CLOSE CORPORATIONS ACT 1989
Table of Provisions
- 1 Short title
- 2 Commencement
- 3 Application to the Crown
- 4 Extension to external Territories
- 5 Administration
- 6 General dictionary
- 7 Dormant close corporations
- 8 New close corporations
- 9 What is a holding company
- 10 What is a subsidiary
- 11 Control of a body corporate's board
- 12 Matters to be disregarded
- 13 Involvement in contraventions
- 14 Receivers and managers
- 15 How certain provisions of Corporations Act apply to close corporations
- 16 Formation
- 17 Share capital
- 18 Registration
- 19 Requirements as to founding statement
- 20 Changes in particulars in founding statement or membership register
- 21 Certificate of registration
- 22 Effect of certificate
- 23 Incorporation
- 24 Conversion of company into close corporation
- 25 Lodgment of activities statement
- 26 Further activities statement where control of corporation is to change
- 27 Commission to take action
- 28 Presumptions about loss of trading corporation status
- 29 Close corporation to take action
- 30 Names available for registration
- 31 Words or abbreviations to be included in names
- 32 Close corporation may have number as its name
- 33 Reservation of name not required in certain circumstances
- 34 Registration of name without reservation
- 35 Reservation and registration of name of a proposed close corporation
- 36 Reservation and registration of proposed new name of close corporation
- 37 Extension of reservation
- 38 Cancellation of registration where close corporation is dissolved or converted into a company
- 39 Change of name 40. Restriction on use of name ''close corporation''
- 41 Publication of close corporation's name
- 42 Interpretation
- 43 Object of section 44
- 44 Legal capacity
- 45 Application of certain State and Territory laws
- 46 Close corporation not to act as trustee
- 47 Persons having dealings with close corporations
- 48 Lodgment of documents etc. not to constitute constructive notice
- 49 Effect of fraud
- 50 Close corporation not to be a holding company
- 51 Close corporation not to make or issue offers or invitations to the public in respect of its shares
- 52 Capacity of shareholding or membership
- 53 Membership register
- 54 Subscribers to become members
- 55 Persons becoming members after registration
- 56 Change in shareholding
- 57 Members holding shares otherwise than beneficially
- 58 Members holding shares in different capacities
- 59 Unregistered members
- 60 Maximum number of members
- 61 Only natural persons to be members
- 62 Majority of members to be residents
- 63 Disqualification
- 64 Effect of death of sole member
- 65 Transfer of shares
- 66 Application of Part 7.13 of Corporations Act
- 67 Association agreement
- 68 Model association agreement
- 69 This Division subject to contrary agreement
- 70 Indemnity
- 71 Loans by members
- 72 Participation in management
- 73 Allotment of shares
- 74 Members not to be remunerated
- 75 Resolution of differences
- 76 Convening of meeting of members
- 77 Members to render accounts
- 78 Accountability of members for benefits
- 79 Members not to compete with corporation
- 80 Member to compensate corporation for loss resulting from conduct of member
- 81 Application of Part 3.4 of Corporations Act
- 82 Duty to keep accounts
- 83 Annual certificate of compliance
- 84 Annual activities statement
- 85 Members to be agents of corporation
- 86 Ratification of contracts made before formation of corporation
- 87 Restriction on acquisition by corporation of its shares or units of its shares
- 88 Corporation may acquire shares in accordance with this Division
- 89 Consent and declaration of solvency by members
- 90 Withdrawal from participation in declaration of solvency
- 91 Publication of notice of proposed acquisition of shares
- 92 Corporation to cancel shares acquired
- 93 Interpretation
- 94 Prohibition
- 95 Order for compensation
- 96 Power to grant relief
- 97 Exceptions
- 98 Authorisation
- 99 Powers of Court
- 100 Members' duties not affected
- 101 Consequences of corporation financing dealings in its shares etc.
- 102 Application of Part 3.5 of Corporations Act
- 103 Application of Part 5.1 of Corporations Act
- 104 Application of Part 5.2 of Corporations Act
- 105 Application of Part 5.3 of Corporations Act
- 106 Members generally not liable
- 107 Liability if number of members exceeds 10
- 108 Liability where proper accounting records not kept
- 109 Liability if corporation becomes a holding company
- 110 Liability for unreasonable delay in taking action where corporation insolvent
- 111 Liability of signatories to declaration of solvency if corporation insolvent
- 112 Liability where insolvency resulted from unlawful acquisition of shares
- 113 Corporation not liable to member who pays debt of corporation
- 114 Application of Parts 5.4, 5.5 and 5.6 of Corporations Act
- 115 Replacement of sections 459, 460, 461 and 462
- 116 Voluntary winding up
- 117 Decision or notice to constitute special resolution
- 118 Priority of Commission's costs
- 119 Ranking of claims
- 120 Provisional liquidator
- 121 Financial assistance to liquidator from recovery trust fund
- 122 Definition
- 123 Establishment of fund
- 124 Money constituting fund
- 125 Investment of fund
- 126 Fund to be kept in separate bank account
- 127 Registration of corporation subject to corporation contributing to fund
- 128 Additional contributions to fund
- 129 Payments out of the fund
- 130 Contributions not payable unless imposed by another Act
- 130A Interpretation
- 130B Applications for review
- 130C Excluded decisions
- 131 Power to grant relief
- 132 Injunctions
- 133 Other orders
- 134 Power to prohibit payment or transfer of money or property
- 135 Power to punish for contempts
- 136 Power to give directions with respect to meetings
- 138 Appeals from decisions of receivers, liquidators etc.
- 139 Irregularities
- 140 Power to compel compliance
- 141 Power of Commission to intervene in proceedings
- 142 Proceedings, how taken
- 143 Time for instituting criminal proceedings
- 145 Standard of proof
- 146 Evidence of convictions
- 147 Costs
- 148 Civil proceedings not to be stayed
- 149 Form and evidentiary value of books
- 150 Admissibility of books in evidence
- 151 Admissions and representations by members
- 152 Interpretation
- 153 Offences relating to property, books etc.
- 154 Offence where proper accounts not kept
- 155 Incurring of debts or fraudulent conduct
- 156 Court may impose personal liability
- 157 Certain rights not affected
- 158 Inducement to be appointed liquidator or official manager
- 159 Falsification of books
- 160 Frauds by officers
- 161 False or misleading statements
- 162 False information etc.
- 163 General penalty provisions
- 164 Penalty notices
- 165 Continuing offences
- 166 Dividends
- 167 Service of documents
- 168 Vesting of property
- 169 Rules
- 170 Regulations