Corporations Act 2001
[ CCH Note: S 164 heading will be amended by No 69 of 2020, s 3, Sch 1[484], by substituting " CHANGES TO " for " ASIC CHANGES " , (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
ASIC must give notice under subsection (3) that it intends to alter the details of the company ' s registration if: (a) ASIC is satisfied that:
(i) the application complies with section 163 ; and
(b) for an application by a company limited by guarantee to change to a company limited by shares that is accompanied by a copy of a special resolution dealing with an issue of shares according to section 167 - ASIC is not of the opinion that the obligations that would attach to the shares are unreasonable compared with the obligations that attach to membership of the company limited by guarantee.
(ii) for an application by a company limited by guarantee to change to a company limited by shares - the company ' s creditors are not likely to be materially prejudiced by the change; and
[ CCH Note: S 164(1) will be amended by No 69 of 2020, s 3, Sch 1[485] and [ 486], by substituting " The Registrar " for " ASIC " (first occurring) and " the Registrar " for " ASIC " in para (a) and (b) (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
164(2)
To make a decision under subparagraph (1)(a)(ii), ASIC may direct the company in writing to: (a) notify some or all of its creditors of the proposed change in the way ASIC specifies; and (b) invite those creditors to make submissions to ASIC.
[ CCH Note: S 164(2) will be amended by No 69 of 2020, s 3, Sch 1[487], by substituting " the Registrar " for " ASIC " (wherever occurring) (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
164(3)
The notice that ASIC intends to alter the details of the company ' s registration must be: (a) included on ASIC [ sic ] database; and (b) published in the Gazette .
The notice must also state that ASIC will alter the details of the company ' s registration 1 month after the notice has been published in the Gazette unless an order by a court or the Administrative Review Tribunal prevents it from doing so.
[ CCH Note: S 164(3) will be substituted by No 69 of 2020, s 3, Sch 1 [ 488] (effective 1 July 2026 or a day or days to be fixed by Proclamation). S 164(3) will read:
164(3)
The notice that the Registrar intends to alter the details of the company ' s registration:
(a) must be included in the records of the Registrar; and
(b) must be made accessible to the public; and
(c) must meet any requirements of the data standards that relate to the notice (including requirements relating to including the notice in the records of the Registrar and making the notice accessible to the public); and
(d) without limiting paragraph (c) , must state that the Registrar will alter the details of the company ' s registration 1 month after the notice has been made accessible to the public unless an order by a court or the Administrative Appeals Tribunal prevents it from doing so.]
View history note
Hide history note164(4)
Subject to an order made by a court or the Administrative Review Tribunal within that month, after that month has passed ASIC must alter the details of the company ' s registration to reflect the company ' s new type.
[ CCH Note: S 164(4) will be amended by No 69 of 2020, s 3, Sch 1[489], by substituting " the Registrar " for " ASIC " (wherever occurring) (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
164(5)
A change of type under this section takes effect when ASIC alters the details of the company ' s registration. Despite subsection 246D(3) and section 246E , a special resolution passed in connection with the change of type also takes effect when ASIC alters the details of the company ' s registration.
[ CCH Note: S 164(5) will be amended by No 69 of 2020, s 3, Sch 1[489], by substituting " the Registrar " for " ASIC " (wherever occurring) (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
164(6)
ASIC must give the company a new certificate of registration after it alters the details of the company ' s registration. The company ' s name is the name specified in the certificate of registration issued under this section.
Note: For the evidentiary value of a certificate of registration, see subsection 1274(7A) .
[ CCH Note: S 164(6) will be amended by No 69 of 2020, s 3, Sch 1[490] and [ 491], by substituting " The Registrar " for " ASIC " and " section 1274AAA " for " subsection 1274(7A) " in the note, (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
164(7)
If ASIC alters the details of a company ' s registration under subsection (4) , a court is not to make an order reversing the alteration of the details of the company ' s registration.
Note: The Administrative Review Tribunal cannot review the change of the company ' s type once ASIC has issued a new certificate of registration to the company (see subsection 1274(7A) and paragraph 1317C(b) ).
[ CCH Note: S 164(7) will be amended by No 69 of 2020, s 3, Sch 1[492] - [ 494], by substituting " the Registrar " for " ASIC " , " the Registrar " for " ASIC " in the note and " section 1274AAA " for " subsection 1274(7A) " in the note, (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
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