Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 162

162. (1) A company's constitution may contain an express restriction on, or an
express prohibition of, the exercise by the company of a power of the company.

(2) Where:

   (a)  a company exercises a power contrary to an express restriction on, or
        an express prohibition of, the exercise of that power, being a
        restriction or prohibition contained in the company's constitution; or

   (b)  the memorandum of a company contains a provision stating the objects
        of the company and the company does an act otherwise than in pursuance
        of those objects; the company contravenes this subsection.

(3) An officer of a company who is involved in a contravention by the company
of subsection (2) contravenes this subsection.

(4) A person who contravenes subsection (2) or (3) is not guilty of an
offence.

(5) Where, by exercising a power as mentioned in paragraph (2) (a), or by
doing an act as mentioned in paragraph (2) (b), a company contravenes
subsection (2), the exercise of the power, or the act, as the case may be, is
not invalid merely because of the contravention.

(6) An act of an officer of a company is not invalid merely because, by doing
the act, the officer contravenes subsection (3).

(7) The fact that:

   (a)  by exercising a power as mentioned in paragraph (2) (a), or by doing
        an act as mentioned in paragraph (2) (b), a company contravened, or
        would contravene, subsection (2); or

   (b)  by doing a particular act, an officer of a company contravened, or
        would contravene, subsection (3); may be asserted or relied on only
        in:

   (c)  a prosecution of a person for an offence against this Act;

   (d)  an application for an order under section 230;

   (e)  an application for an order under section 260;

   (f)  an application for an injunction under section 1324 to restrain the
        company from entering into an agreement;

   (g)  proceedings (other than an application for an injunction) by the
        company, or by a member of the company, against the present or former
        officers of the company; or

   (h)  an application by the Commission or by a member of the company for the
        winding up of the company.

(8) Where, if subsection (7) had not been enacted, the Court would have power
under section 1324 to grant, on the application of a person, an injunction
restraining a company, or an officer of a company, from engaging in particular
conduct constituting a contravention of subsection (2) or (3), as the case may
be, the Court may, on the application of that person, order the
first-mentioned company, or the officer, as the case may be, to pay damages to
that person or any other person.