THE CORPORATIONS LAW

CHAPTER 2B - BASIC FEATURES OF A COMPANY

PART 2B.7 - CHANGING COMPANY TYPE

SECTION 167   ISSUE OF SHARES BY COMPANY OR HOLDING COMPANY - COMPANY LIMITED BY GUARANTEE CHANGING TO COMPANY LIMITED BY SHARES  

167(1)  [Members]  

If:

(a)  a company limited by guarantee changes type under this Part to a company limited by shares; and

(b)  that company, or another company that beneficially owns all the shares in that company, issues shares to a person who was a member of that company immediately before the change of type took effect;

the person becomes a member of the company issuing the shares if:

(c)  the issue of the shares is in accordance with the special resolution that accompanied the application to change type under subparagraph 163(2)(a)(ii); and

(d)  the shares are fully paid up; and

(e)  the business, assets and liabilities of the issuing company (together with its subsidiaries) when the shares are issued are substantially the same as the business, assets and liabilities of the company changing type (together with its subsidiaries) immediately before the change of type took effect.

167(2)  [Court not to make order]  

If shares are issued according to this section, a court is not to make an order reversing the issue of the shares.