Corporations Act 2001

Sections and provisions with full text and the judgments that cite each one.

Section 105 — Calculation of time

(1) A period of time referred to in the Corporations legislation, or an instrument made under the Corporations legislation, dating from a given day, act or event, is to be calculated exclusive of…

Section 105A — When is an electronic communication sent and received

(1) This section applies in relation to an electronic communication unless otherwise agreed between the originator and the addressee of the electronic communication. (2) An electronic communication…

Section 105B — Place where an electronic communication is sent or received

Section 107 — Notice in relation to top 20 members of a class

For the purposes of subsection 163(3B), section 178B and paragraph 601BC(2)(lc), if 2 or more members in the top 20 members of a class of shares each hold the same number of shares, details of each…

Section 108 — Parts of dollar to be disregarded in determining majority in value of creditors etc.

In determining whether a majority in value of creditors, or a particular proportion in value of creditors, has passed a resolution or done any other act or thing, if a creditor’s debt consists of a…

Section 109 — References to persons, things and matters

(1) Except so far as the contrary intention appears, a provision of this Act is to be interpreted in such a manner that any 2 or more references in the provision are capable of having the same…

Section 109X — Service of documents

(1) For the purposes of any law, a document may be served on a company by: (a) leaving it at, or posting it to, the company’s registered office; or (b) delivering a copy of the document personally to…

Section 110 — When this Division applies

Signing of documents under this Act (1) This Division applies to a document (including a deed) required or permitted to be signed by a person under this Act. Note 1: A document is any record of…

Section 110A — Technology neutral signing

(1) A person may sign a document to which this Division applies: (a) by signing a physical form of the document by hand; or (b) by signing an electronic form of the document using electronic means;…

Section 110JA — Sender does not need to send document if member uncontactable

Sender taken to send document (1) This section applies if: (a) the sender is required or permitted to send a document to which this Division applies to the recipient under a provision of this Act;…

Section 110B — Lodgement of documents

If: (a) under this Act, the signature of a person is required or permitted on a document; and (b) the person signs the document in accordance with section 110A; and (c) the person or another person…

Section 110C — Documents to which this Division applies

Sending documents (1) This Division applies to any document covered by subsection (3) or (4) that is required or permitted under this Act to be sent by a person or entity (the sender) to another…

Section 110D — Technology neutral sending of documents

(1) The document may be sent to the recipient: (a) by sending the document in a physical form; or (b) if subsection (2) is satisfied—by sending the recipient sufficient information in physical form…

Section 110E — Election to be sent documents in physical form or electronic form, or not to be sent documents

(1) This section applies if: (a) where the sender is a company—the recipient is a member of the company; or (b) where the sender is the responsible entity of a registered scheme—the recipient is a…

Section 110F — Failure to comply with member’s election to be sent document in particular form

(1) This section applies if: (a) an election by the recipient to be sent documents by the sender in physical form or electronic form is in force in relation to a document under section 110E; and (b)…

Section 110G — Failure to comply with member’s election not to be sent documents

(1) This section applies if: (a) an election by the recipient not to be sent documents from the sender is in force in relation to a document under section 110E; and (b) the sender sends the document…

Section 110H — Effect of election not to be sent documents

(1) This section applies if: (a) the sender is required or permitted to send a document to which this Division applies to the recipient in accordance with a provision of this Act (other than this…

Section 110J — Ad hoc requests to be sent documents in a particular form

(1) This section applies if: (a) the recipient is covered by subsection (3); and (b) the recipient requests (whether or not in writing) the sender to send a particular document to which this Division…

Section 110K — Obligation to give notice of members’ rights

(1) A public company must: (a) send the members of the company, at least once in each financial year, a notice setting out the matters mentioned in subsection (4); or (b) make such a notice readily…

Section 111AA — Object of Part

The object of this Part is: (a) to define disclosing entity and other key terms relevant to disclosing entities (this is done in Division 2); and (b) to outline the significance for this Act of being…

Section 111AFA — Managed investment products held by 100 or more persons

(1) Managed investment products in a class of managed investment products issued by a body are ED securities if 100 or more people hold managed investment products in that class as a result of offers…

Section 111ANA — Requirements relating to remuneration recommendations in relation to key management personnel

There are special requirements in Part 2D.8 for remuneration recommendations in relation to key management personnel for disclosing entities that are companies.

Section 111AQA — Product Disclosure Statement relief

Obligations that apply to disclosing entities can be taken into account in deciding what information should be included in a Product Disclosure Statement—see section 1013FA and paragraph 1013F(2)(d).

Section 111AFB — Foreign passport fund products held by 100 or more persons

Foreign passport fund products in a class of foreign passport fund products issued by a body are ED securities if 100 or more people who reside in this jurisdiction hold foreign passport fund…

Section 111AC — Meaning of disclosing entity

(1) If any securities of a body (except interests in a managed investment scheme) are ED securities, the body is a disclosing entity for the purposes of this Act. (2) If any interests in a managed…

Section 111AD — Meaning of ED securities

(1) Securities of a body are ED securities (short for “enhanced disclosure securities”) for the purposes of this Act if, and only if: (a) they are ED securities under section 111AE, 111AF, 111AFA,…

Section 111AE — Securities of bodies or undertakings included in a licensed market’s official list

(1) If: (a) a body corporate (other than a notified foreign passport fund) is, with its agreement, consent or acquiescence, included in the official list of a declared financial market; and (b) the…

Section 111AF — Securities (except debentures and managed investment products) held by 100 or more persons

(1) Securities (except debentures or managed investment products) in a class of securities of a body are ED securities if: (a) a disclosure document in relation to securities in that class has been…

Section 111AG — Securities issued as consideration for an acquisition under an off-market takeover bid or Part 5.1 compromise or arrangement

(1) Securities (except debentures) in a class of securities of a body are ED securities if: (a) securities in that class have been issued by the body as consideration for offers under an off-market…

Section 111AH — When a person holds securities for the purposes of sections 111AF, 111AFA, 111AFB and 111AG

(1) For the purposes of sections 111AF, 111AFA and 111AG, a person holds securities if, and only if: (a) the person is registered as the holder of the securities in a register under section 169, 170,…

Section 111AI — Debentures

Debentures of a borrower are ED securities if: (a) section 283AA requires the borrower to appoint a trustee; or (b) section 283AA does not apply to the borrower only because the offer of the…

Section 111AJ — Regulations may declare securities not to be ED securities

(1) The regulations may declare specified securities of bodies not to be ED securities. (2) Regulations in force for the purposes of subsection (1) have effect accordingly, despite anything else in…

Section 111J — Small business guide

(1) If, because of: (a) regulations made under this Act; or (b) instruments issued by ASIC under this Act; the small business guide as set out in Part 1.5 has become out of date, the regulations may…

Section 111AK — ED securities of a disclosing entity

For the purposes of this Act, ED securities because of which (having regard to section 111AC) a disclosing entity is such an entity are ED securities of the entity.

Section 111K — Bodies corporate registered under the Australian Charities and Not-for-profits Commission Act 2012

This Part applies to a body corporate that: (a) is registered under the Australian Charities and Not-for-profits Commission Act 2012; and (b) is none of the following: (i) a Commonwealth company for…

Section 111AL — Meaning of listed disclosing entity

A disclosing entity is a listed disclosing entity if all or any ED securities of the entity are quoted ED securities.

Section 111L — Provisions not applicable to the body corporate

(1) A provision of this Act mentioned in the following table does not apply to the body corporate, subject to any conditions prescribed by the regulations for the purposes of this subsection in…

Section 111AM — Meaning of quoted ED securities

For the purposes of this Act, ED securities are quoted ED securities if they are ED securities because of section 111AE.

Section 111M — Member approval

(1) This section applies if: (a) a provision of this Act provides that one or more conditions must be satisfied for there to be member approval (however described) in relation to the body corporate;…

Section 111AN — Division contains outline of significance of being a disclosing entity

This Division outlines the significance for this Act of being a disclosing entity.

Section 111N — Notices

Notice of change of address (1) For the purposes of subsection 142(3), the body corporate is treated as having lodged with ASIC on a day a notice that the address of its registered office has changed…

Section 111AO — Accounting requirements

A disclosing entity incorporated or formed in Australia has to prepare financial statements and reports for half-years as well as full financial years. These requirements are set out in Chapter 2M.

Section 111AP — Continuous disclosure requirements

(1) A disclosing entity is subject to the continuous disclosure requirements of sections 674, 674A, 675 and 675A.

Section 111P — Annual general meetings

(1) An order made under section 250PAA applies to a requirement in the governance standards (within the meaning of the Australian Charities and Not-for-profits Commission Act 2012) for the holding of…

Section 111AQ — Prospectus relief

Section 713 applies (subject to certain qualifications) to prospectuses for quoted ED securities of disclosing entities. The section’s requirements for the content of prospectuses are less…

Section 111Q — Presumptions to be made in recovery proceedings

(1) Paragraphs 588E(4)(a) and (4A)(a) and subsection 588E(5) apply to the body corporate as if the references in those provisions to subsection 286(1) were references to subsections 55-5(1) to (3) of…

Section 111AR — Meaning of disclosing entity provisions

(1) The disclosing entity provisions are the provisions of the following: (a) Chapter 2M as it applies to disclosing entities; (d) sections 674, 674A, 675 and 675A; (e) Division 4 of Part 8B.4 as it…

Section 111AS — Exemptions by regulations

(1) The regulations may exempt specified persons from all or specified disclosing entity provisions: (a) either generally or as otherwise specified; and (b) either unconditionally or subject to…

Section 111AT — Exemptions by ASIC

(1) ASIC may, by writing, exempt specified persons from all or specified disclosing entity provisions: (a) either generally or as otherwise specified; and (b) either unconditionally or subject to…

Section 111AU — Enforcing conditions of exemptions

(1) A person must not intentionally or recklessly contravene a condition to which an exemption under section 111AS or 111AT is subject. (2) If a person contravenes such a condition, the Court may, on…