19Displacement of certain provisions of Corporations legislation

#### 19 Displacement of certain provisions of Corporations legislation 19 Displacement of certain provisions of Corporations legislation > The provisions of Divisions 2–5 (and section 67 in its application to contraventions of those provisions by relevant companies) are declared to be Corporations legislation displacement provisions for the purposes of section 5G of the Corporations Act in relation to the provisions of the Corporations legislation generally. > > Note— > > Chapter 2B of the Corporations Act makes provision with respect to the registered offices of companies and places of business of companies. See also section 121 (Registered office) of that Act. > > Chapter 2C of the Corporations Act makes provision for the keeping of registers (including Member Registers) by companies. See, in particular, sections 169 (Register of members), 172 (Location of registers) and 178 (Overseas branch registers) of that Act. > > Chapters 2H and 2J of the Corporations Act make provision with respect to the issue of shares and transactions affecting share capital. > > Part 7.11 of the Corporations Act makes provision with respect to title and transfer of shares in a company. It includes provisions relating to the proper instrument of transfer (section 1071B). > > Section 5G (5) of the Corporations Act provides that if a provision of a law of a State or Territory specifically— > > > (a) authorises a person to give instructions to the directors or other officers of a company or body, or > > > (b) requires the directors of a company or body to— > > > > > (i) comply with instructions given by a person, or > > > > > (ii) have regard to matters communicated to the company or body by a person, or > > > (c) provides that a company or body is subject to the control or direction of a person, > > a provision of the Corporations legislation does not— > > > (d) prevent the person from giving an instruction to the directors or exercising control or direction over the company or body, or > > > (e) prohibit a director from complying with the instruction or direction, or > > > (f) impose a liability (whether civil or criminal) on a director for complying with the instruction or direction. > > Section 5G (9) of the Corporations Act provides that if a provision of a law of a State or Territory provides that a provision is included, or taken to be included, in a company’s constitution, the provision is included in the company’s constitution even though the procedures and other requirements of that Act are not complied with in relation to the provision. > > Section 5G (11) of the Corporations Act provides that if a State law declares a provision of a State law to be a Corporations legislation displacement provision, any provision of the Corporations legislation with which the State provision would otherwise be inconsistent does not apply to the extent necessary to avoid the inconsistency. > > However, section 5G (3) of the Corporations Act provides that section 5G will only apply to a provision of a law of a State or Territory enacted after the commencement of that Act if a law of the State or Territory declares the provision to be a Corporations legislation displacement provision for the purposes of that section.