Corporations Act 1989
No. 109, 1989
Compilation No. 36
Compilation date: 24 November 2000
Includes amendments: Act No. 156, 1999
This compilation is in 5 volumes
Volume 1: sections 1‑82, Corporations Law sections 1‑111J,
Part 1.5—Small Business Guide
Volume 2: section 82, Corporations Law sections 112‑451D
Volume 3: section 82, Corporations Law sections 459A‑864
Volume 4: section 82, Corporations Law sections 865‑1273
Volume 5: section 82, Corporations Law sections 1274‑1493,
Schedules 2‑4 and Endnotes
Each volume has its own contents
Section 82 of the Corporations Act 1989 includes the Corporations Law. The Corporations Law appears in this compilation as part of the Act.
About this compilation
This is a compilation of the Corporations Act 1989 that shows the text of the law as amended and in force on 24 November 2000 (the compilation date).
The notes at the end of this compilation (the endnotes) include information about amending laws and the amendment history of provisions of the compiled law.
Uncommenced amendments
The effect of uncommenced amendments is not shown in the text of the compiled law. Any uncommenced amendments affecting the law are accessible on the Register (www.legislation.gov.au). The details of amendments made up to, but not commenced at, the compilation date are underlined in the endnotes. For more information on any uncommenced amendments, see the Register for the compiled law.
Application, saving and transitional provisions for provisions and amendments
If the operation of a provision or amendment of the compiled law is affected by an application, saving or transitional provision that is not included in this compilation, details are included in the endnotes.
Editorial changes
For more information about any editorial changes made in this compilation, see the endnotes.
Presentational changes
The Legislation Act 2003 provides for First Parliamentary Counsel to make presentational changes to a compilation. Presentational changes are applied to give a more consistent look and feel to legislation published on the Register, and enable the user to more easily navigate those documents.
Modifications
If the compiled law is modified by another law, the compiled law operates as modified but the modification does not amend the text of the law. Accordingly, this compilation does not show the text of the compiled law as modified. For more information on any modifications, see the Register for the compiled law.
Self‑repealing provisions
If a provision of the compiled law has been repealed in accordance with a provision of the law, details are included in the endnotes.
Contents
Part 1—Preliminary
1 Short title
2 Commencement
3 Object
4 Interpretation
Part 2—The Corporations Law, and the Corporations Regulations, of the Capital Territory
5 Application in the Capital Territory of the Corporations Law
6 Application of regulations in force under section 22
7 Interpretation of some expressions in the Corporations Law, and the Corporations Regulations, of the Capital Territory
8 Corporations Law of the Capital Territory taken to be an Act
9 Certain laws not to be affected by…
Overview
The Corporations Act 1989 was enacted to provide a comprehensive legal framework governing corporations, securities, and the futures industry within Australia. This legislation was introduced to address the need for consistent regulation across states and territories, ensuring that corporations operate under a unified set of rules to promote fairness, transparency, and investor protection. The Act was passed by the Parliament of Australia and aims to establish a national scheme for the administration and enforcement of laws related to corporations, securities, and futures contracts. This national approach was designed to streamline regulatory processes, reduce legal complexities, and enhance the efficiency of cross-border corporate activities. The Act also seeks to provide a robust mechanism for the protection of shareholders, creditors, and the public by setting out clear rules for corporate governance, financial disclosure, and market conduct.
Scope and Application
The Corporations Act 1989 applies to corporations, their officers, directors, and shareholders, as well as to the securities and futures markets in Australia. The Act establishes a national scheme for the regulation of corporations and financial markets, aiming to ensure fair and efficient markets and protect investors and creditors. It applies to all corporations incorporated in Australia or an external territory, as well as to certain unincorporated bodies and individuals. The Act also extends to the Jervis Bay Territory, which is considered part of the Australian Capital Territory. The scope of the Act covers various aspects of corporate governance, financial reporting, and disclosure, including the establishment of continuous disclosure requirements, accounting standards, and auditing processes. Furthermore, the Act provides for the regulation of securities and futures markets, including the licensing and oversight of market participants. The Act's application is supported by subordinate instruments, such as regulations and ASIC guidelines, which provide additional rules and exemptions. Some exclusions from the Act's application include certain government instrumentalities and public authorities, which are not subject to the Act's requirements for corporations.
Key Provisions
- The Corporations Act 1989 provides the legal framework for the governance of corporations, securities, and the futures industry in Australia. It applies to all types of companies, including proprietary companies limited by shares which are the most common type of company used by small businesses. The Act imposes a range of obligations on companies, their directors, and company secretaries. Some key requirements include maintaining registers of shareholders and charges, lodging an annual return with ASIC, and ensuring that the company's name and ACN are displayed on public documents and cheques. Directors must meet certain eligibility criteria, consent to holding the position, and exercise their powers in good faith and in the best interests of the company. Company secretaries must also consent to holding the position and meet residency requirements. The Act outlines rules for issuing and transferring shares, holding shareholder meetings, and paying dividends. It also details the process for winding up a company, including the appointment of liquidators and the distribution of surplus assets to shareholders.
- The Act imposes various civil and criminal penalties for breaches of its provisions. For example, directors who fail to perform their duties may be liable for criminal offences with penalties of up to $200,000 or 5 years imprisonment, civil penalties of up to $200,000, and may be prohibited from managing companies. Company officers who contravene certain continuous disclosure or financial reporting requirements may also be subject to civil penalties and disqualifications from managing companies. The Act provides for the establishment of a National Guarantee Fund and the nomination of a Securities Exchange Guarantee Corporation. It also outlines the jurisdiction and procedure of courts in relation to civil and criminal matters arising under the Act.
- The Act contains definitions and interpretation rules to clarify the meaning of various terms used in the legislation. For example, it defines "officer" to include directors, company secretaries, and liquidators, but not receivers or liquidators appointed by a court. It also provides rules for the interpretation of application orders and the severing of invalid provisions. The Act includes transitional provisions to deal with residual operation of earlier Co-operative Scheme Acts and regulations. It allows the Minister to declare certain bodies to be exempt from certain provisions of the Corporations Law. The Act contains rules for the imposition of fees, levies, and penalties for breaches of its provisions.
- Area of Law
- Corporate Law & Governance
- Commercial Law
- Instrument
- Act
- Concepts
- Definitions & Interpretation
- Commencement Provisions
- Licensing & Registration
- Civil Penalty Provisions
- Regulatory Standards