Corporations Act. Australia
authorised not to use that word by a provision of a law of a State or Territory.
Meetings held in accordance with requirements of State and Territory laws
(7) The provisions of Chapter 2G of this Act do not apply to the calling or conduct of a meeting of a company to the extent to which the meeting is called or conducted in accordance with a provision of a law of a State or Territory. Any resolutions passed at the meeting are as valid as if the meeting had been called and conducted in accordance with this Act.
External administration under State and Territory laws
(8) The provisions of Chapter 5 of this Act do not apply to a scheme of arrangement, receivership, winding up or other external administration of a company to the extent to which the scheme, receivership, winding up or administration is carried out in accordance with a provision of a law of a State or Territory.
State and Territory laws dealing with company constitutions
(9) If a provision of a law of a State or Territory provides that a provision is included, or taken to be included, in a company’s constitution, the provision is included in the company’s constitution even though the procedures and other requirements of this Act are not complied with in relation to the provision.
(10) If a provision of a law of a State or Territory provides that additional requirements must be met for an alteration of a company’s constitution to take effect, the alteration does not take effect unless those requirements are met.
Other cases
(11) A provision of the Corporations legislation does not operate in a State or Territory to the extent necessary to ensure that no inconsistency arises between:
(a) the provision of the Corporations legislation; and
(b) a provision of a law of the State or Territory that would, but for this subsection, be inconsistent with the provision of the Corporations legislation.
Note 1: A provision of the State or Territory law is not covered by this subsection if one of the earlier subsections in this section applies to the provision: if one of those subsections applies there would be no potential inconsistency to be dealt with by this subsection.
Note 2: The operation of the provision of the State or Territory law will be supported by section 5E to the extent to which it can operate concurrently with the provision of the Corporations legislation.
Pre‑commencement (commenced) provision
(12) A provision of a law of a State or Territory is a pre‑commencement (commenced) provision if it:
(a) is enacted, and comes into force, before the commencement of this Act; and
(b) is not a provision that has been materially amended after commencement (see subsections (15) to (17)).
Pre‑commencement (enacted) provision
(13) A provision of a law of a State or Territory is a pre‑commencement (enacted) provision if it:
(a) is enacted before, but comes into force on or after, the commencement of this Act; and
(b) is not a provision that has been materially amended after commencement (see subsections (15) to (17)).
Post‑commencement provision
(14) A provision of a law of a State or Territory is a post‑commencement provision if it:
(a) is enacted, and comes into force, on or after the commencement of this Act; and
(b) is not a provision that has been materially amended after commencement (see subsections (15) to (17)).
Provision materially amended after commencement
(15) A provision of a law of a State or Territory is materially amended after commencement if:
(a) an amendment of the provision commences on or after the commencement of this Act; and
(b) neither subsection (16) nor subsection (17) applies to the amendment.
(16) A provision of a law of a State or Territory is not materially amended after commencement under subsection (15) if the amendment merely:
(a) changes:
(i) a reference to the Corporations Law or the ASC or ASIC Law, or the Corporations Law or the ASC or ASIC Law of a State or Territory, to a reference to the Corporations Act or the ASIC Act; or
(ii) a reference to a provision of the Corporations Law or the ASC or ASIC Law, or the Corporations Law or ASC or ASIC Law of a State or Territory, to a reference to a provision of the Corporations Act or the ASIC Act; or
(iii) a penalty for a contravention of a provision of a law of a State or Territory; or
(iv) a reference to a particular person or body to a reference to another person or body; or
(b) adds a condition that must be met before a right is conferred, an obligation imposed or a power conferred; or
(c) adds criteria to be taken into account before a power is exercised; or
(d) amends the provision in way declared by the regulations to not constitute a material amendment for the purposes of this subsection.
(17) A provision of a law of a State or Territory is not materially amended after commencement under subsection (15) if:
(a) the provision as amended would be inconsistent with a provision of the Corporations legislation but for this section; and
(b) the amendment would not materially reduce the range of persons, acts and circumstances to which the provision of the Corporations legislation applies if this section applied to the provision of the State or Territory law as amended.
5H Registration of body as company on basis of State or Territory law
(1) A body is taken to be registered under this Act as a company of a particular type under section 118 if a law of a State or Territory in this jurisdiction:
(a) provides that the body is a deemed registration company for the purposes of this section; and
(b) specifies:
(i) the day on which the body is to be taken to be registered (the registration day) or the manner in which that day is to be fixed; and
(ii) the type of company the body is to be registered as under this Act;
(iii) the company’s proposed name (unless the ACN is to be used in its name);
and subsections (2) and (3) are satisfied.
(2) A notice setting out the following details must be lodged before the registration day:
(a) the name and address of each person who is to be a member on registration;
(b) the present given and family name, all former given and family names and the date and place of birth of each person who is to be a director on registration;
(c) 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 company secretary;
(d) the address of each person who is to be a director or company secretary on registration;
(e) the address of the company’s proposed registered office;
(f) for a public company — the proposed opening hours of its registered office (if they are not the standard opening hours);
(g) the address of the company’s proposed principal place of business (if it is not the address of the proposed registered office);
(h) for a company limited by shares or an unlimited company — the following:
(i) the number and class of shares each member agrees in writing