Corporations Act 2001 · GlobalLawDB

Contents

54,622 provisions, too many to show on one page. Open a part or section to read it with its history and connections, or search inside the text.

Chapter 1 · Introductory
1. Part 1.1 Preliminary
2. Part 1.1A Interaction between Corporations legislation and State and Territory laws
3. Part 1.2 Interpretation
4. Part 1.2AA Signing and sending documents
5. Part 1.2A Disclosing entities
6. Part 1.4 Technical provisions about aids for readers
7. Part 1.5 Small business guide
8. Part 1.6 Interaction with Australian Charities and Not-for-profits Commission Act 2012
Chapter 2A · Registering a company
1. Part 2A.1 What companies can be registered
2. Part 2A.2 How a company is registered
Chapter 2B · Basic features of a company
1. Part 2B.1 Company powers and how they are exercised
2. Part 2B.2 Assumptions people dealing with companies are entitled to make
3. Part 2B.3 Contracts before registration
4. Part 2B.4 Replaceable rules and constitution
5. Part 2B.5 Registered office and places of business
6. Part 2B.6 Names
7. Part 2B.7 Changing company type
8. Part 2B.8 Mutual capital instruments (MCIs)
Chapter 2C · Registers
1. Part 2C.1 Registers generally
2. Part 2C.2 Notice by proprietary companies of changes to member register
Chapter 2D · Officers and employees
1. Part 2D.1 Duties and powers
2. Part 2D.2 Restrictions on indemnities, insurance and termination payments
3. Part 2D.3 Appointment, remuneration and cessation of appointment of directors
4. Part 2D.4 Appointment of secretaries
5. Part 2D.5 Public information about directors and secretaries
6. Part 2D.6 Disqualification from managing corporations
7. Part 2D.7 Ban on hedging remuneration of key management personnel
8. Part 2D.8 Remuneration recommendations in relation to key management personnel for disclosing entities
Chapter 2E · Related party transactions
1. Note: This Chapter applies to a CCIV with modifications: see Division 5 of Part 8B.3.
2. 207 Purpose
3. Part 2E.1 Member approval needed for related party benefit
4. Part 2E.2 Related parties and financial benefits
5. Part 2E.3 Interaction with other rules
Chapter 2F · Members’ rights and remedies
1. 231 Membership of a company
2. Part 2F.1 Oppressive conduct of affairs
3. Part 2F.1A Proceedings on behalf of a company by members and others
4. Part 2F.2 Class rights
5. Part 2F.3 Inspection of books
6. Part 2F.4 Proceedings against a company by members and others
Chapter 2G · Meetings
1. Part 2G.1 Directors’ meetings
2. Part 2G.2 Meetings of members of companies
3. Part 2G.3 Minutes and members’ access to minutes
4. Part 2G.4 Meetings of members of registered schemes
5. Part 2G.5 Electronic recording and keeping of minute books
6. Part 2G.6 Exceptional circumstances
7. Part 2G.7 Independent reports on polls
Chapter 2H · Shares
1. Part 2H.1 Issuing and converting shares
2. Part 2H.2 Redemption of redeemable preference shares
3. Part 2H.3 Partly-paid shares
4. Part 2H.4 Capitalisation of profits
5. Part 2H.5 Dividends
6. Part 2H.6 Notice requirements
Chapter 2J · Transactions affecting share capital
1. Note: This Chapter is modified for CCIVs: see Division 2 of Part 8B.4.
2. Part 2J.1 Share capital reductions and share buy-backs
3. Part 2J.2 Self-acquisition and control of shares
4. Part 2J.3 Financial assistance
5. Part 2J.4 Interaction with general directors’ duties
Chapter 2L · Debentures
1. Part 2L.1 Requirement for trust deed and trustee
2. Part 2L.2 Duties of borrower
3. Part 2L.3 Duties of guarantor
4. Part 2L.4 Trustee
5. Part 2L.5 Meetings of debenture holders
6. Part 2L.6 Civil liability
7. Part 2L.7 ASIC powers
8. Part 2L.8 Court
9. Part 2L.9 Location of other debenture provisions
Chapter 2M · Financial reports, sustainability reports and audit
1. Part 2M.1 Overview
2. Part 2M.2 Financial and sustainability records
3. Part 2M.3 Financial and sustainability reporting
4. Part 2M.4 Appointment and removal of auditors
5. Part 2M.4A Annual transparency reports for auditors
6. Part 2M.5 Accounting, sustainability and auditing standards
7. Part 2M.6 Exemptions and modifications
8. Part 2M.7 Sanctions for contraventions of Chapter
9. Part 2M.8 Additional provisions relating to registrable superannuation entities
Chapter 2N · Updating ASIC information about companies, registered schemes and notified foreign passport funds
1. Part 2N.1 Review date
2. Part 2N.2 Extract of particulars
3. Part 2N.3 Solvency resolution
4. Part 2N.4 Return of particulars
5. Part 2N.5 Notice by proprietary companies of changes to ultimate holding company
Chapter 2P · Lodging with or giving to ASIC
1. 350 Forms for documents to be lodged with ASIC
2. 351 Signing documents lodged with ASIC
3. 352 Manner and format requirements for lodging with, or giving or providing to, ASIC
4. 354 Telephone notice of certain changes
Chapter 5 · External administration
1. Part 5.1 Arrangements and reconstructions
2. Part 5.2 Receivers, and other controllers, of property of corporations
3. Part 5.3A Administration of a company’s affairs with a view to executing a deed of company arrangement
4. Part 5.3B Restructuring of a company
5. Part 5.4 Winding up in insolvency
6. Part 5.4A Winding up by the Court on other grounds
7. Part 5.4B Winding up in insolvency or by the Court
8. Part 5.4C Winding up by ASIC
9. Part 5.5 Voluntary winding up
10. Part 5.6 Winding up generally
11. Part 5.7 Winding up bodies other than companies
12. Part 5.7B Recovering property or compensation for the benefit of creditors of insolvent company
13. Part 5.8 Offences
14. Part 5.8A Employee entitlements
15. Part 5.9 Miscellaneous
Chapter 5A · Deregistration, and transfer of registration, of companies
1. Part 5A.1 Deregistration
2. Part 5A.2 Transfer of registration
Chapter 5B · Bodies corporate registered as companies, and registrable bodies
1. Part 5B.1 Registering a body corporate as a company
2. Part 5B.2 Registrable bodies
3. Part 5B.3 Names of registrable Australian bodies and foreign companies
Chapter 5C · Managed investment schemes
1. Part 5C.1 Registration of managed investment schemes
2. Part 5C.2 The responsible entity
3. Part 5C.3 The constitution
4. Part 5C.4 The compliance plan
5. Part 5C.5 The compliance committee
6. Part 5C.6 Members’ rights to withdraw from a scheme
7. Part 5C.7 Related party transactions
8. Part 5C.8 Effect of contraventions (civil liability and voidable contracts)
9. Part 5C.9 Winding up
10. Part 5C.10 Deregistration
11. Part 5C.11 Exemptions and modifications
Chapter 5D · Licensed trustee companies
1. Part 5D.1 Preliminary
2. Part 5D.2 Powers etc. of licensed trustee companies
3. Part 5D.3 Regulation of fees charged by licensed trustee companies
4. Part 5D.4 Duties of officers and employees of licensed trustee companies
5. Part 5D.5 Limit on control of and proposed licensed trustee companies
6. Part 5D.6 ASIC-approved transfers of estate assets and liabilities
7. Part 5D.7 Contraventions and holding out
8. Part 5D.8 Exemptions and modifications
Chapter 6 · Takeovers
1. Note: This Chapter only applies to acquisitions of interests in a CCIV if the CCIV is a listed company: see Division 1 of Part 8B.7.
2. 602 Purposes of Chapter
3. 602A Meaning of substantial interest
4. 603 Chapter extends to some listed bodies that are not companies
5. 604 Chapter extends to listed registered schemes
6. 605 Classes of securities
7. 605A Chapter does not apply to MCIs
8. Part 6.1 Prohibited acquisitions of relevant interests in voting shares
9. Part 6.2 Exceptions to the prohibition
10. Part 6.3 The different types of takeover bid
11. Part 6.4 Formulating the takeover offer
12. Part 6.5 The takeover procedure
13. Part 6.6 Variation of offers
14. Part 6.7 Withdrawal and suspension of offers
15. Part 6.8 Acceptances
16. Part 6.9 Other activities during the bid period
17. Part 6.10 Review and intervention
Chapter 6A · Compulsory acquisitions and buy-outs
1. 660A Chapter extends to some listed bodies that are not companies
2. 660B Chapter extends to listed registered schemes
3. 660C Chapter does not apply to MCIs
4. Part 6A.1 Compulsory acquisitions and buy-outs following takeover bid
5. Part 6A.2 General compulsory acquisitions and buy-outs
6. Part 6A.3 Completion of compulsory acquisition of securities
7. Part 6A.4 Experts’ reports and valuations
8. Part 6A.5 Records of unclaimed consideration
9. Part 6A.6 ASIC powers
10. Part 6A.7 Miscellaneous
Chapter 6B · Rights and liabilities in relation to Chapter 6 and 6A matters
1. 670A Misstatements in, or omissions from, takeover and compulsory acquisition and buy-out documents
2. 670B Right to recover for loss or damage resulting from contravention
3. 670C People liable on takeover or compulsory acquisition statement to inform maker about deficiencies in the statement
4. 670D Defences against prosecutions under subsection 670A(3) and actions under section 670B
5. 670E Liability for proposing a bid or not carrying through with bid
6. 670F Defences
Chapter 6C · Information about ownership of listed companies, listed registered schemes and listed notified foreign passport funds
1. 671A Chapter extends to some listed bodies that are not companies
2. Part 6C.1 Substantial holding information
3. Part 6C.2 Tracing beneficial ownership of shares
4. Part 6C.3 ASIC powers
Chapter 6CA · Continuous disclosure
1. 674 Continuous disclosure—listed disclosing entity bound by a disclosure requirement in market listing rules—reasonable person’s expectations
2. 674A Continuous disclosure—listed disclosing entity bound by a disclosure requirement in market listing rules—knowledge, recklessness or negligence
3. 675 Continuous disclosure—other disclosing entities—reasonable person’s expectations
4. 675A Continuous disclosure—other disclosing entities—knowledge, recklessness or negligence
5. 676 Meaning of generally available
6. 677 Material effect on price or value
7. 678 Application of Criminal Code to offences based on subsection 674(2), 674(5) or 675(2)
Chapter 6D · Fundraising
1. Part 6D.1 Application of the fundraising provisions
2. Part 6D.2 Disclosure to investors about securities (other than for CSF offers)
3. Part 6D.3 Prohibitions, liabilities and remedies (other than for CSF offers)
4. Part 6D.3A Crowd-sourced funding
5. Part 6D.4 ASIC’s powers
6. Part 6D.5 Miscellaneous
Chapter 7 · Financial services and markets
1. Note: This Chapter applies to a CCIV in a modified form: see Division 4 of Part 8B.7.
2. Part 7.9 Financial product disclosure and other provisions relating to issue, sale and purchase of financial products
3. Part 7.9A Product intervention orders
4. Part 7.10 Market misconduct and other prohibited conduct relating to financial products and financial services
5. Part 7.10A External dispute resolution
6. Part 7.10B Financial services compensation scheme of last resort
7. Part 7.11 Title and transfer
8. Part 7.12 Miscellaneous
Chapter 8 · Mutual recognition of securities offers
1. Part 8.1 Preliminary
2. Part 8.2 Foreign offers that are recognised in this jurisdiction
3. Part 8.3 Offers made under foreign recognition schemes
Chapter 8A · Asia Region Funds Passport
1. Part 8A.1 Preliminary
2. Part 8A.2 Passport Rules
3. Part 8A.3 Australian passport funds
4. Part 8A.4 Notified foreign passport funds
5. Part 8A.5 Register of Passport Funds
6. Part 8A.6 Stop orders
7. Part 8A.7 Deregistration and denotification
8. Part 8A.8 Exemptions and modifications
Chapter 8B · Corporate collective investment vehicles
1. Part 8B.1 Preliminary
2. Part 8B.2 Registration of CCIVs
3. Part 8B.3 Corporate governance of CCIVs
4. Part 8B.4 Corporate finance, financial reporting and sustainability reporting for CCIVs
5. Part 8B.5 Operating a CCIV
6. Part 8B.6 External administration and deregistration
7. Part 8B.7 Control, financial services and disclosure
8. Part 8B.8 Miscellaneous
9. Part 8B.9 Subordinate legislation relating to CCIVs
Chapter 9 · Miscellaneous
1. Part 9.1A Director identification numbers
2. Part 9.1 Matters relating to handling records and information
3. Part 9.2 Registration of auditors
4. Part 9.2A Authorised audit companies
5. Part 9.3 Books
6. Part 9.4 Offences
7. Part 9.4AAA Protection for whistleblowers
8. Part 9.4A Review by Administrative Review Tribunal of certain decisions
9. Part 9.4AA Infringement notices for alleged contraventions of continuous disclosure provisions
10. Part 9.4AB Infringement notices for other alleged contraventions
11. Part 9.4B Civil consequences of contravening civil penalty provisions
12. Part 9.5 Powers of Courts
13. Part 9.6 Proceedings
14. Part 9.6A Jurisdiction and procedure of Courts
15. Part 9.7 Unclaimed property
16. Part 9.9 Miscellaneous
17. Part 9.10 Fees imposed by the Corporations (Fees) Act 2001 and the Corporations (Review Fees) Act 2003
18. Part 9.11 Coronavirus known as COVID-19
19. Part 9.12 Regulations
Chapter 10 · Transitional provisions
1. Part 10.1 Transition from the old corporations legislation
2. Part 10.2 Transitional provisions relating to the Financial Services Reform Act 2001
3. Part 10.3 Transitional provisions relating to the Corporations Legislation Amendment Act 2003
4. Part 10.4 Transitional provisions relating to the Financial Services Reform Amendment Act 2003
5. Part 10.5 Transitional provisions relating to the Corporate Law Economic Reform Program (Audit Reform and Corporate Disclosure) Act 2004
6. Part 10.8 Transitional provisions relating to the Corporations Amendment (Takeovers) Act 2007
7. Part 10.9 Transitional provisions relating to the Corporations Amendment (Insolvency) Act 2007
8. Part 10.10 Transitional provisions relating to the Corporations Amendment (Short Selling) Act 2008
9. Part 10.11 Transitional provisions relating to the Corporations Amendment (No. 1) Act 2009
10. Part 10.12 Transitional provisions relating to the Corporations Legislation Amendment (Financial Services Modernisation) Act 2009
11. Part 10.13 Transitional provisions relating to the Personal Property Securities (Corporations and Other Amendments) Act 2010
12. Part 10.14 Transitional provisions relating to the Corporations Amendment (Corporate Reporting Reform) Act 2010
13. Part 10.15 Transitional provisions relating to the Corporations Amendment (Financial Market Supervision) Act 2010
14. Part 10.16 Transitional provisions relating to the Corporations Amendment (No. 1) Act 2010
15. Part 10.17 Transitional provisions relating to the Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011
16. Part 10.18 Transitional and application provisions relating to the Future of Financial Advice Measures
17. Part 10.19 Transitional provisions relating to the Corporations Amendment (Phoenixing and Other Measures) Act 2012
18. Part 10.20 Transitional provisions relating to the Corporations Legislation Amendment (Audit Enhancement) Act 2012
19. Part 10.21 Transitional provision relating to the Corporations Legislation Amendment (Financial Reporting Panel) Act 2012
20. Part 10.21A Transitional provisions relating to the Superannuation Legislation Amendment (Service Providers and Other Governance Measures) Act 2013
21. Part 10.22 Transitional provisions relating to the Superannuation Legislation Amendment (Further MySuper and Transparency Measures) Act 2012
22. Part 10.22A Transitional provisions relating to the Treasury Laws Amendment (Improving Accountability and Member Outcomes in Superannuation Measures No. 1) Act 2019
23. Part 10.23 Transitional provisions relating to the Clean Energy Legislation (Carbon Tax Repeal) Act 2014
24. Part 10.23A Transitional provisions relating to the Corporations Amendment (Professional Standards of Financial Advisers) Act 2017
25. Part 10.24 Transitional provisions relating to the Corporations Legislation Amendment (Deregulatory and Other Measures) Act 2014
26. Part 10.24A Transitional provisions relating to the Corporations Amendment (Life Insurance Remuneration Arrangements) Act 2017
27. Part 10.25 Transitional provisions relating to the Insolvency Practice Schedule (Corporations)
28. Part 10.26 Transitional provisions relating to Schedule 3 to the Insolvency Law Reform Act 2016
29. Part 10.28 Transitional provisions relating to the Treasury Laws Amendment (2016 Measures No. 1) Act 2017
30. Part 10.30 Transitional provisions relating to the Treasury Laws Amendment (2017 Measures No. 5) Act 2018
31. Part 10.31 Transitional provisions relating to the Corporations Amendment (Crowd-sourced Funding for Proprietary Companies) Act 2018
32. Part 10.32 Transitional provisions relating to the Treasury Laws Amendment (Enhancing Whistleblower Protections) Act 2019
33. Part 10.33 Transitional provisions relating to the Corporations Amendment (Asia Region Funds Passport) Act 2018
34. Part 10.34 Transitional provisions relating to the Corporations Amendment (Strengthening Protections for Employee Entitlements) Act 2019
35. Part 10.35 Application and transitional provisions relating to registries modernisation amendments
36. Part 10.35A Transitional provisions relating to Schedule 2 to the Treasury Laws Amendment (Registries Modernisation and Other Measures) Act 2020
37. Part 10.36 Application and transitional provisions relating to the Treasury Laws Amendment (Strengthening Corporate and Financial Sector Penalties) Act 2019
38. Part 10.37 Transitional provisions relating to the Treasury Laws Amendment (Combating Illegal Phoenixing) Act 2020
39. Part 10.38 Transitional provisions relating to Schedule 1 to the Treasury Laws Amendment (Mutual Reforms) Act 2019
40. Part 10.39 Transitional provisions relating to Schedule 3 to the Financial Sector Reform (Hayne Royal Commission Response—Stronger Regulators (2019 Measures)) Act 2020
41. Part 10.40 Transitional provisions relating to Schedule 4 to the Financial Sector Reform (Hayne Royal Commission Response—Stronger Regulators (2019 Measures)) Act 2020
42. Part 10.41 Transitional provisions relating to the Treasury Laws Amendment (2019 Measures No. 3) Act 2020
43. Part 10.42 Transitional provisions relating to the Coronavirus Economic Response Package Omnibus Act 2020
44. Part 10.43 Application provisions relating to Schedule 10 to the Financial Sector Reform (Hayne Royal Commission Response) Act 2020
45. Part 10.44 Application and transitional provisions relating to Schedule 11 to the Financial Sector Reform (Hayne Royal Commission Response) Act 2020
46. Part 10.45 Transitional provisions relating to the Financial Sector Reform (Hayne Royal Commission Response) Act 2020
47. Part 10.46 Application and transitional provisions relating to Schedule 1 to the Financial Sector Reform (Hayne Royal Commission Response No. 2) Act 2021
48. Part 10.47 Application and transitional provisions relating to Schedule 2 to the Financial Sector Reform (Hayne Royal Commission Response No. 2) Act 2021
49. Part 10.48 Application and transitional provisions relating to Schedule 7 to the Financial Sector Reform (Hayne Royal Commission Response) Act 2020
50. Part 10.49 Transitional provisions relating to Schedule 9 to the Financial Sector Reform (Hayne Royal Commission Response) Act 2020
51. Part 10.51 Transitional provisions relating to the Territories Legislation Amendment Act 2020
52. Part 10.52 Application and transitional provisions relating to Schedule 1 to the Treasury Laws Amendment (2021 Measures No. 1) Act 2021
53. Part 10.53 Application and transitional provisions relating to meetings and communications under the Corporations Amendment (Corporate Insolvency Reforms) Act 2020
54. Part 10.54 Application provisions relating to simplified liquidation process under the Corporations Amendment (Corporate Insolvency Reforms) Act 2020
55. Part 10.55 Transitional provisions relating to the Treasury Laws Amendment (Your Future, Your Super) Act 2021
56. Part 10.56 Application and transitional provisions relating to the Treasury Laws Amendment (2021 Measures No. 1) Act 2021
57. Part 10.57 Transitional provisions relating to the Financial Sector Reform (Hayne Royal Commission Response—Better Advice) Act 2021 and related measures
58. Part 10.58 Application and transitional provisions relating to Schedule 6 to the Treasury Laws Amendment (2022 Measures No. 4) Act 2023
59. Part 10.59 Application provisions relating to the Treasury Laws Amendment (2021 Measures No. 5) Act 2021
60. Part 10.60 Application and transitional provisions relating to the Corporations Amendment (Meetings and Documents) Act 2022
61. Part 10.62 Application provisions relating to Schedule 8 to the Corporate Collective Investment Vehicle Framework and Other Measures Act 2022
62. Part 10.63 Application provisions relating to Part 7 of Schedule 4 to the Treasury Laws Amendment (2022 Measures No. 1) Act 2022
63. Part 10.64 Application and transitional provisions relating to Schedules 1 and 4 to the Treasury Laws Amendment (Modernising Business Communications and Other Measures) Act 2023
64. Part 10.66 Transitional provisions relating to Schedule 4 of the Treasury Laws Amendment (Cost of Living Support and Other Measures) Act 2022
65. Part 10.67 Application provisions relating to Schedule 4 to the Treasury Laws Amendment (2022 Measures No. 1) Act 2022
66. Part 10.68 Application and transitional provisions relating to the ALRC Financial Services Interim Reports
67. Part 10.69 Transitional provisions relating to Schedule 1 to the Treasury Laws Amendment (2023 Measures No. 1) Act 2023
68. Part 10.70 Application provisions relating to Schedule 5 to the Treasury Laws Amendment (2023 Law Improvement Package No. 1) Act 2023
69. Part 10.71 Application provisions relating to the Treasury Laws Amendment (2023 Measures No. 3) Act 2023
70. Part 10.72 Application provisions relating to Schedule 1 to the Treasury Laws Amendment (Making Multinationals Pay Their Fair Share—Integrity and Transparency) Act 2024
71. Part 10.73 Application provisions relating to Schedule 8 to the Treasury Laws Amendment (Support for Small Business and Charities and Other Measures) Act 2024
72. Part 10.74 Application provisions relating to Division 6 of Part 1 of Schedule 4 to the Treasury Laws Amendment (Strengthening Financial Systems and Other Measures) Act 2025
73. Part 10.75 Application and transitional provisions relating to Schedule 2 to the Treasury Laws Amendment (Financial Market Infrastructure and Other Measures) Act 2024
74. Part 10.76 Application and transitional provisions relating to Schedule 3 to the Treasury Laws Amendment (Financial Market Infrastructure and Other Measures) Act 2024
75. Part 10.77 Application and transitional provisions relating to Schedule 4 to the Treasury Laws Amendment (Financial Market Infrastructure and Other Measures) Act 2024
76. Part 10.78 Provisions relating to Schedule 1 to the Treasury Laws Amendment (Delivering Better Financial Outcomes and Other Measures) Act 2024
77. Part 10.79 Application provisions relating to the Treasury Laws Amendment (Fairer for Families and Farmers and Other Measures) Act 2024
78. Part 10.81 Application provisions relating to Division 3 of Part 1 of Schedule 4 to the Treasury Laws Amendment (Strengthening Financial Systems and Other Measures) Act 2025
79. Part 10.82 Application provisions relating to the Treasury Laws Amendment (Payday Superannuation) Act 2025
80. Part 10.85 Transitional provisions relating to the Treasury Laws Amendment (Business Registries Stabilisation and Uplift) Act 2026
Schedule 2 · Insolvency Practice Schedule (Corporations)
1. Note: See section 600K.
2. Part 1 Introduction
3. Part 2 Registering and disciplining practitioners
4. Part 3 General rules relating to external administrations
5. Part 4 Other matters
Schedule 3 · Penalties
1. Note: See sections 1311 to 1311E.
2. Penalties Provision Penalty Subsection 110F(3) 30 penalty units Subsection 110G(3) 30 penalty units Subsection 110J(2) 30 penalty units Subsection 110K(1) 30 pe
3. Note: Chapter 2 of the Criminal Code sets out the general principles of criminal responsibility.
Schedule 4 · Transfer of financial institutions and friendly societies
1. Note: See section 1465A.
2. Part 1 Preliminary
3. Part 2 Financial institutions that became companies
4. Part 4 The transition period
5. Part 5 Disclosure of the proposed demutualisation
6. Part 6 Continued application of fundraising provisions of the Friendly Societies Code
7. Part 7 Transitional provisions

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