CORPORATIONS LEGISLATION

Thomson Legal and Regulatory

Key section annotations

The Corporations Act 2001 (Cth) is supplemented with key section annotations. Prepared by Edmund Finnane, the sections selected for annotation are those that have been the subject of substantial judicial interpretation.

The annotations aim to provide users with an additional level of guidance to assist with understanding the provisions. Where the judicial consideration of a number of sections has considerable overlap, only the more practically significant section has been annotated.

Cases discussed in the annotations have been selected for their precedent value, the practical point covered or novel issue dealt with in the decision, with an emphasis on Australian cases. In some instances, due to the sheer number of decisions, only the most recent cases have been covered.

List of sections in Corporations Act 2001 with annotations

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S 9 Dictionary

S 95A Solvency and insolvency

S 109X Service of documents

S 111LProvisions not applicable to the body corporate

S 111PAnnual general meetings

S 124Legal capacity and powers of a company

S 128Entitlement to make assumptions

S 129Assumptions that can be made under Section 128

S 136 Constitution of a company

S 140 Effect of constitution and replaceable rules

S 175 Correction of registers

S 177Use of information on registers

S 180 Care and diligencecivil obligation only

S 181 Good faithcivil obligations

S 182 Use of positioncivil obligations

S 183 Use of informationcivil obligations

S 197Directors liable for debts and other obligations incurred by corporation as trustee

S 206Court power of disqualification---contravention of civil penalty provision

S 232 Grounds for Court order

S 233 Orders the Court can make

S 236 Bringing, or intervening in, proceedings on behalf of a company

S 237 Applying for and granting leave

S 246B Varying and cancelling class rights

S 249D Calling of general meeting by directors when requested by members

S 249G Calling of general meetings by members by the Court

S 249J Notice of meetings of members to members and directors

S 254T Circumstances in which a dividend may be paid

S 256B Company may make reduction not otherwise authorised

S 256C Shareholder approval

S 257D Buy-back procedurespecial shareholder approval for selective buy-back

S 260A Financial assistance by a company for acquiring shares in the company or a holding company

S 262 Charges required to be registered

S 266 Certain charges void against liquidator or administrator

S 267 Charges in favour of certain persons void in certain cases

S 292Who has to prepare annual financial reports and directors' reports

S 301Audit of annual financial report

S 324BEException from registration requirement---reviewing financial reports of companies limited by guarantee

S 342 Exemption orders---criteria for orders for companies, registered schemes and disclosing entities

S 411 Administration of compromises etc
S 412 Information as to compromise with creditors

S 419 Liability of controller

S 420 Powers of receiver

S 420A Controller’s duty of care in exercising power of sale

S 424 Controller may apply to Court

S 436A Company may appoint administrator if board thinks it is or will become insolvent

S 436B Liquidator may appoint administrator

S 436C Secured party may appoint administrator

S 437A Role of administrator

S 439A Administrator to convene meeting and inform creditors

S 440D Stay of proceedings

S 444A Effect of creditors' resolution

S 444D Effect of deed on creditors

S 445D When Court may terminate deed

S 447A General power to make orders

S 447D Administrator may seek directions

S 459A Order that insolvent company be wound up in insolvency

S 459C Presumptions to be made in certain proceedings

S 459E Creditor may serve statutory demand on company

S 459GCompany may apply

S 459HDetermination of application where there is a dispute or offsetting claim

S 459J Setting aside demand on other grounds

S 459P Who may apply for order under section 459A

S 459S Company may not oppose application on certain grounds

S 461 General grounds on which company may be wound up by Court

S 467 Court’s powers on hearing application

S 471B Stay of proceedings and suspension of enforcement process

S 472 Court to appoint official liquidator

S 477 Powers of liquidator

S 479 Exercise and control of liquidator’s powers

S 482 Power to stay or terminate winding up

S 503 Removal of liquidator

S 510Arrangement: when binding on creditors

S 555Debts and claims proved to rank equally except as otherwise provided

S 556 Priority payments

S 563APostponing subordinate claims

S 563CDebt subordination

S 588FA Unfair preferences

S 588FB Uncommercial transactions

S 588FF Courts may make orders about voidable transactions

S 588FG Transaction not voidable as against certain persons

S 588FGADirectors to indemnify commissioner of Taxation if certain payments set aside

S 588GDirector’s duty to prevent insolvent trading by company

S 588H Defences

S 596B Discretionary examination

S 597 Conduct of examination

S 601AH Reinstatement

S 601EEUnregistered schemes may be wound up

S 601TAASchedule of fees to be published and available

S 606 Prohibition on certain acquisitions of relevant interests in voting shares

S 608 Relevant interests in securities

S 611 Exceptions to the prohibition

S 623 Collateral benefits not allowed

S 636 Bidder’s statement content

S 655A ASIC’s power to exempt and modify

S 657A Declaration of unacceptable circumstances

S 657DOrders that Panel may make following declaration

S 661E Holder may apply to Court to stop acquisition

S 793C Enforcement of operating rules

S 920A ASIC’s power to make a banning order

S 1017BOngoing disclosure of material changes and significant events

S 1020EStop Orders by ASIC

S 1021NOffence of failing to provide additional information requested under section 1017A

S 1022BCivil action for loss or damage

S 1041H Misleading or deceptive conduct (civil liability only)

S 1043A Prohibited conduct by person in possession of inside information

S 1071F Remedy for refusal to register transfer or transmission

S 1292 Powers of Board in relation to auditors and liquidators

S 1317EDeclarations of contravention

S 1317GPecuniary penalty orders

S 1317HCompensation orders---corporation/scheme civil penalty provisions

S 1317JWho may apply for a declaration or order

S 1318 Power to grant relief

S 1321 Appeals from decisions of receivers, liquidators etc

S 1322 Irregularities

S 1323 Power of Court to prohibit payment or transfer of money, financial products or other property

S 1324 Injunctions

S 1335 Costs