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Constitution And Replaceable Rules Notes

Law Notes > Corporations Law Notes

This is an extract of our Constitution And Replaceable Rules document, which we sell as part of our Corporations Law Notes collection written by the top tier of Monash University students.

The following is a more accessble plain text extract of the PDF sample above, taken from our Corporations Law Notes. Due to the challenges of extracting text from PDFs, it will have odd formatting:

Topic 4: The Constitution and the Replaceable Rules The Corporations Act contains "replaceable rules" that govern the internal administration and management of companies. The heading of a section in the Act specifies whether that section is a RR. It will be mandatory unless the section says it is replaceable. A company's internal management can be governed by provisions of the CA as RR (135(1)), by a company constitution (136(1)) or a combination of both (134).

1. Who do replaceable rules apply to?
a. Companies formed after July 1998 135(1)(a)(i) i. Companies formed prior were required to lodge other documents that had the legal effect of a CC b. Companies formed before July 1998 who have repealed their constitution 135(1)(a)(ii) c. Some RR apply only to pty companies, and are still mandatory for public companies 135(1)(b) d. RR's apply unless displaced or modified by the CC 135(2) i. Mandatory rules must be complied with and companies cannot opt out by adopting a CC Scottish Colonia Ltd e.g. reporting requirements e. Who is required to have a CC?
i. Compulsory for no liability companies 112(2) ii. Compulsory for companies wishing to be listed on the ASX LR 15.1115.13 f.

NB: RR do not apply to a oneperson pty company 135(1)

2. Examples of replaceable rules (see section 144) a. Voting and completion of transactions 194 b. Powers of directors 198A c. Negotiable instruments 198B d. Managing director 198C e. Company may appoint a director 201G f.

Directors may appoint other directors 201H

g. Appointment of managing directors 201J h. Remuneration of directors 202A i.

Removal by members - proprietary company 203C

j.

Proxies and body corporate representatives (RR for pty and mandatory for public) 249X

3. When can a company adopt a constitution?
a. On registration 117(3) and 136(1)(a) i. a public company must include the CC in the registration application 117(3)

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