Corporations Act 2001
Sections and provisions with full text and the judgments that cite each one.
Section 189 — Reliance on information or advice provided by others
If: (a) a director relies on information, or professional or expert advice, given or prepared by: (i) an employee of the corporation whom the director believes on reasonable grounds to be reliable…
Section 190 — Responsibility for actions of delegate
(1) If the directors delegate a power under section 198D, a director is responsible for the exercise of the power by the delegate as if the power had been exercised by the directors themselves. (2) A…
Section 190A — Limited application of Division to registrable Australian bodies
This Division does not apply to an act or omission by a director or other officer or employee of a corporation that is a registrable Australian body unless the act or omission occurred in connection…
Section 190B — Division does not apply to Aboriginal and Torres Strait Islander corporations
This Division does not apply to a corporation that is an Aboriginal and Torres Strait Islander corporation. Note: Division 265 of the Corporations (Aboriginal and Torres Strait Islander) Act 2006…
Section 190C — Division does not apply in relation to notified foreign passport funds or their operators
This Division does not apply to an act or omission by a person, if: (a) the act or omission is in the person’s capacity as a director, other officer or employee of a notified foreign passport fund;…
Section 191 — Material personal interest—director’s duty to disclose
Director’s duty to notify other directors of material personal interest when conflict arises (1) A director of a company who has a material personal interest in a matter that relates to the affairs…
Section 192 — Director may give other directors standing notice about an interest
Power to give notice (1) A director of a company who has an interest in a matter may give the other directors standing notice of the nature and extent of the interest in the matter in accordance with…
Section 193 — Interaction of sections 191 and 192 with other laws etc.
Sections 191 and 192 have effect in addition to, and not in derogation of: (a) any general law rule about conflicts of interest; and (b) any provision in a company’s constitution (if any) that…
Section 194 — Voting and completion of transactions—directors of proprietary companies (replaceable rule—see section 135)
If a director of a proprietary company has a material personal interest in a matter that relates to the affairs of the company and: (a) under section 191 the director discloses the nature and extent…
Section 195 — Restrictions on voting—directors of public companies only
Restrictions on voting and being present (1) A director of a public company who has a material personal interest in a matter that is being considered at a directors’ meeting must not: (a) be present…
Section 196 — ASIC power to make declarations and class orders
ASIC’s power to make specific declarations (1) ASIC may declare in writing that a director of a public company who has a material personal interest in a matter that is being, or is to be, considered…
Section 197 — Directors liable for debts and other obligations incurred by corporation as trustee
(1) A person who is a director of a corporation when it incurs a liability while acting, or purporting to act, as trustee, is liable to discharge the whole or a part of the liability if the…
Section 198A — Powers of directors (replaceable rule—see section 135)
(1) The business of a company is to be managed by or under the direction of the directors. Note: See section 198E for special rules about the powers of directors who are the single…
Section 198B — Negotiable instruments (replaceable rule—see section 135)
(1) Any 2 directors of a company that has 2 or more directors, or the director of a proprietary company that has only 1 director, may sign, draw, accept, endorse or otherwise execute a negotiable…
Section 198C — Managing director (replaceable rule—see section 135)
(1) The directors of a company may confer on a managing director any of the powers that the directors can exercise. (2) The directors may revoke or vary a conferral of powers on the managing director.
Section 198D — Delegation
(1) Unless the company’s constitution provides otherwise, the directors of a company may delegate any of their powers to: (a) a committee of directors; or (b) a director; or (c) an employee of the…
Section 198E — Single director/shareholder proprietary companies
Powers of director (1) The director of a proprietary company who is its only director and only shareholder may exercise all the powers of the company except any powers that this Act or the company’s…
Section 198F — Right of access to company books
Right while director (1) A director of a company may inspect the books of the company (other than its financial records) at all reasonable times for the purposes of a legal proceeding: (a) to which…
Section 198G — Exercise of powers while company under external administration
Powers of officers while company under external administration (1) While a company is under external administration, an officer of the company must not perform or exercise a function or power of that…
Section 199A — Indemnification and exemption of officer or auditor
Exemptions not allowed (1) A company or a related body corporate must not exempt a person (whether directly or through an interposed entity) from a liability to the company incurred as an officer or…
Section 199B — Insurance premiums for certain liabilities of director, secretary, other officer or auditor
(1) A company or a related body corporate must not pay, or agree to pay, a premium for a contract insuring a person who is or has been an officer or auditor of the company against a liability (other…
Section 199C — Certain indemnities, exemptions, payments and agreements not authorised and certain documents void
(1) Sections 199A and 199B do not authorise anything that would otherwise be unlawful. (2) Anything that purports to indemnify or insure a person against a liability, or exempt them from a liability,…
Section 200 — Interpreting this Division
For the purposes of this Division, in determining whether a benefit is given: (a) give a broad interpretation to benefits being given, even if criminal or civil penalties may be involved; and (b) the…
Section 200A — When benefit given in connection with retirement from an office or position
General rules (1) For the purposes of this Division: (a) a benefit is given in connection with a person’s retirement from an office or position if the benefit is given: (i) by way of compensation…
Section 200AA — Meaning of managerial or executive office
If the company is a disclosing entity (1) For a company to which section 300A applies for the previous financial year for the company, a person holds a managerial or executive office in the company…
Section 200AB — Meaning of benefit
(1) For the purposes of this Division, a benefit includes any of the following: (a) a payment or other valuable consideration; (b) any kind of real or personal property; (c) any legal or equitable…
Section 200B — Retirement benefits generally need membership approval
Benefits in connection with retirement if person has held a managerial or executive office (1) An entity mentioned in subsection (1AA) must not give a person a benefit in connection with a person’s…
Section 200C — Benefits on transfer of undertaking or property need membership approval
(1) A person must not give a benefit to a person who: (a) holds, or has at any previous time held, a managerial or executive office in a company or a related body corporate; or (b) is the spouse of a…
Section 200D — Contravention to receive benefit without member approval
(1) A person who: (a) holds, or has at any previous time held, a managerial or executive office in a company or related body corporate; or (b) is the spouse of a person referred to in paragraph (a);…
Section 200E — Approval by members
Conditions for member approval (1) For the purposes of section 200B, the conditions set out in subsections (1B), (2) and (2A) must be satisfied for there to be member approval under this section for…
Section 200F — Exempt benefits and benefits given in certain circumstances
(1) Subsection 200B(1) does not apply to: (a) a benefit that is a payment made in respect of leave of absence to which the person is entitled under an industrial instrument; or (aa) a benefit given…
Section 200G — Genuine payments of pension and lump sum
(1) Subsection 200B(1) does not apply to a benefit if: (a) the benefit is a payment in connection with a person’s retirement from an office or position in a company or a related body corporate; and…
Section 200H — Benefits required by law
Subsection 200B(1) does not apply to a benefit given by a person if failure to give the benefit would constitute a contravention of a law in force in Australia or elsewhere (otherwise than because of…
Section 200J — Benefits to be held on trust and repaid
(1) If an entity (the giver) contravenes section 200B by giving a benefit to a person (the recipient), then the amount of the benefit, or the money value of the benefit if it is not a payment: (a) is…
Section 201A — Minimum number of directors
Proprietary companies (1) A proprietary company must have at least 1 director. That director must ordinarily reside in Australia. (1A) However, a proprietary company must have at least 2 directors…
Section 201B — Who can be a director
(1) Only an individual who is at least 18 may be appointed as a director of a company. (2) A person who is disqualified from managing corporations under Part 2D.6 may only be appointed as director of…
Section 201D — Consent to act as director
(1) A company contravenes this subsection if a person does not give the company a signed consent to act as a director of the company before being appointed. (2) The company must keep the consent. (3)…
Section 201E — Special rules for the appointment of public company directors
(1) A resolution passed at a general meeting of a public company appointing or confirming the appointment of 2 or more directors is void unless: (a) the meeting has resolved that the appointments or…
Section 201F — Special rules for the appointment of directors for single director/single shareholder proprietary companies
(1) The director of a proprietary company who is its only director and only shareholder may appoint another director by recording the appointment and signing the record. Appointment of new director…
Section 201G — Company may appoint a director (replaceable rule—see section 135)
A company may appoint a person as a director by resolution passed in general meeting.
Section 201H — Directors may appoint other directors (replaceable rule—see section 135)
Appointment by other directors (1) The directors of a company may appoint a person as a director. A person can be appointed as a director in order to make up a quorum for a directors’ meeting even if…
Section 201J — Appointment of managing directors (replaceable rule—see section 135)
The directors of a company may appoint 1 or more of themselves to the office of managing director of the company for the period, and on the terms (including as to remuneration), as the directors see…
Section 201K — Alternate directors (replaceable rule—see section 135)
(1) With the other directors’ approval, a director may appoint an alternate to exercise some or all of the director’s powers for a specified period. (2) If the appointing director requests the…
Section 201L — Signpost—ASIC to be notified of appointment
Under section 205B, a company must notify ASIC within 28 days if a person is appointed as a director or as an alternate director.
Section 201M — Effectiveness of acts by directors
(1) An act done by a director is effective even if their appointment, or the continuance of their appointment, is invalid because the company or director did not comply with the company’s…
Section 201N — Application of Subdivision
(1) This Subdivision applies in relation to a public company if its constitution allows its directors to set a limit (a board limit) whose effect is to restrict the number of directors of the company…
Section 201P — Directors must not set board limit unless proposed limit has been approved by general meeting
(1) The directors must not set a board limit unless: (a) a resolution (a board limit resolution) approving the proposal to set the limit specified in the resolution has been passed by a general…
Section 201Q — Requirements for explanatory statement to members
The statement accompanying the notice of a general meeting stating an intention to propose the board limit resolution must be in writing and set out clearly, concisely and effectively: (a) the…
Section 201R — Records of voting on board limit resolution if poll required
(1) This section applies if a poll is duly demanded, or is otherwise required under section 250JA, on the question that the board limit resolution be passed. (2) For each member of the company who…
Section 201S — Notice of resolution to be lodged
The company must lodge a notice setting out the text of the board limit resolution within 14 days after the resolution is passed.