The ''Corporations Act 2001'' (Cth) is an Act of the

Parliament of Australia The Parliament of Australia (officially the Federal Parliament, also called the Commonwealth Parliament) is the legislative branch of the government of Australia. It consists of three elements: the monarch (represented by the governor- ...

, which sets out the laws dealing with

business entities In law, a legal person is any person or 'thing' (less ambiguously, any legal entity) that can do the things a human person is usually able to do in law – such as enter into contracts, sue and be sued, own property, and so on. The reason for ...

in the Commonwealth of Australia. The

company A company, abbreviated as co., is a legal entity representing an association of people, whether natural, legal or a mixture of both, with a specific objective. Company members share a common purpose and unite to achieve specific, declared ...

is the Act's primary focus, but other entities, such as

partnership A partnership is an arrangement where parties, known as business partners, agree to cooperate to advance their mutual interests. The partners in a partnership may be individuals, businesses, interest-based organizations, schools, governments ...

s and managed investment schemes, are also regulated. The Act is the foundational basis of Australian corporate law, with every

Australian state The states and territories are federated administrative divisions in Australia, ruled by regional governments that constitute the second level of governance between the federal government and local governments. States are self-governing ...

having adopted the Act as required by the

Australian Constitution The Constitution of Australia (or Australian Constitution) is a constitutional document that is supreme law in Australia. It establishes Australia as a federation under a constitutional monarchy and outlines the structure and powers of the A ...

. 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 The High Court of Australia is Australia's apex court. It exercises original and appellate jurisdiction on matters specified within Australia's Constitution. The High Court was established following passage of the '' Judiciary Act 1903''. ...

in ''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 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

corporations power Section 51(xx) of the Australian Constitution, is a subsection of Section 51 of the Australian Constitution that gives the Commonwealth Parliament the power to legislate with respect to "foreign corporations, and trading or financial corporations ...

to legislate for its

industrial relations Industrial relations or employment relations is the multidisciplinary academic field that studies the employment relationship; that is, the complex interrelations between employers and employees, labor/trade unions, employer organizations, ...

reform agenda. This has led to some 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 transactions *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 In economics and finance, market manipulation is a type of market abuse where there is a deliberate attempt to interfere with the free and fair operation of the market; the most blatant of cases involve creating false or misleading appearances ...

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 Sweden, formally the Kingdom of Sweden,The United Nations Group of Experts on Geographical Names states that the country's formal name is the Kingdom of SwedenUNGEGN World Geographical Names, Sweden./ref> is a Nordic countries, Nordic c ...

, whose corporations statute is less than 200 pages long.

External links

Corporations Act 2001
at ComLaw
Corporations Regulations 2001
at ComLaw * {{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= , accessdate=27 January 2013 (which mentions the complexity of the ''Corporations Act'' 2001 in Australian law Acts of the Parliament of Australia Australian corporate law