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CORPORATIONS ACT 2001

CHAPTER 2A - REGISTERING A COMPANY  

PART 2A.1 - WHAT COMPANIES CAN BE REGISTERED  

SECTION 112  TYPES OF COMPANIES  

112(1)  Types of companies.  


The following types of companies can be registered under this Act:
Proprietary companiesLimited by shares
 Unlimited with share capital
Public companiesLimited by shares
 Limited by guarantee
 Unlimited with share capital
 No liability company

Note: Other types of companies that were previously allowed continue to exist under the Part 10.1 transitionals.

112(2)  No liability companies.  


A company may be registered as a no liability company only if:


(a) the company has a share capital; and


(b) the company's constitution states that its sole objects are mining purposes; and
 View history reference


(c) the company has no contractual right under its constitution to recover calls made on its shares from a shareholder who fails to pay them.

Note 1: Section 9 defines mining purposes and minerals.

Note 2: Special provisions on no liability companies are found in the provisions referred to in the following table:


No liability company provisions 
itemtopicprovisions
1names148, 156, 162
2terms of issue of shares254B
3liability on partly-paid shares254M
4calls254P-254R
5winding up477-478, 483, 514
6registering a body as a company601BA
7transitionalthe Part 10.1 transitionals

112(3)  [Mining purposes objects]  


A no liability company must not engage in activities that are outside its mining purposes objects.

112(4)  [Letting or contract]  


The directors of a no liability company must not:


(a) let the whole or proportion of a mine or claim on tribute; or


(b) make any contract for working any land on tribute;

unless:


(c) the letting or contract is approved by a special resolution; or


(d) no such letting or contract has been made within the period of 2 years immediately preceding the proposed letting or contract.

112(5)  [Effect of contravention]  


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

 



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