THE CORPORATIONS LAW

CHAPTER 2B - BASIC FEATURES OF A COMPANY

PART 2B.4 - REPLACEABLE RULES AND CONSTITUTION

SECTION 135   REPLACEABLE RULES  

135(1)  Companies to which replaceable rules apply.  

A section or subsection (except subsection 129(1), this section and sections 140 and 141) whose heading contains the words:

(a)  replaceable rule - applies as a replaceable rule to:

(i) each company that is registered after the commencement of this Part; and

(ii) any company registered before that commencement that repeals its constitution after that commencement; and

(b)  replaceable rule for proprietary companies and mandatory rule for public companies - applies:

(i) as a replaceable rule to any proprietary company that is registered after the commencement of this Part; and

(ii) as a replaceable rule to any company that is registered after that commencement and that changes to a proprietary company (but only while it is a proprietary company); and

(iii) as a replaceable rule to any proprietary company registered before that commencement that repeals its constitution after that commencement; and

(iv) as an ordinary provision of this Law to any public company whenever registered.

The section or subsection does not apply to a proprietary company while the same person is both its sole director and sole shareholder.

Note 1:

See sections 198E, 201F and 202C for the special provisions that apply to a proprietary company while the same person is both its sole director and sole shareholder.

Note 2:

A company may include in its constitution (by reference or otherwise) a replaceable rule that does not otherwise apply to it.

135(2)  Company's constitution can displace or modify replaceable rules.  

A provision of a section or subsection that applies to a company as a replaceable rule can be displaced or modified by the company's constitution.

135(3)  Failure to comply with replaceable rules.  

A failure to comply with the replaceable rules as they apply to a company is not of itself a contravention of this Law (so the provisions about criminal liability, civil liability and injunctions do not apply).

Note:

Replaceable rules that apply to a company have effect as a contract (see section 140).