Corporations Act 2001
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Hide history noteA proprietary company limited by shares must have a share capital and at least 1 shareholder. ASIC may apply to a Court to have a company wound up if it does not have any shareholders.
6.1 Becoming a shareholder and ceasing to be a shareholder.A person may become a shareholder of a company in several ways, including the following:
• the person being listed as a shareholder of the company in the application for registration of the company
• the company issuing shares to the person
• the person buying shares in the company from an existing shareholder and the company registering the transfer.
Some of the ways in which a person ceases to be a shareholder are:
• the person sells all of their shares in the company and the company registers the transfer of the shares
• the company buys back all the person ' s shares
• ASIC cancels the company ' s registration.
[ sections 117 , 120 , 601AA - 601AD ]
[ CCH Note: Pt 1.5, para 6.1 will be amended by No 69 of 2020, s 3, Sch 1[406], by substituting " the Registrar deregisters the company " for " ASIC cancels the company ' s registration " , (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
A company may have different classes of shares. The rights and restrictions attached to the shares in a class distinguish it from other classes of shares.
6.3 Meetings of shareholders.Directors have the power to call meetings of all shareholders or meetings of only those shareholders who hold a particular class of shares.
Shareholders who hold at least 5% of the votes which may be cast at a general meeting of a company have the power to call and hold a meeting themselves or to require the directors to call and hold a meeting. Meetings may be held regularly or to resolve specific questions about the management or business of the company.
The Corporations Act sets out rules dealing with shareholders ' meetings.
A shareholder of a company may ask the company for a copy of the record of a meeting or of a decision of shareholders taken without a meeting.
6.4 Voting rights.Different rights to vote at meetings of shareholders may attach to different classes of shares. It is a replaceable rule (see 1.6) that, subject to those different rights, each shareholder has 1 vote on a show of hands and, on a poll, 1 vote for each share held.
[ sections 250E , 254A - 254B ]
6.5 Buying and selling shares.A shareholder may sell their shares but only if the sale would not breach the company ' s constitution (if any). It is a replaceable rule (see 1.6) that the directors have a discretion to refuse to register a transfer of shares.
[ sections 1091D - 1091E]
[ CCH Note: The reference to sections " 1091D-1091E " is a legislative oversight. The references should be to sections " 1072F " and " 1072G " .]
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