The Corporations Act 2001 (Cth) is an Act of the Parliament of Australia, which sets out the laws dealing with business entities in the Commonwealth of Australia. The company is the Act's primary focus, but other entities, such as partnerships and managed investment schemes, are also regulated. The Act is the foundational basis of Australian corporate law, with every Australian state having adopted the Act as required by the Australian Constitution. The Act is the principal legislation regulating companies in Australia. It regulates matters such as the formation and operation of companies (in conjunction with a constitution that may be adopted by a company), duties of officers, takeovers and fundraising. Background Constitutional basis Australian corporate law was the subject of a successful legal challenge in the High Court of Australia in New South Wales v Commonwealth (1990) ('The Corporations Act Case'). In that case, the Commonwealth was found to have insufficient power to legislate in relation to the formation of companies. Section 51(xx) of the Australian Constitution was found to provide sufficient power for legislation applicable only to foreign corporations and corporations already formed within the Commonwealth. This decision led to the creation of a co-operative scheme, involving a referral of power from the Australian states. Under the Corporations Agreement between the states and the Commonwealth, all changes to the Act must be referred to the Ministerial Council for Corporations (MINCO) for approval. The co-operative scheme has come under pressure in recent times as the Commonwealth Government has sought to rely on the corporations power to legislate for its industrial relations reform agenda. This has led to some Labor states threatening to withdraw from the Corporations Agreement. The Act The Act is published in five volumes covering a total of ten chapters. The chapters have multiple parts, and within each part there may be multiple divisions. Each chapter contains a collection of sections. Volume 1 Chapters 1–2J Chapter 1—Introductory Chapter 2A—Registering a company Chapter 2B—Basic features of a company Chapter 2C—Registers Chapter 2D—Officers and employees Chapter 2E—Related party transactions Chapter 2F—Members’ rights and remedies Chapter 2G—Meetings Chapter 2H—Shares Chapter 2J—Transactions affecting share capital Volume 2 Chapters 2L–5B Chapter 2L—Debentures Chapter 2M—Financial reports and audit Chapter 2N—Updating ASIC information about companies and registered schemes Chapter 2P—Lodgments with ASIC Chapter 5—External administration Chapter 5A—Deregistration, and transfer of registration, of companies Chapter 5B—Bodies corporate registered as companies, and registrable bodies Volume 3 Chapters