Volume 3: sections 601EA–742 .

(b) comply with an order under section 234. Upon the receipt of articles of continuance, the Director may issue a certificate of continuance in accordance with section 255. Subsection (1) does not apply to a corporation that, pursuant to this Act, receives articles of continuance, articles of amalgamation or articles of amendment. Subject to subsection 12(2), a corporation may set out its name in its articles in any language form and it may be legally designated by any such form. The directors shall submit a by-law, or an amendment or a repeal of a by-law, made under subsection (1) to the shareholders at the next meeting of shareholders, and the shareholders may, by ordinary resolution, confirm, reject or amend the by-law, amendment or repeal. Upon receipt of a copy of the document evidencing the change of name to a name approved by him, the Director shall enter the new name on the register in place of the former name, and shall issue a supplementary certificate of registration showing the change of name. A corporation at any time may, subject to subsection (5), add to a stated capital account any amount it credited to a retained earnings or other surplus account. SECURITY CERTIFICATES, REGISTERS AND TRANSFERS. Shares issued by a corporation are non-assessable and the holders are not liable to the corporation or to its creditors in respect thereof.

S.M. A corporation is a legal entity created through the laws of its state of incorporation. (b) to change the name of the corporation where it has a designating number as a name. (e) any other matters related to clauses (a) to (d) that the Director considers appropriate. Where in this Act, it is expressly provided that a Part applies to a particular type or class of corporations, that Part does not apply to a corporation that is not of that type or class. A corporation holding shares in itself or in its holding body corporate, or a subsidiary corporation holding shares as described in subsection (3), shall not vote or permit those shares to be voted unless the corporation or subsidiary, (a) holds the shares in the capacity of a legal representative; and. If a court makes an order referred to in subsection (1), the court may also, (a) authorize the issue of debt obligations of the corporation, whether or not convertible into shares of any class or having attached any rights or options to acquire shares of any class, and fix the terms thereof; and. How is the Corporations Act 2001 Organized? Subsection (1) does not apply if the shareholders have resolved under section 157 not to appoint an auditor. (a) shall call an annual meeting of shareholders not later than 18 months after the corporation comes into existence, and subsequently not later than 15 months after holding each preceding annual meeting; and. A proxy shall be executed by the shareholder or by his attorney authorized in writing. Notwithstanding subsection 32(2), a corporation may purchase or otherwise acquire shares issued by it to, (a) satisfy the claim of a shareholder who dissents under section 184; or. (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful. The Corporations Act is the principal legislation regulating companies in Australia. If, in the articles issued under this section, the name of the corporation differs from the name obtained by it in the original articles, the Director shall publish a notice of the change in the manner set out in the regulations. Learn how and when to remove this template message, Corporate Law Economic Reform Program Act 2004, Section 51(xx) of the Australian Constitution, https://en.wikipedia.org/w/index.php?title=Corporations_Act_2001&oldid=973387889, Articles needing additional references from November 2017, All articles needing additional references, All Wikipedia articles written in Australian English, Creative Commons Attribution-ShareAlike License, Chapter 2N—Updating ASIC information about companies and registered schemes, Chapter 5A—Deregistration, and transfer of registration, of companies, Chapter 5B—Bodies corporate registered as companies, and registrable bodies, Chapter 6A—Compulsory acquisitions and buy‑outs, Chapter 6B—Rights and liabilities in relation to Chapter 6 and 6A matters, Chapter 6C—Information about ownership of listed companies and managed investment schemes, Part 7.10—Market misconduct and other prohibited conduct relating to financial products and financial services, Schedule 4—Transfer of financial institutions and friendly societies, This page was last edited on 16 August 2020, at 23:24. A shareholder entitled to vote at an annual meeting of shareholders may, (a) submit to the corporation notice of any matter that he proposes to raise at the meeting, hereinafter referred to as a "proposal"; and. On application by a shareholder or creditor of a corporation who provides an affidavit described in subsection (3), the corporation must, (a) provide the applicant with access, during normal business hours, to the register referred to in subsection 21.1(1); and. (c) facilitate detection and correction of inaccuracies in; the registers and other records required by this Act to be prepared and maintained. The affidavit required under subsection (3) shall state.