Corporations Act 2001
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
(b) replaceable rule for proprietary companies and mandatory rule for public companies - applies:
(ii) any company registered before 1 July 1998 that repeals or repealed its constitution after that day; and
(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(iii) as a replaceable rule to any proprietary company that is or was registered before 1 July 1998 that repeals or repealed its constitution after that day; and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 .
View history note
Hide history noteCompany ' 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 ).
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