Corporations Act 2001
CHAPTER 2B
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BASIC FEATURES OF A COMPANY
PART 2B.1
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COMPANY POWERS AND HOW THEY ARE EXERCISED
SECTION 124
LEGAL CAPACITY AND POWERS OF A COMPANY
124(1)
A company has the legal capacity and powers of an individual both in and outside this jurisdiction. A company also has all the powers of a body corporate, including the power to:
(a) issue and cancel shares in the company;
(b) issue debentures (despite any rule of law or equity to the contrary, this power includes a power to issue debentures that are irredeemable, redeemable only if a contingency, however remote, occurs, or redeemable only at the end of a period, however long);
(c) grant options over unissued shares in the company;
(d) distribute any of the company ' s property among the members, in kind or otherwise;
(e) grant a security interest in uncalled capital;
(f) grant a circulating security interest over the company ' s property;
(g) arrange for the company to be registered or recognised as a body corporate in any place outside this jurisdiction;
(h) do anything that it is authorised to do by any other law (including a law of a foreign country).
A company ' s legal capacity to do something is not affected by the fact that the company ' s interests are not, or would not be, served by doing it. 124(3)
For the avoidance of doubt, this section does not:
(a) authorise a company to do an act that is prohibited by a law of a State or Territory; or
(b) give a company a right that a law of a State or Territory denies to the company. 124(4)
Subsection (1) does not prevent a mutual entity that is a company limited by guarantee issuing MCIs.
A company has the legal capacity and powers of an individual both in and outside this jurisdiction. A company also has all the powers of a body corporate, including the power to:
(a) issue and cancel shares in the company;
(b) issue debentures (despite any rule of law or equity to the contrary, this power includes a power to issue debentures that are irredeemable, redeemable only if a contingency, however remote, occurs, or redeemable only at the end of a period, however long);
(c) grant options over unissued shares in the company;
(d) distribute any of the company ' s property among the members, in kind or otherwise;
(e) grant a security interest in uncalled capital;
(f) grant a circulating security interest over the company ' s property;
(g) arrange for the company to be registered or recognised as a body corporate in any place outside this jurisdiction;
(h) do anything that it is authorised to do by any other law (including a law of a foreign country).
A company limited by guarantee does not have the power to issue shares.
Note: For a company ' s power to issue bonus, partly-paid, preference and redeemable preference shares, see section 254A.
124(2)
A company ' s legal capacity to do something is not affected by the fact that the company ' s interests are not, or would not be, served by doing it. 124(3)
For the avoidance of doubt, this section does not:
(a) authorise a company to do an act that is prohibited by a law of a State or Territory; or
(b) give a company a right that a law of a State or Territory denies to the company. 124(4)
Subsection (1) does not prevent a mutual entity that is a company limited by guarantee issuing MCIs.
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