Corporations Act 2001

CHAPTER 2A - REGISTERING A COMPANY  

PART 2A.1 - WHAT COMPANIES CAN BE REGISTERED  

SECTION 112   TYPES OF COMPANIES  

112(1)   Types of companies.  

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.

112(2)   No liability companies.  

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)   [ Mining purposes objects]  

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

112(4)   [ Letting or contract]  

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)   [ Effect of contravention]  

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