Corporations Act - Australia

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The following types of companies can be registered under this Act:

      Proprietary companies

      Limited by shares

      Unlimited with share capital

      Public companies

      Limited by shares

      Limited by guarantee

      Unlimited with share capital

      No liability company

      Note: Other types of companies that were previously allowed continue to exist under the Part 10.1 transitionals.

      No liability companies

      (2) A company may be registered as a no liability company only if:

      (a) the company has a share capital; and

      (b) the company’s constitution states that its sole objects are mining purposes; and

      (c) the company has no contractual right under its constitution to recover calls made on its shares from a shareholder who fails to pay them.

      Note 1: Section 9 defines mining purposes and minerals.

      Note 2: Special provisions on no liability companies are found in the provisions referred to in the following table:

      No liability company provisions item topic provisions

      1

      names

      148, 156, 162

      2

      terms of issue of shares

      254B

      3

      liability on partly‑paid shares

      254M

      4

      calls

      254P‑254R

      5

      winding up

      477‑478, 483, 514

      6

      registering a body as a company

      601BA

      7

      transitional the Part 10.1 transitionals

      (3) A no liability company must not engage in activities that are outside its mining purposes objects.

      (4) The directors of a no liability company must not:

      (a) let the whole or proportion of a mine or claim on tribute; or

      (b) make any contract for working any land on tribute;

      unless:

      (c) the letting or contract is approved by a special resolution; or

      (d) no such letting or contract has been made within the period of 2 years immediately preceding the proposed letting or contract.

      (5) An act or transaction is not invalid merely because of a contravention of subsection (3) or (4).

      113 Proprietary companies

      (1) A company must have no more than 50 non — employee shareholders if it is to:

      (a) be registered as a proprietary company; or

      (b) change to a proprietary company; or

      (c) remain registered as a proprietary company.

      Note: Proprietary companies have different financial reporting obligations depending on whether they are small proprietary companies or large proprietary companies (see section 45A and Part 2M.3).

      (2) In applying subsection (1):

      (a) count joint holders of a particular parcel of shares as 1 person; and

      (b) an employee shareholder is:

      (i) a shareholder who is an employee of the company or of a subsidiary of the company; or

      (ii) a shareholder who was an employee of the company, or of a subsidiary of the company, when they became a shareholder.

      (3) A proprietary company must not engage in any activity that would require disclosure to investors under Chapter 6D, except for an offer of its shares to:

      (a) existing shareholders of the company; or

      (b) employees of the company or of a subsidiary of the company.

      (3A) An offence based on subsection (3) is an offence of strict liability.

      Note: For strict liability, see section 6.1 of the Criminal Code.

      (4) An act or transaction is not invalid merely because of a contravention of subsection (3).

      Note: If a proprietary company contravenes this section, ASIC may require it to change to a public company (see section 165).

      114 Minimum of 1 member

      A company needs to have at least 1 member.

      115 Restrictions on size of partnerships and associations

      (1) A person must not participate in the formation of a partnership or association that:

      (a) has as an object gain for itself or for any of its members; and

      (b) has more than 20 members;

      unless the partnership or association is incorporated or formed under an Australian law.

      Note: For the effect of a contravention of this section, see section 103.

      (2) The regulations may specify a higher number that is higher than the number specified in paragraph (1)(b) for the purposes of the application of that paragraph to a particular kind of partnership or association.

      (3) An offence based on subsection (1) is an offence of strict liability.

      Note: For strict liability, see section 6.1 of the Criminal Code.

      116 Trade unions cannot be registered

      A trade union cannot be registered under this Act.

      Part 2A.2 — How a company is registered

      117 Applying for registration

      Lodging application

      (1) To register a company, a person must lodge an application with ASIC.

      Note: For the types of companies that can be registered, see section 112.

      Contents of the application

      (2) The application must state the following:

      (a) the type of company that is proposed to be registered under this Act;

      (b) the company’s proposed name (unless the ACN is to be used in its name);

      (c) the name and address of each person who consents to become a member;

      (d) the present given and family name, all former given and family names and the date and place of birth of each person who consents in writing to become a director;

      (e) the present given and family name, all former given and family names and the date and place of birth of each person who consents

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