Commonwealth Numbered Acts

CLOSE CORPORATIONS ACT 1989

TABLE OF PROVISIONS

           Long Title

   1.      Short title  
   2.      Commencement  
   3.      Application to the Crown  
   4.      Extension to external Territories  
   5.      Administration  
   6.      General dictionary  
   7.      Dormant close corporations  
   8.      New close corporations  
   9.      What is a holding company  
   10.     What is a subsidiary  
   11.     Control of a body corporate's board  
   12.     Matters to be disregarded  
   13.     Involvement in contraventions  
   14.     Receivers and managers  
   15.     How certain provisions of Corporations Act apply to close corporations  
   16.     Formation  
   17.     Share capital  
   18.     Registration  
   19.     Requirements as to founding statement  
   20.     Changes in particulars in founding statement or membership register  
   21.     Certificate of registration  
   22.     Effect of certificate  
   23.     Incorporation  
   24.     Conversion of company into close corporation  
   25.     Lodgment of activities statement  
   26.     Further activities statement where control of corporation is to change  
   27.     Commission to take action  
   28.     Presumptions about loss of trading corporation status  
   29.     Close corporation to take action  
   30.     Names available for registration  
   31.     Words or abbreviations to be included in names  
   32.     Close corporation may have number as its name  
   33.     Reservation of name not required in certain circumstances  
   34.     Registration of name without reservation  
   35.     Reservation and registration of name of a proposed close corporation  
   36.     Reservation and registration of proposed new name of close corporation  
   37.     Extension of reservation  
   38.     Cancellation of registration where close corporation is dissolved or converted into a company  
   39.     Change of name  
           40. Restriction on use of name ''close corporation''  
   41.     Publication of close corporation's name  
   42.     Interpretation  
   43.     Object of section 44  
   44.     Legal capacity  
   45.     Application of certain State and Territory laws  
   46.     Close corporation not to act as trustee  
   47.     Persons having dealings with close corporations  
   48.     Lodgment of documents etc. not to constitute constructive notice  
   49.     Effect of fraud  
   50.     Close corporation not to be a holding company  
   51.     Close corporation not to make or issue offers or invitations to the public in respect of its shares  
   52.     Capacity of shareholding or membership  
   53.     Membership register  
   54.     Subscribers to become members  
   55.     Persons becoming members after registration  
   56.     Change in shareholding  
   57.     Members holding shares otherwise than beneficially  
   58.     Members holding shares in different capacities  
   59.     Unregistered members  
   60.     Maximum number of members  
   61.     Only natural persons to be members  
   62.     Majority of members to be residents  
   63.     Disqualification  
   64.     Effect of death of sole member  
   65.     Transfer of shares  
   66.     Application of Part 7.13 of Corporations Act  
   67.     Association agreement  
   68.     Model association agreement  
   69.     This Division subject to contrary agreement  
   70.     Indemnity  
   71.     Loans by members  
   72.     Participation in management  
   73.     Allotment of shares  
   74.     Members not to be remunerated  
   75.     Resolution of differences  
   76.     Convening of meeting of members  
   77.     Members to render accounts  
   78.     Accountability of members for benefits  
   79.     Members not to compete with corporation  
   80.     Member to compensate corporation for loss resulting from conduct of member  
   81.     Application of Part 3.4 of Corporations Act  
   82.     Duty to keep accounts  
   83.     Annual certificate of compliance  
   84.     Annual activities statement  
   85.     Members to be agents of corporation  
   86.     Ratification of contracts made before formation of corporation  
   87.     Restriction on acquisition by corporation of its shares or units of its shares  
   88.     Corporation may acquire shares in accordance with this Division  
   89.     Consent and declaration of solvency by members  
   90.     Withdrawal from participation in declaration of solvency  
   91.     Publication of notice of proposed acquisition of shares  
   92.     Corporation to cancel shares acquired  
   93.     Interpretation  
   94.     Prohibition  
   95.     Order for compensation  
   96.     Power to grant relief  
   97.     Exceptions  
   98.     Authorisation  
   99.     Powers of Court  
   100.    Members' duties not affected  
   101.    Consequences of corporation financing dealings in its shares etc.  
   102.    Application of Part 3.5 of Corporations Act  
   103.    Application of Part 5.1 of Corporations Act  
   104.    Application of Part 5.2 of Corporations Act  
   105.    Application of Part 5.3 of Corporations Act  
   106.    Members generally not liable  
   107.    Liability if number of members exceeds 10  
   108.    Liability where proper accounting records not kept  
   109.    Liability if corporation becomes a holding company  
   110.    Liability for unreasonable delay in taking action where corporation insolvent  
   111.    Liability of signatories to declaration of solvency if corporation insolvent  
   112.    Liability where insolvency resulted from unlawful acquisition of shares  
   113.    Corporation not liable to member who pays debt of corporation  
   114.    Application of Parts 5.4, 5.5 and 5.6 of Corporations Act  
   115.    Replacement of sections 459, 460, 461 and 462  
   116.    Voluntary winding up  
   117.    Decision or notice to constitute special resolution  
   118.    Priority of Commission's costs  
   119.    Ranking of claims  
   120.    Provisional liquidator  
   121.    Financial assistance to liquidator from recovery trust fund  
   122.    Definition  
   123.    Establishment of fund  
   124.    Money constituting fund  
   125.    Investment of fund  
   126.    Fund to be kept in separate bank account  
   127.    Registration of corporation subject to corporation contributing to fund  
   128.    Additional contributions to fund  
   129.    Payments out of the fund  
   130.    Contributions not payable unless imposed by another Act  
   130A.   Interpretation  
   130B.   Applications for review  
   130C.   Excluded decisions  
   131.    Power to grant relief  
   132.    Injunctions  
   133.    Other orders  
   134.    Power to prohibit payment or transfer of money or property  
   135.    Power to punish for contempts  
   136.    Power to give directions with respect to meetings  
   138.    Appeals from decisions of receivers, liquidators etc.  
   139.    Irregularities  
   140.    Power to compel compliance  
   141.    Power of Commission to intervene in proceedings  
   142.    Proceedings, how taken  
   143.    Time for instituting criminal proceedings  
   145.    Standard of proof  
   146.    Evidence of convictions  
   147.    Costs  
   148.    Civil proceedings not to be stayed  
   149.    Form and evidentiary value of books  
   150.    Admissibility of books in evidence  
   151.    Admissions and representations by members  
   152.    Interpretation  
   153.    Offences relating to property, books etc.  
   154.    Offence where proper accounts not kept  
   155.    Incurring of debts or fraudulent conduct  
   156.    Court may impose personal liability  
   157.    Certain rights not affected  
   158.    Inducement to be appointed liquidator or official manager  
   159.    Falsification of books  
   160.    Frauds by officers  
   161.    False or misleading statements  
   162.    False information etc.  
   163.    General penalty provisions  
   164.    Penalty notices  
   165.    Continuing offences  
   166.    Dividends  
   167.    Service of documents  
   168.    Vesting of property  
   169.    Rules  
   170.     Regulations  
           SCHEDULE