Corporations Act 2001
Jurisdiction in which company incorporated
119A(1)
A company is incorporated in this jurisdiction.
Jurisdiction of registration
119A(2)
A company is taken to be registered in: (a) the State or Territory specified:
(i) in the application for the company ' s registration under paragraph 117(2)(n) (registration of company under this Part); or
(b) the State or Territory in which the company is taken to be registered under paragraph 5H(4)(b) (registration of body as company on basis of State or Territory law).
(ii) in the application for the company ' s registration under paragraph 601BC(2)(o) (registration of registrable body as company under Part 5B.1 ); or
This subsection has effect subject to subsection (3).
Note 1: ASIC must specify the State or Territory in which the company is taken to be registered in the company ' s certificate of registration (see paragraph 118(1)(c)(v) and 601BD(1)(c)(v) ).
Note 2: The company ' s legal capacity and powers do not depend in any way on the particular State or Territory it is taken to be registered in (see section 124 ).
Note 3: A law of a State or Territory may impose obligations, or confer rights or powers, on a person by reference to the State or Territory in which a company is taken to be registered for the purposes of this Act. For example, a State or Territory law dealing with stamp duty on share transfers might impose duty on transfers of shares in companies that are taken to be registered in that State or Territory for the purposes of this Act.
[ CCH Note: S 119A(2) will be amended by No 69 of 2020, s 3, Sch 1[425] - [ 427], by substituting " subsection 117(2A) " for " paragraph 117(2)(n) " in para (a)(i), " subsection 601BC(3) " for " paragraph 601BC(2)(o) " in para (a)(ii) and repealing the note 1, (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
119A(3)
The State or Territory in which a company is taken to be registered changes to the State or Territory in this jurisdiction nominated by the company if: (a) either:
(i) the relevant Minister of the State or Territory in which the company is taken to be registered before the change approves the change; or
(b) the procedural requirements specified in the regulations are satisfied.
(ii) the State in which the company is taken to be registered ceases to be a referring State; and
119A(4)
A company continues to be registered under this Act even if the State in which the company is taken to be registered ceases to be a referring State.
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