Corporations Act 2001
Sections and provisions with full text and the judgments that cite each one.
Section 111AV — Modifications by regulations
(1) The regulations may make modifications of all or specified disclosing entity provisions. (2) Without limiting subsection (1), a modification may relate to specified securities.
Section 111AW — Exemptions and modifications have effect
Exemptions and modifications under this Division have effect accordingly.
Section 111AX — Effect of Division
Nothing in this Division limits, or is limited by, any other exemption or modification power (for example, section 340, 340A, 341, 341A or 741).
Section 112 — Types of companies
Types of companies (1) The following types of companies can be registered under this Act: Proprietary companies Limited by shares Unlimited with share capital Public companies Limited by shares…
Section 113 — Proprietary companies
(1) A company must have no more than 50 non—employee shareholders if it is to: (a) be registered as a proprietary company; or (b) change to a proprietary company; or (c) remain registered as a…
Section 114 — Minimum of 1 member
A company needs to have at least 1 member.
Section 115 — Restrictions on size of partnerships and associations
(1) A person must not participate in the formation of a partnership or association that: (a) has as an object gain for itself or for any of its members; and (b) has more than 20 members; unless the…
Section 116 — Trade unions cannot be registered
A trade union cannot be registered under this Act.
Section 117 — Applying for registration
Lodging application (1) To register a company, a person must lodge an application with ASIC. Note 1: For the types of companies that can be registered, see section 112. Note 2: For modifications…
Section 118 — ASIC gives company ACN, registers company and issues certificate
Registration (1) If an application is lodged under section 117, ASIC may: (a) give the company an ACN; and (b) register the company; and (c) issue a certificate that states: (i) the company’s name;…
Section 119 — Company comes into existence on registration
A company comes into existence as a body corporate at the beginning of the day on which it is registered. The company’s name is the name specified in the certificate of registration. Note: The…
Section 119A — Jurisdiction of incorporation and jurisdiction of registration
Jurisdiction in which company incorporated (1) A company is incorporated in this jurisdiction. Jurisdiction of registration (2) A company is taken to be registered in: (a) the State or Territory…
Section 120 — Members, directors and company secretary of a company
(1) A person becomes a member, director or company secretary of a company on registration if the person is specified in the application with their consent as a proposed member, director or company…
Section 121 — Registered office
The address specified in the application for registration for the company’s proposed registered office becomes the address of the company’s registered office on registration.
Section 122 — Expenses incurred in promoting and setting up company
The expenses incurred before registration in promoting and setting up a company may be paid out of the company’s assets.
Section 123 — Company may have common seal
(1) A company may have a common seal. If a company does have a common seal, the company must set out on it: (a) for a company that has its ACN in its name—the company’s name; or (b) otherwise—the…
Section 124 — Legal capacity and powers of a company
(1) A company has the legal capacity and powers of an individual both in and outside this jurisdiction. A company also has all the powers of a body corporate, including the power to: (a) issue and…
Section 125 — Constitution may limit powers and set out objects
(1) If a company has a constitution, it may contain an express restriction on, or a prohibition of, the company’s exercise of any of its powers. The exercise of a power by the company is not invalid…
Section 126 — Agent exercising a company’s power to make contracts and execute documents (including deeds)
(1) A company’s power to make, vary, ratify or discharge a contract, or execute a document (including a deed), may be exercised by an individual acting with the company’s express or implied authority…
Section 127 — Execution of documents (including deeds) by the company itself
Executing a document without a common seal (1) A company may execute a document without using a common seal if the document is signed by: (a) 2 directors of the company; or (b) a director and a…
Section 128 — Entitlement to make assumptions
(1) A person is entitled to make the assumptions in section 129 in relation to dealings with a company. The company is not entitled to assert in proceedings in relation to the dealings that any of…
Section 129 — Assumptions that can be made under section 128
Constitution and replaceable rules complied with (1) A person may assume that the company’s constitution (if any), and any provisions of this Act that apply to the company as replaceable rules, have…
Section 130 — Information available to the public from ASIC does not constitute constructive notice
A person is not taken to have information about a company merely because the information is available to the public from ASIC.
Section 131 — Contracts before registration
(1) If a person enters into, or purports to enter into, a contract on behalf of, or for the benefit of, a company before it is registered, the company becomes bound by the contract and entitled to…
Section 132 — Person may be released from liability but is not entitled to indemnity
(1) A party to the pre—registration contract may release the person from all or part of their liability under section 131 to the party by signing a release. (2) Despite any rule of law or equity, the…
Section 133 — This Part replaces other rights and liabilities
This Part replaces any rights or liabilities anyone would otherwise have on the pre—registration contract.
Section 134 — Internal management of companies
A company’s internal management may be governed by provisions of this Act that apply to the company as replaceable rules, by a constitution or by a combination of both. Note: There are additional…
Section 135 — Replaceable rules
Companies to which replaceable rules apply (1) A section or subsection (except subsection 129(1), this section and sections 140 and 141) whose heading contains the words: (a) replaceable rule—applies…
Section 136 — Constitution of a company
(1) A company adopts a constitution: (a) on registration—if each person specified in the application for the company’s registration as a person who consents to become a member agrees in writing to…
Section 137 — Date of effect of adoption, modification or repeal of constitution
If a new constitution is adopted or an existing constitution is modified or repealed, that adoption, modification or repeal takes effect: (a) if it is the result of a special resolution: (i) on the…
Section 138 — ASIC may direct company to lodge consolidated constitution
ASIC may direct a company to lodge a consolidated copy of its constitution with ASIC.
Section 139 — Company must send copy of constitution to member
(1) A company must send a copy of its constitution to a member of the company within 7 days if the member: (a) asks the company, in writing, for the copy; and (b) pays any fee (up to the prescribed…
Section 140 — Effect of constitution and replaceable rules
(1) A company’s constitution (if any) and any replaceable rules that apply to the company have effect as a contract: (a) between the company and each member; and (b) between the company and each…
Section 141 — Table of replaceable rules
The following table sets out the provisions of this Act that apply as replaceable rules. Provisions that apply as replaceable rules Officers and Employees 1 Voting and completion of…
Section 142 — Registered office
(1) A company must have a registered office in this jurisdiction. Communications and notices to the company may be addressed to its registered office. Note 1: A document may be served on a company by…
Section 143 — ASIC may change address of registered office to a director’s address
(1) A company that does not occupy the premises at the address of its registered office must be able to show to ASIC the occupier’s written consent to the company’s use of those premises as its…
Section 144 — Company’s name must be displayed at registered office etc.
(1) A company must display its name prominently at every place at which the company carries on business and that is open to the public. (2) A public company must also display its name and the words…
Section 145 — Opening hours of registered office of public company
(1) The registered office of a public company must be open to the public: (a) each business day from at least 10 am to 12 noon and from at least 2 pm to 4 pm; or (b) at least 3 hours chosen by the…
Section 146 — Change of address of principal place of business
(1) A company must lodge with ASIC notice of a change of the address of its principal place of business not later than 28 days after the date on which the change occurs. The notice must be in the…
Section 146A — Contact address
(1) A company may have a contact address (whether or not in this jurisdiction). Communications and notices from ASIC to the company may be addressed to its contact address. (2) If a company is to…
Section 147 — When a name is available
Name is available unless identical or unacceptable (1) A name is available to a company unless the name is: (a) identical (under rules set out in the regulations) to a name that is reserved or…
Section 148 — A company’s name
Company may use available name or ACN (1) A company may have as its name: (a) an available name; or (b) the expression “Australian Company Number” followed by the company’s ACN. The name must also…
Section 149 — Acceptable abbreviations
(1) The abbreviations set out in the following table may be used: (a) instead of words that this Act requires to be part of a company’s name or to be included in a document or on a company’s common…
Section 150 — Exception to requirement for using “Limited” in name
Name (1) A company is not required to have the word “Limited” at the end of its name if: (a) the company is registered under the Australian Charities and Not-for-profits Commission Act 2012 as the…
Section 151 — Exception to requirement for using “Limited” in name—pre-existing licences
(1) A licence that: (a) allowed a company to omit “Limited” from its name; and (b) was in force immediately before 1 July 1998; and (c) was in force immediately before the commencement of this…
Section 152 — Reserving a name
(1) A person may lodge an application in the prescribed form with ASIC to reserve a name for a company. If the name is available, ASIC must reserve it. Note: For available names, see section 147. (2)…
Section 153 — Using a name and ACN on documents
(1) A company must set out its name on all its public documents and negotiable instruments. (2) Subject to sections 154 and 155, if the company’s ACN is not used in its name, the company must also…
Section 154 — Exception to requirement to have ACN on receipts
A company does not have to set out the expression “Australian Company Number” followed by its ACN on a receipt (for example, a cash register receipt) that sets out information recorded in the machine…
Section 155 — Regulations may exempt from requirement to set out information on documents
The regulations may exempt a specified company, or a class of companies, from the requirement in subsection 153(2) to set out information on its public documents and negotiable instruments. The…
Section 156 — Carrying on business using “Limited”, “No Liability” or “Proprietary” in name
(1) A person must not carry on business in this jurisdiction under a name or title that: (a) has the words “Limited” or “No Liability” (or an abbreviation of those words) at the end; or (b) includes…