolution
The responsible entity of a registered scheme and its associates are not entitled to vote their interest on a resolution at a meeting of the scheme’s members if they have an interest in the…
Section 253UE — Registered scheme members’ rights to request scrutiny and report on outcome of poll
(1) Members of a registered scheme with at least 5% of the votes that may be cast at a meeting of the scheme’s members may request the responsible entity of the scheme to appoint an independent…
Section 253F — How to work out the value of an interest
The value of an interest in a registered scheme is: (a) if it is quoted on a declared financial market—the last sale price on that market on the trading day immediately before the day on which the…
Section 253UF — Right of independent person to information
Right to information (1) An independent person appointed for the purposes of section 253UB, 253UC, 253UD or 253UE in relation to a poll may make a request for any information that the person…
Section 253G — Objections to a right to vote
A challenge to a right to vote at a meeting of members of a registered scheme: (a) may only be made at the meeting; and (b) must be determined by the chair, whose decision is final.
Section 253UG — Record-keeping for reports on polls
(1) A company commits an offence if: (a) the company receives a report on the conduct or outcome of a poll from an independent person appointed for the purposes of section 253UB or 253UC (as the case…
Section 253H — 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 proxy is…
Section 253J — How voting is carried out
(1) A special or extraordinary resolution put to the vote at a meeting of a registered scheme’s members must be decided on a poll. (1A) A resolution put to the vote at a meeting of the members of a…
Section 253K — Matters on which a poll may be demanded
(1) A poll may be demanded on any resolution. (2) A registered scheme’s constitution may provide that a poll cannot be demanded on any resolution concerning: (a) the election of the chair of a…
Section 253L — When a poll is effectively demanded
(1) At a meeting of a registered scheme’s members, a poll may be demanded by: (a) at least 5 members present entitled to vote on the resolution; or (b) members present with at least 5% of the votes…
Section 253M — Minutes
(1) A responsible entity of a registered scheme must keep minute books in which it records within 1 month: (a) proceedings of meetings of the scheme’s members; and (b) resolutions of meetings of the…
Section 253N — Members’ access to minutes
(1) The responsible entity of a registered scheme must ensure that the minute books for the meetings of the scheme’s members are open for inspection by members free of charge. (2) A member of a…
Section 253S — Electronic recording and keeping of minute books
(1) If information is required to be recorded in a minute book, the information may be recorded in electronic form if, at the time of the recording of the information, it was reasonable to expect…
Section 253T — Exceptional circumstances—AGM
(1) A public company is taken to comply with subsections 250N(1) and (2) in relation to an AGM if: (a) the company is in a class of companies specified in a determination under subsection (2); and…
Section 253U — Application of Part
This Part applies: (a) in relation to a company, if the company is listed; and (b) in relation to a registered scheme, if the scheme is listed.
Section 254A — Power to issue bonus, partly-paid, preference and redeemable preference shares
(1) A company’s power under section 124 to issue shares includes the power to issue: (a) bonus shares (shares for whose issue no consideration is payable to the issuing company); and (b) preference…
Section 254SA — Companies limited by guarantee not to pay dividends
A company limited by guarantee must not pay a dividend to its members.
Section 254WA — Application of this Part to MCI mutual entities
(1) Section 254SA does not prevent an MCI mutual entity that is a company limited by guarantee paying a dividend in respect of an MCI. (2) Without limiting section 254T, an MCI mutual entity must not…
Section 254B — Terms of issue
(1) A company may determine: (a) the terms on which its shares are issued; and (b) the rights and restrictions attaching to the shares. Note 1: Details of any division of shares into classes or…
Section 254C — No par value shares
Shares of a company have no par value. Note: The Part 10.1 transitional provisions contain provisions that deal with the introduction of no par value shares. See also subsection 169(4).
Section 254D — Pre-emption for existing shareholders on issue of shares in proprietary company (replaceable rule—see section 135)
(1) Before issuing shares of a particular class, the directors of a proprietary company must offer them to the existing holders of shares of that class. As far as practicable, the number of shares…
Section 254E — Court validation of issue
(1) On application by a company, a shareholder, a creditor or any other person whose interests have been or may be affected, the Court may make an order validating, or confirming the terms of, a…
Section 254F — Bearer shares and stock must not be issued
A company does not have the power to: (a) issue bearer shares; or (b) issue stock or convert shares into stock. Note: The Part 10.1 transitionals contain provisions for the conversion of existing…
Section 254G — Conversion of shares
(1) A company may: (a) convert an ordinary share into a preference share; and (b) convert a preference share into an ordinary share. Note 1: The variation of class rights provisions (sections…
Section 254H — Resolution to convert shares into larger or smaller number
(1) A company may convert all or any of its shares into a larger or smaller number of shares by resolution passed at a general meeting. Note 1: The variation of class rights provisions (sections…
Section 254J — Redemption must be in accordance with terms of issue
(1) A company may redeem redeemable preference shares only on the terms on which they are on issue. On redemption, the shares are cancelled. Note 1: For the power to issue redeemable preference…
Section 254K — Other requirements about redemption
A company may only redeem redeemable preference shares: (a) if the shares are fully paid-up; and (b) out of profits or the proceeds of a new issue of shares made for the purpose of the redemption.…
Section 254L — Consequences of contravening section 254J or 254K
(1) If a company redeems shares in contravention of section 254J or 254K: (a) the contravention does not affect the validity of the redemption or of any contract or transaction connected with it; and…
Section 254M — Liability on partly-paid shares
General rule about shareholder’s liability for calls (1) If shares in a company are partly-paid, the shareholder is liable to pay calls on the shares in accordance with the terms on which the shares…
Section 254N — Calls may be limited to when company is externally-administered
(1) A limited company may provide by special resolution that the whole or a part of its unpaid share capital may be called up only if the company becomes a Chapter 5 body corporate. Note: This…
Section 254P — No liability companies—calls on shares
Making calls (1) A call on a share in a no liability company is not effective unless it is made payable at least 14 days after the call is made. Notice of call (2) At least 7 days before a call on…
Section 254Q — No liability companies—forfeiture and sale of shares for failure to meet call
Forfeiture and sale of shares (1) A share in a no liability company is immediately forfeited if: (a) a call is made on the share; and (b) the call is unpaid at the end of 14 days after it became…
Section 254R — No liability companies—redemption of forfeited shares
(1) Despite section 254Q, if a person’s share has been forfeited, the person may redeem the share, at any time up to or on the last business day before the proposed sale, by paying the company: (a)…
Section 254S — Capitalisation of profits
A company may capitalise profits. The capitalisation need not be accompanied by the issue of shares.
Section 254T — Circumstances in which a dividend may be paid
(1) A company must not pay a dividend unless: (a) the company’s assets exceed its liabilities immediately before the dividend is declared and the excess is sufficient for the payment of the dividend;…
Section 254U — Other provisions about paying dividends (replaceable rule—see section 135)
(1) The directors may determine that a dividend is payable and fix: (a) the amount; and (b) the time for payment; and (c) the method of payment. The methods of payment may include the payment of…
Section 254V — When does the company incur a debt?
(1) A company does not incur a debt merely by fixing the amount or time for payment of a dividend. The debt arises only when the time fixed for payment arrives and the decision to pay the dividend…
Section 254W — Dividend rights
Shares in public companies (1) Each share in a class of shares in a public company has the same dividend rights unless: (a) the company has a constitution and it provides for the shares to have…
Section 254X — Notice to ASIC of share issue
(1) Within 28 days after issuing shares, a company must lodge with ASIC a notice in the prescribed form that sets out: (a) the number of shares that were issued; and (b) if the company has different…
Section 254Y — Notice to ASIC of share cancellation
(1) Within 1 month after shares are cancelled, the company must lodge with ASIC a notice in the prescribed form that sets out: (a) the number of shares cancelled; and (b) any amount paid by the…
Section 256A — Purpose
This Part states the rules to be followed by a company for reductions in share capital and for share buy-backs. The rules are designed to protect the interests of shareholders and creditors by: (a)…
Section 256B — Company may make reduction not otherwise authorised
(1) A company may reduce its share capital in a way that is not otherwise authorised by law if the reduction: (a) is fair and reasonable to the company’s shareholders as a whole; and (b) does not…
Section 256C — Shareholder approval
Ordinary resolution required for equal reduction (1) If the reduction is an equal reduction, it must be approved by a resolution passed at a general meeting of the company. Special shareholder…
Section 256D — Consequences of failing to comply with section 256B
(1) The company must not make the reduction unless it complies with subsection 256B(1). (2) If the company contravenes subsection (1): (a) the contravention does not affect the validity of the…