Corporations Act. Australia
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Название: Corporations Act

Автор: Australia

Издательство: Проспект

Жанр: Юриспруденция, право

Серия:

isbn: 9785392086429

isbn:

СКАЧАТЬ letting or contract.

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

      113 Proprietary companies

      (1) A company must have no more than 50 non — employee shareholders if it is to:

      (a) be registered as a proprietary company; or

      (b) change to a proprietary company; or

      (c) remain registered as a proprietary company.

      Note: Proprietary companies have different financial reporting obligations depending on whether they are small proprietary companies or large proprietary companies (see section 45A and Part 2M.3).

      (2) In applying subsection (1):

      (a) count joint holders of a particular parcel of shares as 1 person; and

      (b) an employee shareholder is:

      (i) a shareholder who is an employee of the company or of a subsidiary of the company; or

      (ii) a shareholder who was an employee of the company, or of a subsidiary of the company, when they became a shareholder.

      (3) A proprietary company must not engage in any activity that would require disclosure to investors under Chapter 6D, except for an offer of its shares to:

      (a) existing shareholders of the company; or

      (b) employees of the company or of a subsidiary of the company.

      (3A) An offence based on subsection (3) is an offence of strict liability.

      Note: For strict liability, see section 6.1 of the Criminal Code.

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

      Note: If a proprietary company contravenes this section, ASIC may require it to change to a public company (see section 165).

      114 Minimum of 1 member

      A company needs to have at least 1 member.

      115 Restrictions on size of partnerships and associations

      (1) A person must not participate in the formation of a partnership or association that:

      (a) has as an object gain for itself or for any of its members; and

      (b) has more than 20 members;

      unless the partnership or association is incorporated or formed under an Australian law.

      Note: For the effect of a contravention of this section, see section 103.

      (2) The regulations may specify a higher number that is higher than the number specified in paragraph (1)(b) for the purposes of the application of that paragraph to a particular kind of partnership or association.

      (3) An offence based on subsection (1) is an offence of strict liability.

      Note: For strict liability, see section 6.1 of the Criminal Code.

      116 Trade unions cannot be registered

      A trade union cannot be registered under this Act.

      Part 2A.2 — How a company is registered

      117 Applying for registration

      Lodging application

      (1) To register a company, a person must lodge an application with ASIC.

      Note: For the types of companies that can be registered, see section 112.

      Contents of the application

      (2) The application must state the following:

      (a) the type of company that is proposed to be registered under this Act;

      (b) the company’s proposed name (unless the ACN is to be used in its name);

      (c) the name and address of each person who consents to become a member;

      (d) the present given and family name, all former given and family names and the date and place of birth of each person who consents in writing to become a director;

      (e) the present given and family name, all former given and family names and the date and place of birth of each person who consents in writing to become a company secretary;

      (f) the address of each person who consents in writing to become a director or company secretary;

      (g) the address of the company’s proposed registered office;

      (h) for a public company — the proposed opening hours of its registered office (if they are not the standard opening hours);

      (j) the address of the company’s proposed principal place of business (if it is not the address of the proposed registered office);

      (k) for a company limited by shares or an unlimited company — the following:

      (i) the number and class of shares each member agrees in writing to take up;

      (ii) the amount (if any) each member agrees in writing to pay for each share;

      (iia) whether the shares each member agrees in writing to take up will be fully paid on registration;

      (iii) if that amount is not to be paid in full on registration — the amount (if any) each member agrees in writing to be unpaid on each share;

      (iv) whether or not the shares each member agrees in writing to take up will be beneficially owned by the member on registration;

      (l) for a public company that is limited by shares or is an unlimited company, if shares will be issued for non‑cash consideration — the prescribed particulars about the issue of the shares, unless the shares will be issued under a written contract and a copy of the contract is lodged with the application;

      (m) for a company limited by guarantee — the proposed amount of the guarantee that each member agrees to in writing;

      (ma) whether or not, on registration, the company will have an ultimate holding company;

      (mb) if, on registration, the company will have an ultimate holding company — the following:

      (i) the name of the ultimate holding company;

      (ii) if the ultimate holding company is registered in Australia — its ABN, ACN or ARBN;

      (iii) if the ultimate holding company is not registered in Australia — the place at which it was incorporated or formed;

      (n) the State or Territory in СКАЧАТЬ