Commonwealth Numbered Acts

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Types of companies

Types of companies

(1) The following types of companies can be registered under this Act:

Proprietary companies Limited by shares
Unlimited with share capital
Public companies Limited by shares
Limited by guarantee
Unlimited with share capital
No liability company
Note: Other types of companies that were previously allowed continue to exist under the Part 10.1 transitionals.

No liability companies

(2) A company may be registered as a no liability company only if:

the company has a share capital; and

the company's constitution states that its sole objects are mining purposes; and

the company has no contractual right under its constitution to recover calls made on its shares from a shareholder who fails to pay them.

Note 1: Section 9 defines mining purposes and minerals .

Note 2: Special provisions on no liability companies are found in the provisions referred to in the following table:

No liability company provisions
item topic provisions
1 names 148 , 156, 162
2 terms of issue of shares 254B
3 liability on partly-paid shares 254M
4 calls 254P-254R
5 winding up 477-478, 483, 514
6 registering a body as a company 610BA
7 transitional the Part 10.1 transitionals

(3) A no liability company must not engage in activities that are outside its mining purposes objects. (4) The directors of a no liability company must not:

let the whole or proportion of a mine or claim on tribute; or

make any contract for working any land on tribute;


the letting or contract is approved by a special resolution; or

no such letting or contract has been made within the period of 2 years immediately preceding the proposed letting or contract.

(5) An act or transaction is not invalid merely because of a contravention of subsection (3) or (4).

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