Corporations Act 2001

Sections and provisions with full text and the judgments that cite each one.

Section 248B — Resolutions and declarations of 1 director proprietary companies

Resolutions (1) The director of a proprietary company that has only 1 director may pass a resolution by recording it and signing the record. Declarations (2) The director of a proprietary company…

Section 248C — Calling directors’ meetings (replaceable rule see section 135)

A directors’ meeting may be called by a director giving reasonable notice individually to every other director. Note: A director who has appointed an alternate director may ask for the notice to be…

Section 248D — Use of technology

(1) A directors’ meeting may be called or held using any technology. (2) Without limiting subsection (1), a directors’ meeting may be held: (a) at one or more physical venues; or (b) at one or more…

Section 248E — Chairing directors’ meetings (replaceable rule see section 135)

(1) The directors may elect a director to chair their meetings. The directors may determine the period for which the director is to be the chair. (2) The directors must elect a director present to…

Section 248F — Quorum at directors’ meetings (replaceable rule see section 135)

Unless the directors determine otherwise, the quorum for a directors’ meeting is 2 directors and the quorum must be present at all times during the meeting. Note 1: For special quorum rules for…

Section 248G — Passing of directors’ resolutions (replaceable rule see section 135)

(1) A resolution of the directors must be passed by a majority of the votes cast by directors entitled to vote on the resolution. (2) The chair has a casting vote if necessary in addition to any vote…

Section 249A — Circulating resolutions of proprietary companies with more than 1 member

(1) This section applies to resolutions of the members of proprietary companies that this Act or, if a company has a constitution, the company’s constitution requires or permits to be passed at a…

Section 249CA — Calling of meetings of members of a listed company by a director

(1) A director may call a meeting of the company’s members. (2) This section only applies to a company that is listed. (3) This section applies despite anything in the company’s constitution.

Section 249HA — Amount of notice of meetings of listed company

(1) Despite section 249H, at least 28 days notice must be given of a meeting of a company’s members. (2) This section only applies to a company that is listed. (3) This section applies despite…

Section 249LA — Notice of meeting not required to contain certain information

(1) The regulations may provide that a notice of a meeting of a company’s members is not required by section 249L or otherwise to include information specified in the regulations if any conditions…

Section 249RA — Place and time of meetings and presence at meetings

(1) The place at which a meeting of the members of a company is held is taken to be: (a) if the meeting is held at only one physical venue (whether or not it is also held using virtual meeting…

Section 249B — Resolutions of 1 member companies

(1) A company that has only 1 member may pass a resolution by the member recording it and signing the record. (2) If this Act requires information or a document relating to the resolution to be…

Section 249C — Calling of meetings of members by a director (replaceable rule—see section 135)

A director may call a meeting of the company’s members.

Section 249D — Calling of general meeting by directors when requested by members

(1) The directors of a company must call and arrange to hold a general meeting on the request of members with at least 5% of the votes that may be cast at the general meeting. (2) The request must:…

Section 249E — Failure of directors to call general meeting

(1) Members with more than 50% of the votes of all of the members who make a request under section 249D may call and arrange to hold a general meeting if the directors do not do so within 21 days…

Section 249F — Calling of general meetings by members

(1) Members with at least 5% of the votes that may be cast at a general meeting of the company may call, and arrange to hold, a general meeting. The members calling the meeting must pay the expenses…

Section 249G — Calling of meetings of members by the Court

(1) The Court may order a meeting of the company’s members to be called if it is impracticable to call the meeting in any other way. (2) The Court may make the order on application by: (a) any…

Section 249H — Amount of notice of meetings

General rule (1) Subject to subsection (2), at least 21 days notice must be given of a meeting of a company’s members. However, if a company has a constitution, it may specify a longer minimum period…

Section 249J — Notice of meetings of members to members and directors

Notice to members and directors individually (1) Written notice of a meeting of a company’s members must be given individually to each member entitled to vote at the meeting and to each director.…

Section 249K — Auditor entitled to notice and other communications

(1) A company must give its auditor: (a) notice of a general meeting in the same way that a member of the company is entitled to receive notice; and (b) any other communications relating to the…

Section 249L — Contents of notice of meetings of members

(1) A notice of a meeting of a company’s members must: (a) set out: (i) if there is only one location at which the members who are entitled to physically attend the meeting may do so—the date, time…

Section 249M — Notice of adjourned meetings (replaceable rule—see section 135)

When a meeting is adjourned, new notice of the resumed meeting must be given if the meeting is adjourned for 1 month or more.

Section 249N — Members’ resolutions

(1) The following members may give a company notice of a resolution that they propose to move at a general meeting: (a) members with at least 5% of the votes that may be cast on the resolution; or…

Section 249O — Company giving notice of members’ resolutions

(1) If a company has been given notice of a resolution under section 249N, the resolution is to be considered at the next general meeting that occurs more than 2 months after the notice is given. (2)…

Section 249P — Members’ statements to be distributed

(1) Members may request a company to give to all its members a statement provided by the members making the request about: (a) a resolution that is proposed to be moved at a general meeting; or (b)…

Section 249Q — Purpose

A meeting of a company’s members must be held for a proper purpose.

Section 249R — How meetings of members may be held

A company may hold a meeting of its members: (a) at one or more physical venues; or (b) at one or more physical venues and using virtual meeting technology; or (c) using virtual meeting technology…

Section 249S — Reasonable opportunity to participate

(1) A company that holds a meeting of its members must give the members entitled to attend the meeting, as a whole, a reasonable opportunity to participate in the meeting. Note: Section 1322 provides…

Section 249T — Quorum (replaceable rule—see section 135)

(1) The quorum for a meeting of a company’s members is 2 members and the quorum must be present at all times during the meeting. Note: For single member companies, see section 249B. (2) In…

Section 249U — Chairing meetings of members (replaceable rule—see section 135)

(1) The directors may elect an individual to chair meetings of the company’s members. (2) The directors at a meeting of the company’s members must elect an individual present to chair the meeting (or…

Section 249V — Auditor’s right to be heard at general meetings

(1) A company’s auditor is entitled to attend any general meeting of the company. Note: Section 250RA imposes on the auditor of a listed public company an obligation to attend or be represented at…

Section 249W — Adjourned meetings

When resolution passed (1) A resolution passed at a meeting resumed after an adjournment is passed on the day it was passed. Business at adjourned meetings (replaceable rule—see section 135) (2) Only…

Section 249X — Who can appoint a proxy (replaceable rule for proprietary companies and mandatory rule for public companies—see section 135)

(1) A member of a company who is entitled to attend and cast a vote at a meeting of the company’s members may appoint a person as the member’s proxy to attend and vote for the member at the meeting.…

Corporations Act 2001

Section 248B — Resolutions and declarations of 1 director proprietary companies

Section 248C — Calling directors’ meetings (replaceable rule see section 135)

Section 248D — Use of technology

Section 248E — Chairing directors’ meetings (replaceable rule see section 135)

Section 248F — Quorum at directors’ meetings (replaceable rule see section 135)

Section 248G — Passing of directors’ resolutions (replaceable rule see section 135)

Section 249A — Circulating resolutions of proprietary companies with more than 1 member

Section 249CA — Calling of meetings of members of a listed company by a director

Section 249HA — Amount of notice of meetings of listed company

Section 249LA — Notice of meeting not required to contain certain information

Section 249RA — Place and time of meetings and presence at meetings

Section 249B — Resolutions of 1 member companies

Section 249C — Calling of meetings of members by a director (replaceable rule—see section 135)

Section 249D — Calling of general meeting by directors when requested by members

Section 249E — Failure of directors to call general meeting

Section 249F — Calling of general meetings by members

Section 249G — Calling of meetings of members by the Court

Section 249H — Amount of notice of meetings

Section 249J — Notice of meetings of members to members and directors

Section 249K — Auditor entitled to notice and other communications

Section 249L — Contents of notice of meetings of members

Section 249M — Notice of adjourned meetings (replaceable rule—see section 135)

Section 249N — Members’ resolutions

Section 249O — Company giving notice of members’ resolutions

Section 249P — Members’ statements to be distributed

Section 249Q — Purpose

Section 249R — How meetings of members may be held

Section 249S — Reasonable opportunity to participate

Section 249T — Quorum (replaceable rule—see section 135)

Section 249U — Chairing meetings of members (replaceable rule—see section 135)

Section 249V — Auditor’s right to be heard at general meetings

Section 249W — Adjourned meetings

Section 249X — Who can appoint a proxy (replaceable rule for proprietary companies and mandatory rule for public companies—see section 135)

Section 249Y — Rights of proxies

Section 249Z — Company sending appointment forms or lists of proxies must send to all members

Section 250A — Appointing a proxy

Section 250BA — Proxy documents—listed companies

Section 250JA — Certain resolutions must be decided on a poll—listed companies

Section 250MA — Requirements for a special resolution

Section 250PA — Written questions to auditor submitted by members of listed company before AGM

Section 250PAA — Exemptions by ASIC—class orders relating to externally-administered companies

Section 250RA — Auditor required to attend listed company’s AGM

Section 250SA — Listed company—remuneration report

Section 250B — Proxy documents

Section 250BB — Proxy vote if appointment specifies way to vote

Section 250PAB — Exemptions by ASIC—individual externally-administered companies

Section 250BC — Transfer of non-chair proxy to chair in certain circumstances

Section 250C — Validity of proxy vote

Section 250BD — Proxy voting by key management personnel or closely related parties

Section 250D — Body corporate representative