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CORPORATIONS ACT 2001 !!!The following amendments (No. 17, 2006 and No. 126, 2006) have not been incorporated. - List of Sections

Section

Compilation Information

Contents

Long Title

CORPORATIONS ACT 2001
Chapter 1—Introductory

CORPORATIONS ACT 2001
Part 1.1—Preliminary

1. Short title [ see Note 1]
2. Commencement [ see Note 1]
3. Constitutional basis for this Act
4. Referring States
5. General territorial application of Act
5A. Application to the Crown
5B. ASIC has general administration of this Act
5C. Application of the Acts Interpretation Act 1901
CORPORATIONS ACT 2001
Part 1.1A—Interaction between Corporations legislation and State
and Territory laws

5D. Coverage of Part
5E. Concurrent operation intended
5F. Corporations legislation does not apply to matters declared by State or Territory law to be an excluded matter
5G. Avoiding direct inconsistency arising between the Corporations legislation and State and Territory laws
5H. Registration of body as company on basis of State or Territory law
5I. Regulations may modify operation of the Corporations legislation to deal with interaction between that legislation and State and Territory laws
CORPORATIONS ACT 2001
Part 1.2—Interpretation

CORPORATIONS ACT 2001
Division 1—General


6. Effect of this Part
7. Location of other interpretation provisions
9. Dictionary
CORPORATIONS ACT 2001
Division 2—Associates


10. Effect of Division
11. Associates of bodies corporate
12. References in Chapters 6 to 6C, and other references relating to voting power and takeovers etc.
13. References in Chapter 7
15. General
16. Exclusions
17. Associates of composite person that carries on a financial services business
CORPORATIONS ACT 2001
Division 3—Carrying on business


18. Carrying on business: otherwise than for profit
19. Businesses of a particular kind
20. Carrying on a business: alone or together with others
21. Carrying on business in Australia or a State or Territory
CORPORATIONS ACT 2001
Division 5A—Types of company


45A. Proprietary companies
CORPORATIONS ACT 2001
Division 6—Subsidiaries and related bodies corporate


46. What is a subsidiary
47. Control of a body corporate's board
48. Matters to be disregarded
49. References in this Division to a subsidiary
50. Related bodies corporate
50AAA.Associated entities
50AA. Control
CORPORATIONS ACT 2001
Division 7—Interpretation of other expressions


52. Doing acts
52A. Signing
53. Affairs of a body corporate
53AA. Business affairs of a body corporate
53AB. Business affairs of a natural person
53AC. Business affairs of a partnership
53AD. Business affairs of a trust
57. Classes of shares or interests in managed investment schemes
57A. Meaning of corporation
58AA. Meaning of court and Court
58B. Discharge of obligations under this Act
59. Debentures as consideration for acquisition of shares
64. Entering into a transaction in relation to shares or securities
64A. Entities
64B. Entities connected with a corporation
65. Eligible money market dealer
66A. Exempt bodies
70. Extension of period for doing an act
73A. When a court is taken to find a person guilty of an offence
75. Inclusion in official list
79. Involvement in contraventions
80. Jervis Bay Territory taken to be part of the Australian Capital Territory
82. Offers and invitations to the public
83. Officers, and other persons, in default
86. Possession
88A. Public document of a body corporate
88B. Qualified accountants
89. Qualified privilege
90. Receivers and managers
92. Securities
95A. Solvency and insolvency
CORPORATIONS ACT 2001
Division 8—Miscellaneous interpretation rules


100. Address of registered office etc.
100A. Operation of certain laws relating to instruments on which stamp duty has not been paid
101. Amount of stock representing a number of shares
102. Applications to be in writing
102B. In Australia or elsewhere , in this jurisdiction or elsewhere etc.
102C. In Australia
103. Effect of certain contraventions of this Act
104. Effect of provisions empowering a person to require or prohibit conduct
105. Calculation of time
106. Performance of functions by Commission delegate
107. Notice in relation to top 20 members of a class
108. Parts of dollar to be disregarded in determining majority in value of creditors etc.
109. References to persons, things and matters
109X. Service of documents
CORPORATIONS ACT 2001
Part 1.2A—Disclosing entities

CORPORATIONS ACT 2001
Division 1—Object of Part


111AA.Object of Part
CORPORATIONS ACT 2001
Division 2—Definitions


111AB.Terms defined in Division
111AC.Disclosing entity
111AD.ED securities
111AE.Securities of body or undertaking that is included in a licensed market's official list
111AF.Securities (except debentures and managed investment products) to which lodged or deemed prospectus relates
111AFA.Managed investment products held by 100 or more persons
111AG.Securities issued as consideration for an acquisition under an off-market takeover bid or Part 5.1 compromise or arrangement
111AH.When a person holds securities for the purposes of sections 111AF, 111AFA and 111AG
111AI.Debentures that need trustee appointed under section 283AA
111AJ.Regulations may declare securities not to be ED securities
111AK.ED securities of a disclosing entity
111AL.Listed or unlisted disclosing entity
111AM.Quoted ED securities
CORPORATIONS ACT 2001
Division 3—Significance of being a disclosing entity


111AN.Division contains outline of significance of being a disclosing entity
111AO.Accounting requirements
111AP.Continuous disclosure requirements
111AQ.Prospectus relief
111AQA.Product Disclosure Statement relief
CORPORATIONS ACT 2001
Division 4—Exemptions and modifications


111AR.Meaning of disclosing entity provisions
111AS.Exemptions by regulations
111AT.Exemptions by ASIC
111AU.Enforcing conditions of exemptions
111AV.Modifications by regulations
111AW.Exemptions and modifications have effect
111AX.Effect of Division
CORPORATIONS ACT 2001
Part 1.4—Technical provisions about aids for readers

111J. Small business guide
CORPORATIONS ACT 2001
Part 1.5—Small business guide

1. What registration means
2. The company structure for small business
3. Setting up a new company
4. Continuing obligations after the company is set up
5. Company directors and company secretaries
6. Shares and shareholders
7. Signing company documents
8. Funding the company's operations
9. Returns to shareholders
10. Annual financial reports and audit
11. Disagreements within the company
12. Companies in financial trouble
CORPORATIONS ACT 2001
Chapter 2A—Registering a company

CORPORATIONS ACT 2001
Part 2A.1—What companies can be registered

112. Types of companies
113. Proprietary companies
114. Minimum of 1 member
115. Restrictions on size of partnerships and associations
116. Trade unions cannot be registered
CORPORATIONS ACT 2001
Part 2A.2—How a company is registered

117. Applying for registration
118. ASIC gives company ACN, registers company and issues certificate
119. Company comes into existence on registration
119A. Jurisdiction of incorporation and jurisdiction of registration
120. Members, directors and company secretary of a company
121. Registered office
122. Expenses incurred in promoting and setting up company
123. Company may have common seal
CORPORATIONS ACT 2001
Chapter 2B—Basic features of a company

CORPORATIONS ACT 2001
Part 2B.1—Company powers and how they are exercised

124. Legal capacity and powers of a company
125. Constitution may limit powers and set out objects
126. Agent exercising a company's power to make contracts
127. Execution of documents (including deeds) by the company itself
CORPORATIONS ACT 2001
Part 2B.2—Assumptions people dealing with companies are entitled
to make

128. Entitlement to make assumptions
129. Assumptions that can be made under section 128
130. Information available to the public from ASIC does not constitute constructive notice
CORPORATIONS ACT 2001
Part 2B.3—Contracts before registration

131. Contracts before registration
132. Person may be released from liability but is not entitled to indemnity
133. This Part replaces other rights and liabilities
CORPORATIONS ACT 2001
Part 2B.4—Replaceable rules and constitution

134. Internal management of companies
135. Replaceable rules
136. Constitution of a company
137. Date of effect of adoption, modification or repeal of constitution
138. ASIC may direct company to lodge consolidated constitution
139. Company must send copy of constitution to member
140. Effect of constitution and replaceable rules
141. Table of replaceable rules
CORPORATIONS ACT 2001
Part 2B.5—Registered office and places of business

142. Registered office
143. ASIC may change address of registered office to a director's address
144. Company's name must be displayed at registered office etc.
145. Opening hours of registered office of public company
146. Change of address of principal place of business
CORPORATIONS ACT 2001
Part 2B.6—Names

CORPORATIONS ACT 2001
Division 1—Selecting and using a name


147. When a name is available
148. A company's name
149. Acceptable abbreviations
150. Exception to requirement for using "Limited" in name
151. Exception to requirement for using "Limited" in name—pre-existing licences
152. Reserving a name
153. Using a name and ACN on documents
154. Exception to requirement to have ACN on receipts
155. Regulations may exempt from requirement to set out information on documents
156. Carrying on business using "Limited", "No Liability" or "Proprietary" in name
CORPORATIONS ACT 2001
Division 2—Changing a company's name


157. Company changing its name
158. ASIC's power to direct company to change its name
159. ASIC's power to include "Limited" in company's name
160. ASIC must issue new certificate if company's name changes
161. Effect of name change
CORPORATIONS ACT 2001
Part 2B.7—Changing company type

162. Changing company type
163. Applying for change of type
164. ASIC changes type of company
165. ASIC may direct a proprietary company to change to a public company in certain circumstances
166. Effect of change of type
167. Issue of shares by company or holding company—company limited by guarantee changing to company limited by shares
167AA.Application of Part to company limited both by shares and by guarantee
CORPORATIONS ACT 2001
Chapter 2C—Registers

CORPORATIONS ACT 2001
Part 2C.1—Registers generally

167A. Who is covered by this Chapter
168. Registers to be maintained
169. Register of members
170. Register of option holders and copies of options documents
171. Register of debenture holders
172. Location of registers
173. Right to inspect and get copies
174. Agent's obligations
175. Correction of registers
176. Evidentiary value of registers
177. Use of information on registers
178. Overseas branch registers
CORPORATIONS ACT 2001
Part 2C.2—Notice by proprietary companies of changes to member
register

178A. Notice of change to member register
178B. Top 20 only
178C. Notice of change to share structure
178D. Time within which ASIC must be notified
CORPORATIONS ACT 2001
Chapter 2D—Officers and employees

CORPORATIONS ACT 2001
Part 2D.1—Duties and powers

179. Background to duties of directors, other officers and employees
CORPORATIONS ACT 2001
Division 1—General duties


180. Care and diligence—civil obligation only
181. Good faith—civil obligations
182. Use of position—civil obligations
183. Use of information—civil obligations
184. Good faith, use of position and use of information—criminal offences
185. Interaction of sections 180 to 184 with other laws etc.
186. Territorial application of sections 180 to 184
187. Directors of wholly-owned subsidiaries
188. Responsibility of secretaries and directors for certain contraventions
189. Reliance on information or advice provided by others
190. Responsibility for actions of delegate
190A. Limited application of Division to registrable Australian bodies
CORPORATIONS ACT 2001
Division 2—Disclosure of, and voting on matters involving,
material personal interests


191. Material personal interest—director's duty to disclose
192. Director may give other directors standing notice about an interest
193. Interaction of sections 191 and 192 with other laws etc.
194. Voting and completion of transactions—directors of proprietary companies ( replaceable rule—see section 135 )
195. Restrictions on voting—directors of public companies only
196. ASIC power to make declarations and class orders
CORPORATIONS ACT 2001
Division 3—Duty to discharge certain trust liabilities


197. Directors liable for debts and other obligations incurred by corporation as trustee
CORPORATIONS ACT 2001
Division 4—Powers


198A. Powers of directors ( replaceable rule—see section 135 )
198B. Negotiable instruments ( replaceable rule—see section 135 )
198C. Managing director ( replaceable rule—see section 135 )
198D. Delegation
198E. Single director/shareholder proprietary companies
198F. Right of access to company books
CORPORATIONS ACT 2001
Part 2D.2—Restrictions on indemnities, insurance and termination
payments

CORPORATIONS ACT 2001
Division 1—Indemnities and insurance for officers and auditors


199A. Indemnification and exemption of officer or auditor
199B. Insurance premiums for certain liabilities of director, secretary, other officer or auditor
199C. Certain indemnities, exemptions, payments and agreements not authorised and certain documents void
CORPORATIONS ACT 2001
Division 2—Termination payments


200A. When benefit given in connection with retirement from office
200B. Retirement benefits generally need membership approval
200C. Benefits on transfer of undertaking or property need membership approval
200D. Contravention to receive benefit without member approval
200E. Approval by members
200F. Exempt benefits and benefits given in certain circumstances
200G. Genuine payments of pension and lump sum
200H. Benefits required by law
200J. Benefits to be held in trust for company
CORPORATIONS ACT 2001
Part 2D.3—Appointment, remuneration and cessation of appointment
of directors

CORPORATIONS ACT 2001
Division 1—Appointment of directors


201A. Minimum number of directors
201B. Who can be a director
201D. Consent to act as director
201E. Special rules for the appointment of public company directors
201F. Special rules for the appointment of directors for single director/single shareholder proprietary companies
201G. Company may appoint a director (replaceable rule—see section 135)
201H. Directors may appoint other directors (replaceable rule—see section 135)
201J. Appointment of managing directors (replaceable rule—see section 135)
201K. Alternate directors (replaceable rule—see section 135)
201L. Signpost—ASIC to be notified of appointment
201M. Effectiveness of acts by directors
CORPORATIONS ACT 2001
Division 2—Remuneration of directors


202A. Remuneration of directors (replaceable rule—see section 135)
202B. Members may obtain information about directors' remuneration
202C. Special rule for single director/single shareholder proprietary companies
CORPORATIONS ACT 2001
Division 3—Resignation, retirement or removal of directors


203A. Director may resign by giving written notice to company (replaceable rule—see section 135)
203B. Signpost to consequences of disqualification from managing corporations
203C. Removal by members—proprietary companies (replaceable rule—see section 135)
203D. Removal by members—public companies
203E. Director cannot be removed by other directors—public companies
203F. Termination of appointment of managing director (replaceable rule—see section 135)
CORPORATIONS ACT 2001
Part 2D.4—Appointment of secretaries

204A. Minimum number of secretaries
204B. Who can be a secretary
204C. Consent to act as secretary
204D. How a secretary is appointed
204E. Effectiveness of acts by secretaries
204F. Terms and conditions of office for secretaries ( replaceable rule—see section 135 )
204G. Signpost to consequences of disqualification from managing corporations
CORPORATIONS ACT 2001
Part 2D.5—Public information about directors and
secretaries

205A. Director, secretary or alternate director may notify ASIC of resignation or retirement
205B. Notice of name and address of directors and secretaries to ASIC
205C. Director and secretary must give information to company
205D. Address for officers
205E. ASIC's power to ask for information about person's position as director or secretary
205F. Director must give information to company
205G. Listed company—director to notify market operator of shareholdings etc.
CORPORATIONS ACT 2001
Part 2D.6—Disqualification from managing corporations

206A. Disqualified person not to manage corporations
206B. Automatic disqualification
206BA.Extension of period of automatic disqualification
206C. Court power of disqualification—contravention of civil penalty provision
206D. Court power of disqualification—insolvency and non-payment of debts
206E. Court power of disqualification—repeated contraventions of Act
206F. ASIC's power of disqualification
206G. Court power to grant leave
206H. Territorial application of this Part
206HA.Limited application of Part to registrable Australian bodies
CORPORATIONS ACT 2001
Chapter 2E—Related party transactions

207. Purpose
CORPORATIONS ACT 2001
Part 2E.1—Member approval needed for related party benefit

CORPORATIONS ACT 2001
Division 1—Need for member approval


208. Need for member approval for financial benefit
209. Consequences of breach
CORPORATIONS ACT 2001
Division 2—Exceptions to the requirement for member approval


210. Arm's length terms
211. Remuneration and reimbursement for officer or employee
212. Indemnities, exemptions, insurance premiums and payment for legal costs for officers
213. Small amounts given to director or spouse
214. Benefit to or by closely-held subsidiary
215. Benefits to members that do not discriminate unfairly
216. Court order
CORPORATIONS ACT 2001
Division 3—Procedure for obtaining member approval


217. Resolution may specify matters by class or kind
218. Company must lodge material that will be put to members with ASIC
219. Requirements for explanatory statement to members
220. ASIC may comment on proposed resolution
221. Requirements for notice of meeting
222. Other material put to members
223. Proposed resolution cannot be varied
224. Voting by or on behalf of related party interested in proposed resolution
225. Voting on the resolution
226. Notice of resolution to be lodged
227. Declaration by court of substantial compliance
CORPORATIONS ACT 2001
Part 2E.2—Related parties and financial benefits

228. Related parties
229. Giving a financial benefit
CORPORATIONS ACT 2001
Part 2E.3—Interaction with other rules

230. General duties still apply
CORPORATIONS ACT 2001
Chapter 2F—Members' rights and remedies

231. Membership of a company
CORPORATIONS ACT 2001
Part 2F.1—Oppressive conduct of affairs

232. Grounds for Court order
233. Orders the Court can make
234. Who can apply for order
235. Requirement for person to lodge order
CORPORATIONS ACT 2001
Part 2F.1A—Proceedings on behalf of a company by members and
others

236. Bringing, or intervening in, proceedings on behalf of a company
237. Applying for and granting leave
238. Substitution of another person for the person granted leave
239. Effect of ratification by members
240. Leave to discontinue, compromise or settle proceedings brought, or intervened in, with leave
241. General powers of the Court
242. Power of the Court to make costs orders
CORPORATIONS ACT 2001
Part 2F.2—Class rights

246B. Varying and cancelling class rights
246C. Certain actions taken to vary rights etc.
246D. Variation, cancellation or modification without unanimous support of class
246E. Variation, cancellation or modification with unanimous support of class
246F. Company must lodge documents and resolutions with ASIC
246G. Member's copies of documents and resolutions
CORPORATIONS ACT 2001
Part 2F.3—Inspection of books

247A. Order for inspection of books of company or registered managed investment scheme
247B. Ancillary orders
247C. Disclosure of information acquired in inspection
247D. Company or directors may allow member to inspect books (replaceable rule see section 135)
CORPORATIONS ACT 2001
Chapter 2G—Meetings

CORPORATIONS ACT 2001
Part 2G.1—Directors' meetings

CORPORATIONS ACT 2001
Division 1—Resolutions and declarations without meetings


248A. Circulating resolutions of companies with more than 1 director (replaceable rule see section 135)
248B. Resolutions and declarations of 1 director proprietary companies
CORPORATIONS ACT 2001
Division 2—Directors' meetings


248C. Calling directors' meetings (replaceable rule see section 135)
248D. Use of technology
248E. Chairing directors' meetings (replaceable rule see section 135)
248F. Quorum at directors' meetings (replaceable rule see section 135 )
248G. Passing of directors' resolutions (replaceable rule see section 135)
CORPORATIONS ACT 2001
Part 2G.2—Meetings of members of companies

CORPORATIONS ACT 2001
Division 1—Resolutions without meetings


249A. Circulating resolutions of proprietary companies with more than 1 member
249B. Resolutions of 1 member companies
CORPORATIONS ACT 2001
Division 2—Who may call meetings of members


249C. Calling of meetings of members by a director (replaceable rule—see section 135)
249CA.Calling of meetings of members of a listed company by a director
249D. Calling of general meeting by directors when requested by members
249E. Failure of directors to call general meeting
249F. Calling of general meetings by members
249G. Calling of meetings of members by the Court
CORPORATIONS ACT 2001
Division 3—How to call meetings of members


249H. Amount of notice of meetings
249HA.Amount of notice of meetings of listed company
249J. Notice of meetings of members to members and directors
249K. Auditor entitled to notice and other communications
249L. Contents of notice of meetings of members
249LA.Notice of meeting not required to contain certain information
249M. Notice of adjourned meetings (replaceable rule—see section 135)
CORPORATIONS ACT 2001
Division 4—Members' rights to put resolutions etc. at
general meetings


249N. Members' resolutions
249O. Company giving notice of members' resolutions
249P. Members' statements to be distributed
CORPORATIONS ACT 2001
Division 5—Holding meetings of members


249Q. Purpose
249R. Time and place for meetings of members
249S. Technology
249T. Quorum (replaceable rule—see section 135)
249U. Chairing meetings of members (replaceable rule—see section 135)
249V. Auditor's right to be heard at general meetings
249W. Adjourned meetings
CORPORATIONS ACT 2001
Division 6—Proxies and body corporate representatives


249X. Who can appoint a proxy (replaceable rule for proprietary companies and mandatory rule for public companies—see section 135)
249Y. Rights of proxies
249Z. Company sending appointment forms or lists of proxies must send to all members
250A. Appointing a proxy
250B. Proxy documents
250BA.Proxy documents—listed companies
250C. Validity of proxy vote
250D. Body corporate representative
CORPORATIONS ACT 2001
Division 7—Voting at meetings of members


250E. How many votes a member has (replaceable rule—see section 135)
250F. Jointly held shares (replaceable rule—see section 135)
250G. Objections to right to vote (replaceable rule—see section 135)
250H. Votes need not all be cast in the same way
250J. How voting is carried out (replaceable rule—see section 135)
250K. Matters on which a poll may be demanded
250L. When a poll is effectively demanded
250M. When and how polls must be taken (replaceable rule—see section 135)
CORPORATIONS ACT 2001
Division 8—AGMs of public companies


250N. Public company must hold AGM
250P. Extension of time for holding AGM
250PA.Written questions to auditor submitted by members of listed company before AGM
250R. Business of AGM
250RA.Auditor required to attend listed company's AGM
250S. Questions and comments by members on company management at AGM
250SA.Listed company—remuneration report
250T. Questions by members of auditors at AGM
CORPORATIONS ACT 2001
Part 2G.3—Minutes and members' access to minutes

251A. Minutes
251AA.Disclosure of proxy votes—listed companies
251B. Members' access to minutes
CORPORATIONS ACT 2001
Part 2G.4—Meetings of members of registered managed investment
schemes

CORPORATIONS ACT 2001
Division 1—Who may call meetings of members


252A. Calling of meetings of members by responsible entity
252B. Calling of meetings of members by responsible entity when requested by members
252C. Failure of responsible entity to call meeting of the scheme's members
252D. Calling of meetings of members by members
252E. Calling of meetings of members by the Court
CORPORATIONS ACT 2001
Division 2—How to call meetings of members


252F. Amount of notice of meetings
252G. Notice of meetings of members to members, directors and auditors
252H. Auditors entitled to other communications
252J. Contents of notice of meetings of members
252K. Notice of adjourned meetings
CORPORATIONS ACT 2001
Division 3—Members' rights to put resolutions etc. at
meetings of members


252L. Members' resolutions
252M. Responsible entity giving notice of members' resolutions
252N. Members' statements to be distributed
CORPORATIONS ACT 2001
Division 4—Holding meetings of members


252P. Time and place for meetings of members
252Q. Technology
252R. Quorum
252S. Chairing meetings of members
252T. Auditors' right to be heard at meetings of members
252U. Adjourned meetings
CORPORATIONS ACT 2001
Division 5—Proxies and body corporate representatives


252V. Who can appoint a proxy
252W. Rights of proxies
252X. Responsible entity sending appointment forms or lists of proxies must send to all members
252Y. Appointing a proxy
252Z. Proxy documents
253A. Validity of proxy vote
253B. Body corporate representative
CORPORATIONS ACT 2001
Division 6—Voting at meetings of members


253C. How many votes a member has
253D. Jointly held interests
253E. Responsible entity and associates cannot vote if interested in resolution
253F. How to work out the value of an interest
253G. Objections to a right to vote
253H. Votes need not all be cast in the same way
253J. How voting is carried out
253K. Matters on which a poll may be demanded
253L. When a poll is effectively demanded
CORPORATIONS ACT 2001
Division 7—Minutes and members' access to minutes


253M. Minutes
253N. Members' access to minutes
CORPORATIONS ACT 2001
Chapter 2H—Shares

CORPORATIONS ACT 2001
Part 2H.1—Issuing and converting shares

254A. Power to issue bonus, partly-paid, preference and redeemable preference shares
254B. Terms of issue
254C. No par value shares
254D. Pre-emption for existing shareholders on issue of shares in proprietary company (replaceable rule—see section 135)
254E. Court validation of issue
254F. Bearer shares and stock must not be issued
254G. Conversion of shares
254H. Resolution to convert shares into larger or smaller number
CORPORATIONS ACT 2001
Part 2H.2—Redemption of redeemable preference shares

254J. Redemption must be in accordance with terms of issue
254K. Other requirements about redemption
254L. Consequences of contravening section 254J or 254K
CORPORATIONS ACT 2001
Part 2H.3—Partly-paid shares

254M. Liability on partly-paid shares
254N. Calls may be limited to when company is externally-administered
254P. No liability companies—calls on shares
254Q. No liability companies—forfeiture and sale of shares for failure to meet call
254R. No liability companies—redemption of forfeited shares
CORPORATIONS ACT 2001
Part 2H.4—Capitalisation of profits

254S. Capitalisation of profits
CORPORATIONS ACT 2001
Part 2H.5—Dividends

254T. Dividends to be paid out of profits
254U. Other provisions about paying dividends (replaceable rule—see section 135)
254V. When does the company incur a debt?
254W. Dividend rights
CORPORATIONS ACT 2001
Part 2H.6—Notice requirements

254X. Notice to ASIC of share issue
254Y. Notice to ASIC of share cancellation
CORPORATIONS ACT 2001
Chapter 2J—Transactions affecting share capital

CORPORATIONS ACT 2001
Part 2J.1—Share capital reductions and share buy-backs

256A. Purpose
CORPORATIONS ACT 2001
Division 1—Reductions in share capital not otherwise
authorised by law


256B. Company may make reduction not otherwise authorised
256C. Shareholder approval
256D. Consequences of failing to comply with section 256B
256E. Signposts to other relevant provisions
CORPORATIONS ACT 2001
Division 2—Share buy-backs


257A. The company's power to buy back its own shares
257B. Buy-back procedure—general
257C. Buy-back procedure—shareholder approval if the 10/12 limit exceeded
257D. Buy-back procedure—special shareholder approval for selective buy-back
257E. Buy-back procedure—lodgment of offer documents with ASIC
257F. Notice of intended buy-back
257G. Buy-back procedure—disclosure of relevant information when offer made
257H. Acceptance of offer and transfer of shares to the company
257J. Signposts to other relevant provisions
CORPORATIONS ACT 2001
Division 3—Other share capital reductions


258A. Unlimited companies
258B. Right to occupy or use real property
258C. Brokerage or commission
258D. Cancellation of forfeited shares
258E. Other share cancellations
258F. Reductions because of lost capital
CORPORATIONS ACT 2001
Part 2J.2—Self-acquisition and control of shares

259A. Directly acquiring own shares
259B. Taking security over own shares or shares in holding company
259C. Issuing or transferring shares to controlled entity
259D. Company controlling entity that holds shares in it
259E. When a company controls an entity
259F. Consequences of failing to comply with section 259A or 259B
CORPORATIONS ACT 2001
Part 2J.3—Financial assistance

260A. Financial assistance by a company for acquiring shares in the company or a holding company
260B. Shareholder approval
260C. Exempted financial assistance
260D. Consequences of failing to comply with section 260A
CORPORATIONS ACT 2001
Part 2J.4—Interaction with general directors' duties

260E. General duties still apply
CORPORATIONS ACT 2001
Chapter 2K—Charges

CORPORATIONS ACT 2001
Part 2K.1—Preliminary

261. Interpretation and application
CORPORATIONS ACT 2001
Part 2K.2—Registration

262. Charges required to be registered
263. Lodgment of notice of charge and copy of instrument
264. Acquisition of property subject to charge
265. Registration of documents relating to charges
265A. Standard time for the purposes of section 265
266. Certain charges void against liquidator or administrator
267. Charges in favour of certain persons void in certain cases
268. Assignment and variation of charges
269. Satisfaction of, and release of property from, charges
270. Lodgment of notices, offences etc.
271. Company to keep documents relating to charges and register of charges
272. Certificates
273A. Application of State and Territory laws to charges required to be registered under this Part
273B. Application of State and Territory laws to transfers, assignments or giving of charges registered under this Part
273C. Application of specified State and Territory laws to crop liens, wool liens and stock mortgages registered under this Part
273D. Sections 273A to 273C do not apply to charges given by company jointly with person who is not a company
274. Power of Court to rectify Register
277. Power to exempt from compliance with certain requirements of Division
CORPORATIONS ACT 2001
Part 2K.3—Order of priority

278. Definitions
279. Priorities of charges
280. General priority rules in relation to registered charges
281. General priority rule in relation to unregistered charges
282. Special priority rules
CORPORATIONS ACT 2001
Chapter 2L—Debentures

CORPORATIONS ACT 2001
Part 2L.1—Requirement for trust deed and trustee

283AA.Requirement for trust deed and trustee
283AB.Trust deed
283AC.Who can be a trustee
283AD.Existing trustee continues to act until new trustee takes office
283AE.Replacement of trustee
CORPORATIONS ACT 2001
Part 2L.2—Duties of borrower

283BA.Duties of borrower
283BB.General duties
283BC.Duty to notify ASIC of name of trustee
283BD.Duty to replace trustee
283BE.Duty to inform trustee about charges
283BF.Duty to give trustee and ASIC quarterly reports
283BG.Exceptions
283BH.How debentures may be described
283BI.Offences for failure to comply with statutory duties
CORPORATIONS ACT 2001
Part 2L.3—Duties of guarantor

283CA.Duties of guarantor
283CB.General duties
283CC.Duty to inform trustee about charges
283CD.Exceptions
283CE.Offences for failure to comply with statutory duties
CORPORATIONS ACT 2001
Part 2L.4—Trustee

283DA.Trustee's duties
283DB.Exemptions and indemnifications of trustee from liability
283DC.Indemnity
CORPORATIONS ACT 2001
Part 2L.5—Meetings of debenture holders

283EA.Borrower's duty to call meeting
283EB.Trustee's power to call meeting
283EC.Court may order meeting
CORPORATIONS ACT 2001
Part 2L.6—Civil liability

283F. Civil liability for contravening this Chapter
CORPORATIONS ACT 2001
Part 2L.7—ASIC powers

283GA.ASIC's power to exempt and modify
283GB.ASIC may approve body corporate to be trustee
CORPORATIONS ACT 2001
Part 2L.8—Court

283HA.General Court power to give directions and determine questions
283HB.Specific Court powers
CORPORATIONS ACT 2001
Part 2L.9—Location of other debenture provisions

283I. Signpost to other debenture provisions
CORPORATIONS ACT 2001
Chapter 2M—Financial reports and audit

CORPORATIONS ACT 2001
Part 2M.1—Overview

285. Overview of obligations under this Chapter
CORPORATIONS ACT 2001
Part 2M.2—Financial records

286. Obligation to keep financial records
287. Language requirements
288. Physical format
289. Place where records are kept
290. Director access
291. Signposts to other relevant provisions
CORPORATIONS ACT 2001
Part 2M.3—Financial reporting

CORPORATIONS ACT 2001
Division 1—Annual financial reports and directors' reports


292. Who has to prepare annual financial reports and directors' reports
293. Small proprietary company—shareholder direction
294. Small proprietary company—ASIC direction
295. Contents of annual financial report
295A. Declaration in relation to listed entity's financial statements by chief executive officer and chief financial officer
296. Compliance with accounting standards and regulations
297. True and fair view
298. Annual directors' report
299. Annual directors' report—general information
299A. Annual directors' report—additional general requirements for listed public companies
300. Annual directors' report—specific information
300A. Annual directors' report—specific information to be provided by listed companies
301. Audit of annual financial report
CORPORATIONS ACT 2001
Division 2—Half-year financial report and directors' report


302. Disclosing entity must prepare half-year financial report and directors' report
303. Contents of half-year financial report
304. Compliance with accounting standards and regulations
305. True and fair view
306. Half-year directors' report
CORPORATIONS ACT 2001
Division 3—Audit and auditor's report


307. Audit
307A. Audit to be conducted in accordance with auditing standards
307B. Audit working papers to be retained for 7 years
307C. Auditor's independence declaration
308. Auditor's report on annual financial report
309. Auditor's report on half-year financial report
310. Auditor's power to obtain information
311. Reporting to ASIC
312. Assisting auditor
313. Special provisions on audit of debenture issuers and guarantors
CORPORATIONS ACT 2001
Division 4—Annual financial reporting to members


314. Annual financial reporting to members
315. Deadline for reporting to members
316. Member's choices for annual financial information
317. Consideration of reports at AGM
318. Additional reporting by debenture issuers
CORPORATIONS ACT 2001
Division 5—Lodging reports with ASIC


319. Lodgment of annual reports with ASIC
320. Lodgment of half-year reports with ASIC
321. ASIC power to require lodgment
322. Relodgment if financial statements or directors' reports amended after lodgment
CORPORATIONS ACT 2001
Division 6—Special provisions about consolidated financial
statements


323. Directors and officers of controlled entity to give information
323A. Auditor's power to obtain information from controlled entity
323B. Controlled entity to assist auditor
323C. Application of Division to entity that has ceased to be controlled
CORPORATIONS ACT 2001
Division 7—Financial years and half-years


323D. Financial years and half-years
CORPORATIONS ACT 2001
Division 8—Disclosure by listed companies of information
filed overseas


323DA.Listed companies to disclose information filed overseas
CORPORATIONS ACT 2001
Division 9—Reference of financial report to the Financial
Reporting Panel


CORPORATIONS ACT 2001
Subdivision A—Preliminary


323EA.Financial reports to which Division applies
323EB.Referral of financial report to Financial Reporting Panel
CORPORATIONS ACT 2001
Subdivision B—Referral by ASIC


323EC.ASIC may refer financial report to the Financial Reporting Panel
323ED.ASIC to notify lodging entity of proposed referral
323EE.Lodging entity to respond to ASIC notice
323EF.Referral to Financial Reporting Panel
CORPORATIONS ACT 2001
Subdivision C—Referral by lodging entity


323EG.Lodging entity may refer financial report to the Financial Reporting Panel with ASIC's consent
323EH.Lodging entity to apply to ASIC for consent to proposed referral
323EI.Referral to Financial Reporting Panel
CORPORATIONS ACT 2001
Subdivision D—Financial Reporting Panel dealing with reference


323EJ.Financial Reporting Panel to obtain submissions from ASIC and lodging entity
323EK.Financial Reporting Panel to consider and report on financial report referred to it under section 323EC or 323EG
323EL.Power of Financial Reporting Panel to dismiss referral
323EM.Court, or tribunal of fact, may have regard to Financial Reporting Panel report
CORPORATIONS ACT 2001
Part 2M.4—Appointment and removal of auditors

CORPORATIONS ACT 2001
Division 1—Entities that may be appointed as an auditor for
a company or registered scheme


324AA.Individual auditors, audit firms and authorised audit companies
324AB.Effect of appointing firm as auditor—general
324AC.Effect of appointing firm as auditor—reconstitution of firm
324AD.Effect of appointing company as auditor
324AE.Professional members of the audit team
324AF.Lead and review auditors
CORPORATIONS ACT 2001
Division 2—Registration requirements


324BA.Registration requirements for appointment of individual as auditor
324BB.Registration requirements for appointment of firm as auditor
324BC.Registration requirements for appointment of company as auditor
324BD.Exception from registration requirement for proprietary company
CORPORATIONS ACT 2001
Division 3—Auditor independence


CORPORATIONS ACT 2001
Subdivision A—General requirement


324CA.General requirement for auditor independence—auditors
324CB.General requirement for auditor independence—member of audit firm
324CC.General requirement for auditor independence—director of audit company
324CD.Conflict of interest situation
CORPORATIONS ACT 2001
Subdivision B—Specific requirements


324CE.Auditor independence—specific requirements for individual auditor
324CF.Auditor independence—specific requirements for audit firm
324CG.Auditor independence—specific requirements for audit company
324CH.Relevant relationships
324CI.Special rule for retiring partners of audit firms and retiring directors of authorised audit companies
324CJ.Special rule for retiring professional member of audit company
324CK.Multiple former audit firm partners or audit company directors
CORPORATIONS ACT 2001
Subdivision C—Common provisions


324CL.People who are regarded as officers of a company for the purposes of this Division
CORPORATIONS ACT 2001
Division 4—Deliberately disqualifying auditor


324CM.Deliberately disqualifying auditor
CORPORATIONS ACT 2001
Division 5—Auditor rotation for listed companies


324DA.Limited term for eligibility to play significant role in audit of a listed company or listed registered scheme
324DB.Individual's rotation obligation
324DC.Audit firm's rotation obligation
324DD.Audit company's rotation obligation
CORPORATIONS ACT 2001
Division 6—Appointment, removal and fees of auditors for
companies


CORPORATIONS ACT 2001
Subdivision A—Appointment of company auditors


325. Appointment of auditor by proprietary company
327A. Public company auditor (initial appointment of auditor)
327B. Public company auditor (annual appointments at AGMs to fill vacancies)
327C. Public company auditor (appointment to fill casual vacancy)
327D. Appointment to replace auditor removed from office
327E. ASIC may appoint public company auditor if auditor removed but not replaced
327F. ASIC's general power to appoint public company auditor
327G. Restrictions on ASIC's powers to appoint public company auditor
327H. Effect on appointment of public company auditor of company beginning to be controlled by a corporation
327I. Remaining auditors may act during vacancy
328A. Auditor's consent to appointment
328B. Nomination of auditor
CORPORATIONS ACT 2001
Subdivision B—Removal and resignation of company auditors


329. Removal and resignation of auditors
330. Effect of winding up on office of auditor
CORPORATIONS ACT 2001
Subdivision C—Company auditors' fees and expenses


331. Fees and expenses of auditors
CORPORATIONS ACT 2001
Division 7—Appointment, removal and fees of auditors for
registered schemes


CORPORATIONS ACT 2001
Subdivision A—Appointment of registered scheme auditors


331AAA.Registered scheme auditor (initial appointment of auditor)
331AAB.Registered scheme auditor (appointment to fill vacancy)
331AAC.ASIC's power to appoint registered scheme auditor
331AAD.Remaining auditors may act during vacancy
CORPORATIONS ACT 2001
Subdivision B—Removal and resignation of registered scheme auditors


331AC.Removal and resignation of auditors
331AD.Effect of winding up on office of auditor
CORPORATIONS ACT 2001
Subdivision C—Fees and expenses of auditors


331AE.Fees and expenses of auditors
CORPORATIONS ACT 2001
Part 2M.5—Accounting and auditing standards

334. Accounting standards
335. Equity accounting
336. Auditing standards
337. Interpretation of accounting and auditing standards
338. Evidence of text of accounting standard or auditing standard
CORPORATIONS ACT 2001
Part 2M.6—Exemptions and modifications

340. ASIC's power to make specific exemption orders
341. ASIC's power to make class orders
342. Criteria for specific exemption orders and class orders
342A. ASIC's power to modify the operation of section 324DA
342B. Auditor to notify company or registered scheme of section 342A declaration
343. Modification by regulations
CORPORATIONS ACT 2001
Part 2M.7—Sanctions for contraventions of Chapter

344. Contravention of Part 2M.2 or 2M.3
CORPORATIONS ACT 2001
Chapter 2N—Updating ASIC information about companies and registered schemes

CORPORATIONS ACT 2001
Part 2N.1—Review date

345A. Review date
345B. Company or responsible entity may change review date
345C. When choice has effect
CORPORATIONS ACT 2001
Part 2N.2—Extract of particulars

346A. ASIC must give an extract of particulars each year
346B. ASIC may ask questions
346C. Requirements in relation to an extract of particulars
CORPORATIONS ACT 2001
Part 2N.3—Solvency resolution

347A. Directors must pass a solvency resolution after each review date
347B. Notice to ASIC
347C. Payment of review fee is taken to be a representation by the directors that the company is solvent
CORPORATIONS ACT 2001
Part 2N.4—Return of particulars

348A. ASIC may give a return of particulars
348B. ASIC may ask questions
348C. ASIC may require a solvency resolution and statement
348D. General requirements in relation to a return of particulars
CORPORATIONS ACT 2001
Part 2N.5—Notice by proprietary companies of changes to ultimate
holding company

349A. Proprietary companies must notify ASIC of changes to ultimate holding company
349B. Another company becomes an ultimate holding company
349C. A company ceases to be an ultimate holding company
349D. Ultimate holding company changes its name
CORPORATIONS ACT 2001
Chapter 2P—Lodgments with ASIC

350. Forms for documents to be lodged with ASIC
351. Signing documents lodged with ASIC
352. Documents lodged with ASIC electronically
353. Electronic lodgment of certain documents
354. Telephone notice of certain changes
CORPORATIONS ACT 2001
Chapter 5—External administration

CORPORATIONS ACT 2001
Part 5.1—Arrangements and reconstructions

410. Interpretation
411. Administration of compromises etc.
412. Information as to compromise with creditors
413. Provisions for facilitating reconstruction and amalgamation of Part 5.1 bodies
414. Acquisition of shares of shareholders dissenting from scheme or contract approved by majority
415. Notification of appointment of scheme manager and power of Court to require report
CORPORATIONS ACT 2001
Part 5.2—Receivers, and other controllers, of property of
corporations

416. Definitions
417. Application of Part
418. Persons not to act as receivers
418A. Court may declare whether controller is validly acting
419. Liability of controller
419A. Liability of controller under pre-existing agreement about property used by corporation
420. Powers of receiver
420A. Controller's duty of care in exercising power of sale
420B. Court may authorise managing controller to dispose of property despite prior charge
420C. Receiver's power to carry on corporation's business during winding up
421. Controller's duties in relation to bank accounts and financial records
421A. Managing controller to report within 2 months about corporation's affairs
422. Reports by receiver
423. Supervision of controller
424. Controller may apply to Court
425. Court's power to fix receiver's remuneration
426. Controller has qualified privilege in certain cases
427. Notification of matters relating to controller
428. Statement that receiver appointed or other controller acting
429. Officers to report to controller about corporation's affairs
430. Controller may require reports
431. Controller may inspect books
432. Lodging controller's accounts
433. Payment of certain debts, out of property subject to floating charge, in priority to claims under charge
434. Enforcing controller's duty to make returns
434A. Court may remove controller for misconduct
434B. Court may remove redundant controller
434C. Effect of sections 434A and 434B
CORPORATIONS ACT 2001
Part 5.3A—Administration of a company's affairs with a view to
executing a deed of company arrangement

CORPORATIONS ACT 2001
Division 1—Preliminary


435A. Object of Part
435B. Definitions
435C. When administration begins and ends
CORPORATIONS ACT 2001
Division 2—Appointment of administrator and first meeting of
creditors


436A. Company may appoint administrator if board thinks it is or will become insolvent
436B. Liquidator may appoint administrator
436C. Chargee may appoint administrator
436D. Company already under administration
436E. Purpose and timing of first meeting of creditors
436F. Functions of committee of creditors
436G. Membership of committee
CORPORATIONS ACT 2001
Division 3—Administrator assumes control of company's affairs


437A. Role of administrator
437B. Administrator acts as company's agent
437C. Powers of other officers suspended
437D. Only administrator can deal with company's property
437E. Order for compensation where officer involved in void transaction
437F. Effect of administration on company's members
CORPORATIONS ACT 2001
Division 4—Administrator investigates company's affairs


438A. Administrator to investigate affairs and consider possible courses of action
438B. Directors to help administrator
438C. Administrator's rights to company's books
438D. Reports by administrator
CORPORATIONS ACT 2001
Division 5—Meeting of creditors decides company's future


439A. Administrator to convene meeting and inform creditors
439B. Conduct of meeting
439C. What creditors may decide
CORPORATIONS ACT 2001
Division 6—Protection of company's property during
administration


440A. Winding up company
440B. Charge unenforceable
440C. Owner or lessor cannot recover property used by company
440D. Stay of proceedings
440E. Administrator not liable in damages for refusing consent
440F. Suspension of enforcement process
440G. Duties of court officer in relation to property of company
440H. Lis pendens taken to exist
440J. Administration not to trigger liability of director or relative under guarantee of company's liability
CORPORATIONS ACT 2001
Division 7—Rights of chargee, owner or lessor


441A. Where chargee acts before or during decision period
441B. Where enforcement of charge begins before administration
441C. Charge on perishable property
441D. Court may limit powers of chargee etc. in relation to charged property
441E. Giving a notice under a charge
441F. Where recovery of property begins before administration
441G. Recovering perishable property
441H. Court may limit powers of receiver etc. in relation to property used by company
441J. Giving a notice under an agreement about property
441K. Effect of Division
CORPORATIONS ACT 2001
Division 8—Powers of administrator


442A. Additional powers of administrator
442B. Dealing with property subject to a floating charge that has crystallised
442C. When administrator may dispose of encumbered property
442D. Administrator's powers subject to powers of chargee, receiver etc.
442E. Administrator has qualified privilege
442F. Protection of persons dealing with administrator
CORPORATIONS ACT 2001
Division 9—Administrator's liability and indemnity for debts
of administration


CORPORATIONS ACT 2001
Subdivision A—Liability


443A. General debts
443B. Payments for property used or occupied by, or in the possession of, the company
443BA.Certain taxation liabilities
443C. Administrator not otherwise liable for company's debts
CORPORATIONS ACT 2001
Subdivision B—Indemnity


443D. Right of indemnity
443E. Right of indemnity has priority over other debts
443F. Lien to secure indemnity
CORPORATIONS ACT 2001
Division 10—Execution and effect of deed of company
arrangement


444A. Effect of creditors' resolution
444B. Execution of deed
444C. Creditor etc. not to act inconsistently with deed before its execution
444D. Effect of deed on creditors
444E. Protection of company's property from persons bound by deed
444F. Court may limit rights of secured creditor or owner or lessor
444G. Effect of deed on company, officers and members
444H. Extent of release of company's debts
CORPORATIONS ACT 2001
Division 11—Variation, termination and avoidance of deed


445A. Variation of deed by creditors
445B. Court may cancel variation
445C. When deed terminates
445D. When Court may terminate deed
445E. Creditors may terminate deed and resolve that company be wound up
445F. Meeting of creditors to consider proposed variation or termination of deed
445G. When Court may void or validate deed
445H. Effect of termination or avoidance
CORPORATIONS ACT 2001
Division 12—Transition to creditors' voluntary winding up


446A. Administrator becomes liquidator in certain cases
446B. Regulations may provide for transition in other cases
CORPORATIONS ACT 2001
Division 13—Powers of Court


447A. General power to make orders
447B. Orders to protect creditors during administration
447C. Court may declare whether administrator validly appointed
447D. Administrator may seek directions
447E. Supervision of administrator of company or deed
447F. Effect of Division
CORPORATIONS ACT 2001
Division 14—Qualifications of administrators


448A. Appointee must consent
448B. Administrator must be registered liquidator
448C. Disqualification of person connected with company
448D. Disqualification of insolvent under administration
CORPORATIONS ACT 2001
Division 15—Removal, replacement and remuneration of
administrator


449A. Appointment of administrator cannot be revoked
449B. Court may remove administrator
449C. Vacancy in office of administrator of company
449D. Vacancy in office of administrator of deed of company arrangement
449E. Remuneration of administrator
CORPORATIONS ACT 2001
Division 16—Notices about steps taken under Part


450A. Appointment of administrator
450B. Execution of deed of company arrangement
450C. Failure to execute deed of company arrangement
450D. Termination of deed of company arrangement
450E. Notice in public documents etc. of company
450F. Effect of contravention of this Division
CORPORATIONS ACT 2001
Division 17—Miscellaneous


451A. Appointment of 2 or more administrators of company
451B. Appointment of 2 or more administrators of deed of company arrangement
451C. Effect of things done during administration of company
451D. Time for doing act does not run while act prevented by this Part
CORPORATIONS ACT 2001
Part 5.4—Winding up in insolvency

CORPORATIONS ACT 2001
Division 1—When company to be wound up in insolvency


459A. Order that insolvent company be wound up in insolvency
459B. Order made on application under section 234, 462 or 464
459C. Presumptions to be made in certain proceedings
459D. Contingent or prospective liability relevant to whether company solvent
CORPORATIONS ACT 2001
Division 2—Statutory demand


459E. Creditor may serve statutory demand on company
459F. When company taken to fail to comply with statutory demand
CORPORATIONS ACT 2001
Division 3—Application to set aside statutory demand


459G. Company may apply
459H. Determination of application where there is a dispute or offsetting claim
459J. Setting aside demand on other grounds
459K. Effect of order setting aside demand
459L. Dismissal of application
459M. Order subject to conditions
459N. Costs where company successful
CORPORATIONS ACT 2001
Division 4—Application for order to wind up company in
insolvency


459P. Who may apply for order under section 459A
459Q. Application relying on failure to comply with statutory demand
459R. Period within which application must be determined
459S. Company may not oppose application on certain grounds
459T. Application to wind up joint debtors in insolvency
CORPORATIONS ACT 2001
Part 5.4A—Winding up by the Court on other grounds

461. General grounds on which company may be wound up by Court
462. Standing to apply for winding up
464. Application for winding up in connection with investigation under ASIC Act
CORPORATIONS ACT 2001
Part 5.4B—Winding up in insolvency or by the Court

CORPORATIONS ACT 2001
Division 1—General


465A. Notice of application
465B. Substitution of applicants
465C. Applicant to be given notice of grounds for opposing application
466. Payment of preliminary costs etc.
467. Court's powers on hearing application
467A. Effect of defect or irregularity on application under Part 5.4 or 5.4A
467B. Court may order winding up of company that is being wound up voluntarily
468. Avoidance of dispositions of property, attachments etc.
469. Application to be lis pendens
470. Certain notices to be lodged
CORPORATIONS ACT 2001
Division 1A—Effect of winding up order


471. Effect on creditors and contributories
471A. Powers of other officers suspended during winding up
471B. Stay of proceedings and suspension of enforcement process
471C. Secured creditor's rights not affected
CORPORATIONS ACT 2001
Division 2—Court-appointed liquidators


472. Court to appoint official liquidator
473. General provisions about liquidators
474. Custody and vesting of company's property
475. Report as to company's affairs to be submitted to liquidator
476. Preliminary report by liquidator
477. Powers of liquidator
478. Application of property; list of contributories
479. Exercise and control of liquidator's powers
480. Release of liquidator and deregistration of company
481. Orders for release or deregistration
CORPORATIONS ACT 2001
Division 3—General powers of Court


482. Power to stay or terminate winding up
483. Delivery of property to liquidator
484. Appointment of special manager
485. Claims of creditors and distribution of property
486. Inspection of books by creditors and contributories
486A. Court may make order to prevent officer or related entity from avoiding liability to company
486B. Warrant to arrest person who is absconding, or who has dealt with property or books, in order to avoid obligations in connection with winding up
487. Power to arrest absconding contributory
488. Delegation to liquidator of certain powers of Court
489. Powers of Court cumulative
CORPORATIONS ACT 2001
Part 5.5—Voluntary winding up

CORPORATIONS ACT 2001
Division 1—Resolution for winding up


490. When company cannot wind up voluntarily
491. Circumstances in which company may be wound up voluntarily
493. Effect of voluntary winding up
494. Declaration of solvency
CORPORATIONS ACT 2001
Division 2—Members' voluntary winding up


495. Liquidators
496. Duty of liquidator where company turns out to be insolvent
CORPORATIONS ACT 2001
Division 3—Creditors' voluntary winding up


497. Meeting of creditors
498. Power to adjourn meeting
499. Liquidators
500. Execution and civil proceedings
CORPORATIONS ACT 2001
Division 4—Voluntary winding up generally


501. Distribution of property of company
502. Appointment of liquidator
503. Removal of liquidator
504. Review of liquidator's remuneration
505. Acts of liquidator valid etc.
506. Powers and duties of liquidator
507. Power of liquidator to accept shares etc. as consideration for sale of property of company
508. Annual meeting of creditors
509. Final meeting and deregistration
510. Arrangement: when binding on creditors
511. Application to Court to have questions determined or powers exercised
512. Costs
CORPORATIONS ACT 2001
Part 5.6—Winding up generally

CORPORATIONS ACT 2001
Division 1—Preliminary


513. Application of Part
CORPORATIONS ACT 2001
Division 1A—When winding up taken to begin


513A. Winding up ordered by the Court
513B. Voluntary winding up
513C. Section 513C day in relation to an administration under Part 5.3A
513D. Validity of proceedings in earlier winding up
CORPORATIONS ACT 2001
Division 2—Contributories


514. Where Division applies
515. General liability of contributory
516. Company limited by shares
517. Company limited by guarantee
518. Company limited both by shares and by guarantee
519. Exceptions for former unlimited company
520. Past member: later debts
521. Person ceasing to be a member a year or more before winding up
522. Present members to contribute first
523. Past member of former unlimited company
524. Past member of former limited company
526. Liability on certain contracts
527. Nature of contributory's liability
528. Death of contributory
529. Bankruptcy of contributory
CORPORATIONS ACT 2001
Division 3—Liquidators


530A. Officers to help liquidator
530B. Liquidator's rights to company's books
530C. Warrant to search for, and seize, company's property or books
531. Books to be kept by liquidator
532. Disqualification of liquidator
533. Reports by liquidator
534. Prosecution by liquidator of delinquent officers and members
535. When liquidator has qualified privilege
536. Supervision of liquidators
537. Notice of appointment and address of liquidator
538. Regulations relating to money etc. received by liquidator
539. Liquidator's accounts
540. Liquidator to remedy defaults
CORPORATIONS ACT 2001
Division 4—General


541. Notification that company is in liquidation
542. Books of company
543. Investment of surplus funds on general account
544. Unclaimed money to be paid to ASIC
545. Expenses of winding up where property insufficient
546. Resolutions passed at adjourned meetings of creditors and contributories
547. Meetings to ascertain wishes of creditors or contributories
CORPORATIONS ACT 2001
Division 5—Committees of inspection


548. Convening of meetings by liquidator for appointment of committee of inspection
549. Proceedings of committee of inspection
550. Vacancies on committee of inspection
551. Member of committee not to accept extra benefit
552