Key Documents in the History of Australian Corporate Law


This section of the Centre for Corporate Law website provides links to key documents in the history of Australian corporate law. It includes relevant UK documents. The objective is to provide a valuable resource for those researching Australian corporate law. Comments, including suggestions for additions, are welcome.

  Australian Developments UK Developments

1800s

Enactment of company legislation based on the Companies Act 1862 (England)

Mining Companies Act 1871 (Vic)
Introduced the no liability company as an option for mining ventures. Formalised the practice of forfeiture of partly paid shares upon failure to pay calls for mining companies, the substance of which is still operative today under the Corporations Act 2001 (Cth)

John Waugh, 'No Liability Companies in Victoria' [1987] Australian Mining and Petroleum Law Association Yearbook 30-53

Voluntary Liquidation Act 1891 (Vic)

This Act was aimed at keeping companies afloat as, in the aftermath of the land boom of the 1880s, a wave of insolvencies and liquidations began threatening Melbourne land companies and financial institutions

John Waugh, 'The Centenary of the Voluntary Liquidation Act 1891' (1991) 18 Melbourne University Law Review 170-174

Companies Act 1896 (Vic)
Distinguished between public companies and proprietary companies and required, in respect of public companies, compulsory audit and annual presentation of accounts

John Waugh, 'Company Law and the Crash of the 1890s in Victoria' (19912) 15 University of New South Wales Law Journal 356-388

Phillip Lipton, 'A History of Company Law in Colonial Australia: Economic Development and Legal Evolution' (2007) 31 Melbourne University Law Review 805-836

Rob McQueen, 'Limited Liability Company Legislation - The Australian Experience' (1991) 1 Australian Journal of Corporate Law 22-54

Joint Stock Companies Act 1844 (UK)
Made it possible to obtain incorporation by registration (Available online from Justis)

Limited Liability Act 1855 (UK)
Gave incorporators the option of forming a company on the principle that the liability of the members of the company would be limited to what they agreed to contribute as capital of the company (Available online from Justis)

Companies Act 1862 (England)
Consolidation of English corporate law from which Australian companies legislation is descended. (Available online from Justis)

Report of the Companies Acts (Amendment) Committee 1895 (Davey Committee)
Inquires into what amendments are necessary in the Acts relating to Joint Stock Companies incorporated with limited liability. Aim of better prevention of fraud. Full title: Report of the departmental committee appointed by the Board of Trade to inquire what amendments are necessary in the acts relating to joint stock companies incorporated with limited liability under the Companies Acts, 1862 to 1890.
Command Paper 7779 (Held in print in the University of Melbourne, Baillieu Library, Government Documents Collection. Available online on the House of Commons Parliamentary Papers website – by subscription.)

1900-1919

Huddart, Parker & Co Pty Ltd v Moorehead (1909) 8 CLR 330

Narrowing of s 51(xx) of the Constitution. Federal power in respect to corporations limited to foreign corporations and trading and financial corporations created by State legislation. (CLR available from Thomson LegalOnline)

Companies Act 1900 (UK) (Available online from Justis)

Report of the Company Law Amendment Committee 1906 (Loreburn Committee) UniMelb Law KN 261 A1 GREA

Companies Act 1907 (UK) (Available online from Justis)

 

Companies Act 1910 (Vic)

Companies Act 1915 (Vic)

Committee on Company Law Amendment, Parliament of Great Britain, Report of the Company Law Amendment Committee (1918) (Wrenbury Committee)

1920-1929

Companies Act 1928 (Vic)

Report of the Royal Commission on the Constitution (1929)

In which Owen Dixon KC stated that company law was not a suitable head of national power (see pp 209-11).

Report available in print from the University of Melbourne Law Library.

Committee on Company Law Amendment, Parliament of Great Britain, report of the Company Law Amendment Committee (1926) (Greene Committee)

Report on the possible desirable amendments to the Companies Acts, 1908 to 1917.

Companies Act 1928 (UK)

Resulting legislation from the Greene and Wrenbury Committee reports. (Available online from Justis)

1930-1939

Companies Act 1938 (Vic) 

1940-1949

 

Committee on Company Law Amendment, Parliament of Great Britain, Report of the Committee on Company Law Amendment (1945) (Cohen Report 1945)

Report on possible major amendments for the
Companies Act 1929, with a focus on the formation and affairs of corporations and investor and public interest protection.

Companies Act 1947 (UK)

Resulting legislation from the Cohen Report.

1950-1959

Companies Act 1958 (Vic)

Joint Committee on Constitutional Review, Parliament of Australia, Report from the Joint Committee on Constitutional Review (1959)

Recommended the Uniform Companies Acts to be adopted by all the states to supersede state acts based largely on the English Companies Act of 1929. Report in print available from the University of Melbourne Law Library.

 

1960-1969

Uniform Companies Acts 1961-1962

Each state over the period between 1961-1962 enacted uniform legislation in an effort to remove difficulties caused by differing legislation between states.

  • Companies Act 1961 (Vic)
  • Companies Act 1961 (NSW)
  • Companies Act 1961 (WA)
  • Companies Act 1961 (Qld)
  • Companies Act 1962 (Tas)
  • Companies Act 1962 (SA)
  • Companies Ordinance 1962 (ACT)
  • Companies Ordinance 1963 (NT)

Harold Ford, 'Uniform Companies Legislation' (1962) 4 University of Queensland Law Journal 133-166

Harold Ford, 'Uniform Companies Legislation: Its Effect in Victoria' (1962) 3 Melbourne University Law Review 461-485

Geoffrey Sawer, 'Federal-State Co-Operation in Law Reform: Lessons of the Australian Uniform Companies Act' (1963) 4 Melbourne University Law Review 238-253

Rob McQueen, 'An Examination of Australian Corporate Law and Regulation 1901-1961' (1992)15 University of New South Wales Law Journal 1-30

1962-3 The Uniform Companies Acts were amended to regulate public corporate debenture offerings. For example, the Companies Act 1961 (Vic) s 74 regarding debenture offerings was amended by the following legislation:

  • Companies (Trustees for Debenture Holders) Act 1963 (Vic)
  • Companies (Public Borrowings)Act 1963 (Vic) s 3.
  • Companies Amendment Act 1965 (Vic) ss 3, 4, 5.

Marketable Securities Transfer Acts
These laws were enacted in each jurisdiction in the late 1960s and early 1970s. Though not at first uniform, these laws revolutionised share transfer processes. These laws have since been repealed.

Companies (Transfer of Domincile) Act 1968 (NSW)
This Act enabled an existing corporate body incorporated anywhere to re-register its legal entity as a NSW company (and thus created pressure for the abolition of state barriers to interstate company business).

Company Law Committee, Parliament of Great Britain, Report of the Company Law Committee (1962) (Jenkins Committee)

A report upon the workings of the Companies Act 1948, the Prevention of Fraud (Investments) Act 1958, and the Registration of Business Names Act 1918.

Companies Act 1967 (UK)

Resulting legislation from the Jenkins Committee report.

Companies Act 1976 (UK)

Resulting legislation from the Jenkins Committee report.

Companies Act 1980 (UK)

Resulting legislation from the Jenkins Committee report. (Available online from Justis)

Companies Act 1981 (UK)

Resulting legislation from the Jenkins Committee report. (Available online from Justis)

1970-1979

Eggleston Reports (1969-1972):

Commission established in 1967 into corporate and securities law reform, led by Richard Eggleston. Proposed protections for small investors in company takeovers to be included in the unified companies Acts and called for the establishment of a national securities commission. Consists of seven interim reports:

  • Company Law Advisory Committee, Parliament of Australia, Report to the Standing Committee of Attorneys-General on accounts and audit (1970) (First interim report)
  • Company Law Advisory Committee, Parliament of Australia, Second Interim Report (1970) (Disclosure of substantial shareholdings and takeovers)
  • Company Law Advisory Committee, Parliament of Australia, Third Interim Report (1969) (Investigations provisions of the Uniform Companies Act)
  • Company Law Advisory Committee, Parliament of Australia, Fourth Interim Report to the Standing Committee of Attorneys-General (1970) (Misuse of confidential information, dealings in options and disclosure by directors)
  • Company Law Advisory Committee, Parliament of Australia, Fifth Interim Report on the control of fund raising, share capital and debentures (1970)
  • Company Law Advisory Committee, Parliament of Australia, Sixth Interim Report to the Standing Committee of Attorneys-General (1972) (Share hawking)
  • Company Law Advisory Committee, Parliament of Australia, Seventh Interim Report of the Company Law Advisory Committee (1972) (Registration of charges)

Select Committee on Securities and Exchange, Parliament of Australia, Australian securities markets and their regulation (1974) (Rae Committee Reports)

A Senate committee established following the collapse of the mining shares boom. Recommended the establishment of a national securities commission with full regulatory and investigative powers of a federal statutory body, modelled on the US Securities and Exchange Commission. The reports were a precursor to the creation of the National Companies and Securities Commission.

Interstate Corporate Affairs Commission, Explanatory Memorandum as to the Key Provisions of the Legislation Ratifying the Interstate Corporate Affairs Agreement and the Administrative Procedures Adopted Thereunder by the Commissioners for Corporate Affairs in the States of New South Wales, Victoria and Queensland (Sydney: Govt Printer, 1974).

National Companies and Securities Commission Act 1979 (Cth)

Later repealed by Corporations Legislation Amendment Act 1991 (Cth)

 

1980-1989

Companies (Acquisition of Shares) Act 1980 (Cth)

Companies Act 1981 (Cth)

(Cooperative Scheme)

The Companies Act 1981 should be read with the relevant State/s Companies (Application of Laws) Act.

Committee of Inquiry into the Australian Financial System, Parliament of Australia Australian financial system: final report of the Committee of Inquiry (1981)

(Campbell Committee, September 1981)

Inquiry and report into the structure, operation, regulation and control of the Australian Financial Systems Inquiry.

Report available in print from the University of Melbourne Law Library

Companies and Securities Legislation (Miscellaneous Amendments) Act 1983 (Cth)
Established the Accounting Standards Review Board.

Companies and Securities Legislation Amendment Act 1986 (Cth)
Amended the Companies Act 1981 and Companies (Acquisition of Shares) Act 1980.

Standing Committee on Constitutional and Legal Affairs, Parliament of Australia, The role of Parliament in relation to the national companies scheme (1987)
Inquiry into the role of Parliament in relation to the Ministerial Council for Companies and Securities and the National Companies and Securities Commission. Recommended Parliament enacts comprehensive legislation covering the field currently regulated by the co-operative scheme.

Joint Select Committee on Corporations Legislation, Parliament of Australia, Report of the Joint Select Committee on Corporations Legislation (1989)

(Lavarch Committee)

Committee established to report on a package of 16 Bills known as the Corporations Legislation package including the Corporations Bill 1988. Report on the adequacy of the legislation to improve regulation of companies, facilitate performance of the securities and futures markets, ensure investor protection and report on the fundraising provisions.

Senate Standing Committee on Legal and Constitutional Affairs, Parliament of Australia, Company Directors' Duties (1989)
(Cooney Committee)

1984-1990

Companies and Securities Law Review Committee (CSLRC)

Successive reports to the Ministerial Council from the Companies and Securities Law Review Committee under Harold Ford resulted in systematic statutory company law updates.

Reports to Ministerial Council (1984-1990):

 

1990-1999

Australian Securities Commission Act 1989 (Cth)

Superseded the National Companies and Securities Commission Act 1980 (Cth). Repealed by the Corporations (Repeals, Consequentials and Transitionals) Act 2001 (Cth).

Corporations Act 1989 (Cth)
(Corporations Law)

Uniform legislation scheme that came into operation in 1991. Repealed by the Corporations Act 2001 (Cth).

State legislation applying the laws of Corporations Act 1989 (Cth) in their jurisdiction and conferring powers on ASIC

Major Amendments to the Corporations Act 1989 (Cth)

Final report of the Financial System Inquiry (the Wallis Report)

Re Wakim; Ex parte McNally (1999) 198 CLR 511
Cross-vesting arrangements that purport to confer jurisdiction with respect to Corporations Law of a state to federal courts unconstitutional.

(CLR available from Thomson LegalOnline)

 

2000-2010

R v Hughes (2000) 202 CLR 535 Casts doubt on constitutional validity of states conferring power on Commonwealth officers. (CLR available from Thomson LegalOnline) Australian Securities and Investments Commission Act 2001 (Cth) An Act to provide for the Australian Securities and Investments Commission, a Corporations and Markets Advisory Committee and certain other bodies, and for other purposes.

Corporations Act 2001 (Cth) Superseded the Corporations Act 1989 (Cth) to become the legislation governing corporations today. Enacted following a reference of power by the states.State legislation referring corporations power to the Commonwealth

Major Amendments to the Corporations Act 2001 (Cth)

Improved auditing standards in various ways.

Corporations Legislation Amendment (Simpler Regulatory System) Act 2007 (Cth)

Amended the regulation of financial services, company reporting obligations, and capital raising by companies.

Corporations (NZ Closer Economic Relations) and Other Legislation Amendment Act 2007 (Cth)

Provided for mutual recognition of securities offerings in Australia and New Zealand.

Corporations Amendment (Short Selling) Act 2008 (Cth)

Amended the regulation of short selling.

Corporations Amendment (No. 1) Act 2009 (Cth)

Amended the provisions of the Corporations Act dealing with disqualification from managing companies.

Corporations Amendment (Improving Accountability on Termination Payments) Act 2009 (Cth)

Strengthened the regulatory framework for termination payments paid to directors and executives.

Corporations Legislation Amendment (Financial Services Modernisation) Act 2009 (Cth)

Included margin loans as a financial product for the purposes of Ch 7 of the Corporations Act, transferred the regulation of trustee companies from the states and territories to the Commonwealth, and made ASIC the regulator of trustee companies, and amended the regulation of debentures.

Corporations Amendment (No 1) Act 2010 (Cth)

Amended access to company registers including the register of members and increased the penalties for criminal breaches of the insider trading and market misconduct provisions.

Corporations Amendment (Financial Market Supervision) Act 2010 (Cth)

Made ASIC responsible for supervising trading on financial markets which have a domestic Australian market licence.

Corporations Amendment (Corporate Reporting Reform) Act 2010 (Cth)

Introduced a new reporting framework for companies limited by guarantee and a new test for when a company can pay a dividend.

The Companies Act 1961 (Vic) was repealed on 10 February 2010 by s 3 (sch 1) of the Legislative Reform (Repeals No 5) Act 2010 (Vic).

Corporations Amendment (Sons of Gwalia) Act 2010 (Cth)

Reversed the decision of the High Court of Australia in Sons of Gwalia Ltd v Margaretic (2007) 231 CLR 160.

Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011 (Cth)

Strengthened the non-binding vote on the remuneration report and introduced other changes to the regulation of remuneration.