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CORPORATIONS ACT 2001

CHAPTER 2A - REGISTERING A COMPANY  

PART 2A.2 - HOW A COMPANY IS REGISTERED  

SECTION 119A  JURISDICTION OF INCORPORATION AND JURISDICTION OF REGISTRATION  

Jurisdiction in which company incorporated

119A(1)  

A company is incorporated in this jurisdiction.

Jurisdiction of registration

119A(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.

119A(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.

119A(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.

 



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