Corporations Act 2001

CHAPTER 2A - REGISTERING A COMPANY  

PART 2A.1 - WHAT COMPANIES CAN BE REGISTERED  

SECTION 112   TYPES OF COMPANIES  
Types of companies

112(1)    

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
Corporate collective investment vehicles	Limited by shares

Note 1: Other types of companies that were previously allowed continue to exist under the Part 10.1 transitionals.

Note 2: For corporate collective investment vehicles, see Chapter 8B .

No liability companies

112(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

112(3)    
A no liability company must not engage in activities that are outside its mining purposes objects.

112(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.

112(5)    
An act or transaction is not invalid merely because of a contravention of subsection (3) or (4) .