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Company Law Review Act 1998
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C2004A00321
29 June 1998
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29 June 1998
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1 Short title etc.
2 Commencement
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3 Schedules
Schedule 1—Main amendments of the Corporations Law
1 Part 1.5, the heading to Chapter 2 and Parts 2.1, 2.2, 2.3 and 2.4
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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
Chapter 2A—Registering a company
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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
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Part 2A.2—How a company is registered
117 Applying for registration
118 ASC gives company ACN, registers company and issues certificate
119 Company comes into existence on 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
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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
127 Execution of documents (including deeds) by the company itself
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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 the ASC does not constitute constructive notice
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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
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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 ASC 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
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Part 2B.5—Registered office and places of business
142 Registered office
143 ASC 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
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Part 2B.6—Names
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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
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Division 2—Changing a company’s name
157 Company changing its name
158 ASC’s power to direct company to change its name
159 ASC’s power to include “Limited” in company’s name
160 ASC must issue new certificate if company’s name changes
161 Effect of name change
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Part 2B.7 Changing company type
162 Changing company type
163 Applying for change of type
164 ASC changes type of company
165 ASC 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
2 Part 3.1
3 Part 3.3
4 Before Part 3.5
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Chapter 2F—Members’ rights and remedies
246A Membership of a company
Part 2F.1—Oppression
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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 the ASC
246G Member’s copies of documents and resolutions
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Part 2F.3—Inspection of books
247A Order for inspection of books of company or registered managed investment 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)
Chapter 2G—Meetings
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Part 2G.1—Directors’ meetings
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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
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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)
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Part 2G.2—Meetings of members of companies
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Division 1—Resolutions without meetings
249A Circulating resolutions of proprietary companies with more than 1 member
249B Resolutions of 1 member companies
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Division 2—Who may call meetings of members
249C Calling of meetings of members by a director (replaceable rule—see section 135)
249D Calling of general meeting by directors when requested by members
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
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Division 3—How to call meetings of members
249H Amount of notice of meetings
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
249M Notice of adjourned meetings (replaceable rule—see section 135)
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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
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Division 5—Holding meetings of members
249Q Purpose
249R Time and place for meetings of members
249S Technology
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
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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
250B Proxy documents
250C Validity of proxy vote
250D Body corporate representative
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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)
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)
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Division 8—AGMs of public companies
250N Public company must hold AGM
250P Extension of time for holding AGM
250R Business of AGM
250S Questions and comments by members on company management at AGM
250T Questions by members of auditors at AGM
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Part 2G.3—Minutes and members’ access to minutes
251A Minutes
251A Minutes
251B Members’ access to minutes
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Part 2G.4—Meetings of members of registered managed investment schemes
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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
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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
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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
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Division 4—Holding meetings of members
252P Time and place for meetings of members
252Q Technology
252R Quorum
252S Chairing meetings of members
252T Auditors’ right to be heard at meetings of members
252U Adjourned meetings
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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
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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
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Division 7—Minutes and members’ access to minutes
253M Minutes
253N Members’ access to minutes
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Chapter 2H—Shares
254AA Shares to have nominal value
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Part 2H.1—Issuing and converting shares
254A Power to issue bonus, partly-paid, preference and redeemable preference shares
254B Terms of issue
254CA Nominal value of shares issued after registration
254CB Share premium
254CC Issue of shares at a discount
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
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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
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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
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Part 2H.4—Capitalisation of profits
254S Capitalisation of profits (replaceable rule—see section 135)
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Part 2H.5—Dividends
254T Dividends to be paid out of profits
254U Other provisions about paying dividends (replaceable rule—see section 135)
254V When does the company incur a debt?
254W Dividend rights
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Part 2H.6—Notice requirements
254X Notice to ASC of share issue
254Y Notice to ASC of share cancellation
Chapter 2J—Transactions affecting share capital
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Part 2J.1—Share capital reductions and share buy-backs
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Division 1—Reductions in share capital not otherwise authorised by law
256A Reductions in share capital
256B Court order confirming the reduction
256C The creditor protection test
256D Putting the capital reduction into effect
256E Effect of reduction of share capital on members and former members
256F Consequences of failing to comply with section 256A
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Division 2—Share buy-backs
257AA Purpose
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 the ASC
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
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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 authorised reductions
258F Reductions because of lost capital
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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
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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
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Part 2J.4—Interaction with general directors’ duties
260E General duties still apply
5 Part 3.6
Chapter 2M—Financial reports and audit
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Part 2M.1—Overview
285 Overview of obligations under this Chapter
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Part 2M.2—Financial records
286 Obligation to keep financial records
287 Language requirements
288 Physical format
289 Place where records are kept
290 Director access
291 Signposts to other relevant provisions
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Part 2M.3—Financial reporting
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Division 1—Annual financial reports and directors’ reports
292 Who has to prepare annual financial reports and directors’ reports
293 Small proprietary company—shareholder direction
294 Small proprietary company—ASC direction
295 Contents of annual financial report
296 Compliance with accounting standards and regulations
297 True and fair view
298 Annual directors’ report
299 Annual directors’ report—general information
300 Annual directors’ report—specific information
301 Audit of annual financial report
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Division 2—Half-year financial report and directors’ report
302 Disclosing entity must prepare half-year financial report and directors’ report
303 Contents of half-year financial report
304 Compliance with accounting standards and regulations
305 True and fair view
306 Half-year directors’ report
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Division 3—Audit and auditor’s report
307 Audit
308 Auditor’s report on annual financial report
309 Auditor’s report on half-year financial report
310 Auditor’s power to obtain information
311 Reporting to ASC
312 Assisting auditor
313 Special provisions on audit of borrowing corporations and guarantor bodies
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Division 4—Annual financial reporting to members
314 Annual financial reporting to members
315 Deadline for reporting to members
316 Member’s choices for annual financial information
317 Consideration of reports at AGM
318 Additional reporting by debenture issuers
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Division 5—Lodging reports with the ASC
319 Lodgment of annual reports with the ASC
320 Lodgment of half-year reports with the ASC
321 ASC power to require lodgment
322 Relodgment if financial statements or directors’ reports amended after lodgment
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Division 6—Special provisions about consolidated financial statements
323 Directors and officers of controlled entity to give information
323A Auditor’s power to obtain information from controlled entity
323B Controlled entity to assist auditor
323C Application of Division to entity that has ceased to be controlled
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Division 7—Financial years and half-years
323D Financial years and half-years
6 Divisions 2 and 3 of Part 3.7 and Part 3.8
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Part 2M.5—Accounting standards
334 Accounting standards
335 Equity accounting
336 Comparative amounts
337 Interpretation of accounting standards
338 Severing invalid provisions
339 Evidence of text of accounting standard
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Part 2M.6—Exemptions and modifications
340 ASC’s power to make specific exemption orders
341 ASC’s power to make class orders
342 Criteria for specific exemption orders and class orders
343 Modification by regulations
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Part 2M.7—Sanctions for contraventions of Chapter
344 Contravention of Part 2M.2 or 2M.3
Chapter 2N—Annual returns and lodgments with the ASC
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Part 2N.1—Annual returns
345 Deadline for lodging annual return
346 Solvency resolution—companies
347 Lodging annual return with ASC
348 Contents of annual return—companies
349 Contents of annual return—registered schemes
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Part 2N.2—Lodgments with ASC
350 Forms for documents to be lodged with ASC
351 Signing documents lodged with ASC
