Commonwealth: Corporations Act 2001 (Cth)

Corporations Act 2001 No. 50, 2001 Compilation No. 140 Compilation date: 21 February 2025 Includes amendments: Act No. 14, 2025 and Act No. 15, 2025 This compilation is in 7 volumes Volume 1: sections 1–260E Volume 2: sections 283AA–600K Volume 3: sections 601–742 Volume 4: sections 760A–994Q Volume 5: sections 1010A–1243A Volume 6: sections 1272–1710 Volume 7: Schedules Endnotes Each volume has its own contents About this compilation This compilation This is a compilation of the Corporations Act 2001 that shows the text of the law as amended and in force on 21 February 2025 (the compilation date). The notes at the end of this compilation (the endnotes) include information about amending laws and the amendment history of provisions of the compiled law. Uncommenced amendments The effect of uncommenced amendments is not shown in the text of the compiled law. Any uncommenced amendments affecting the law are accessible on the Register (www.legislation.gov.au). The details of amendments made up to, but not commenced at, the compilation date are underlined in the endnotes. For more information on any uncommenced amendments, see the Register for the compiled law. Application, saving and transitional provisions for provisions and amendments If the operation of a provision or amendment of the compiled law is affected by an application, saving or transitional provision that is not included in this compilation, details are included in the endnotes. Editorial changes For more information about any editorial changes made in this compilation, see the endnotes. Modifications If the compiled law is modified by another law, the compiled law operates as modified but the modification does not amend the text of the law. Accordingly, this compilation does not show the text of the compiled law as modified. For more information on any modifications, see the Register for the compiled law. Self‑repealing provisions If a provision of the compiled law has been repealed in accordance with a provision of the law, details are included in the endnotes. Contents Chapter 1—Introductory Part 1.1—Preliminary 1 Short title 2 Commencement 3 Constitutional basis for this Act 4 Referring States 5 General territorial application of Act 5A Application to the Crown 5B ASIC has general administration of this Act Part 1.1A—Interaction between Corporations legislation and State and Territory laws 5D Coverage of Part 5E Concurrent operation intended 5F Corporations legislation does not apply to matters declared by State or Territory law to be an excluded matter 5G Avoiding direct inconsistency arising between the Corporations legislation and State and Territory laws 5H Registration of body as company on basis of State or Territory law 5I Regulations may modify operation of the Corporations legislation to deal with interaction between that legislation and State and Territory laws Part 1.2—Interpretation Division 1—General 5J Simplified outline of this Part 6 Effect of this Part 7 Identifying defined terms 9 Dictionary 9AA Certain family relationships 9AB Meaning of asset 9AC Meaning of director 9AD Meaning of officer 9A Meaning of rights issue 9B Meaning of remuneration recommendation 9D Meaning of declared financial market Division 2—Meaning of associate 10 Effect of Division 11 Associates of bodies corporate 12 References in Chapters 6 to 6C, and other references relating to voting power and takeovers etc. 13 References in Chapter 7 15 General 16 Exclusions 17 Associates of composite person that carries on a financial services business Division 3—Carrying on business 18 Carrying on business: otherwise than for profit 19 Businesses of a particular kind 20 Carrying on a business: alone or together with others 21 Carrying on business in Australia or a State or Territory Division 5A—Types of company 45A Meaning of proprietary company, small proprietary company and large proprietary company 45B Meaning of small company limited by guarantee Division 6—Subsidiaries and related bodies corporate 46 Meaning of subsidiary—general 47 Control of a body corporate's board 48 Matters to be disregarded 49 References in this Division to a subsidiary 50 Meaning of related body corporate 50AAA Meaning of associated entity 50AA Meaning of control Division 7—Meaning of some other expressions 51F Meaning of PPSA retention of title property 51M Meaning of mutual entity 52A Signing 53 Meaning of affairs—body corporate other than a CCIV 53AAA Meaning of affairs—CCIV 53AA Meaning of business affairs—body corporate 53AB Meaning of business affairs—natural person 53AC Meaning of business affairs—partnership 53AD Meaning of business affairs—trust 57 Classes of shares or interests in managed investment schemes 57A Meaning of corporation 58AA Meaning of court and Court 58B Discharge of obligations under this Act 59 Debentures as consideration for acquisition of shares 60 Declaration of relevant relationships 64A Meaning of entity 64B Entities connected with a corporation 65 Eligible money market dealer 66A Meaning of exempt body corporate 70 Extension of period for doing an act 73A When a court is taken to find a person guilty of an offence 75 Inclusion in official list 79 Involvement in contraventions 80 Jervis Bay Territory taken to be part of the Australian Capital Territory 82 Offers and invitations to the public 86 Possession 88A Meaning of public document 88B Meaning of qualified accountant 89 Meaning of qualified privilege 90 Receivers and managers 91 Meaning of relation‑back day 92 Meaning of securities 95A Meaning of solvent and insolvent Division 8—Miscellaneous interpretation rules 100 Address of registered office etc. 100A Operation of certain laws relating to instruments on which stamp duty has not been paid 101 Amount of stock representing a number of shares 102 Applications to be in writing 102B Meaning of in this jurisdiction or elsewhere and outside this jurisdiction 102C Meaning of in Australia 103 Effect of certain contraventions of this Act 104 Effect of provisions empowering a person to require or prohibit conduct 105 Calculation of time 105A When is an electronic communication sent and received 105B Place where an electronic communication is sent or received 107 Notice in relation to top 20 members of a class 108 Parts of dollar to be disregarded in determining majority in value of creditors etc. 109 References to persons, things and matters 109X Service of documents Part 1.2AA—Signing and sending documents Division 1—Technology neutral signing 110 When this Division applies 110A Technology neutral signing 110B Lodgement of documents Division 2—Technology neutral sending of documents, and related matters 110C Documents to which this Division applies 110D Technology neutral sending of documents 110E Election to be sent documents in physical form or electronic form, or not to be sent documents 110F Failure to comply with member's election to be sent document in particular form 110G Failure to comply with member's election not to be sent documents 110H Effect of election not to be sent documents 110J Ad hoc requests to be sent documents in a particular form 110JA Sender does not need to send document if member uncontactable 110K Obligation to give notice of members' rights Part 1.2A—Disclosing entities Division 1—Object of Part 111AA Object of Part Division 2—Meaning of disclosing entity and related terms 111AC Meaning of disclosing entity 111AD Meaning of ED securities 111AE Securities of bodies or undertakings included in a licensed market's official list 111AF Securities (except debentures and managed investment products) held by 100 or more persons 111AFA Managed investment products held by 100 or more persons 111AFB Foreign passport fund products held by 100 or more persons 111AG Securities issued as consideration for an acquisition under an off‑market takeover bid or Part 5.1 compromise or arrangement 111AH When a person holds securities for the purposes of sections 111AF, 111AFA, 111AFB and 111AG 111AI Debentures 111AJ Regulations may declare securities not to be ED securities 111AK ED securities of a disclosing entity 111AL Meaning of listed disclosing entity 111AM Meaning of quoted ED securities Division 3—Significance of being a disclosing entity 111AN Division contains outline of significance of being a disclosing entity 111ANA Requirements relating to remuneration recommendations in relation to key management personnel 111AO Accounting requirements 111AP Continuous disclosure requirements 111AQ Prospectus relief 111AQA Product Disclosure Statement relief Division 4—Exemptions and modifications 111AR Meaning of disclosing entity provisions 111AS Exemptions by regulations 111AT Exemptions by ASIC 111AU Enforcing conditions of exemptions 111AV Modifications by regulations 111AW Exemptions and modifications have effect 111AX Effect of Division Part 1.4—Technical provisions about aids for readers 111J Small business guide Part 1.5—Small business guide 1 What registration means 2 The company structure for small business 3 Setting up a new company 4 Continuing obligations after the company is set up 5 Company directors and company secretaries 6 Shares and shareholders 7 Signing company documents 8 Funding the company's operations 9 Returns to shareholders 10 Annual financial reports and audit 11 Disagreements within the company 12 Companies in financial trouble Part 1.6—Interaction with Australian Charities and Not‑for‑profits Commission Act 2012 111K Bodies corporate registered under the Australian Charities and Not‑for‑profits Commission Act 2012 111L Provisions not applicable to the body corporate 111M Member approval 111N Notices 111P Annual general meetings 111Q Presumptions to be made in recovery proceedings Chapter 2A—Registering a company Part 2A.1—What companies can be registered 112 Types of companies 113 Proprietary companies 114 Minimum of 1 member 115 Restrictions on size of partnerships and associations 116 Trade unions cannot be registered Part 2A.2—How a company is registered 117 Applying for registration 118 ASIC gives company ACN, registers company and issues certificate 119 Company comes into existence on registration 119A Jurisdiction of incorporation and jurisdiction of registration 120 Members, directors and company secretary of a company 121 Registered office 122 Expenses incurred in promoting and setting up company 123 Company may have common seal Chapter 2B—Basic features of a company Part 2B.1—Company powers and how they are exercised 124 Legal capacity and powers of a company 125 Constitution may limit powers and set out objects 126 Agent exercising a company's power to make contracts and execute documents (including deeds) 127 Execution of documents (including deeds) by the company itself Part 2B.2—Assumptions people dealing with companies are entitled to make 128 Entitlement to make assumptions 129 Assumptions that can be made under section 128 130 Information available to the public from ASIC does not constitute constructive notice Part 2B.3—Contracts before registration 131 Contracts before registration 132 Person may be released from liability but is not entitled to indemnity 133 This Part replaces other rights and liabilities Part 2B.4—Replaceable rules and constitution 134 Internal management of companies 135 Replaceable rules 136 Constitution of a company 137 Date of effect of adoption, modification or repeal of constitution 138 ASIC may direct company to lodge consolidated constitution 139 Company must send copy of constitution to member 140 Effect of constitution and replaceable rules 141 Table of replaceable rules Part 2B.5—Registered office and places of business 142 Registered office 143 ASIC may change address of registered office to a director's address 144 Company's name must be displayed at registered office etc. 145 Opening hours of registered office of public company 146 Change of address of principal place of business 146A Contact address Part 2B.6—Names Division 1—Selecting and using a name 147 When a name is available 148 A company's name 149 Acceptable abbreviations 150 Exception to requirement for using "Limited" in name 151 Exception to requirement for using "Limited" in name—pre‑existing licences 152 Reserving a name 153 Using a name and ACN on documents 154 Exception to requirement to have ACN on receipts 155 Regulations may exempt from requirement to set out information on documents 156 Carrying on business using "Limited", "No Liability" or "Proprietary" in name Division 2—Changing a company's name 157 Company changing its name 157A Change of name of company under external administration 158 ASIC's power to direct company to change its name 159 ASIC's power to include "Limited" in company's name 160 ASIC must issue new certificate if company's name changes 161 Effect of name change 161A Company under external administration—former name to be used on documents Part 2B.7—Changing company type 162 Changing company type 163 Applying for change of type 164 ASIC changes type of company 165 ASIC may direct a proprietary company to change to a public company in certain circumstances 166 Effect of change of type 167 Issue of shares by company or holding company—company limited by guarantee changing to company limited by shares 167AA Application of Part to company limited both by shares and by guarantee Part 2B.8—Mutual capital instruments (MCIs) Division 1—Preliminary 167AB Simplified outline of this Part Division 2—MCI mutual entities and MCIs 167AC Meaning of MCI mutual entity 167AD Meaning of MCI 167AE MCI requirements—class rights 167AF MCI requirements—other requirements 167AG MCIs must be cancelled before MCI mutual entity demutualises Division 3—Special procedure for amending constitution of mutual entity that proposes to issue MCIs 167AH Purpose and application of this Division 167AI MCI amendment resolution 167AJ Procedure for MCI amendment resolution Chapter 2C—Registers Part 2C.1—Registers generally 167A Who is covered by this Chapter 168 Registers to be maintained 169 Register of members 170 Register of option holders and copies of options documents 171 Register of debenture holders 172 Location of registers 173 Right to inspect and get copies 174 Agent's obligations 175 Correction of registers 176 Evidentiary value of registers 177 Use of information on registers 178 Overseas branch registers—companies 178AA Overseas branch registers—Australian passport funds Part 2C.2—Notice by proprietary companies of changes to member register 178A Notice of change to member register 178B Top 20 only 178C Notice of change to share structure 178D Time within which ASIC must be notified Chapter 2D—Officers and employees Part 2D.1—Duties and powers 179 Simplified outline of this Part Division 1—General duties 180 Care and diligence—civil obligation only 181 Good faith—civil obligations 182 Use of position—civil obligations 183 Use of information—civil obligations 184 Good faith, use of position and use of information—criminal offences 185 Interaction of sections 180 to 184 with other laws etc. 186 Territorial application of sections 180 to 184 187 Directors of wholly‑owned subsidiaries 188 Responsibility of secretaries etc. for certain corporate contraventions 189 Reliance on information or advice provided by others 190 Responsibility for actions of delegate 190A Limited application of Division to registrable Australian bodies 190B Division does not apply to Aboriginal and Torres Strait Islander corporations 190C Division does not apply in relation to notified foreign passport funds or their operators Division 2—Disclosure of, and voting on matters involving, material personal interests 191 Material personal interest—director's duty to disclose 192 Director may give other directors standing notice about an interest 193 Interaction of sections 191 and 192 with other laws etc. 194 Voting and completion of transactions—directors of proprietary companies (replaceable rule—see section 135) 195 Restrictions on voting—directors of public companies only 196 ASIC power to make declarations and class orders Division 3—Duty to discharge certain trust liabilities 197 Directors liable for debts and other obligations incurred by corporation as trustee Division 4—Powers 198A Powers of directors (replaceable rule—see section 135) 198B Negotiable instruments (replaceable rule—see section 135) 198C Managing director (replaceable rule—see section 135) 198D Delegation 198E Single director/shareholder proprietary companies 198F Right of access to company books Division 5—Exercise of powers while company under external administration 198G Exercise of powers while company under external administration Part 2D.2—Restrictions on indemnities, insurance and termination payments Division 1—Indemnities and insurance for officers and auditors 199A Indemnification and exemption of officer or auditor 199B Insurance premiums for certain liabilities of director, secretary, other officer or auditor 199C Certain indemnities, exemptions, payments and agreements not authorised and certain documents void Division 2—Termination payments 200 Interpreting this Division 200AA Meaning of managerial or executive office 200AB Meaning of benefit 200A When benefit given in connection with retirement from an office or position 200B Retirement benefits generally need membership approval 200C Benefits on transfer of undertaking or property need membership approval 200D Contravention to receive benefit without member approval 200E Approval by members 200F Exempt benefits and benefits given in certain circumstances 200G Genuine payments of pension and lump sum 200H Benefits required by law 200J Benefits to be held on trust and repaid Part 2D.3—Appointment, remuneration and cessation of appointment of directors Division 1—Appointment of directors Subdivision A—General rules 201A Minimum number of directors 201B Who can be a director 201D Consent to act as director 201E Special rules for the appointment of public company directors 201F Special rules for the appointment of directors for single director/single shareholder proprietary companies 201G Company may appoint a director (replaceable rule—see section 135) 201H Directors may appoint other directors (replaceable rule—see section 135) 201J Appointment of managing directors (replaceable rule—see section 135) 201K Alternate directors (replaceable rule—see section 135) 201L Signpost—ASIC to be notified of appointment 201M Effectiveness of acts by directors Subdivision B—Limits on numbers of directors of public companies 201N Application of Subdivision 201P Directors must not set board limit unless proposed limit has been approved by general meeting 201Q Requirements for explanatory statement to members 201R Records of voting on board limit resolution if poll required 201S Notice of resolution to be lodged 201T Declaration by court of substantial compliance 201U Consequences of setting board limit in breach of section 201P Division 2—Remuneration of directors 202A Remuneration of directors (replaceable rule—see section 135) 202B Members may obtain information about directors' remuneration 202C Special rule for single director/single shareholder proprietary companies Division 3—Resignation, retirement or removal of directors 203A Director may resign by giving written notice to company (replaceable rule—see section 135) 203AA Resignation of directors—when resignation takes effect 203AB Resignation of directors—resignation has no effect if company has no other directors 203B Signpost to consequences of disqualification from managing corporations 203C Removal by members—proprietary companies (replaceable rule—see section 135) 203CA Resolution to remove directors—resolution is void if proprietary company has no other directors 203D Removal by members—public companies 203E Director cannot be removed by other directors—public companies 203F Termination of appointment of managing director (replaceable rule—see section 135) Part 2D.4—Appointment of secretaries 204A Minimum number of secretaries 204B Who can be a secretary 204C Consent to act as secretary 204D How a secretary is appointed 204E Effectiveness of acts by secretaries 204F Terms and conditions of office for secretaries (replaceable rule—see section 135) 204G Signpost to consequences of disqualification from managing corporations Part 2D.5—Public information about directors and secretaries 205A Director, secretary or alternate director may notify ASIC of resignation or retirement 205B Notice of name and address of directors and secretaries to ASIC 205C Director and secretary must give information to company 205D Address for officers 205E ASIC's power to ask for information about person's position as director or secretary 205F Director must give information to company 205G Listed company—director to notify market operator of shareholdings etc. Part 2D.6—Disqualification from managing corporations 206A Disqualified person not to manage corporations 206B Automatic disqualification—convictions, bankruptcy and foreign court orders etc. 206BA Extension of period of automatic disqualification under section 206B 206C Court power of disqualification—contravention of civil penalty provision 206D Court power of disqualification—insolvency and non‑payment of debts 206E Court power of disqualification—repeated contraventions of Act 206EAA Court power of disqualification—disqualification under a law of a foreign jurisdiction 206EAB Court power of disqualification—unrecovered payments under employee entitlements scheme 206EA Disqualification under the Competition and Consumer Act 2010 etc. 206EB Disqualification under the ASIC Act 206F ASIC's power of disqualification 206GAA ASIC's power of disqualification—unrecovered payments under employee entitlements scheme 206GAB ASIC power to grant leave 206G Court power to grant leave 206GA Involvement of ACCC—leave orders under section 206G 206H Limited application of Part to foreign companies 206HAA Limited application of Part to notified foreign passport funds and their operators 206HA Limited application of Part to registrable Australian bodies 206HB Part does not apply to Aboriginal and Torres Strait Islander corporations Part 2D.7—Ban on hedging remuneration of key management personnel 206J No hedging of remuneration of key management personnel Part 2D.8—Remuneration recommendations in relation to key management personnel for disclosing entities 206K Board to approve remuneration consultants 206L Remuneration recommendation by remuneration consultants 206M Declaration by remuneration consultant Chapter 2E—Related party transactions 207 Purpose Part 2E.1—Member approval needed for related party benefit Division 1—Need for member approval 208 Need for member approval for financial benefit 209 Consequences of breach Division 2—Exceptions to the requirement for member approval 210 Arm's length terms 211 Remuneration and reimbursement for officer or employee 212 Indemnities, exemptions, insurance premiums and payment for legal costs for officers 213 Small amounts given to related entity 214 Benefit to or by closely‑held subsidiary 215 Benefits to members that do not discriminate unfairly 216 Court order Division 3—Procedure for obtaining member approval 217 Resolution may specify matters by class or kind 218 Company must lodge material that will be put to members with ASIC 219 Requirements for explanatory statement to members 220 ASIC may comment on proposed resolution 221 Requirements for notice of meeting 222 Other material put to members 223 Proposed resolution cannot be varied 224 Voting by or on behalf of related party interested in proposed resolution 225 Voting on the resolution 226 Notice of resolution to be lodged 227 Declaration by court of substantial compliance Part 2E.2—Related parties and financial benefits 228 Related parties 229 Giving a financial benefit Part 2E.3—Interaction with other rules 230 General duties still apply Chapter 2F—Members' rights and remedies 231 Membership of a company Part 2F.1—Oppressive conduct of affairs 232 Grounds for Court order 233 Orders the Court can make 234 Who can apply for order 235 Requirement for person to lodge order Part 2F.1A—Proceedings on behalf of a company by members and others 236 Bringing, or intervening in, proceedings on behalf of a company 237 Applying for and granting leave 238 Substitution of another person for the person granted leave 239 Effect of ratification by members 240 Leave to discontinue, compromise or settle proceedings brought, or intervened in, with leave 241 General powers of the Court 242 Power of the Court to make costs orders Part 2F.2—Class rights 246B Varying and cancelling class rights 246C Certain actions taken to vary rights etc. 246D Variation, cancellation or modification without unanimous support of class 246E Variation, cancellation or modification with unanimous support of class 246F Company must lodge documents and resolutions with ASIC 246G Member's copies of documents and resolutions 246H Application of this Part to MCI mutual entities that are companies limited by guarantee Part 2F.3—Inspection of books 247A Order for inspection of books of company or registered scheme 247B Ancillary orders 247C Disclosure of information acquired in inspection 247D Company or directors may allow member to inspect books (replaceable rule see section 135) Part 2F.4—Proceedings against a company by members and others 247E Shareholding does not prevent compensation claim Chapter 2G—Meetings Part 2G.1—Directors' meetings Division 1—Resolutions and declarations without meetings 248A Circulating resolutions of companies with more than 1 director (replaceable rule see section 135) 248B Resolutions and declarations of 1 director proprietary companies Division 2—Directors' meetings 248C Calling directors' meetings (replaceable rule see section 135) 248D Use of technology 248E Chairing directors' meetings (replaceable rule see section 135) 248F Quorum at directors' meetings (replaceable rule see section 135) 248G Passing of directors' resolutions (replaceable rule see section 135) Part 2G.2—Meetings of members of companies Division 1—Resolutions without meetings 249A Circulating resolutions of proprietary companies with more than 1 member 249B Resolutions of 1 member companies Division 2—Who may call meetings of members 249C Calling of meetings of members by a director (replaceable rule—see section 135) 249CA Calling of meetings of members of a listed company by a director 249D Calling of general meeting by directors when requested by members 249E Failure of directors to call general meeting 249F Calling of general meetings by members 249G Calling of meetings of members by the Court Division 3—How to call meetings of members 249H Amount of notice of meetings 249HA Amount of notice of meetings of listed company 249J Notice of meetings of members to members and directors 249K Auditor entitled to notice and other communications 249L Contents of notice of meetings of members 249LA Notice of meeting not required to contain certain information 249M Notice of adjourned meetings (replaceable rule—see section 135) Division 4—Members' rights to put resolutions etc. at general meetings 249N Members' resolutions 249O Company giving notice of members' resolutions 249P Members' statements to be distributed Division 5—Holding meetings of members 249Q Purpose 249R How meetings of members may be held 249RA Place and time of meetings and presence at meetings 249S Reasonable opportunity to participate 249T Quorum (replaceable rule—see section 135) 249U Chairing meetings of members (replaceable rule—see section 135) 249V Auditor's right to be heard at general meetings 249W Adjourned meetings Division 6—Proxies and body corporate representatives 249X Who can appoint a proxy (replaceable rule for proprietary companies and mandatory rule for public companies—see section 135) 249Y Rights of proxies 249Z Company sending appointment forms or lists of proxies must send to all members 250A Appointing a proxy 250B Proxy documents 250BA Proxy documents—listed companies 250BB Proxy vote if appointment specifies way to vote 250BC Transfer of non‑chair proxy to chair in certain circumstances 250BD Proxy voting by key management personnel or closely related parties 250C Validity of proxy vote 250D Body corporate representative Division 7—Voting at meetings of members 250E How many votes a member has (replaceable rule—see section 135) 250F Jointly held shares (replaceable rule—see section 135) 250G Objections to right to vote (replaceable rule—see section 135) 250H Votes need not all be cast in the same way 250J How voting is carried out (replaceable rule—see section 135) 250JA Certain resolutions must be decided on a poll—listed companies 250K Matters on which a poll may be demanded 250L When a poll is effectively demanded 250M When and how polls must be taken (replaceable rule—see section 135) 250MA Requirements for a special resolution Division 8—AGMs of public companies 250N Public company must hold AGM 250P Extension of time for holding AGM 250PAA Exemptions by ASIC—class orders relating to externally‑administered companies 250PAB Exemptions by ASIC—individual externally‑administered companies 250PA Written questions to auditor submitted by members of listed company before AGM 250R Business of AGM 250RA Auditor required to attend listed company's AGM 250S Questions and comments by members on company management at AGM 250SA Listed company—remuneration report 250T Questions by members of auditors at AGM Division 9—Meetings arising from concerns about remuneration reports 250U Application 250V Resolution to hold fresh elections for directors at special meeting to be put to vote at AGM 250W Consequences of spill resolution being passed 250X Ensuring there are at least 3 directors after spill meeting 250Y Term of office of director reappointed at spill meeting Part 2G.3—Minutes and members' access to minutes 251A Minutes 251AA Disclosure of proxy votes—listed companies 251B Members' access to minutes Part 2G.4—Meetings of members of registered schemes Division 1—Who may call meetings of members 252A Calling of meetings of members by responsible entity 252B Calling of meetings of members by responsible entity when requested by members 252C Failure of responsible entity to call meeting of the scheme's members 252D Calling of meetings of members by members 252E Calling of meetings of members by the Court Division 2—How to call meetings of members 252F Amount of notice of meetings 252G Notice of meetings of members to members, directors and auditors 252H Auditors entitled to other communications 252J Contents of notice of meetings of members 252K Notice of adjourned meetings Division 3—Members' rights to put resolutions etc. at meetings of members 252L Members' resolutions 252M Responsible entity giving notice of members' resolutions 252N Members' statements to be distributed Division 4—Holding meetings of members 252P How meetings of members may be held 252PA Place and time of meetings and presence at meetings 252Q Reasonable opportunity to participate 252R Quorum 252S Chairing meetings of members 252T Auditors' right to be heard at meetings of members 252U Adjourned meetings Division 5—Proxies and body corporate representatives 252V Who can appoint a proxy 252W Rights of proxies 252X Responsible entity sending appointment forms or lists of proxies must send to all members 252Y Appointing a proxy 252Z Proxy documents 253A Validity of proxy vote 253B Body corporate representative Division 6—Voting at meetings of members 253C How many votes a member has 253D Jointly held interests 253E Responsible entity and associates cannot vote if interested in resolution 253F How to work out the value of an interest 253G Objections to a right to vote 253H Votes need not all be cast in the same way 253J How voting is carried out 253K Matters on which a poll may be demanded 253L When a poll is effectively demanded 253LA Requirements for a special resolution or an extraordinary resolution Division 7—Minutes and members' access to minutes 253M Minutes 253N Members' access to minutes Part 2G.5—Electronic recording and keeping of minute books Division 4—Recording and keeping of minute books 253S Electronic recording and keeping of minute books Part 2G.6—Exceptional circumstances 253T Exceptional circumstances—AGM 253TA Exceptional circumstances—virtual meetings Part 2G.7—Independent reports on polls 253U Application of Part 253UA Independent persons 253UB Company members' rights to request observer and report on conduct of poll 253UC Company members' rights to request scrutiny and report on outcome of poll 253UD Registered scheme members' rights to request observer and report on conduct of poll 253UE Registered scheme members' rights to request scrutiny and report on outcome of poll 253UF Right of independent person to information 253UG Record‑keeping for reports on polls Chapter 2H—Shares Part 2H.1—Issuing and converting shares 254A Power to issue bonus, partly‑paid, preference and redeemable preference shares 254B Terms of issue 254C No par value shares 254D Pre‑emption for existing shareholders on issue of shares in proprietary company (replaceable rule—see section 135) 254E Court validation of issue 254F Bearer shares and stock must not be issued 254G Conversion of shares 254H Resolution to convert shares into larger or smaller number Part 2H.2—Redemption of redeemable preference shares 254J Redemption must be in accordance with terms of issue 254K Other requirements about redemption 254L Consequences of contravening section 254J or 254K Part 2H.3—Partly‑paid shares 254M Liability on partly‑paid shares 254N Calls may be limited to when company is externally‑administered 254P No liability companies—calls on shares 254Q No liability companies—forfeiture and sale of shares for failure to meet call 254R No liability companies—redemption of forfeited shares Part 2H.4—Capitalisation of profits 254S Capitalisation of profits Part 2H.5—Dividends 254SA Companies limited by guarantee not to pay dividends 254T Circumstances in which a dividend may be paid 254U Other provisions about paying dividends (replaceable rule—see section 135) 254V When does the company incur a debt? 254W Dividend rights 254WA Application of this Part to MCI mutual entities Part 2H.6—Notice requirements 254X Notice to ASIC of share issue 254Y Notice to ASIC of share cancellation Chapter 2J—Transactions affecting share capital Part 2J.1—Share capital reductions and share buy‑backs 256A Purpose Division 1—Reductions in share capital not otherwise authorised by law 256B Company may make reduction not otherwise authorised 256C Shareholder approval 256D Consequences of failing to comply with section 256B 256E Signposts to other relevant provisions Division 2—Share buy‑backs 257A The company's power to buy back its own shares 257B Buy‑back procedure—general 257C Buy‑back procedure—shareholder approval if the 10/12 limit exceeded 257D Buy‑back procedure—special shareholder approval for selective buy‑back 257E Buy‑back procedure—lodgment of offer documents with ASIC 257F Notice of intended buy‑back 257G Buy‑back procedure—disclosure of relevant information when offer made 257H Acceptance of offer and transfer of shares to the company 257J Signposts to other relevant provisions Division 3—Other share capital reductions 258A Unlimited companies 258B Right to occupy or use real property 258C Brokerage or commission 258D Cancellation of forfeited shares 258E Other share cancellations 258F Reductions because of lost capital Division 4—Application of this Part to MCI mutual entities 258G Application of this Part to MCI mutual entities Part 2J.2—Self‑acquisition and control of shares 259A Directly acquiring own shares 259B Taking security over own shares or shares in holding company 259C Issuing or transferring shares to controlled entity 259D Company controlling entity that holds shares in it 259E When a company controls an entity 259F Consequences of failing to comply with section 259A or 259B Part 2J.3—Financial assistance 260A Financial assistance by a company for acquiring shares in the company or a holding company 260B Shareholder approval 260C Exempted financial assistance 260D Consequences of failing to comply with section 260A 260DA Application of this Part to MCI mutual entities Part 2J.4—Interaction with general directors' duties 260E General duties still apply An Act to make provision in relation to corporations and financial products and services, and for other purposes Chapter 1—Introductory Part 1.1—Preliminary 1 Short title This Act may be cited as the Corporations Act 2001. 2 Commencement This Act commences on a day to be fixed by Proclamation. 3 Constitutional basis for this Act (1) The operation of this Act in the referring States is based on: (a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and (b) the legislative powers that the Commonwealth Parliament has in respect of matters to which this Act relates because those matters are referred to it by the Parliaments of the referring States under paragraph 51(xxxvii) of the Constitution. Note: The State referrals fully supplement the Commonwealth Parliament's other powers by referring the matters to the Commonwealth Parliament to the extent to which they are not otherwise included in the legislative powers of the Commonwealth Parliament. (2) The operation of this Act in the Territories is based on: (a) the legislative powers that the Commonwealth Parliament has under section 122 of the Constitution to make laws for the government of those Territories; and (b) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution. Despite section 2H of the Acts Interpretation Act 1901, this Act as applying in those Territories is a law of the Commonwealth. (3) The operation of this Act outside Australia is based on: (a) the legislative power the Commonwealth Parliament has under paragraph 51(xxix) of the Constitution; and (b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution; and (c) the legislative powers that the Commonwealth Parliament has under section 122 of the Constitution to make laws for the government of the external Territories. (4) The operation of this Act in a State that is not a referring State is based on: (a) the legislative powers that the Commonwealth Parliament has under section 51 (other than paragraph 51(xxxvii)) and section 122 of the Constitution; and (b) the legislative powers that the Commonwealth Parliament has in respect of matters to which this Act relates because those matters are referred to it by the Parliaments of the referring States under paragraph 51(xxxvii) of the Constitution. 4 Referring States Reference of matters by State Parliament to Commonwealth Parliament (1) A State is a referring State if the Parliament of the State has referred the matters covered by subsections (4) and (5) to the Parliament of the Commonwealth for the purposes of paragraph 51(xxxvii) of the Constitution: (a) if and to the extent that the matters are not otherwise included in the legislative powers of the Parliament of the Commonwealth (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); and (b) if and to the extent to which the matters are included in the legislative powers of the Parliament of the State. This subsection has effect subject to subsections (6) and (7). (2) A State is a referring State even if the State reference Act includes a provision to the effect that nothing in the State reference Act is intended to enable the making of laws pursuant to the amendment reference with the sole or main underlying purpose or object of regulating industrial relations matters even if, but for that provision in the State reference Act, the law would be a law with respect to a matter referred to the Parliament of the Commonwealth by the amendment reference. (3) A State is a referring State even if a law of the State provides that the reference to the Commonwealth Parliament of either or both of the matters covered by subsections (4) and (5) is to terminate in particular circumstances. Reference covering initial Corporations Act and ASIC Act (4) This subsection covers the matters to which the referred provisions relate to the extent of making laws with respect to those matters by including the referred provisions in the initial Corporations Act and the initial ASIC Act. Reference covering amendments of this Act and ASIC Act (5) This subsection covers the matters of the formation of corporations, corporate regulation and the regulation of financial products and services to the extent of the making of laws with respect to those matters by making express amendments of this Act or the ASIC Act. Effect of termination of reference (6) A State ceases to be a referring State if the State's initial reference terminates. (7) A State ceases to be a referring State if: (a) the State's amendment reference terminates; and (b) subsection (8) does not apply to the termination. (8) A State does not cease to be a referring State because of the termination of its amendment reference if: (a) the termination is effected by the Governor of that State fixing a day by proclamation as the day on which the reference terminates; and (b) the day fixed is no earlier than the first day after the end of the period of 6 months beginning on the day on which the proclamation is published; and (c) that State's amendment reference, and the amendment reference of every other State, terminates on the same day. Definitions (9) In this section: amendment reference of a State means the reference by the Parliament of the State to the Parliament of the Commonwealth of the matters covered by subsection (5). express amendment of this Act or the ASIC Act means the direct amendment of the text of this Act or the ASIC Act (whether by the insertion, omission, repeal, substitution or relocation of words or matter) by Commonwealth Acts, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act or the ASIC Act. initial ASIC Act means the ASIC Act as originally enacted. initial Corporations Act means this Act as originally enacted. initial reference of a State means the reference by the Parliament of the State to the Parliament of the Commonwealth of the matters covered by subsection (4). referred provisions means: (a) the initial Corporations Act; and (b) the initial ASIC Act; to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States. State reference Act for a State is the law under which the initial reference and the amendment reference are given. 5 General territorial application of Act Geographical coverage of "this jurisdiction" (1) Section 9 defines this jurisdiction as the area that includes: (a) each referring State (including its coastal sea); and (b) each Territory (including its coastal sea, if any); and (d) also, for the purposes of the application of a provision of Chapter 7 or an associated provision (see subsection (10))—any external Territory in which the provision applies because of subsection (9) (but only to the extent provided for in that subsection). (2) Throughout this Act, this jurisdiction therefore consists of: (a) either: (i) the whole of Australia (if all the States are referring States); or (ii) Australia (other than any State that is not a referring State) if one or more States are not referring States; and (b) also, when used in or in relation to a provision of Chapter 7 or an associated provision (see subsection (10))—any external Territory in which the provision applies because of subsection (9) (but only to the extent provided for in that subsection). Operation in this jurisdiction (3) Each provision of this Act applies in this jurisdiction. Operation outside this jurisdiction (4) Subject to subsection (8), each provision of this Act also applies, according to its tenor, in relation to acts and omissions outside this jurisdiction. Residence, place of formation etc. (7) Each provision of this Act applies according to its tenor to: (a) natural persons whether: (i) resident in this jurisdiction or not; and (ii) resident in Australia or not; and (iii) Australian citizens or not; and (b) all bodies corporate and unincorporated bodies whether: (i) formed or carrying on business in this jurisdiction or not; and (ii) formed or carrying on business in Australia or not. Note: Paragraph (b)—many of the provisions in this Act apply only in relation to companies (that is, to companies that are registered under this Act). Operation in non‑referring States (8) This Act does not apply to an act or omission in a State that is not a referring State to the extent to which that application would be beyond the legislative powers of the Parliament (including powers it has under paragraphs 51(xxxvii) and (xxxix) of the Constitution). Expanded application of provisions of Chapter 7 and associated provisions (9) The regulations may provide that, in specified circumstances, a specified external Territory is included in this jurisdiction for the purposes of a specified provision of Chapter 7 (the applicable provision). If the regulations do so: (a) the applicable provision applies in that external Territory in those circumstances; and (b) the associated provisions (see subsection (10)) in relation to the applicable provision apply in that external Territory in relation to the applicable provision as so applying. Meaning of associated provisions (10) For the purposes of this section, the associated provisions in relation to a provision of Chapter 7 are: (a) the provisions of Chapters 1, 9 (including the provisions of Division 2 of Part 9.4 that create offences and of Part 9.4B that allow for pecuniary penalty orders) and 10 as they apply or have effect in relation to, or for the purposes of, the provision; and (b) any regulations or other instruments (including any that create offences or allow for pecuniary penalty orders) made under this Act for the purposes of any of the provisions covered by paragraph (a); and (c) if regulations made for the purposes of subsection (9) have been made in relation to the provision—any other provisions of this Act, or any regulations or other instruments made under this Act (including any that create offences or allow for pecuniary penalty orders), specified in those regulations. 5A Application to the Crown (1) To avoid doubt, a reference in this section to the Crown in a particular right includes a reference to an instrumentality or agency (whether a body corporate or not) of the Crown in that right. (2) Chapter 5 (except Part 5.8) binds the Crown in right of the Commonwealth, of each of the States, of the Australian Capital Territory and of the Northern Territory. (3) Chapters 6, 6A, 6B, 6C and 6D: (a) bind the Crown in right of the Commonwealth; and (b) do not bind the Crown in right of any State, of the Australian Capital Territory or of the Northern Territory. (4) A provision of Chapter 5D, 6CA or 7 only binds the Crown in a particular capacity in circumstances (if any) specified in the regulations. (5) Nothing in this Act makes the Crown in any right liable to a pecuniary penalty or to be prosecuted for an offence. 5B ASIC has general administration of this Act Subject to the ASIC Act, ASIC has the general administration of this Act. Part 1.1A—Interaction between Corporations legislation and State and Territory laws 5D Coverage of Part (1) This Part applies only to laws of a State or Territory that is in this jurisdiction. (2) This Part applies only to the following Corporations legislation: (a) this Act (including the regulations made under this Act); and (b) Part 3 of the ASIC Act; and (c) regulations made under the ASIC Act for the purposes of Part 3 of that Act. Note: This Part does not apply in relation to the trustee company provisions: see section 601RAE. (3) This Part does not apply to Part 3 of the ASIC Act, or regulations made under that Act for the purposes of Part 3 of that Act, to the extent to which they operate in relation to a contravention of Division 2 of Part 2 of that Act. 5E Concurrent operation intended (1) The Corporations legislation is not intended to exclude or limit the concurrent operation of any law of a State or Territory. (2) Without limiting subsection (1), the Corporations legislation is not intended to exclude or limit the concurrent operation of a law of a State or Territory that: (a) imposes additional obligations or liabilities (whether criminal or civil) on: (i) a director or other officer of a company or other corporation; or (ii) a company or other body; or (b) confers additional powers on: (i) a director or other officer of a company or other corporation; or (ii) a company or other body; or (c) provides for the formation of a body corporate; or (d) imposes additional limits on the interests a person may hold or acquire in a company or other body; or (e) prevents a person from: (i) being a director of; or (ii) being involved in the management or control of; a company or other body; or (f) requires a company: (i) to have a constitution; or (ii) to have particular rules in its constitution. Note: Paragraph (a)—this includes imposing additional reporting obligations on a company or other body. (3) Without limiting subsection (2), a reference in that subsection to a law of a State or Territory imposing obligations or liabilities, or conferring powers, includes a reference to a law of a State or Territory imposing obligations or liabilities, or conferring powers, by reference to the State or Territory in which a company is taken to be registered. (4) This section does not apply to the law of the State or Territory if there is a direct inconsistency between the Corporations legislation and that law. Note: Section 5G prevents direct inconsistencies arising in some cases by limiting the operation of the Corporations legislation. (5) If: (a) an act or omission of a person is both an offence against the Corporations legislation and an offence under the law of a State or Territory; and (b) the person is convicted of either of those offences; the person is not liable to be convicted of the other of those offences. 5F Corporations legislation does not apply to matters declared by State or Territory law to be an excluded matter (1) Subsection (2) applies if a provision of a law of a State or Territory declares a matter to be an excluded matter for the purposes of this section in relation to: (a) the whole of the Corporations legislation; or (b) a specified provision of the Corporations legislation; or (c) the Corporations legislation other than a specified provision; or (d) the Corporations legislation otherwise than to a specified extent. (2) By force of this subsection: (a) none of the provisions of the Corporations legislation (other than this section) applies in the State or Territory in relation to the matter if the declaration is one to which paragraph (1)(a) applies; and (b) the specified provision of the Corporations legislation does not apply in the State or Territory in relation to the matter if the declaration is one to which paragraph (1)(b) applies; and (c) the provisions of the Corporations legislation (other than this section and the specified provisions) do not apply in the State or Territory in relation to the matter if the declaration is one to which paragraph (1)(c) applies; and (d) the provisions of the Corporations legislation (other than this section and otherwise than to the specified extent) do not apply in the State or Territory in relation to the matter if the declaration is one to which paragraph (1)(d) applies. (3) Subsection (2) does not apply to the declaration to the extent to which the regulations provide that that subsection does not apply to that declaration. (4) By force of this subsection, if: (a) the Corporations Law, ASC Law or ASIC Law of a State or Territory; or (b) a provision of that Law; did not apply to a matter immediately before this Act commenced because a provision of a law of the State or Territory provided that that Law, or that provision, did not apply to the matter, the Corporations legislation, or the provision of the Corporations legislation that corresponds to that provision of that Law, does not apply in the State or Territory to the matter until that law of the State or Territory is omitted or repealed. (5) Subsection (4) does not apply to the application of the provisions of the Corporations legislation to the matter to the extent to which the regulations provide that that subsection does not apply to the matter. (6) In this section: matter includes act, omission, body, person or thing. 5G Avoiding direct inconsistency arising between the Corporations legislation and State and Territory laws Section overrides other provisions of the Corporations legislation (1) This section has effect despite anything else in the Corporations legislation. Section does not deal with provisions capable of concurrent operation (2) This section does not apply to a provision of a law of a State or Territory that is capable of concurrent operation with the Corporations legislation. Note: This kind of provision is dealt with by section 5E. When this section applies to a provision of a State or Territory law (3) This section applies to the interaction between: (a) a provision of a law of a State or Territory (the State provision); and (b) a provision of the Corporations legislation (the Commonwealth provision); only if the State provision meets the conditions set out in the following table: Conditions to be met before section applies [operative] Item Kind of provision Conditions to be met 1 a pre‑commencement (commenced) provision (a) the State provision operated, immediately before this Act commenced, despite the provision of: (i) the Corporations Law of the State or Territory (as in force at that time); or (ii) the ASC or ASIC Law of the State or Territory (as in force at that time); that corresponds to the Commonwealth provision; and (b) the State provision is not declared to be one that this section does not apply to (either generally or specifically in relation to the Commonwealth provision) by: (i) regulations made under this Act; or (ii) a law of the State or Territory. 2 a pre‑commencement (enacted) provision (a) the State provision would have operated, immediately before this Act commenced, despite the provision of: (i) the Corporations Law of the State or Territory (as in force at that time); or (ii) the ASC or ASIC Law of the State or Territory (as in force at that time); that corresponds to the Commonwealth provision if the State provision had commenced before the commencement of this Act; and (b) the State provision is not declared to be one that this section does not apply to (either generally or specifically in relation to the Commonwealth provision) by: (i) regulations made under this Act; or (ii) a law of the State or Territory. 3 a post‑commencement provision the State provision is declared by a law of the State or Territory to be a Corporations legislation displacement provision for the purposes of this section (either generally or specifically in relation to the Commonwealth provision) 4 a provision that is materially amended on or after this Act commenced if the amendment was enacted before this Act commenced (a) the State provision as amended would have operated, immediately before this Act commenced, despite the provision of: (i) the Corporations Law of the State or Territory (as in force at that time); or (ii) the ASC or ASIC Law of the State or Territory (as in force at that time); that corresponds to the Commonwealth provision if the amendment had commenced before the commencement of this Act; and (b) the State provision is not declared to be one that this section does not apply to (either generally or specifically in relation to the Commonwealth provision) by: (i) regulations made under this Act; or (ii) a law of the State or Territory. 5 a provision that is materially amended on or after this Act commenced if the amendment is enacted on or after this Act commenced the State provision as amended is declared by a law of the State or Territory to be a Corporations legislation displacement provision for the purposes of this section (either generally or specifically in relation to the Commonwealth provision) Note 1: Item 1—subsection (12) tells you when a provision is a pre‑commencement (commenced) provision. Note 2: Item 1 paragraph (a)—For example, a State or Territory provision enacted after the commencement of the Corporations Law might not have operated despite the Corporations Law if it was not expressly provided that the provision was to operate despite a specified provision, or despite any provision, of the Corporations Law (see, for example, section 5 of the Corporations (New South Wales) Act 1990). Note 3: Item 2—subsection (13) tells you when a provision is a pre‑commencement (enacted) provision. Note 4: Item 3—subsection (14) tells you when a provision is a post‑commencement provision. Note 5: Subsections (15) to (17) tell you when a provision is materially amended after commencement. State and Territory laws specifically authorising or requiring act or thing to be done (4) A provision of the Corporations legislation does not: (a) prohibit the doing of an act; or (b) impose a liability (whether civil or criminal) for doing an act; if a provision of a law of a State or Territory specifically authorises or requires the doing of that act. Instructions given to directors under State and Territory laws (5) If a provision of a law of a State or Territory specifically: (a) authorises a person to give instructions to the directors or other officers of a company or body; or (b) requires the directors of a company or body to: (i) comply with instructions given by a person; or (ii) have regard to matters communicated to the company or body by a person; or (c) provides that a company or body is subject to the control or direction of a person; a provision of the Corporations legislation does not: (d) prevent the person from giving an instruction to the directors or exercising control or direction over the company or body; or (e) without limiting subsection (4): (i) prohibit a director from complying with the instruction or direction; or (ii) impose a liability (whether civil or criminal) on a director for complying with the instruction or direction. The person is not taken to be a director of a company or body for the purposes of the Corporations legislation merely because the directors of the company or body are accustomed to act in accordance with the person's instructions. Use of names authorised by State and Territory laws (6) The provisions of Part 2B.6 and Part 5B.3 of this Act do not: (a) prohibit a company or other body from using a name if the use of the name is expressly provided for, or authorised by, a provision of a law of a State or Territory; or (b) require a company or other body to use a word as part of its name if the company or body is expressly authorised not to use that word by a provision of a law of a State or Territory. Meetings held in accordance with requirements of State and Territory laws (7) The provisions of Chapter 2G of this Act do not apply to the calling or conduct of a meeting of a company to the extent to which the meeting is called or conducted in accordance with a provision of a law of a State or Territory. Any resolutions passed at the meeting are as valid as if the meeting had been called and conducted in accordance with this Act. External administration under State and Territory laws (8) The provisions of Chapter 5 of this Act do not apply to a scheme of arrangement, receivership, winding up or other external administration of a company to the extent to which the scheme, receivership, winding up or administration is carried out in accordance with a provision of a law of a State or Territory. State and Territory laws dealing with company constitutions (9) If a provision of a law of a State or Territory provides that a provision is included, or taken to be included, in a company's constitution, the provision is included in the company's constitution even though the procedures and other requirements of this Act are not complied with in relation to the provision. (10) If a provision of a law of a State or Territory provides that additional requirements must be met for an alteration of a company's constitution to take effect, the alteration does not take effect unless those requ