Corporations Act 2001
Sections and provisions with full text and the judgments that cite each one.
Section 157 — Company changing its name
(1) If a company wants to change its name, it must: (a) pass a special resolution adopting a new name; and (b) lodge an application in the prescribed form with ASIC. Note: The company may reserve a…
Section 157A — Change of name of company under external administration
Application by liquidator (1) The liquidator of a company that is being wound up may lodge an application with ASIC to change the name of the company if the liquidator is satisfied that the proposed…
Section 158 — ASIC’s power to direct company to change its name
(1) ASIC may direct a company in writing to change its name within 2 months if: (a) the name should not have been registered; or (b) the company has breached a condition under subsection 147(3) on…
Section 159 — ASIC’s power to include “Limited” in company’s name
(1) ASIC may change a company’s name so that it includes the word “Limited” by altering the details of the company’s registration to reflect the change if: (a) the company contravenes any of the…
Section 160 — ASIC must issue new certificate if company’s name changes
If ASIC changes a company’s name, it must give the company a new certificate of registration. The company’s new name is the name specified in the certificate of registration issued under this…
Section 161 — Effect of name change
(1) A change of company name does not: (a) create a new legal entity; or (b) affect the company’s existing property, rights or obligations; or (c) render defective any legal proceedings by or against…
Section 161A — Company under external administration—former name to be used on documents
(1) This section applies to a company if: (a) any of the following conditions is satisfied: (i) the company is being wound up; (ii) the company is under administration; (iii) the company has executed…
Section 162 — Changing company type
(1) A company may change to a company of a different type as set out in the following table by: (a) passing a special resolution resolving to change its type; and (b) complying with sections 163 and…
Section 163 — Applying for change of type
Lodging application (1) To change its type, a company must lodge an application with ASIC. Contents of the application (2) The application must be accompanied by the following: (a) a copy of: (i) the…
Section 164 — ASIC changes type of company
(1) ASIC must give notice under subsection (3) that it intends to alter the details of the company’s registration if: (a) ASIC is satisfied that: (i) the application complies with section 163; and…
Section 165 — ASIC may direct a proprietary company to change to a public company in certain circumstances
(1) ASIC may direct a proprietary company in writing to change to a public company within 2 months if it is satisfied that the company has contravened section 113 (requirements for proprietary…
Section 166 — Effect of change of type
(1) A change of type does not: (a) create a new legal entity; or (b) affect the company’s existing property, rights or obligations (except as against the members of the company in their capacity as…
Section 167 — Issue of shares by company or holding company—company limited by guarantee changing to company limited by shares
(1) If: (a) a company limited by guarantee changes type under this Part to a company limited by shares; and (b) that company, or another company that beneficially owns all the shares in that company,…
Section 167A — Who is covered by this Chapter
(1) This Chapter covers: (a) all companies; and (b) all registered schemes. (2) A registered scheme’s responsible entity: (a) must perform the obligations imposed under this Chapter in respect of the…
Section 167AA — Application of Part to company limited both by shares and by guarantee
(1) A company limited both by shares and by guarantee may change to one of the following types of companies under this Part: (a) a proprietary company limited by shares; (b) a public company limited…
Section 167AB — Simplified outline of this Part
This Part provides for mutual capital instruments (MCIs). An MCI is a share in a mutual entity that meets requirements relating to voting rights and other matters. Certain kinds of mutual entities…
Section 167AC — Meaning of MCI mutual entity
A mutual entity is an MCI mutual entity if: (a) the entity is a public company; and (b) the entity does not have voting shares (other than MCIs) quoted on a declared financial market; and (c) the…
Section 167AD — Meaning of MCI
(1) A share in a mutual entity is an MCI (short for mutual capital instrument) if: (a) paragraphs 167AC(a), (b), (c) and (d) apply to the entity; and (b) the share meets the requirements in sections…
Section 167AE — MCI requirements—class rights
A share in a mutual entity meets the requirement in this section if the rights attached to the share can be varied or cancelled only by special resolution of the company and either: (a) by special…
Section 167AF — MCI requirements—other requirements
A share in a mutual entity meets the requirements in this section if the entity’s constitution: (a) provides that the share can only be issued as a fully paid share; and (b) provides that dividends…
Section 167AG — MCIs must be cancelled before MCI mutual entity demutualises
A resolution of an MCI mutual entity that would result in the entity ceasing to be an MCI mutual entity can only take effect if: (a) there are no MCIs in the entity; or (b) the resolution provides…
Section 167AH — Purpose and application of this Division
(1) This Division sets out a special procedure for the constitution of a mutual entity to be amended to provide for the entity to issue MCIs. (2) This Division applies to a mutual entity that: (a) is…
Section 167AI — MCI amendment resolution
(1) An MCI amendment resolution is a resolution of the mutual entity to amend the entity’s constitution for one or more of the following purposes, and for no other purpose: (a) to include a statement…
Section 167AJ — Procedure for MCI amendment resolution
(1) This section applies to a meeting of the mutual entity’s members if: (a) notice of an MCI amendment resolution to be proposed at the meeting is given in accordance with paragraph 249L(1)(c); and…
Section 168 — Registers to be maintained
(1) A company or registered scheme must set up and maintain: (a) a register of members (see section 169); and (b) if the company or scheme grants options over unissued shares or interests—a register…
Section 169 — Register of members
General requirements (1) The register of members must contain the following information about each member: (a) the member’s name and address; (b) the date on which the entry of the member’s name in…
Section 170 — Register of option holders and copies of options documents
(1) The register of option holders must contain the following information about each holder of options over unissued shares in the company or unissued interests in the scheme: (a) the option holder’s…
Section 171 — Register of debenture holders
(1) The register of debenture holders must contain the following information about each holder of a debenture: (a) the debenture holder’s name and address; (b) the amount of the debentures held. Note…
Section 172 — Location of registers
(1) A register kept under this Chapter that relates to a company must be kept at: (a) the company’s registered office; or (b) the company’s principal place of business in this jurisdiction; or (c) a…
Section 173 — Right to inspect and get copies
Right to inspect (1) A company or registered scheme must allow anyone to inspect a register kept under this Chapter. If the register is not kept on a computer, the person inspects the register…
Section 174 — Agent’s obligations
(1) A person who agrees to maintain a register on behalf of a company or registered scheme for the purposes of this Chapter must: (a) make the register available for inspection under this Chapter;…
Section 175 — Correction of registers
(1) A company or registered scheme or a person aggrieved may apply to the Court to have a register kept by the company or scheme under this Part corrected. (2) If the Court orders the company or…
Section 176 — Evidentiary value of registers
In the absence of evidence to the contrary, a register kept under this Chapter is proof of the matters shown in the register under this Chapter.
Section 177 — Use of information on registers
(1) A person must not: (a) use information about a person obtained from a register kept under this Chapter to contact or send material to the person; or (b) disclose information of that kind knowing…
Section 178 — Overseas branch registers—companies
(1) A company may keep a branch register of members of the company at a place outside Australia. (2) If a company keeps an overseas branch register under subsection (1): (a) the company must keep the…
Section 178A — Notice of change to member register
(1) A proprietary company must notify ASIC within the time determined under section 178D and in the prescribed form, if: (a) it is required to add or alter a particular in the register it maintains…
Section 178AA — Overseas branch registers—Australian passport funds
(1) An Australian passport fund may keep a branch register of members of the fund outside Australia. (2) If an Australian passport fund keeps an overseas branch register under subsection (1): (a) the…
Section 178B — Top 20 only
If a proprietary company has more than 20 members, the company is only required to notify additions or alterations of particulars under section 178A that relate to a person who is, or as a result of…
Section 178C — Notice of change to share structure
(1) A proprietary company that is required to notify ASIC under section 178A of an addition or alteration must also notify ASIC, at the same time, of any of the following details in relation to the…
Section 178D — Time within which ASIC must be notified
A proprietary company must notify ASIC under section 178A within the time determined by this table. Time within which the company must notify ASIC Item If the need to add or alter a particular arises…
Section 179 — Simplified outline of this Part
This Part sets out some of the most significant duties of directors, secretaries, other officers and employees of corporations. Other duties are imposed by other provisions of this Act and other laws…
Section 180 — Care and diligence—civil obligation only
Care and diligence—directors and other officers (1) A director or other officer of a corporation must exercise their powers and discharge their duties with the degree of care and diligence that a…
Section 181 — Good faith—civil obligations
Good faith—directors and other officers (1) A director or other officer of a corporation must exercise their powers and discharge their duties: (a) in good faith in the best interests of the…
Section 182 — Use of position—civil obligations
Use of position—directors, other officers and employees (1) A director, secretary, other officer or employee of a corporation must not improperly use their position to: (a) gain an advantage for…
Section 183 — Use of information—civil obligations
Use of information—directors, other officers and employees (1) A person who obtains information because they are, or have been, a director or other officer or employee of a corporation must not…
Section 184 — Good faith, use of position and use of information—criminal offences
Good faith—directors and other officers (1) A director or other officer of a corporation commits an offence if they: (a) are reckless; or (b) are dishonest; and fail to exercise their powers and…
Section 185 — Interaction of sections 180 to 184 with other laws etc.
Sections 180 to 184: (a) have effect in addition to, and not in derogation of, any rule of law relating to the duty or liability of a person because of their office or employment in relation to a…
Section 186 — Territorial application of sections 180 to 184
Sections 180 to 184 do not apply to an act or omission by a director or other officer or employee of a foreign company unless the act or omission occurred in connection with: (a) the foreign company…
Section 187 — Directors of wholly-owned subsidiaries
A director of a corporation that is a wholly-owned subsidiary of a body corporate is taken to act in good faith in the best interests of the subsidiary if: (a) the constitution of the subsidiary…
Section 188 — Responsibility of secretaries etc. for certain corporate contraventions
Responsibility of company secretaries (1) A secretary of a company contravenes this subsection if the company contravenes any of the following provisions (each of which is a corporate responsibility…