Commonwealth Consolidated Acts

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CORPORATIONS ACT 2001 - SECT 112

Types of companies

Types of companies

             (1)  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).



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