Document ID: chunk:federal_register_of_legislation:C2025C00185:section:135
Version: federal_register_of_legislation:C2025C00185
Segment Type: section
Provision Reference: s 135
Character Range: 472882–475032

135  Replaceable rules

Companies to which replaceable rules apply
 (1) A section or subsection (except subsection 129(1), this section and sections 140 and 141) whose heading contains the words:
 (a) replaceable rule—applies as a replaceable rule to:
 (i) each company that is or was registered after 1 July 1998; and
 (ii) any company registered before 1 July 1998 that repeals or repealed its constitution after that day; and
 (b) replaceable rule for proprietary companies and mandatory rule for public companies—applies:
 (i) as a replaceable rule to any proprietary company that is or was registered after 1 July 1998; and
 (ii) as a replaceable rule to any company that is or was registered after 1 July 1998 and that changes or changed to a proprietary company (but only while it is a proprietary company); and
 (iii) as a replaceable rule to any proprietary company that is or was registered before 1 July 1998 that repeals or repealed its constitution after that day; and
 (iv) as an ordinary provision of this Act to any public company whenever registered.
  The section or subsection does not apply to a proprietary company while the same person is both its sole director and sole shareholder.
Note 1: See sections 198E, 201F and 202C for the special provisions that apply to a proprietary company while the same person is both its sole director and sole shareholder.
Note 2: A company may include in its constitution (by reference or otherwise) a replaceable rule that does not otherwise apply to it.
Note 3: Paragraph (a) does not apply for CCIVs: see section 1223A.

Company's constitution can displace or modify replaceable rules
 (2) A provision of a section or subsection that applies to a company as a replaceable rule can be displaced or modified by the company's constitution.

Failure to comply with replaceable rules
 (3) A failure to comply with the replaceable rules as they apply to a company is not of itself a contravention of this Act (so the provisions about criminal liability, civil liability and injunctions do not apply).
Note: Replaceable rules that apply to a company have effect as a contract (see section 140).