Commonwealth Consolidated Acts

CORPORATIONS ACT 2001 - SECT 1678B

Scope

  (1)   This section applies to an eligible corporation that is registered as a company under Part   5B.1 for the purposes of section   1678A.

  (2)   ASIC must comply with subsections   (3) and (4) of this section to the extent practicable, having regard to any information disclosed under section   1678C.

Registration process

  (3)   On the registration of the company, ASIC must:

  (a)   give the company an ACN; and

  (b)   issue a certificate that states:

  (i)   the company's name (see subsection   (4) of this section); and

  (ii)   the company's ACN; and

  (iii)   the company's type (see subsection   1678A(4)); and

  (iv)   that the company is registered as a company under this Act; and

  (v)   that the company is taken to be registered in Norfolk Island; and

  (vi)   the date of the company's registration.

Note:   The date of the company's registration is the commencement day (see subsection   1678A(2)).

Company name

  (4)   Despite section   601BF, ASIC must register the company with a name consisting of:

  (a)   either:

  (i)   the corporation's name immediately before commencement; or

  (ii)   if that name is prescribed by regulations made for the purposes of paragraph   147(1)(c) as unacceptable for registration--a name that consists of the expression "Australian Company Number" followed by the company's ACN; and

  (b)   the words required by subsection   148(2) or (3).

  (5)   If the company is registered with a name that is identical or nearly identical to a name that is reserved or registered for another body or entity under an Act covered by subsection   (6), the company's registration with that name does not affect the availability of the name to the company or to the other body or entity under such an Act, despite any provision of such an Act to the contrary.

  (6)   The Acts covered by this subsection are:

  (a)   this Act; and

  (b)   the Business Names Registration Act 2011 ; and

  (c)   the Business Names Registration (Transitional and Consequential Provisions) Act 2011 .

Company constitution

  (7)   The company's constitution on registration is the memorandum and articles of association of the corporation as in force immediately before commencement.

Note:   Section   601BG (which deals with the constitutions of companies registered under Part   5B.1) does not apply to the company. But within 3 months after the date of registration, the company must modify its constitution to give effect to Part   5B.1 (see section   601BH).

Company directors

  (8)   If, immediately before commencement, a person who is a director of the corporation does not meet the requirements of section   201B, that person does not become a director of the company on its registration.