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The Corporations Act 2001 (Cth) (the Corporations Act, or CA 2001) is an Act of the Commonwealth of
Australia Australia, officially the Commonwealth of Australia, is a Sovereign state, sovereign country comprising the mainland of the Australia (continent), Australian continent, the island of Tasmania, and numerous List of islands of Australia, sma ...

Australia
which sets out the laws dealing with
business entities In law Law is a system A system is a group of Interaction, interacting or interrelated elements that act according to a set of rules to form a unified whole. A system, surrounded and influenced by its environment, is described by its b ...
in Australia at federal and interstate level. It deals primarily with
companies A company, abbreviated as co., is a legal entity In law Law is a system A system is a group of Interaction, interacting or interrelated elements that act according to a set of rules to form a unified whole. A system, surround ...
but also with other entities, such as
partnership A partnership is an arrangement where parties, known as business partner A business partner is a commercial entity with which another commercial entity has some form of Business alliance, alliance. This relationship may be a contractual, exclus ...

partnership
s and managed investment schemes. The Act is the primary basis of Australian corporations law. The ''
Corporate Law Economic Reform Program Act 2004 ''Corporate Law Economic Reform Program (Audit Reform & Corporate Disclosure) Act 2004'', commonly called CLERP 9, modified the Corporations Act 2001 (Commonwealth) which governs corporate law in Australia. It was enacted in July 2004. The changes ...
'' simplified the statute, which, at 3,354 pages, dwarfs those of other nations such as
Sweden Sweden ( sv, Sverige ), officially the Kingdom of Sweden ( sv, links=no, Konungariket Sverige ), is a Nordic country The Nordic countries, or the Nordics, are a geographical and cultural region In geography, regions are areas that ...

Sweden
, whose corporations statute 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

Australian corporate law Australian corporations law has historically borrowed heavily from UK company law. Its legal structure now consists of a single, national statute, the Corporations Act 2001. The statute is administered by a single national regulatory authority, th ...
was the subject of a successful
high court High court usually refers to the superior court In common law systems, a superior court is a court A court is any person or institution, often as a government institution, with the authority to Adjudication, adjudicate legal disputes between ...

high court
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 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 ...
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 The States and Territories of Australia are the regional governments in Australia Australia, officially the Commonwealth of Australia, is a Sovereign state, sovereign country comprising the mainland of the Australia (continent), Aust ...
. All Australian states have adopted the ''Corporations Act 2001 (Cth)''. Under the
Corporations Agreement A corporation is an organization—usually a group of people or a company—authorized by the state to act as a single entity (a legal entity recognized by private and public law 'born out of statute"; a legal person in legal context) and rec ...
between the states and the Commonwealth, all changes to the Act must be referred to the
Ministerial Council for Corporations Minister may refer to: * Minister (Christianity), a Christian cleric * Minister (government), a member of government who heads a ministry (government department) ** Minister without portfolio, a member of government with the rank of a normal minist ...
(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 Parliament of Australia, Commonwealth Parliament the power to legislate with respect to "foreign corporations, and trading or ...
to legislate for its industrial relations reform agenda. This has led to some
Labor Labour or labor may refer to: * Childbirth, the delivery of a baby * Labour (human activity), or work ** Manual labour, physical work ** Wage labour, a socioeconomic relationship between a worker and an employer Literature * Labor (journal), ''L ...
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 1–2J (ss. 1 – 260E)

*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 (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 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 with respect to the price of, ...


Volume 5


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


See also

*
Income Tax Assessment Act 1936 The Income Tax Assessment Act 1936 (colloquially known as ITAA36) is an statute, act of the Parliament of Australia. It is one of the main statutes under which Income tax in Australia, income tax is calculated. The act is gradually being rewritten ...
*
Income Tax Assessment Act 1997 The Income Tax Assessment Act 1997 is an statute, act of the Parliament of Australia. The act is one of a few statutes used in Australia to calculate income tax assessments. History The act was passed in an attempt to provide a rewritten inc ...
*
Australian Takeovers Panel The Australian Takeovers Panel, a statutory authority of the Australian Government, is the primary Australian forum for resolving disputes about a takeover bid during the bid period itself. The panel is a peer review body, made up of part-time me ...


External links


Corporations Act 2001
at
ComLaw The Office of Parliamentary Counsel (OPC) is an Australian Commonwealth government agency established under the ''Parliamentary Counsel Act 1970'' (Cth) within the Commonwealth Attorney-General’s portfolio. OPC drafts all government Bills that ...

Corporations Regulations 2001
at
ComLaw The Office of Parliamentary Counsel (OPC) is an Australian Commonwealth government agency established under the ''Parliamentary Counsel Act 1970'' (Cth) within the Commonwealth Attorney-General’s portfolio. OPC drafts all government Bills that ...
* {{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