Company Law - Constitution and Replaceable Rules

120

124

135

141

A publicly listed company

A No liability company

A public company limited by guarantee wishing to remove LTD from their name

All of these are correct

Yes - all companies can choose if it suits them

No - some companies must have a constitution

Requires a constitution

Might choose to adopt a constitution

Can not rely on replaceable rules

adopted post registration

decided prior to incorporation

ordered by the court

provided to members upon request

A copy of the special resolution only within 14 days

A copy of the special resolution and the constitution within 14 days

The constitution only within 28 days

A copy of the special resolution only within 28 days

(1)(a) the company and each director and secretary (1)(b) a member and each member (1)(c) the company and creditors

(1)(a) the company and each director and secretary (1)(b) a member and each member (1)(c) the company and the members

(1)(a) the company and each member (1)(b) the company and each director and secretary (1)(c) a member and each other member

(1)(a) a member and each other member (1)(b) the company and each director and secretary (1)(c) the company and each member

Nothing - there are no consequences for a company

The company has contravened the Corporations Act and liable for a civil penalty

The company has contravened the Corporations Act but is not liable for a civil penalty under s135(3)

Members may have a contractual right against the company

when a provision relates directly to the rights and obligations as a member or an officer

when a member also is an employee of the company

when there is company constitution in place

to every replaceable rule or the company constitution

Injunction

Declaration

Rectification

Damages