Corporations Act 2001

Core concepts include "this jurisdiction" (referring States, Territories and specified external Territories for Chapter 7 under section 5(1) and section 9), "referring State" (States referring matters under section 51(xxxvii) per section 4(1) and section 9), "company" (registered under the Act per section 9), "director" (appointed or de facto or shadow under section 9AC), "officer" (directors, secretaries, decision-makers affecting substantial business or financial standing, plus external administrators under section 9AD), "constitution" (including replaceable rules under section 9), "replaceable rule" (internal management provisions listed in the section 141 table under section 9), "proprietary company" (limited by shares or unlimited with share capital under section 112(1)), "public company" (limited by shares, limited by guarantee, unlimited with share capital or no liability under section 112(1)), "no liability company" (mining purposes objects, no recovery of calls under section 112(2)), "small proprietary company" (at least two of revenue under $10 million, assets under $5 million or fewer than 50 employees under section 45A), "large proprietary company" (failing the small tests under section 45A), "equal reduction" and "selective reduction" (proportional ordinary share application or other under section 256B(2)), "buy-back" (own shares without creditor prejudice under section 257A), "registered office" (in this jurisdiction under section 142), and "ACN" (Australian Company Number allocated on registration under section 118).

Additional concepts cover "control" (capacity to determine financial and operating policy outcomes, incorporating practical influence and patterns of behaviour under section 50AA and section 259E), "related party" (controllers, directors, spouses, parents, children, controlled entities and those acting in concert under section 228), "financial benefit" (economic substance over legal form under section 229), "affairs" (promotion, membership, control, transactions, property, liabilities, internal management and external administration under section 53), "subsidiary" (board control, voting power or shareholding under section 46), "related body corporate" (holding company, subsidiary or subsidiary of holding company under section 50), "associated entity" (related bodies, control relationships or qualifying investments under section 50AAA), "disclosing entity" (body or undertaking with ED securities under section 111AC), "ED securities" (listed on declared financial markets, issued after disclosure documents with 100 or more holders, or other criteria under sections 111AE to 111AI), "MCI mutual entity" (public company without quoted voting shares other than MCIs, with constitutional statements and issued MCIs under section 167AC), "solvent" (able to pay all debts as and when due and payable under section 95A(1)), "relation-back day" (determined by the 23-item table in section 91 linking to administration or application filing dates), and "securities" (context-specific meanings across general application, Part 1.2A, Chapters 6 to 6CA, Chapter 6D, Chapter 7 and Chapter 8 under section 92).

The provisions affect companies registered under the Act (including proprietary, public, no liability, unlimited, limited by guarantee and CCIVs under section 112), their members (minimum one under section 114, maximum 50 non-employee shareholders for proprietary under section 113(1)), directors and officers (subject to duties and execution rules), shareholders (in capital reductions, buy-backs and poll requests), promoters (pre-registration contracts under section 131), persons dealing with companies (assumptions under section 129), ASIC (administration, registration, notifications and name changes), the Crown in right of the Commonwealth, States, ACT and NT (binding under section 5A(2) and (3) for specified chapters), State and Territory laws and bodies (interaction under Part 1.1A), external administrators or controllers (name change powers under section 157A), related parties (controllers, directors, spouses, parents, children, controlled entities under section 228), disclosing entities and their security holders (continuous disclosure and half-year reporting under Part 1.2A), registered schemes and responsible entities (meeting rules under Part 2G.4), MCI mutual entities and their non-shareholder mutual members (treated as shareholders for reductions and buy-backs under section 258G), small companies limited by guarantee (revenue thresholds under section 45B), and ACNC-registered bodies corporate (exemptions from specified provisions under section 111L).

Directors and officers must exercise care and diligence (reasonable person standard in company circumstances under section 180(1)), act in good faith for proper purpose in best interests (section 181(1)), and avoid improper use of position or information for advantage or detriment (sections 182(1) and 183(1)). The business judgment rule protects judgments made in good faith without material interest, with appropriate information and rational belief in best interests (section 180(2)). Secretaries and directors of secretary-less proprietary companies bear responsibility for specified contraventions unless reasonable steps are taken (section 188(1)). Directors must disclose material personal interests (section 191) unless exceptions apply and may rely on information or advice in good faith (section 189). Companies must maintain a registered office (section 142(1)), display name at premises (section 144), lodge share issue notices within 28 days (section 254X(1)), cancellation notices within one month (section 254Y(1)), and comply with capital reduction fairness, creditor protection and approval requirements (section 256B(1)). Members holding at least 5 per cent of votes may request independent scrutiny and report on poll outcomes within 5 business days after the meeting (section 253UC(1) and (2)), with pre-meeting requests permitted (section 253UC(3)). Companies must respond to such requests (section 253UC(4)). Persons dealing with companies may assume constitution compliance, proper appointments and execution (section 129). Companies may execute documents without seal by two directors, director and secretary, or sole director in proprietary cases (section 127(1)), or as deeds if expressed as such (section 127(3)). Pre-registration contracts bind the company on ratification (section 131(1)). Members have rights to request meetings (sections 249D, 249F), propose resolutions (section 249N), appoint proxies (section 249X), inspect registers (section 173) and books (section 247A), bring oppression claims (section 234) and seek derivative leave (section 236). Public companies must hold AGMs (section 250N) with remuneration report resolutions (section 250R) and auditor attendance (section 250RA). Related party financial benefits require member approval unless exceptions apply (section 208, sections 210 to 216).

Offences based on section 254X(1) or (2) and section 254Y(1) are strict liability (sections 254X(2A) and 254Y(2)). Contravention of proprietary company fundraising limits under section 113(3) is strict liability (section 113(3A)). Failure to respond to poll scrutiny requests is strict liability (section 253UC(5)). Involvement in capital reduction without compliance with section 256B(1) is a civil penalty provision (section 256D(3)), with dishonest involvement an offence (section 256D(4)). The Crown is not liable to pecuniary penalty or prosecution (section 5A(5)). Contraventions of execution seal rules are strict liability (section 123(3) and (4)). ASIC may direct name changes (section 158(1)) or type changes for proprietary contraventions (section 165). No act or transaction is invalid merely due to certain contraventions (sections 112(5), 113(4), 125(1) and (2), 256D(2)). Strict liability offences apply to failures including name display on public documents (section 153(3)), carrying on business under restricted names (section 156(2)), failure to notify ASIC of register changes (sections 172(3), 178A(2), 178C(2)), non-compliance with name change directions (section 158(2A)), improper disclosure of inspection information (section 247C(3)) and use of register information for prohibited purposes (section 177(1B)). Contraventions of related party rules (section 208) are civil penalty provisions with dishonest involvement an offence (section 209). Directors' duties breaches attract civil penalties and, for reckless or dishonest conduct, criminal liability (section 184). Oppression orders under section 233 may include winding up, share purchase, regulation of conduct or appointment of a receiver. Court may order book inspection (section 247A) with ancillary limits on use (section 247B) and disclosure restrictions (section 247C). ASIC may direct name changes (sections 158, 165) or proprietary-to-public conversion (section 165). Disqualification from managing corporations arises automatically (section 206B) or by court or ASIC order (sections 206C to 206F). Court may grant injunctions (section 1324). Contraventions of buy-back or reduction procedures render the company liable to civil penalty under section 259A or section 256D, with officers involved also liable; dishonest involvement is an offence. Self-acquisition or financial assistance contraventions do not affect validity of the transaction but trigger civil penalties for involved persons under sections 259F(2) and 260D, with dishonest involvement an offence.

Part 1.1A provides for concurrent operation of State or Territory laws (section 5E(1)), including additional director obligations or formation rules (section 5E(2)), with double jeopardy protection (section 5E(5)). Excluded matters declared by State or Territory law prevent application of specified provisions (section 5F(1) and (2)). Section 5G avoids direct inconsistency by preserving State-authorised acts, director instructions, name usage, meeting conduct, external administration and constitutional inclusions (sections 5G(4) to (10)). Regulations may modify operation to prevent inconsistency (section 5I(1)). The Act binds the Crown only as specified (section 5A(2) to (4)) and does not apply beyond power in non-referring States (section 5(8)). Pre-commencement exclusions continue until repealed (section 5F(4) and (5)). Provisions apply to natural persons and bodies corporate regardless of residence or formation (section 5(7)). The Act interacts with the Australian Charities and Not-for-profits Commission Act 2012 for bodies registered under that Act: specified Corporations Act provisions including directors' duties (sections 180 to 183), members' meetings (Part 2G.2 other than listed sections), financial reports and audit (Parts 2M.1 to 2M.3), and Chapter 2N do not apply under section 111L; ACNC governance standards replace certain member approval conditions under section 111M; notices given to the ACNC Commissioner are treated as lodged with ASIC under section 111N. Takeover provisions in Chapter 6 apply to buy-backs under section 609(4) and section 611 item 19. Continuous disclosure under Chapter 6CA applies to disclosing entities. Related party benefits under Chapter 2E may require approval. Constitutional restrictions under section 125 and class rights variations under sections 246B to 246G are signposted in sections 256E and 257J. Insolvency liability under sections 588G and 1317H applies to directors on reductions or buy-backs. Pre-registration contracts are governed exclusively by sections 131 to 133. Assumptions under sections 128 to 130 replace other rules on apparent authority. Execution rules in sections 126 to 127 operate alongside general law. Section 257J explicitly signposts interactions with takeover provisions (Chapter 6 via section 609(4) and section 611 item 19), continuous disclosure (Chapter 6CA), related party benefits (Chapter 2E), constitution limits (section 125), class rights variation (sections 246B to 246G), injunctions (section 1324) and director compensation for insolvency (sections 588G, 1317H). Technology-neutral rules (Part 1.2AA) apply to documents under specified Chapters and Parts. PPSA retention of title property is excluded from "property" references unless expressly included (section 51F(2)). Service rules in section 109X interact with the Service and Execution of Process Act 1992.

No specific recent changes are identified in the source notes.

No cases are named in the source notes.

A company has full legal capacity of an individual and body corporate powers, unaffected by lack of benefit to the company (section 124(1) and (2)), though State or Territory prohibitions remain (section 124(3)). Constitution restrictions or objects do not invalidate acts (section 125). Assumptions on dealings apply even where officers act fraudulently or forge documents (section 128(3)), but not if the person knew or suspected the assumption incorrect (section 128(4)). Public ASIC information does not constitute constructive notice (section 130). Cancellation of shares for no consideration is a capital reduction but without creditor prejudice test (section 256B(1)). No liability companies must restrict activities to mining purposes (section 112(3)) and obtain special resolution approval for tribute arrangements (section 112(4)). Share issues on registration or guarantee-to-shares conversion require no section 254X notice (section 254X(3)). Members are not bound by post-membership constitution changes increasing liability without agreement (section 140(2)). A change of name or type does not create a new legal entity or affect existing property, rights or obligations (sections 161(1) and 166(1)). Failure to follow procedures for reductions or buy-backs does not affect the validity of the transaction itself (sections 256D and 257J). Assumptions in section 129 may be made even if officers or agents act fraudulently or forge documents, but not if the person knew or suspected the assumption was incorrect (section 128(4)). Voting rights attached to shares held by a company or controlled entity are suspended (sections 259B(5) and 259D(3)). For registered schemes, a proxy's authority is suspended while the member is present unless the constitution provides otherwise (section 252W(3)). The 10/12 limit for buy-backs is calculated on the smallest number of votes attaching to voting shares in the prior 12 months (section 257B(4) to (5)). Small proprietary companies are generally exempt from preparing financial reports unless directed by 5 per cent of shareholders, ASIC or if they have CSF shareholders (section 45A and related provisions). Replaceable rules apply unless displaced by constitution (section 135). Related party approval resolutions cannot be varied from lodged versions (section 223) and interested parties are excluded from voting except under specified proxy appointments (section 224). Non-compliance with related party procedures does not invalidate transactions (section 209) but exposes involved persons to civil and criminal liability. Shareholding does not prevent compensation claims (section 247E). Acts remain effective despite invalid appointments (sections 201M, 204E). Conversion of company type does not create a new entity (section 166(1)). PPSA retention of title property is excluded from "property" references unless expressly included (section 51F(2)). Part of a dollar is disregarded in creditor majority calculations (section 108). Top-20 member notices must include all holders of equal numbers (section 107). Proxy appointments must be received at least 48 hours before meetings (section 250B). Quorum failures lead to adjournment and potential dissolution (section 249T). Directors of wholly-owned subsidiaries may act in holding company interests only if authorised and the subsidiary is solvent (section 187). Standing notices of interests must be given at board meetings (section 192). Court leave is required to discontinue or settle derivative actions (section 240). Contravention of buy-back, reduction, self-acquisition or financial assistance procedures does not affect validity of the transaction or connected contracts (sections 257J item 7, 259F(1), 260D(1), 259D(6)). Failure to follow share capital reduction procedures does not invalidate the buy-back (section 257J item 7). No voting rights attach to shares held by the company or controlled entity in breach (sections 259B(5), 259D(3)). Proxy appointments from responsible entity lists carry additional obligations and offences (section 252Y(5)). Electronic documents must meet identification, intention and reliability tests for signing (section 110A); uncontactable member relief requires reasonable steps including all known contacts and ongoing advice after 18 months (section 110JA). Constitution may restrict powers but exercise remains valid (section 125). Assumptions under section 129 are unavailable if the person knew or suspected incorrectness. For no liability companies, calls and forfeiture have strict timing and notice requirements (sections 254P, 254Q). Dividend payment creates debt only on payment time unless constitution provides otherwise (section 254V). Register information must not be used to contact or send material except for permitted purposes (section 177). Replaceable rules under section 141 may be displaced or modified by constitution, requiring checks before relying on default procedures for meetings, proxies or voting. Related party approval resolutions cannot be varied from lodged versions (section 223) and interested parties are excluded from voting except under specified proxy appointments (section 224). Non-compliance with related party procedures does not invalidate transactions (section 209) but exposes involved persons to civil and criminal liability. Shareholding does not prevent compensation claims (section 247E). Acts remain effective despite invalid appointments (sections 201M, 204E). Conversion of company type does not create a new entity (section 166(1)). PPSA retention of title property is excluded from "property" references unless expressly included (section 51F(2)). Part of a dollar is disregarded in creditor majority calculations (section 108). Top-20 member notices must include all holders of equal numbers (section 107). Proxy appointments must be received at least 48 hours before meetings (section 250B). Quorum failures lead to adjournment and potential dissolution (section 249T). Directors of wholly-owned subsidiaries may act in holding company interests only if authorised and the subsidiary is solvent (section 187). Standing notices of interests must be given at board meetings (section 192). Court leave is required to discontinue or settle derivative actions (section 240). Voting on related party resolutions under section 225 disregards contravening votes but requires written poll records retained for seven years. Related party status under section 228 extends to entities with reasonable grounds to believe they will become related or acting in concert. Financial benefit under section 229 disregards consideration and includes non-monetary advantages. Derivative leave under section 237 requires 14 days' notice and good faith, with rebuttable presumption against best interests where company decided not to proceed. Class rights division under section 246C is taken to vary all original rights. Register information use is restricted under section 177, with compensation and disgorgement for misuse. Proprietary company shareholder limits under section 113 disregard CSF shareholders but prohibit Chapter 6D fundraising except to existing shareholders, employees or under CSF offers. Self-acquisition under section 259A voids certain issues or transfers to controlled entities unless exceptions apply, with 12-month divestment requirements. Financial assistance under section 260A requires no material prejudice or approval, extending to pre- and post-acquisition assistance. Replaceable rules under section 135 do not themselves constitute contraventions if not followed. Name changes do not create new entities under section 161. Replaceable rules under section 141 may be displaced by constitution, altering quorum, chair election or proxy rights. Voting on related party resolutions is prohibited for interested parties even if the resolution would otherwise pass (section 224(1)); proxies must specify voting instructions to be effective (section 224(2)). Quorum must be present at all times during directors' and members' meetings (sections 248F, 249T); resumed adjourned meetings transact only unfinished business (section 249W(2)). Technology must be reasonable for all participants (sections 248D(3), 249S). One-director proprietary companies may pass resolutions by recording and signing (section 248B), but declarations are also addressed in sections 295 and 494. Control determinations consider practical influence and patterns of behaviour even if breaching agreements (sections 50AA, 259E). Failure to cease holding own shares or controlled-entity shares within 12 months (extendable by ASIC) is a continuing strict liability offence (sections 259B(6), 259D(4)). Pre-existing "Limited" omission licences may be revoked for breach notification failures (section 151(2) to (3)). Share capital reductions on lost capital do not apply if shares are cancelled or inconsistent with accounting standards (section 258F(2)). Notices of meeting must match lodged versions in all material respects (section 221); additional documents must match lodged versions (section 222). Register information may not be used to contact members except for prescribed purposes (section 177). Breaches of reduction or buy-back procedures do not affect transaction validity under sections 256D and 257J item 7. Contraventions of self-acquisition, security or financial assistance rules do not affect validity of acquisition, security, assistance or connected contracts under sections 259F, 260D and 254L. Constitution may restrict powers under section 125 but acts are not invalid for breach. Replaceable rules do not apply to sole director or shareholder proprietary companies under section 135(1) and non-compliance is not an Act contravention under section 135(3). Assumptions under section 128 do not apply where person has actual knowledge or suspicion of incorrectness. Relation-back day varies by prior administration, restructuring, deed or application status under the section 91 table, with section 513C or section 513CA day applying in many administration-linked cases. Non-shareholder mutual membership is not treated as a share under section 258G(4). Voting rights are suspended on shares held under permitted security or control under sections 259B(5) and 259D(3). Company must not dispose of bought-back shares under section 257H(2) with contravening agreement void. Special resolutions for selective buy-backs or reductions exclude votes by proposed sellers, recipients or associates under sections 257D(1) and 256C(2). Material information must be disclosed but prior disclosure to shareholders may exempt repetition under sections 257C(2), 257D(2), 256C(4) and 260B(4). Electronic communications are sent when leaving originator's system and received when capable of retrieval under section 105A, with deemed addresses under section 105B. Periods are calculated exclusive of starting day under section 105. Documents may be served on company at registered office or on director at alternative address under section 109X. Elections for physical or electronic document receipt under section 110E are in force from first business day after receipt until withdrawn, with sender required to take reasonable steps to comply under section 110F.

Lodge registration applications with ASIC stating required details including type, name, members, directors, secretaries, registered office, share particulars and State or Territory (section 117(2)), with consents and any public company constitution (section 117(3) and (5)). Maintain registered office and notify changes within 28 days (section 142(2)). Execute documents per section 127(1) or (2) and set out name and ACN on public documents and instruments (section 153). Lodge share issue notices within 28 days with prescribed contents (section 254X(1)), including stamp duty certificates for non-cash issues (section 254X(2)). Lodge cancellation notices within one month (section 254Y(1)). For capital reductions, ensure fairness, no material creditor prejudice and shareholder approval (ordinary resolution for equal, special or unanimous for selective under section 256C), with pre-meeting ASIC lodgement (section 256C(5)) and 14-day post-resolution lodgement for selective (section 256C(3)). Respond to 5 per cent member poll scrutiny requests by appointing an independent person (auditor or registry provider permitted absent conflict) and making reports available (section 253UC(4) and (7)). For name changes, pass special resolution and lodge application (section 157(1)), or apply via external administrators where creditor interests justify (section 157A). For type changes, comply with allowed conversions table, special resolutions and supporting statements (sections 162 and 163). Keep financial records to allow true and fair statements (sections 286 to 289) and prepare reports where directed or for large companies or those with CSF shareholders. Lodge an application in the prescribed form under section 117(2) with all required details and consents. Maintain a registered office and lodge changes within 28 days under section 142(2). Use an available name or ACN with required words under section 148 and display it under section 144. Adopt or modify a constitution by special resolution and lodge copies for public companies under section 136(5). Keep registers at an approved location under section 172 and allow inspection under section 173. Notify ASIC of member and share structure changes within prescribed times under sections 178A and 178C. Exercise directors' duties in accordance with sections 180 to 183 and document business judgments for the rule in section 180(2). For share capital transactions, obtain required resolutions, lodge documents with ASIC, provide material information in notices, and ensure no material prejudice to creditors. For registered schemes, respond to member requests for statements or poll scrutiny within required timeframes and ensure virtual meeting technology permits reasonable participation under section 252Q. Retain copies of reports and documents as required under section 253UG. Maintain a registered office in the jurisdiction and lodge address changes within 28 days (section 142). Use available names or ACN with required words and display on public documents (sections 147 to 153). Lodge special resolutions for name or type changes and comply with application requirements including creditor statements where applicable (sections 157, 163). Maintain registers at the registered office or approved place and notify ASIC of changes within prescribed times (sections 168 to 172, 178A to 178D). Disclose material personal interests and obtain member approval for non-exempt related party benefits with ASIC lodgement of documents at least 14 days before meeting notices (sections 191, 218). Ensure meetings satisfy notice periods (21 or 28 days), quorum, proxy and voting rules (sections 249H, 249T, 249X, 250E). Keep signed minutes within one month (section 251A). For book inspection, apply to court demonstrating good faith and proper purpose or obtain director or general meeting authorisation (sections 247A, 247D). For share capital transactions, ensure fairness to shareholders and creditors and follow approval and lodgement steps (sections 256B, 257A). Notify ASIC of director and secretary appointments and changes within 28 days (section 205B). Obtain consents and check disqualification status before appointments (sections 201D, 204C). For MCIs, ensure constitution meets section 167AC criteria and follow the 36-month amendment procedure where applicable (sections 167AH to 167AJ). Lodge comprehensive registration application under section 117 with all required consents and details. Adopt or modify constitution by special resolution under section 136 and lodge copies where required. Maintain registers at approved locations under section 172 and permit inspection under section 173. For capital reductions, ensure fairness, no creditor prejudice and obtain ordinary resolution for equal reductions or special or unanimous resolution for selective under section 256C, with material information statements and ASIC lodgement. For buy-backs, follow type-specific procedures in the table under section 257B, including resolutions, 14-day notice under section 257F, disclosure under section 257G and cancellation under section 257H. Obtain approvals for financial assistance under section 260B or rely on exemptions under section 260C. For meetings, provide proper notice under sections 249J and 252G, ensure quorum under sections 249T and 252R, allow proxy appointments under sections 252V to 252Z, and record minutes under sections 251A and 253M. Comply with technology-neutral sending by offering elections under section 110E and taking reasonable steps under sections 110F and 110G. Disclosing entities must prepare half-year reports and meet continuous disclosure. ACNC-registered bodies must use alternative notification pathways under section 111N. Notify ASIC of all prescribed changes within timeframes including 28 days for office addresses under sections 142 and 146. For no liability companies, follow call and forfeiture procedures under sections 254P to 254Q. Keep poll reports under section 253UG and make question lists available under section 250PA. Lodge application under section 117(1) in prescribed form stating company type, proposed name or ACN, member details, director and secretary personal details and addresses, registered office, principal place of business if different, share details, guarantee amount, ultimate holding company details and State or Territory of registration, with public company constitution if adopted and consents and agreements held and retained. Issue ACN and certificate under section 118, with company existing from start of registration day under section 119. Execute contracts and documents under sections 126 to 127 by authorised individuals without seal or by two directors, director and secretary or sole director or secretary proprietary company, with technology-neutral signing and deeds expressed as such without delivery requirement. Rely on assumptions under section 129 that constitution and replaceable rules complied with, apparent directors and secretaries duly appointed with customary authority, held-out officers and agents duly appointed, proper performance of duties, documents duly executed under section 127, and authority to warrant genuineness, unless actual knowledge or suspicion. Ratify pre-registration contracts within agreed or reasonable time under section 131 to bind company. Adopt or modify constitution by special resolution under section 136, with public companies lodging within 14 days. Maintain registered office under section 142 with change notice within 28 days effective seven days after lodgement or later date, display name under section 144, and keep open for public companies under section 145. Use available name under section 147 including required words under section 148, reserve under section 152, and change by special resolution and lodgement under section 157. Change type by special resolution and application under section 162 with required contents under section 163 including creditor statements or member assents. Issue MCIs under Part 2B.8 with constitution stating intent and meeting class rights, fully paid and non-cumulative requirements. Maintain registers under sections 168 to 171 at registered office, principal place or approved location with inspection and copy rights under section 173. Issue shares under section 254A including bonus, preference with rights set out under section 254A(2), redeemable preference and partly-paid, determining terms under section 254B. Redeem only if fully paid from profits or new issue proceeds under section 254K. Capitalise profits under section 254S. Pay dividends only if assets exceed liabilities with excess sufficient, fair and reasonable to shareholders and no material prejudice to creditors under section 254T, with directors determining under replaceable rule section 254U. Lodge issue and cancellation notices under sections 254X to 254Y. Reduce share capital only if fair and reasonable, no material prejudice to creditors and approved under section 256C with ordinary resolution for equal or special or unanimous for selective, lodging resolution and waiting 14 days. Buy back only without material prejudice to creditors and following section 257B procedures including resolutions, lodgements, 14 days' notice and material information disclosure, with shares cancelled immediately after transfer under section 257H. Do not acquire own shares except permitted under section 259A, take security only under approved employee share scheme or ordinary course for financial institutions under section 259B, issue or transfer to controlled entity only in permitted circumstances under section 259C, and cease control or holding within 12 months under section 259D. Give financial assistance only without material prejudice or with section 260B approval including special or unanimous resolution, lodgements and 14 days' notice, or under section 260C exemptions such as ordinary course liens, financial institution assistance or approved employee schemes. For companies in financial trouble, directors may appoint administrator under Part 5.3A or small business restructuring practitioner under Part 5.3B, or secured creditor may appoint receiver under Part 5.2, with winding up by court order under Part 5.4 or voluntary under Part 5.5 and liquidator administering under Part 5.6. For meetings, sole director proprietary companies record and sign resolutions under section 248B. Call directors' meetings under replaceable rule section 248C with reasonable notice. Use technology for meetings under section 248D. Set quorum at two directors under replaceable rule section 248F unless otherwise determined. Pass resolutions by majority under replaceable rule section 248G with chair casting vote. Pass members' resolutions without meeting for proprietary companies with more than one member if all entitled sign document stating favour under section 249A. Call members' meetings on director initiative under replaceable rule section 249C or 5 per cent request under section 249D. Give at least 21 days' notice under section 249H or 28 days for listed under section 249HA, stating date, time, place or virtual technology, general business, special resolution text and proxy rights under section 249L. Allow proxies under section 249X with documents received at least 48 hours before under section 250B. Decide on show of hands unless poll demanded under replaceable rule section 250J, with chair declaration conclusive. Hold public company AGM within 18 months of registration and annually within five months of financial year end under section 250N. Record proceedings and resolutions in minute books under section 251A signed within reasonable time, with evidentiary value. For registered schemes, responsible entity calls meetings under section 252A with similar request and notice rules. Comply with document sending under Part 1.2AA by physical or electronic form, website availability for reports, and reasonable steps for elections under sections 110D to 110J. Determine relation-back day by reference to section 91 table based on prior administration, restructuring, deed or application status.