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CORPORATIONS ACT 2001 - SECT 135

Replaceable rules

Companies to which replaceable rules apply

             (1)  A section or subsection (except subsection 129(1), this section and sections 140 and 141) whose heading contains the words:

                     (a)  replaceable rule --applies as a replaceable rule to:

                              (i)  each company that is or was registered after 1 July 1998; and

                             (ii)  any company registered before 1 July 1998 that repeals or repealed its constitution after that day; and

                     (b)  replaceable rule for proprietary companies and mandatory rule for public companies --applies:

                              (i)  as a replaceable rule to any proprietary company that is or was registered after 1 July 1998; and

                             (ii)  as a replaceable rule to any company that is or eas registered after 1 July 1998 and that changes or changed to a proprietary company (but only while it is a proprietary company); and

                            (iii)  as a replaceable rule to any proprietary company that is or was registered before 1 July 1998 that repeals or repealed its constitution after that day; and

                            (iv)  as an ordinary provision of this Act to any public company whenever registered.

                   The section or subsection does not apply to a proprietary company while the same person is both its sole director and sole shareholder.

Note 1:       See sections 198E, 201F and 202C for the special provisions that apply to a proprietary company while the same person is both its sole director and sole shareholder.

Note 2:       A company may include in its constitution (by reference or otherwise) a replaceable rule that does not otherwise apply to it.

Company's constitution can displace or modify replaceable rules

             (2)  A provision of a section or subsection that applies to a company as a replaceable rule can be displaced or modified by the company's constitution.

Failure to comply with replaceable rules

             (3)  A failure to comply with the replaceable rules as they apply to a company is not of itself a contravention of this Act (so the provisions about criminal liability, civil liability and injunctions do not apply).

Note:          Replaceable rules that apply to a company have effect as a contract (see section 140).



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