CCH Note:
Part 13 of the
Corporations Act 1989, inserted
by sec 6 of No 110 of 1990, Sch 1 (effective 1 January 1991), begins as
follows:
PART 13 - THE CORPORATIONS LAW
THE CORPORATIONS LAW
82
The Corporations Law is as follows:...
CHAPTER 2B - BASIC FEATURES OF A COMPANY
History
Chapter 2B inserted by No 61 of 1998, Sch 1 (effective 1 July 1998).
PART 2B.4 - REPLACEABLE RULES AND CONSTITUTION
History
Part 2B.4 inserted by No 61 of 1998, Sch 1 (effective 1 July 1998).
SECTION 136
CONSTITUTION OF A COMPANY
136(1)
[Adoption]
A company adopts a constitution:
(a)
on registration - if each person specified in the application for the company's registration as a person who consents to become a member agrees in writing to the terms of a constitution before the application is lodged; or
(b)
after registration - if the company passes a special resolution adopting a constitution or a court order is made under section
233 that requires the company to adopt the constitution.
Note 1:
The memorandum and articles of a company immediately before the commencement of this Part are taken together to make up the company's constitution after commencement (see section
1414).
CCH Note:
The reference to sec 1414 in Note 1 appears to be a drafting error and should read sec 1415.
Note 2:
The
Life Insurance Act 1995 has rules about how benefit fund rules become part of a company's constitution and about amending those rules. They override this Law. Consequential amendments to the rest of the company's constitution can be made under that Act or this Law. See Subdivision 2 of Division 4 of Part 2A of that Act.
History
S 136(1) amended by No 156 of 1999, Sch 3, Pt 5 (effective 13 March 2000).
S 136(1) Note 2 inserted by No 44 of 1999, Sch 3, Pt 2 (effective 1 July 1999).
S 136(1) substituted by No 61 of 1998, Sch 1 (effective 1 July 1998).
136(2)
[Modification or repeal]
The company may modify or repeal its constitution, or a provision of its constitution, by special resolution.
Note:
The company may need leave of the Court to modify or repeal its constitution if it was adopted as the result of a Court order (see subsection 233(3)).
History
S 136(2) Note inserted by No 156 of 1999, Sch 3, Pt 5 (effective 13 March 2000).
S 136(2) substituted by No 61 of 1998, Sch 1 (effective 1 July 1998).
136(3)
[Further requirement]
The company's constitution may provide that the special resolution does not have any effect unless a further requirement specified in the constitution relating to that modification or repeal has been complied with.
History
S 136(3) substituted by No 61 of 1998, Sch 1 (effective 1 July 1998).
136(4)
[Modification or repeal of further requirement]
Unless the constitution provides otherwise, the company may modify or repeal a further requirement described in subsection
(3) only if the further requirement is itself complied with.
History
S 136(4) substituted by No 61 of 1998, Sch 1 (effective 1 July 1998).
136(5)
[Public company]
A public company must lodge with ASIC a copy of a special resolution adopting, modifying or repealing its constitution within 14 days after it is passed. The company must also lodge with ASIC within that period:
(a)
if the company adopts a constitution - a copy of that constitution; or
(b)
if the company modifies its constitution - a copy of that modification.
This also applies to a proprietary company that has applied under
Part 2B.7 to change to a public company, while its application has not yet been determined.
History
S 136(5) amended by No 54 of 1998, Sch 5, Pt 2 (effective 1 July 1998).
S 136(5) inserted by No 61 of 1998, Sch 1 (effective 1 July 1998).
View history note
Hide history note