Название: Corporations Act
Автор: Australia
Издательство: Проспект
Жанр: Юриспруденция, право
isbn: 9785392086429
isbn:
(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