Corporations Act 2001

The Corporations Act 2001 (Cth) (the Corporations Act, or informally as the 'Corps' Act) is an act of the Commonwealth of Australia that sets out the laws dealing with business entities in Australia at federal and interstate level. It focuses primarily on companies, although it also covers some laws relating to other entities such as partnerships and managed investment schemes.

The Corporate Law Economic Reform Program Act 2004 reforms simplified the statute. At several thousand pages long, the statute dwarfs those of other nations such as Sweden, whose corporations statute, comparatively, is less than 200 pages long.

The Corporations 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.

Constitutional basis

The Commonwealth corporations law was the subject of a successful High Court of Australia challenge in New South Wales v Commonwealth (1990) 169 CLR 482 ('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 referral of power from the Australian States. All Australian States have adopted the Corporations Act 2001 (Cth).

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 corporations power to legislate for its Industrial Relations reform agenda. This has led to some Labor States threatening to withdraw from the Corporations Agreement.

Outline of 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 1–2K (ss. 1 – 282)

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 transactions
Chapter 2F—Members’ rights and remedies
Chapter 2G—Meetings
Chapter 2H—Shares
Chapter 2J—Transactions affecting share capital
Chapter 2K—Charges

Volume 2

Chapters 2L–5B (ss. 283AA – 601DJ)

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 (ss. 601EA – 742)

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 (ss. 760A – 1101J)

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

Chapters 9 and 10 (ss. 1274 – 1471)

Chapter 9—Miscellaneous
Chapter 10—Transitional provisions

Schedules 3 and 4

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

Note 1

Table of Acts

Act Notes

Table of Amendments
Note 2
Table A

External links

Corporations Act 2001, at ComLaw
Corporations Regulations 2001, at ComLaw
Michael Kirby (18 March 2005). "Foreword: Company Law in Australia: Principles and Applications". Retrieved 27 January 2013. (which mentions the complexity of the Corporations Act