Commonwealth Numbered Acts
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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:
- replaceable rule
applies as a replaceable rule to:
- each company that is or was registered after 1 July 1998; and
- any company registered before 1 July 1998 that repeals or repealed
its constitution after that day; and
- replaceable rule for proprietary companies and mandatory rule for public
- as a replaceable rule to any proprietary company that is or was registered
after 1 July 1998; and
- as a replaceable rule to any company that is or eas registered after
1 July 1998 and that changes or changed to a proprietary company (but
only while it is a proprietary company); and
- 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registered before 1 July 1998 that repeals or repealed its constitution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
- as an ordinary provision of this Act to any public company whenever
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
Note 2: A company may include in its constitution (by reference or otherwise)
a replaceable rule that does not otherwise apply to it.
Company's constitution can displace or modify replaceable rules
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).
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