Corporations Act 2001
Sections and provisions with full text and the judgments that cite each one.
Section 206M — Declaration by remuneration consultant
(1) This section applies to a remuneration consultant who makes a remuneration recommendation in relation to one or more members of the key management personnel for a company that is a disclosing…
Section 207 — Purpose
The rules in this Chapter are designed to protect the interests of a public company’s members as a whole, by requiring member approval for giving financial benefits to related parties that could…
Section 208 — Need for member approval for financial benefit
(1) For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company: (a) the public company or entity must: (i) obtain the…
Section 209 — Consequences of breach
(1) If the public company or entity contravenes section 208: (a) the contravention does not affect the validity of any contract or transaction connected with the giving of the benefit; and (b) the…
Section 210 — Arm’s length terms
Member approval is not needed to give a financial benefit on terms that: (a) would be reasonable in the circumstances if the public company or entity and the related party were dealing at arm’s…
Section 211 — Remuneration and reimbursement for officer or employee
Benefits that are reasonable remuneration (1) Member approval is not needed to give a financial benefit if: (a) the benefit is remuneration to a related party as an officer or employee of the…
Section 212 — Indemnities, exemptions, insurance premiums and payment for legal costs for officers
Indemnities, exemptions and insurance premiums (1) Member approval is not needed to give a financial benefit if: (a) the benefit is for a related party who is an officer of the public company or…
Section 213 — Small amounts given to related entity
(1) Member approval is not needed to give a financial benefit to a related party in a financial year if the total of the following amounts or values is less than or equal to the amount prescribed by…
Section 214 — Benefit to or by closely-held subsidiary
(1) Member approval is not needed to give a financial benefit if the benefit is given: (a) by a body corporate to a closely-held subsidiary of the body; or (b) by a closely-held subsidiary of a body…
Section 215 — Benefits to members that do not discriminate unfairly
Member approval is not needed to give a financial benefit if: (a) the benefit is given to the related party in their capacity as a member of the public company; and (b) giving the benefit does not…
Section 216 — Court order
Member approval is not needed to give a financial benefit under an order of a court.
Section 217 — Resolution may specify matters by class or kind
A resolution under this Division may specify anything either in particular or by reference to class or kind.
Section 218 — Company must lodge material that will be put to members with ASIC
(1) At least 14 days before the notice convening the relevant meeting is given, the public company must lodge: (a) a proposed notice of meeting setting out the text of the proposed resolution; and…
Section 219 — Requirements for explanatory statement to members
(1) The proposed explanatory statement lodged under section 218 must be in writing and set out: (a) the related parties to whom the proposed resolution would permit financial benefits to be given;…
Section 220 — ASIC may comment on proposed resolution
(1) Within 14 days after a public company lodges documents under section 218, ASIC may give to the company written comments on those documents (other than comments about whether the proposed…
Section 221 — Requirements for notice of meeting
The notice convening the meeting: (a) must be the same, in all material respects, as the proposed notice lodged under section 218; and (b) must be accompanied by an explanatory statement that is the…
Section 222 — Other material put to members
Each document (if any) that: (a) did not accompany the notice convening the meeting; and (b) was given to members of the public company before or at the meeting by: (i) the public company; or (ii) a…
Section 223 — Proposed resolution cannot be varied
The resolution must be the same as the proposed resolution set out in the proposed notice lodged under section 218.
Section 224 — Voting by or on behalf of related party interested in proposed resolution
(1) At a general meeting, a vote on a proposed resolution under this Division must not be cast (in any capacity) by or on behalf of: (a) a related party of the public company to whom the resolution…
Section 225 — Voting on the resolution
(1) If any votes on the resolution are cast in contravention of subsection 224(1), it must be the case that the resolution would still be passed even if those votes were disregarded. (2) If a poll…
Section 226 — Notice of resolution to be lodged
The public company must lodge a notice setting out the text of the resolution within 14 days after the resolution is passed.
Section 227 — Declaration by court of substantial compliance
(1) The Court may declare that the conditions prescribed by this Division have been satisfied if it finds that they have been substantially satisfied. (2) A declaration may be made only on the…
Section 228 — Related parties
Controlling entities (1) An entity that controls a public company is a related party of the public company. Directors and their spouses (2) The following persons are related parties of a public…
Section 229 — Giving a financial benefit
(1) In determining whether a financial benefit is given for the purposes of this Act: (a) give a broad interpretation to financial benefits being given, even if criminal or civil penalties may be…
Section 230 — General duties still apply
A director is not relieved from any of their duties under this Act (including sections 180 and 184), or their fiduciary duties, in connection with a transaction merely because the transaction is…
Section 231 — Membership of a company
A person is a member of a company if they: (a) are a member of the company on its registration; or (b) agree to become a member of the company after its registration and their name is entered on the…
Section 232 — Grounds for Court order
The Court may make an order under section 233 if: (a) the conduct of a company’s affairs; or (b) an actual or proposed act or omission by or on behalf of a company; or (c) a resolution, or a proposed…
Section 233 — Orders the Court can make
(1) The Court can make any order under this section that it considers appropriate in relation to the company, including an order: (a) that the company be wound up; (b) that the company’s existing…
Section 234 — Who can apply for order
An application for an order under section 233 in relation to a company may be made by: (a) a member of the company, even if the application relates to an act or omission that is against: (i) the…
Section 235 — Requirement for person to lodge order
(1) If an order is made under section 233, the applicant must lodge a copy of the order with ASIC within 14 days after it is made. (2) An offence based on subsection (1) is an offence of strict…
Section 236 — Bringing, or intervening in, proceedings on behalf of a company
(1) A person may bring proceedings on behalf of a company, or intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for those…
Section 237 — Applying for and granting leave
(1) A person referred to in paragraph 236(1)(a) may apply to the Court for leave to bring, or to intervene in, proceedings. (2) The Court must grant the application if it is satisfied that: (a) it is…
Section 238 — Substitution of another person for the person granted leave
(1) Any of the following persons may apply to the Court for an order that they be substituted for a person to whom leave has been granted under section 237: (a) a member, former member, or a person…
Section 239 — Effect of ratification by members
(1) If the members of a company ratify or approve conduct, the ratification or approval: (a) does not prevent a person from bringing or intervening in proceedings with leave under section 237 or from…
Section 240 — Leave to discontinue, compromise or settle proceedings brought, or intervened in, with leave
Proceedings brought or intervened in with leave must not be discontinued, compromised or settled without the leave of the Court.
Section 241 — General powers of the Court
(1) The Court may make any orders, and give any directions, that it considers appropriate in relation to proceedings brought or intervened in with leave, or an application for leave, including: (a)…
Section 242 — Power of the Court to make costs orders
The Court may at any time make any orders it considers appropriate about the costs of the following persons in relation to proceedings brought or intervened in with leave under section 237 or an…
Section 246B — Varying and cancelling class rights
If constitution sets out procedure (1) If a company has a constitution that sets out the procedure for varying or cancelling: (a) for a company with a share capital—rights attached to shares in a…
Section 246C — Certain actions taken to vary rights etc.
Company with share capital (1) If the shares in a class of shares in a company are divided into further classes, and after the division the rights attached to all of those shares are not the same:…
Section 246D — Variation, cancellation or modification without unanimous support of class
(1) If members in a class do not all agree (whether by resolution or written consent) to: (a) a variation or cancellation of their rights; or (b) a modification of the company’s constitution (if any)…
Section 246E — Variation, cancellation or modification with unanimous support of class
If the members in a class all agree (whether by resolution or written consent) to the variation, cancellation or modification, it takes effect: (a) if no later date is specified in the resolution or…
Section 246F — Company must lodge documents and resolutions with ASIC
(1) A company must lodge with ASIC a notice in the prescribed form setting out particulars of any of the following: (a) a division of shares in the company into classes if the shares were not…
Section 246G — Member’s copies of documents and resolutions
(1) A member of a company may ask the company in writing for a copy of a document or resolution referred to in section 246F. The company must send the copy to the member. (1A) An offence based on…
Section 246H — Application of this Part to MCI mutual entities that are companies limited by guarantee
For the purposes of applying this Part to an MCI mutual entity that is a company limited by guarantee, treat the entity: (a) in relation to a person who holds MCIs in the entity—as a company with a…
Section 247A — Order for inspection of books of company or registered scheme
(1) On application by a member of a company or registered scheme, the Court may make an order: (a) authorising the applicant to inspect books of the company or scheme; or (b) authorising another…
Section 247B — Ancillary orders
If the Court makes an order under section 247A, the Court may make any other orders it considers appropriate, including either or both of the following: (a) an order limiting the use that a person…
Section 247C — Disclosure of information acquired in inspection
(1) A person who inspects books on behalf of an applicant under section 247A must not disclose information obtained during the inspection. (2) Subsection (1) does not apply to the extent that the…
Section 247D — Company or directors may allow member to inspect books (replaceable rule see section 135)
The directors of a company, or the company by a resolution passed at a general meeting, may authorise a member to inspect books of the company.
Section 247E — Shareholding does not prevent compensation claim
A person is not prevented from obtaining damages or other compensation from a company only because the person: (a) holds, or has held, shares in the company; or (b) has subscribed for shares in the…
Section 248A — Circulating resolutions of companies with more than 1 director (replaceable rule see section 135)
Resolutions (1) The directors of a company may pass a resolution without a directors’ meeting being held if all the directors entitled to vote on the resolution sign a document containing a statement…