Corporations Act. Australia
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Название: Corporations Act
Автор: Australia
Издательство: Проспект
Жанр: Юриспруденция, право
isbn: 9785392086429
isbn:
Note 1: Paragraph (b) — sections 147 and 152 deal with the availability and reservation of names.
Note 2: Paragraph (f) — the address that must be stated is usually the residential address, although an alternative address can sometimes be stated instead (see section 205D).
Note 3: Paragraph (g) — if the company is not to be the occupier of premises at the address of its registered office, the application must state that the occupier has consented to the address being specified in the application and has not withdrawn that consent (see section 100).
Note 4: Paragraph (h) — for standard opening hours, see section 9.
(3) If the company is to be a public company and is to have a constitution on registration, a copy of the constitution must be lodged with the application.
(4) The application must be in the prescribed form.
(5) An applicant must have the consents and agreements referred to in subsection (2) when the application is lodged. After the company is registered, the applicant must give the consents and agreements to the company. The company must keep the consents and agreements.
(6) An offence based on subsection (5) is an offence of strict liability.
Note: For strict liability, see section 6.1 of the Criminal Code.
118 ASIC gives company ACN, registers company and issues certificate
Registration
(1) If an application is lodged under section 117, ASIC may:
(a) give the company an ACN; and
(b) register the company; and
(c) issue a certificate that states:
(i) the company’s name; and
(ii) the company’s ACN; and
(iii) the company’s type; and
(iv) that the company is registered as a company under this Act; and
(v) the State or Territory in this jurisdiction in which the company is taken to be registered; and
(vi) the date of registration.
Note: For the evidentiary value of a certificate of registration, see subsection 1274(7A).
ASIC must keep record of registration
(2) ASIC must keep a record of the registration. Subsections 1274(2) and (5) apply to the record as if it were a document lodged with ASIC.
119 Company comes into existence on registration
A company comes into existence as a body corporate at the beginning of the day on which it is registered. The company’s name is the name specified in the certificate of registration.
Note: The company remains in existence until it is deregistered (see Chapter 5A).
119A Jurisdiction of incorporation and jurisdiction of registration
Jurisdiction in which company incorporated
(1) A company is incorporated in this jurisdiction.
Jurisdiction of registration
(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
(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
(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).
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.
(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
(ii) the State in which the company is taken to be registered ceases to be a referring State; and
(b) the procedural requirements specified in the regulations are satisfied.
(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.
120 Members, directors and company secretary of a company
(1) A person becomes a member, director or company secretary of a company on registration if the person is specified in the application with their consent as a proposed member, director or company secretary of the company.
(2) The shares to be taken up by the members as specified in the application are taken to be issued to the members on registration of the company.
Note: A member’s name must be entered in the register of members (see section 169).
121 Registered office
The address specified in the application for registration for the company’s proposed registered office becomes the address of the company’s registered office on registration.
122 Expenses incurred in promoting and setting up company
The expenses incurred before registration in promoting and setting up a company may be paid out of the company’s assets.
123 Company may have common seal
(1) A company may have a common seal. If a company does have a common seal, the company must set out on it:
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