Section 140 — Corporations Act 2001 (Cth)

(1) A company’s constitution (if any) and any replaceable rules that apply to the company have effect as a contract:

(a) between the company and each member; and

(b) between the company and each director and company secretary; and

(c) between a member and each other member;

under which each person agrees to observe and perform the constitution and rules so far as they apply to that person.

(2) Unless a member of a company agrees in writing to be bound, they are not bound by a modification of the constitution made after the date on which they became a member so far as the modification:

(a) requires the member to take up additional shares; or

(b) increases the member’s liability to contribute to the share capital of, or otherwise to pay money to, the company; or

(c) imposes or increases restrictions on the right to transfer the shares already held by the member, unless the modification is made:

(i) in connection with the company’s change from a public company to a proprietary company under Part 2B.7; or

(ii) to insert proportional takeover approval provisions into the company’s constitution.

Related sections

• s 137 — Date of effect of adoption, modification or repeal of constitution
• s 138 — ASIC may direct company to lodge consolidated constitution
• s 139 — Company must send copy of constitution to member
• s 141 — Table of replaceable rules
• s 142 — Registered office
• s 143 — ASIC may change address of registered office to a director’s address

Research how courts apply s 140

BriefBridge searches Australian caselaw by meaning — every answer cited to the paragraph.