Corporations Act 2001
Sections and provisions with full text and the judgments that cite each one.
Section 201T — Declaration by court of substantial compliance
(1) The Court may declare that a requirement set by section 201Q, 201R or 201S has been satisfied if the Court finds that it has been substantially satisfied. (2) A declaration may be made only on…
Section 201U — Consequences of setting board limit in breach of section 201P
Application (1) This section applies if the directors of the company set a board limit in contravention of subsection 201P(1). Board limit etc. ineffective (2) The board limit and anything done in…
Section 202A — Remuneration of directors (replaceable rule—see section 135)
(1) The directors of a company are to be paid the remuneration that the company determines by resolution. Note: Chapter 2E makes special provision for the payment of remuneration to the directors of…
Section 202B — Members may obtain information about directors’ remuneration
(1) A company must disclose the remuneration paid to each director of the company or a subsidiary (if any) by the company or by an entity controlled by the company if the company is directed to…
Section 202C — Special rule for single director/single shareholder proprietary companies
A person who is the only director and the only shareholder of a proprietary company is to be paid any remuneration for being a director that the company determines by resolution. The company may also…
Section 203A — Director may resign by giving written notice to company (replaceable rule—see section 135)
A director of a company may resign as a director of the company by giving a written notice of resignation to the company at its registered office.
Section 203AA — Resignation of directors—when resignation takes effect
When resignation takes effect (1) A person’s resignation as a director of a company takes effect on: (a) if, within 28 days after the day the person stopped being a director of the company, ASIC is…
Section 203CA — Resolution to remove directors—resolution is void if proprietary company has no other directors
(1) A resolution by members of a proprietary company to remove a director of the company is void if, at the end of the day that the resolution is to take effect, the company does not have at least…
Section 203AB — Resignation of directors—resignation has no effect if company has no other directors
(1) The resignation of a director of a company does not take effect if, at the end of the day that the resignation is to take effect, the company does not have at least one director. Note: For the…
Section 203B — Signpost to consequences of disqualification from managing corporations
A person ceases to be a director of a company if the person becomes disqualified from managing corporations under Part 2D.6 (see subsection 206A(2)) unless ASIC or the Court allows them to manage the…
Section 203C — Removal by members—proprietary companies (replaceable rule—see section 135)
A proprietary company: (a) may by resolution remove a director from office; and (b) may by resolution appoint another person as a director instead.
Section 203D — Removal by members—public companies
Resolution for removal of director (1) A public company may by resolution remove a director from office despite anything in: (a) the company’s constitution (if any); or (b) an agreement between the…
Section 203E — Director cannot be removed by other directors—public companies
A resolution, request or notice of any or all of the directors of a public company is void to the extent that it purports to: (a) remove a director from their office; or (b) require a director to…
Section 203F — Termination of appointment of managing director (replaceable rule—see section 135)
(1) A person ceases to be managing director if they cease to be a director. (2) The directors may revoke or vary an appointment of a managing director.
Section 204A — Minimum number of secretaries
Proprietary companies (1) A proprietary company is not required to have a secretary but, if it does have 1 or more secretaries, at least 1 of them must ordinarily reside in Australia. Public…
Section 204B — Who can be a secretary
(1) Only an individual who is at least 18 may be appointed as a secretary of a company. (2) A person who is disqualified from managing corporations under Part 2D.6 may only be appointed as a…
Section 204C — Consent to act as secretary
(1) A company contravenes this subsection if a person does not give the company a signed consent to act as secretary of the company before being appointed. (2) The company must keep the consent. (3)…
Section 204D — How a secretary is appointed
A secretary is to be appointed by the directors. Note 1: The company must notify ASIC of the appointment within 28 days (see subsection 205B(1)). Note 2: Section 188 deals with the responsibilities…
Section 204E — Effectiveness of acts by secretaries
(1) An act done by a secretary is effective even if their appointment, or the continuance of their appointment, is invalid because the company or secretary did not comply with the company’s…
Section 204F — Terms and conditions of office for secretaries (replaceable rule—see section 135)
A secretary holds office on the terms and conditions (including as to remuneration) that the directors determine.
Section 204G — Signpost to consequences of disqualification from managing corporations
A person ceases to be a secretary of a company if the person becomes disqualified from managing corporations under Part 2D.6 (see subsection 206A(2)) unless ASIC or the Court allows them to manage…
Section 205A — Director, secretary or alternate director may notify ASIC of resignation or retirement
(1) If a director, secretary or alternate director retires or resigns, they may give ASIC written notice of the retirement or resignation. The notice must be in the prescribed form. (2) To be…
Section 205B — Notice of name and address of directors and secretaries to ASIC
New directors or secretaries (1) A company must lodge with ASIC a notice of the personal details of a director or secretary within 28 days after they are appointed. The notice must be in the…
Section 205C — Director and secretary must give information to company
(1) A director, alternate director or secretary must give the company any information the company needs to comply with subsection 205B(1) or (2) within 7 days after their initial appointment unless…
Section 205D — Address for officers
Address is normally residential address (1) A person’s address for the purposes of a notice or application under subsection 5H(2), 117(2), 205B(1), (2) or (4) or 601BC(2) must be their usual…
Section 205E — ASIC’s power to ask for information about person’s position as director or secretary
(1) ASIC may ask a person, in writing, to inform ASIC: (a) whether the person is a director or secretary of a particular company; and (b) if the person is no longer a director or secretary of the…
Section 205F — Director must give information to company
(1) A director must give the company any information affecting or relating to the director that the company needs, or will need, to comply with Chapter 6. The director must give the information to…
Section 205G — Listed company—director to notify market operator of shareholdings etc.
Notifiable interests (1) A director of a listed public company must notify the relevant market operator in accordance with subsections (2), (3) and (4) of the following interests of the director: (a)…
Section 206A — Disqualified person not to manage corporations
(1) A person who is disqualified from managing corporations under this Part commits an offence if: (a) they make, or participate in making, decisions that affect the whole, or a substantial part, of…
Section 206BA — Extension of period of automatic disqualification under section 206B
(1) This section applies if: (a) under subsection 206B(1); or (b) as a result of the operation of subsection 279-5(1) of the Corporations (Aboriginal and Torres Strait Islander) Act 2006 and…
Section 206EA — Disqualification under the Competition and Consumer Act 2010 etc.
A person is disqualified from managing corporations if a court order disqualifying the person from managing corporations is in force under: (a) section 86E of the Competition and Consumer Act 2010;…
Section 206EAA — Court power of disqualification—disqualification under a law of a foreign jurisdiction
(1) On application by ASIC, the Court may disqualify a person from managing corporations for the period that the Court considers appropriate if: (a) the person is disqualified under the law of a…
Section 206GA — Involvement of ACCC—leave orders under section 206G
Scope of section (1) This section applies in relation to a person who is disqualified from managing corporations under section 206EA. Notice lodged with ASIC before leave application (2) If the…
Section 206GAA — ASIC’s power of disqualification—unrecovered payments under employee entitlements scheme
(1) ASIC may disqualify a person from managing corporations for up to 5 years if: (a) subsection (2) applies to the person in relation to 2 or more corporations; and (b) ASIC has given the person:…
Section 206HA — Limited application of Part to registrable Australian bodies
This Part does not apply in respect of an act or omission by a person while they are managing a corporation that is a registrable Australian body unless the act or omission occurred in connection…
Section 206HAA — Limited application of Part to notified foreign passport funds and their operators
This Part (except for subsection 206B(6) and section 206EAA) does not apply in respect of an act or omission by a person while they are managing a corporation that is either the operator of a…
Section 206B — Automatic disqualification—convictions, bankruptcy and foreign court orders etc.
Convictions (1) A person becomes disqualified from managing corporations if the person: (a) is convicted on indictment of an offence that: (i) concerns the making, or participation in making, of…
Section 206EAB — Court power of disqualification—unrecovered payments under employee entitlements scheme
(1) On application by ASIC, the Court may disqualify a person from managing corporations for a period that the Court considers appropriate if: (a) subsection (2) applies to the person in relation to…
Section 206EB — Disqualification under the ASIC Act
A person is disqualified from managing corporations if a court order disqualifying the person from managing corporations is in force under section 12GLD of the ASIC Act.
Section 206GAB — ASIC power to grant leave
ASIC may give a person who it has disqualified from managing corporations under this Part written permission to manage a particular corporation or corporations. The permission may be expressed to be…
Section 206HB — Part does not apply to Aboriginal and Torres Strait Islander corporations
This Part does not apply, of its own force, to disqualify a person from managing a corporation that is an Aboriginal and Torres Strait Islander corporation. Note 1: Subsection 279-5(5) of the…
Section 206C — Court power of disqualification—contravention of civil penalty provision
(1) On application by ASIC, the Court may disqualify a person from managing corporations for a period that the Court considers appropriate if: (a) a declaration is made under: (i) section 1317E…
Section 206D — Court power of disqualification—insolvency and non-payment of debts
(1) On application by ASIC, the Court may disqualify a person from managing corporations for up to 20 years if: (a) within the last 7 years, the person has been an officer of 2 or more corporations…
Section 206E — Court power of disqualification—repeated contraventions of Act
(1) On application by ASIC, the Court may disqualify a person from managing corporations for the period that the Court considers appropriate if: (a) the person: (i) has at least twice been an officer…
Section 206F — ASIC’s power of disqualification
Power to disqualify (1) ASIC may disqualify a person from managing corporations for up to 5 years if: (a) within 7 years immediately before ASIC gives a notice under paragraph (b)(i): (i) the person…
Section 206G — Court power to grant leave
(1) A person who is disqualified from managing corporations may apply to the Court for leave to manage: (a) corporations; or (b) a particular class of corporations; or (c) a particular corporation;…
Section 206H — Limited application of Part to foreign companies
This Part (except for subsection 206B(6) and section 206EAA) does not apply in respect of an act or omission by a person while they are managing a corporation that is a foreign company unless the act…
Section 206J — No hedging of remuneration of key management personnel
(1) A member of the key management personnel for a company that is a disclosing entity, or a closely related party of such a member, must not enter into an arrangement (with anyone) if the…
Section 206K — Board to approve remuneration consultants
(1) This section applies to a contract (a remuneration consultancy contract): (a) that is for services that include making a remuneration recommendation in relation to one or more members of the key…
Section 206L — Remuneration recommendation by remuneration consultants
(1) This section applies to a remuneration recommendation made by a remuneration consultant in relation to one or more members of the key management personnel for a company that is a disclosing…