Corporations Act 2001
Sections and provisions with full text and the judgments that cite each one.
Section 45A — Meaning of proprietary company, small proprietary company and large proprietary company
(1) A proprietary company is a company that is registered as, or converts to, a proprietary company under this Act. Note 1: A proprietary company can be registered under section 118 or 601BD. A…
Section 45B — Meaning of small company limited by guarantee
(1) A company is a small company limited by guarantee in a particular financial year if: (a) it is a company limited by guarantee for the whole of the financial year; and (b) it is not a deductible…
Section 46 — Meaning of subsidiary—general
A body corporate (in this section called the first body) is a subsidiary of another body corporate if, and only if: (a) the other body: (i) controls the composition of the first body’s board; or (ii)…
Section 47 — Control of a body corporate’s board
Without limiting by implication the circumstances in which the composition of a body corporate’s board is taken to be controlled by another body corporate, the composition of the board is taken to be…
Section 48 — Matters to be disregarded
(1) This section applies for the purposes of determining whether a body corporate (in this section called the first body) is a subsidiary of another body corporate. (2) Any shares held, or power…
Section 49 — References in this Division to a subsidiary
A reference in paragraph 46(b) or 48(3)(b) or subsection 48(5) to being a subsidiary, or to a subsidiary, of a body corporate includes a reference to being a subsidiary, or to a body corporate that…
Section 50 — Meaning of related body corporate
Where a body corporate is: (a) a holding company of another body corporate; or (b) a subsidiary of another body corporate; or (c) a subsidiary of a holding company of another body corporate; the…
Section 50AA — Meaning of control
(1) For the purposes of this Act, an entity controls a second entity if the first entity has the capacity to determine the outcome of decisions about the second entity’s financial and operating…
Section 50AAA — Meaning of associated entity
(1) One entity (the associate) is an associated entity of another entity (the principal) if subsection (2), (3), (4), (5), (6) or (7) is satisfied. (2) This subsection is satisfied if the associate…
Section 51F — Meaning of PPSA retention of title property
Definition (1) Property is PPSA retention of title property (short for Personal Property Securities Act retention of title property) of a corporation if: (a) the property is personal property; and…
Section 51M — Meaning of mutual entity
(1) A company is a mutual entity if: (a) the company is registered under this Act; and (b) the company’s constitution provides that a person has no more than one vote at a general meeting of the…
Section 52A — Signing
Without affecting the law on agency, if this Act requires that something be signed, it can be signed by an individual using a power of attorney from the person required to sign.
Section 53 — Meaning of affairs—body corporate other than a CCIV
For the purposes of the definition of examinable affairs in section 9, section 53AA, 232, 233 or 234, paragraph 461(1)(e), section 487, subsection 1307(1) or section 1309, or of a prescribed…
Section 53AA — Meaning of business affairs—body corporate
A body corporate’s business affairs include (without limitation): (a) any of the body’s affairs (including anything that is included in the body’s affairs because of section 53 or 53AAA); and (b)…
Section 53AAA — Meaning of affairs—CCIV
(1) For the purposes of the provisions referred to in subsection (3), the affairs of a body corporate that is a CCIV include anything that would be included in the affairs of a body corporate under…
Section 53AB — Meaning of business affairs—natural person
A natural person’s business affairs include (without limitation): (a) the person’s examinable operations and examinable assets and liabilities; and (b) any act done (including any contract made and…
Section 53AC — Meaning of business affairs—partnership
A partnership’s business affairs include (without limitation): (a) the partnership’s promotion, formation, membership, control, examinable operations and examinable assets and liabilities; and (b)…
Section 53AD — Meaning of business affairs—trust
A trust’s business affairs include (without limitation): (a) the creation of the trust; and (b) matters arising under, or otherwise relating to, the terms of the trust; and (c) the appointment and…
Section 57 — Classes of shares or interests in managed investment schemes
(1) The shares in a body corporate, if not divided into 2 or more classes, constitute a class. Note: A CCIV must have a minimum of one class of shares per sub-fund: see section 1230A. (2) If the…
Section 57A — Meaning of corporation
(1) Subject to this section, in this Act, corporation includes: (a) a company; and (b) any body corporate (whether incorporated in this jurisdiction or elsewhere); and (c) an unincorporated body that…
Section 58AA — Meaning of court and Court
(1) Subject to subsection (2), in this Act: court means any court. Court means any of the following courts: (a) the Federal Court; (b) the Supreme Court of a State or Territory; (c) the Federal…
Section 58B — Discharge of obligations under this Act
(2) Subject to subsection (3), an act required to be done under this Act may, for the purposes of this Act, be done anywhere in Australia, whether in or outside this jurisdiction. (3) Nothing in…
Section 59 — Debentures as consideration for acquisition of shares
A reference to a body corporate that offers debentures as consideration for the acquisition of shares in a body corporate includes a reference to a body corporate that offers a cash sum as…
Section 60 — Declaration of relevant relationships
Administrator (1) In this Act, a declaration of relevant relationships, in relation to an administrator of a company under administration, means a written declaration: (a) stating whether any of the…
Section 64A — Meaning of entity
Except in Chapters 2E, 8A and 8B, a reference to an entity: (a) is a reference to a natural person, a body corporate (other than an exempt public authority), a partnership or a trust; and (b)…
Section 64B — Entities connected with a corporation
Body corporate (1) A body corporate is connected with a corporation if, and only if, the corporation: (a) can control, or influence materially, the body’s activities or internal affairs; or (b) is a…
Section 65 — Eligible money market dealer
ASIC may declare a body corporate to be an authorised dealer in the short term money market by notice published in the Gazette.
Section 66A — Meaning of exempt body corporate
A body corporate is an exempt body corporate of a State or Territory if, and only if, it: (a) is not a company; and (b) is incorporated by or under a law of the State or Territory.
Section 70 — Extension of period for doing an act
Where this Act confers power to extend the period for doing an act, an application for the exercise of the power may be made, and the power may be exercised, even if the period, or the period as last…
Section 73A — When a court is taken to find a person guilty of an offence
An Australian court finds a person guilty of an offence if, and only if: (a) the court convicts the person of the offence; or (b) the person is charged before the court with the offence and is found…
Section 75 — Inclusion in official list
A reference to a body corporate or other person included in an official list of a body corporate is a reference to: (a) a body corporate or other person whose name is included in that official list;…
Section 79 — Involvement in contraventions
A person is involved in a contravention if, and only if, the person: (a) has aided, abetted, counselled or procured the contravention; or (b) has induced, whether by threats or promises or otherwise,…
Section 80 — Jervis Bay Territory taken to be part of the Australian Capital Territory
The Jervis Bay Territory is taken to be part of the Australian Capital Territory.
Section 82 — Offers and invitations to the public
A reference in this Act to, or to the making of, an offer to the public or to, or to the issuing of, an invitation to the public is, unless the contrary intention appears, to be construed as…
Section 86 — Possession
A thing that is in a person’s custody or under a person’s control is in the person’s possession.
Section 88A — Meaning of public document
(1) Subject to this section, public document, in relation to a body, means: (a) an instrument of, or purporting to be signed, issued or published by or on behalf of, the body that: (i) when signed,…
Section 88B — Meaning of qualified accountant
(1) For the purposes of this Act, a qualified accountant is a person covered by a declaration in force under subsection (2). (2) ASIC may, in writing, declare that all members of a specified…
Section 89 — Meaning of qualified privilege
(1) Where this Act provides that a person has qualified privilege in respect of an act, matter or thing, the person: (a) has qualified privilege in proceedings for defamation; or (b) is not, in the…
Section 90 — Receivers and managers
A receiver of property of a body corporate is also a manager if the receiver manages, or has under the terms of the receiver’s appointment power to manage, affairs of the body.
Section 91 — Meaning of relation-back day
For the purposes of this Act, the following table sets out the meaning of relation-back day in relation to a winding up of a company or Part 5.7 body. Relation-back day Item If: the relation-back day…
Section 92 — Meaning of securities
(1) Subject to this section, securities means: (a) debentures, stocks or bonds issued or proposed to be issued by a government; or (b) shares in, or debentures of, a body; or (c) interests in a…
Section 95A — Meaning of solvent and insolvent
(1) A person is solvent if, and only if, the person is able to pay all the person’s debts, as and when they become due and payable. (2) A person who is not solvent is insolvent. Note: A company is…
Section 100 — Address of registered office etc.
(1) Where a provision of this Act requires a notice to be lodged of, or information in an application to specify: (a) the address of an office, or of a proposed office, of a body corporate or other…
Section 100A — Operation of certain laws relating to instruments on which stamp duty has not been paid
Nothing in this Act affects the operation of any provision of any law: (a) relating to the admissibility in evidence, or any other use, in any proceedings, of a document in respect of which any…
Section 101 — Amount of stock representing a number of shares
In relation to a body corporate the whole or a portion of whose share capital consists of stock, a reference to a number of shares (including a number expressed as a percentage) is, in relation to an…
Section 102 — Applications to be in writing
An application to ASIC for the issuing of a document or the doing of any other act or thing by ASIC under this Act must be in writing. Note: For electronic lodgment of documents with ASIC, see…
Section 102B — Meaning of in this jurisdiction or elsewhere and outside this jurisdiction
(1) The expression ‘in Australia or elsewhere’, or a similar expression, does not limit the generality of the expression in this jurisdiction or elsewhere or a similar expression. (2) The expression…
Section 102C — Meaning of in Australia
In Australia means in Australia (whether in this jurisdiction or not). Note: This definition is needed if there is a State that is not a referring State. If all the States are referring States, every…
Section 103 — Effect of certain contraventions of this Act
(1) This section has effect except so far as this Act otherwise provides. (2) An act, transaction, agreement, instrument, matter or thing is not invalid merely because of: (a) a contravention of…
Section 104 — Effect of provisions empowering a person to require or prohibit conduct
Where, in accordance with a provision of this Act other than the replaceable rules, a person requires another person to do, or prohibits another person from doing, a particular act, that provision is…