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Corporations → Basic features and Constitution of companies → Incorporation, Registration, Legal Capacity and Powers
Overview — Incorporation, registration, legal capacity and powers
Richard Graham, Partner and Matthew Morris, Associate, Clifford Chance Sydney
Updated by the LexisNexis team
Incorporation and Registration
A company is incorporated when it is registered by the Australian Securities & Investments Commission (ASIC). To register a company, a member of the proposed company must lodge a prescribed form with ASIC and pay a fee. Alternatively, a "shelf company" (a dormant company that has already been registered) can be acquired. When ASIC registers a company it will give the company an Australian Company Number (ACN) and issue a certificate of registration.
See Incorporation and registration.
Legal Capacity and Power
A company has the legal capacity and power of a natural person. For example, a company can own property and sue and be sued. In addition, a company has all of the powers that are unique to a body corporate, such as the power to issue shares.
The doctrine of ultra vires in its application to companies was abolished in Australia in 1984. Thus, a company's exercise of power will not be invalid merely because it is contrary to any objects or prohibitions in its constitution.
See Legal capacity and power.
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