THE CORPORATIONS LAW
PART 13 - THE CORPORATIONS LAW
THE CORPORATIONS LAW 82 The Corporations Law is as follows:...
CHAPTER 2B - BASIC FEATURES OF A COMPANY
PART 2B.7 - CHANGING COMPANY TYPE
------------------------------------------------------------------ Allowed conversions [operative table] ------------------------------------------------------------------ This type of company may change ... ... to this type of company ------------------------------------------------------------------ 1 proprietary company limited unlimited proprietary company by shares unlimited public company public company limited by shares ----------------------------------------------------------------- 2 unlimited proprietary company proprietary company limited by shares (but only if, within the last 3 years, it was not a limited company that became an unlimited company) public company limited by shares (but only if, within the last 3 years, it was not a limited company that became an unlimited company) unlimited public company ----------------------------------------------------------------- 3 public company limited by shares unlimited public company unlimited proprietary company proprietary company limited by shares no liability company (see subsection (2)) ----------------------------------------------------------------- 4 company limited by guarantee public company limited by shares unlimited public company proprietary company limited by shares unlimited proprietary company ----------------------------------------------------------------- 5 unlimited public company public company limited by shares (but only if, within the last 3 years, it was not a limited company that became an unlimited company) proprietary company limited by shares (but only if, within the last 3 years, it was not a limited company that became an unlimited company) unlimited proprietary company ----------------------------------------------------------------- 6 public no liability company public company limited by shares (but only if all the issued shares are fully paid up) proprietary company limited by shares (but only if all the issued shares are fully paid up) -----------------------------------------------------------------
Note 1:
A public company seeking to change to a proprietary company must comply with the requirements for proprietary companies set out in section 113.Note 2:
Other types of companies that were previously allowed can change type under section 1416. 162(2) [Public company limited by shares] A public company limited by shares may only convert to a no liability company if: (a) the company's constitution states that its sole objects are mining purposes; and (b) under the constitution the company has no contractual right to recover calls made on its shares from a shareholder who fails to pay them; and (c) all the company's issued shares are fully paid up.Note:
Section 9 defines mining purposes and minerals . 162(3) [Lodgment with ASIC] The company must lodge a copy of the special resolution with ASIC within 14 days after it is passed. 162(4) [Call if becomes externally administered] A special resolution to change an unlimited company that has share capital to a company limited by shares may also provide that a specific portion of its uncalled share capital may only be called up if the company becomes an externally-administered body corporate.This information is provided by CCH Australia Limited Link opens in new window. View the disclaimer and notice of copyright.