Company Law Review Act 1998

No longer in force

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Department of the Treasury

Superseded version

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C2004C00969 C01

29 June 1998 - 30 June 1998

Table of contents

1 Short title etc. [see Note 1]
2 Commencement [see Note 1]
3 Schedules
- Schedule 1—Main amendments of the Corporations Law
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
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 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
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
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
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 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
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
Part 2B.6—Names
- Division 1—Selecting and using a name
- Division 2—Changing a company’s name
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
Chapter 2F—Members’ rights and remedies
- 246A Membership of a company
Part 2F.1—Oppression
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
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
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
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
- Division 3—How to call meetings of members
- Division 4—Members’ rights to put resolutions etc. at general meetings
- Division 5—Holding meetings of members
- Division 6—Proxies and body corporate representatives
- Division 7—Voting at meetings of members
- Division 8—AGMs of public companies
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 managed investment schemes
- Division 1—Who may call meetings of members
- Division 2—How to call meetings of members
- Division 3—Members’ rights to put resolutions etc. at meetings of members
- Division 4—Holding meetings of members
- Division 5—Proxies and body corporate representatives
- Division 6—Voting at meetings of members
- Division 7—Minutes and members’ access to minutes
  - 253M Minutes
  - 253N Members’ access to minutes
Chapter 2H—Shares
- 254AA Shares to have nominal value
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
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 (replaceable rule—see section 135)
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
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
Part 2J.1—Share capital reductions and share buy-backs
- Division 1—Reductions in share capital not otherwise authorised by law
- Division 2—Share buy-backs
- Division 3—Other share capital reductions
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
Part 2J.4—Interaction with general directors’ duties
- 260E General duties still apply
Chapter 2M—Financial reports and audit
Part 2M.1—Overview
- 285 Overview of obligations under this Chapter
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
Part 2M.3—Financial reporting
- Division 1—Annual financial reports and directors’ reports
- Division 2—Half-year financial report and directors’ report
- Division 3—Audit and auditor’s report
- Division 4—Annual financial reporting to members
- Division 5—Lodging reports with the ASC
- Division 6—Special provisions about consolidated financial statements
- Division 7—Financial years and half-years
  - 323D Financial years and half-years
- Division 8—Disclosure by listed companies of information filed overseas
  - 323DA Listed companies to disclose information filed overseas
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
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
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
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
Part 2N.2—Lodgments with ASC
- 350 Forms for documents to be lodged with ASC
- 351 Signing documents lodged with ASC
- 352 Documents lodged with ASIC electronically
Chapter 5A—Deregistration of companies
- 601AA Deregistration—voluntary
- 601AB Deregistration—ASC initiated
- 601AC Deregistration—following amalgamation or winding up
- 601AD Effect of deregistration
- 601AE What the ASC does with the property
- 601AF ASC’s power to fulfil outstanding obligations of deregistered company
- 601AG Claims against insurers of deregistered company
- 601AH Reinstatement
Chapter 5B—Bodies corporate registered as companies, and registrable bodies
Part 5B.1—Registering a body corporate as a company
- Division 1—Registration
- Division 2—Operation of the Corporations Law
Part 5B.3—Names of registrable Australian bodies and foreign companies
- 601DA Reserving a name
- 601DB Acceptable abbreviations
- 601DC When a name is available
- 601DD Registered Australian bodies and registered foreign companies can carry on business with some names only
- 601DE Using a name and ARBN
- 601DF Exception to requirement to have ARBN on receipts
- 601DG Regulations may exempt from requirement to set out information on documents
- 601DH Notice of name change must be given to the ASC
- 601DJ ASC’s power to direct a registered name be changed
Chapter 10—National scheme provisions
- 1362A Recognition of companies from other jurisdictions
- 1362B Transfer of registration
- 1362BA Compensation for compulsory acquisition
Chapter 11—Application and transitional provisions
Part 11.1—Introduction of the Corporations Law
- 1362CA Existing company
- 1362CB Existing company taken to be registered under the Corporations Law
- 1362CC Constitution of existing company
- 1362CD Application of Law to existing companies
- 1362CE Acts preparatory to external administration of existing company
- 1362CF Appointments of receivers
- 1362CG Application of Division 2 of Part 5.6
- 1362CH Reinstatement of companies deregistered before commencement
- 1362CJ Registrable Australian bodies and foreign companies
- Division 10—Changes resulting from the Company Law Review Act 1998
Part 7.5—Dealers’ financial statements and audit
Part 8.5—Financial statements and audit
- Part 5—Annual returns and ASC lodgments (new Chapter 2N)
- Part 6—Deregistration of companies (new Chapter 5A)
- Schedule 3—Amendment of the Corporations Law to relocate provisions and make other structural changes
- Schedule 4—Consequential amendment of other legislation
- Schedule 5—Amendments in relation to nominal value and share capital reductions

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Company Law Review Act 1998

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Company Law Review Act 1998

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