Corporations Act 2001
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.
[ CCH Note: S 112(1) will be amended by No 8 of 2022, s 3, Sch 1[1] - [ 3], by inserting item below (at the end of the table), substituting " Note 1 " for " Note " and inserting Note 2, (effective 1 July 2022). The item and Note 2 will read:
Corporate collective investment vehicles Limited by shares Note 2: For corporate collective investment vehicles, see Chapter 8B .]
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 |
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) .
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