Commonwealth Consolidated Acts

CORPORATIONS ACT 2001 - SECT 135

Companies to which replaceable rules apply

  (1)   A section or subsection   (except subsection   129(1), this section and sections   140 and 141) whose heading contains the words:

  (a)   replaceable rule --applies as a replaceable rule to:

  (i)   each company that is or was registered after 1   July 1998; and

  (ii)   any company registered before 1   July 1998 that repeals or repealed its constitution after that day; and

  (b)   replaceable rule for proprietary companies and mandatory rule for public companies --applies:

  (i)   as a replaceable rule to any proprietary company that is or was registered after 1   July 1998; and

  (ii)   as a replaceable rule to any company that is or was registered after 1   July 1998 and that changes or changed to a proprietary company (but only while it is a proprietary company); and

  (iii)   as a replaceable rule to any proprietary company that is or was registered before 1   July 1998 that repeals or repealed its constitution after that day; and

  (iv)   as an ordinary provision of this Act to any public company whenever registered.

    The section or subsection does not apply to a proprietary company while the same person is both its sole director and sole shareholder.

Note 1:   See sections   198E, 201F and 202C for the special provisions that apply to a proprietary company while the same person is both its sole director and sole shareholder.

Note 2:   A company may include in its constitution (by reference or otherwise) a replaceable rule that does not otherwise apply to it.

Note 3:   Paragraph   (a) does not apply for CCIVs: see section   1223A.

Company's constitution can displace or modify replaceable rules

  (2)   A provision of a section or subsection that applies to a company as a replaceable rule can be displaced or modified by the company's constitution.

Failure to comply with replaceable rules

  (3)   A failure to comply with the replaceable rules as they apply to a company is not of itself a contravention of this Act (so the provisions about criminal liability, civil liability and injunctions do not apply).

Note:   Replaceable rules that apply to a company have effect as a contract (see section   140).