CORPORATIONS ACT 2001 - NOTES

CORPORATIONS ACT 2001 - NOTES

No. 50, 2001

Compilation No. 129

Compilation date: 9 April 2024

Includes amendments: Act No. 23, 2024

Registered: 18 April 2024

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 1272-1702

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 9 April 2024 (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If a provision of the compiled law has been repealed in accordance with a provision of the law, details are included in the endnotes.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

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

Endnotes

Endnote 1--About the endnotes

The endnotes provide information about this compilation and the compiled law.

The following endnotes are included in every compilation:

Endnote 1--About the endnotes

Endnote 2--Abbreviation key

Endnote 3--Legislation history

Endnote 4--Amendment history

Abbreviation key--Endnote 2

The abbreviation key sets out abbreviations that may be used in the endnotes.

Legislation history and amendment history--Endnotes 3 and 4

Amending laws are annotated in the legislation history and amendment history.

The legislation history in endnote 3 provides information about each law that has amended (or will amend) the compiled law. The information includes commencement details for amending laws and details of any application, saving or transitional provisions that are not included in this compilation.

The amendment history in endnote 4 provides information about amendments at the provision (generally section or equivalent) level. It also includes information about any provision of the compiled law that has been repealed in accordance with a provision of the law.

Editorial changes

The Legislation Act 2003 authorises First Parliamentary Counsel to make editorial and presentational changes to a compiled law in preparing a compilation of the law for registration. The changes must not change the effect of the law. Editorial changes take effect from the compilation registration date.

If the compilation includes editorial changes, the endnotes include a brief outline of the changes in general terms. Full details of any changes can be obtained from the Office of Parliamentary Counsel.

Misdescribed amendments

A misdescribed amendment is an amendment that does not accurately describe how an amendment is to be made. If, despite the misdescription, the amendment can be given effect as intended, then the misdescribed amendment can be incorporated through an editorial change made under section 15V of the Legislation Act 2003.

If a misdescribed amendment cannot be given effect as intended, the amendment is not incorporated and "(md not incorp)" is added to the amendment history.

Endnote 2--Abbreviation key

Endnote 3--Legislation history