Corporations Act 2001

2024-09-11T08:42:44Z

175.32.185.119:

{{Short description|Act of the Parliament of Australia}}
{{italic title}}
{{more citations needed|date=November 2017}}
{{Use Australian English|date=May 2018}}
{{Use dmy dates|date=May 2018}}
{{Infobox legislation
|name= ''Corporations Act 2001''
| legislature = [[Parliament of Australia]]
| long_title = An Act to make provision in relation to corporations, securities, the futures industry and financial products and services, and for other purposes
| citation = {{URL|https://www.legislation.gov.au/Details/C2004A00818|No. 50 of 2001}} or {{URL|https://www.legislation.gov.au/C2004A00818/latest/text|No. 50 of 2001 as amended}}
| territorial_extent = [[States and territories of Australia]]
| royal_assent = 28 June 2001
| status = in force
}}
{{Politics of Australia sidebar|collapsed}}
The '''''Corporations Act 2001''''' is an [[Act of Parliament|Act]] of the [[Parliament of Australia]], which sets out the laws dealing with [[business entity|business entities]] in Australia. The [[company]] is the Act's primary focus, but other entities, such as [[partnership]]s and managed investment schemes, are also regulated. The Act is the foundational basis of [[Australian corporate law]], with every [[Australian state]] having adopted the Act as required by the [[Australian Constitution]].

The Act is the principal legislation regulating companies in Australia. It regulates matters such as the formation and operation of companies (in conjunction with a constitution that may be adopted by a company), duties of officers, takeovers and fundraising.

== Background ==

=== Constitutional basis ===
[[Australian corporate law]] was the subject of a successful legal challenge in the [[High Court of Australia]] in [[New South Wales v Commonwealth (1990)|''New South Wales v Commonwealth'' (1990)]] ('The Corporations Act Case'). In that case, the Commonwealth was found to have insufficient power to legislate in relation to the formation of companies. [[Section 51(xx) of the Australian Constitution]] was found to provide sufficient power for legislation applicable only to foreign corporations and corporations already formed within the Commonwealth. This decision led to the creation of a co-operative scheme, involving a [[Section 51(xxxvii) of the Australian Constitution|referral of power]] from the [[Australian states]].

Under the [[Corporations Agreement]] between the states and the Commonwealth, all changes to the Act must be referred to the [[Ministerial Council for Corporations]] (MINCO) for approval. The co-operative scheme has come under pressure in recent times as the Commonwealth Government has sought to rely on the [[Section 51(xx) of the Australian Constitution|corporations power]] to legislate for its [[industrial relations]] reform agenda. This has led to some [[Australian Labor Party|Labor]] states threatening to withdraw from the Corporations Agreement.

==The Act==
The Act is published in five volumes covering a total of ten chapters. The chapters have multiple parts, and within each part there may be multiple divisions. Each chapter contains a collection of sections.

===Volume 1===

====Chapters 1–2J====
*Chapter 1—Introductory
*Chapter 2A—Registering a company
*Chapter 2B—Basic features of a company
*Chapter 2C—Registers
*Chapter 2D—Officers and employees
*Chapter 2E—[[Related party transaction]]s
*Chapter 2F—Members’ rights and remedies
*Chapter 2G—Meetings
*Chapter 2H—Shares
*Chapter 2J—Transactions affecting share capital

===Volume 2===

====Chapters 2L–5B====
*Chapter 2L—Debentures
*Chapter 2M—Financial reports and audit
*Chapter 2N—Updating ASIC information about companies and registered schemes
*Chapter 2P—Lodgments with ASIC
*Chapter 5—External administration
*Chapter 5A—Deregistration, and transfer of registration, of companies
*Chapter 5B—Bodies corporate registered as companies, and registrable bodies

===Volume 3===

====Chapters 5C–6D====
*Chapter 5C—Managed investment schemes
*Chapter 6—Takeovers
*Chapter 6A—Compulsory acquisitions and buy‑outs
*Chapter 6B—Rights and liabilities in relation to Chapter 6 and 6A matters
*Chapter 6C—Information about ownership of listed companies and managed investment schemes
*Chapter 6CA—Continuous disclosure
*Chapter 6D—Fundraising

===Volume 4===

====Chapter 7====
*Chapter 7—Financial services and markets
**Part 7.10—Market misconduct and other prohibited conduct relating to financial products and financial services
***1041A [[Market manipulation]]

===Volume 5===

===Schedules 3 and 4===
*Schedule 3—Penalties
*Schedule 4—Transfer of financial institutions and friendly societies

== Amendments ==
The ''[[Corporate Law Economic Reform Program Act 2004]]'' simplified the statute, which, at 3,354 pages, dwarfs those of other nations such as [[Sweden]], whose corporations statute is less than 200 pages long.

==See also==
* [[Income Tax Assessment Act 1936]]
* [[Income Tax Assessment Act 1997]]
* [[Australian Takeovers Panel]]

==External links==
*[https://www.legislation.gov.au/C2004A00818/latest/versions ''Corporations Act 2001''], at the [[Federal Register of Legislation]]
*[https://www.legislation.gov.au/F2001B00274/latest/text Corporations Regulations 2001], at the [[Federal Register of Legislation]]
* {{cite web |title= Foreword: ''Company Law in Australia: Principles and Applications''|author= Michael Kirby|author-link= Michael Kirby (judge)|date= 18 March 2005|url= http://www.hcourt.gov.au/assets/publications/speeches/former-justices/kirbyj/kirbyj_18mar05a.html|publisher= |access-date=27 January 2013}} (which mentions the complexity of the ''Corporations Act'')

[[Category:2001 in Australian law]]
[[Category:Acts of the Parliament of Australia]]
[[Category:Australian corporate law]]

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Corporations Act 2001