Corporations Act. Australia
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
(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
(3) A no liability company must not engage in activities that are outside its mining purposes objects.
(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.
(5) An act or transaction is not invalid merely because of a contravention of subsection (3) or (4).
113 Proprietary companies
(1) A company must have no more than 50 non — employee shareholders if it is to:
(a) be registered as a proprietary company; or
(b) change to a proprietary company; or
(c) remain registered as a proprietary company.
Note: Proprietary companies have different financial reporting obligations depending on whether they are small proprietary companies or large proprietary companies (see section 45A and Part 2M.3).
(2) In applying subsection (1):
(a) count joint holders of a particular parcel of shares as 1 person; and
(b) an employee shareholder is:
(i) a shareholder who is an employee of the company or of a subsidiary of the company; or
(ii) a shareholder who was an employee of the company, or of a subsidiary of the company, when they became a shareholder.
(3) A proprietary company must not engage in any activity that would require disclosure to investors under Chapter 6D, except for an offer of its shares to:
(a) existing shareholders of the company; or
(b) employees of the company or of a subsidiary of the company.
(3A) An offence based on subsection (3) is an offence of strict liability.
Note: For strict liability, see section 6.1 of the Criminal Code.
(4) An act or transaction is not invalid merely because of a contravention of subsection (3).
Note: If a proprietary company contravenes this section, ASIC may require it to change to a public company (see section 165).
114 Minimum of 1 member
A company needs to have at least 1 member.
115 Restrictions on size of partnerships and associations
(1) A person must not participate in the formation of a partnership or association that:
(a) has as an object gain for itself or for any of its members; and
(b) has more than 20 members;
unless the partnership or association is incorporated or formed under an Australian law.
Note: For the effect of a contravention of this section, see section 103.
(2) The regulations may specify a higher number that is higher than the number specified in paragraph (1)(b) for the purposes of the application of that paragraph to a particular kind of partnership or association.
(3) An offence based on subsection (1) is an offence of strict liability.
Note: For strict liability, see section 6.1 of the Criminal Code.
116 Trade unions cannot be registered
A trade union cannot be registered under this Act.
Part 2A.2 — How a company is registered
117 Applying for registration
Lodging application
(1) To register a company, a person must lodge an application with ASIC.
Note: For the types of companies that can be registered, see section 112.
Contents of the application
(2) The application must state the following:
(a) the type of company that is proposed to be registered under this Act;
(b) the company’s proposed name (unless the ACN is to be used in its name);
(c) the name and address of each person who consents to become a member;
(d) the present given and family name, all former given and family names and the date and place of birth of each person who consents in writing to become a director;
(e) the present given and family name, all former given and family names and the date and place of birth of each person who consents