Corporations Act. Australia

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      Note 1: Item 1—subsection (12) tells you when a provision is a pre‑commencement (commenced) provision.

      Note 2: Item 1 paragraph (a) — For example, a State or Territory provision enacted after the commencement of the Corporations Law might not have operated despite the Corporations Law if it was not expressly provided that the provision was to operate despite a specified provision, or despite any provision, of the Corporations Law (see, for example, section 5 of the Corporations (New South Wales) Act 1990).

      Note 3: Item 2—subsection (13) tells you when a provision is a pre‑commencement (enacted) provision.

      Note 4: Item 3—subsection (14) tells you when a provision is a post‑commencement provision.

      Note 5: Subsections (15) to (17) tell you when a provision is materially amended after commencement.

      State and Territory laws specifically authorising or requiring act or thing to be done

      (4) A provision of the Corporations legislation does not:

      (a) prohibit the doing of an act; or

      (b) impose a liability (whether civil or criminal) for doing an act;

      if a provision of a law of a State or Territory specifically authorises or requires the doing of that act.

      Instructions given to directors under State and Territory laws

      (5) If a provision of a law of a State or Territory specifically:

      (a) authorises a person to give instructions to the directors or other officers of a company or body; or

      (b) requires the directors of a company or body to:

      (i) comply with instructions given by a person; or

      (ii) have regard to matters communicated to the company or body by a person; or

      (c) provides that a company or body is subject to the control or direction of a person;

      a provision of the Corporations legislation does not:

      (d) prevent the person from giving an instruction to the directors or exercising control or direction over the company or body; or

      (e) without limiting subsection (4):

      (i) prohibit a director from complying with the instruction or direction; or

      (ii) impose a liability (whether civil or criminal) on a director for complying with the instruction or direction.

      The person is not taken to be a director of a company or body for the purposes of the Corporations legislation merely because the directors of the company or body are accustomed to act in accordance with the person’s instructions.

      Use of names authorised by State and Territory laws

      (6) The provisions of Part 2B.6 and Part 5B.3 of this Act do not:

      (a) prohibit a company or other body from using a name if the use of the name is expressly provided for, or authorised by, a provision of a law of a State or Territory; or

      (b) require a company or other body to use a word as part of its name if the company or body is expressly authorised not to use that word by a provision of a law of a State or Territory.

      Meetings held in accordance with requirements of State and Territory laws

      (7) The provisions of Chapter 2G of this Act do not apply to the calling or conduct of a meeting of a company to the extent to which the meeting is called or conducted in accordance with a provision of a law of a State or Territory. Any resolutions passed at the meeting are as valid as if the meeting had been called and conducted in accordance with this Act.

      External administration under State and Territory laws

      (8) The provisions of Chapter 5 of this Act do not apply to a scheme of arrangement, receivership, winding up or other external administration of a company to the extent to which the scheme, receivership, winding up or administration is carried out in accordance with a provision of a law of a State or Territory.

      State and Territory laws dealing with company constitutions

      (9) If a provision of a law of a State or Territory provides that a provision is included, or taken to be included, in a company’s constitution, the provision is included in the company’s constitution even though the procedures and other requirements of this Act are not complied with in relation to the provision.

      (10) If a provision of a law of a State or Territory provides that additional requirements must be met for an alteration of a company’s constitution to take effect, the alteration does not take effect unless those requirements are met.

      Other cases

      (11) A provision of the Corporations legislation does not operate in a State or Territory to the extent necessary to ensure that no inconsistency arises between:

      (a) the provision of the Corporations legislation; and

      (b) a provision of a law of the State or Territory that would, but for this subsection, be inconsistent with the provision of the Corporations legislation.

      Note 1: A provision of the State or Territory law is not covered by this subsection if one of the earlier subsections in this section applies to the provision: if one of those subsections applies there would be no potential inconsistency to be dealt with by this subsection.

      Note 2: The operation of the provision of the State or Territory law will be supported by section 5E to the extent to which it can operate concurrently with the provision of the Corporations legislation.

      Pre‑commencement (commenced) provision

      (12) A provision СКАЧАТЬ