THE CORPORATIONS LAW

CCH Note: Part 13 of the Corporations Act 1989, inserted by sec 6 of No 110 of 1990, Sch 1 (effective 1 January 1991), begins as follows:

PART 13 - THE CORPORATIONS LAW
THE CORPORATIONS LAW 82
The Corporations Law is as follows:...

CHAPTER 2A - REGISTERING A COMPANY

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PART 2A.1 - WHAT COMPANIES CAN BE REGISTERED

SECTION 112 TYPES OF COMPANIES

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112(1) Types of companies.

The following types of companies can be registered under this Law:

+-----------------------+-----------------------------+
| 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 section 1413.

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112(2) No liability companies.

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 sections referred to in the following table:

-------------------------------------------------------
No liability company provisions                        
-------------------------------------------------------
item     topic              sections                   
-------------------------------------------------------
1        names              148, 156, 162              
                                                       
2        terms of issue     254B                       
         of shares                                     
                                                       
3        liability on       254M                       
         partly-paid                                   
         shares                                        
                                                       
4        calls              254P-254R                  
                                                       
5        winding up         477-478, 483, 514          
                                                       
6        registering        610BA                      
         a body as                                     
         a company                                     
                                                       
7       transitional        1413                       
-------------------------------------------------------

CCH Note: The reference to sec 610BA appears to be a legislative drafting error, and should read sec 601BA.

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112(3) [Mining purposes]

A no liability company must not engage in activities that are outside its mining purposes objects.

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112(4) [Letting or contract]

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.

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112(5) [Invalidity]

An act or transaction is not invalid merely because of a contravention of subsection (3) or (4).

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