Corporations Act 2001

CHAPTER 2B - BASIC FEATURES OF A COMPANY  

PART 2B.4 - REPLACEABLE RULES AND CONSTITUTION  

SECTION 135   REPLACEABLE RULES  
Companies to which replaceable rules apply

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(ii) any company registered before 1 July 1998 that repeals or repealed its constitution after that day; and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(iii) as a replaceable rule to any proprietary company that is or was registered before 1 July 1998 that repeals or repealed its constitution after that day; and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

Note 3: Paragraph (a) does not apply for CCIVs: see section 1223A .

Company ' s constitution can displace or modify replaceable rules

135(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

135(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 ).