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

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

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) .


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