Corporations Act 2001

CHAPTER 2B - BASIC FEATURES OF A COMPANY  

PART 2B.6 - NAMES  

Division 1 - Selecting and using a name  

SECTION 147   WHEN A NAME IS AVAILABLE  
Name is available unless identical or unacceptable

147(1)    
A name is available to a company unless the name is:

(a)    identical (under rules set out in the regulations) to a name that is reserved or registered under this Act for another body; or

(b)    

identical (under rules set out in the regulations) to a name that is held or registered on the Business Names Register in respect of another individual or body who is not the person applying to have the name; or

(c)    unacceptable for registration under the regulations.

Minister may consent to a name being available to a company

147(2)    
The Minister may consent in writing to a name being available to a company even if the name is:

(a)    identical to a name that is reserved or registered under this Act for another body; or

(b)    unacceptable for registration under the regulations.

147(3)    
The Minister ' s consent may be given subject to conditions.

Note: If the company breaches a condition, ASIC may direct it to change its name under section 158 .

147(4)    
The regulations may specify that a particular unacceptable name is available to a company if:

(a)    a specified public authority, or an instrumentality or agency of the Crown in right of the Commonwealth, a State or an internal Territory has consented to the company using or assuming the name; or

(b)    the company is otherwise permitted to use or assume the name by or under:

(i) an Act of the Commonwealth, a State or an internal Territory; or

(ii) a specified provision of an Act of the Commonwealth, a State or an internal Territory.

The consent of the authority, instrumentality or agency may be given subject to conditions.

Note: If the consent is withdrawn, the company ceases to be permitted or the company breaches a condition, ASIC may direct it to change its name under section 158 .

147(5)    
(Repealed by No 127 of 2011, s 3, Sch 2, Pt 1 [ 17].)

SECTION 148   A COMPANY ' S NAME  
Company may use available name or ACN

148(1)    
A company may have as its name:

(a) an available name; or

(b) the expression " Australian Company Number " followed by the company ' s ACN.

The name must also include the words required by subsection (2) or (3).

Limited companies

148(2)    
A limited public company must have the word " Limited " at the end of its name unless section 150 or 151 applies. A limited proprietary company must have the words " Proprietary Limited " at the end of its name.

Unlimited proprietary companies

148(3)    
An unlimited proprietary company must have the word " Proprietary " at the end of its name.

No liability companies

148(4)    
A no liability company must have the words " No Liability " at the end of its name.

Public companies with " Proprietary " included in their name

148(5)    
A public company must not include the word " Proprietary " (or an abbreviation of it) in its name unless:

(a) it was a public company before 1 July 1998; and

(b) the word " Proprietary " (or an abbreviation of it) was included in its name before 1 July 1998.

148(6)    

An offence based on subsection (2), (3), (4) or (5) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .

SECTION 149   ACCEPTABLE ABBREVIATIONS  

149(1)   [ Table of abbreviations]  

The abbreviations set out in the following table may be used:

(a) instead of words that this Act requires to be part of a company's name or to be included in a document or on a company's common seal; and

(b) instead of words that are part of a company's name; and

(c) with or without full stops.

	Acceptable abbreviations	[ operative table ]
	Word	Abbreviation
1	Company	Co or Coy
2	Proprietary	Pty
3	Limited	Ltd
4	No Liability	NL
5	Australian	Aust
6	Number	No
7	and	&
8	Australian Company Number	ACN
9	Australian Business Number	ABN

149(2)   [ Word may be used]  

If a company's name includes any of these abbreviations, the word corresponding to the abbreviation may be used instead.

SECTION 150   EXCEPTION TO REQUIREMENT FOR USING " LIMITED " IN NAME  
Name

150(1)    

A company is not required to have the word " Limited " at the end of its name if:

(a)    the company is registered under the Australian Charities and Not-for-profits Commission Act 2012 as the type of entity mentioned in column 1 of item 1 of the table in subsection 25-5(5) of that Act (charity); and

(b)    the company ' s constitution:

(i) prohibits the company paying fees to its directors; and

(ii) requires the directors to approve all other payments the company makes to directors.

150(2)    

A company that, in accordance with subsection (1) , does not have " Limited " at the end of its name must notify ASIC as soon as practicable if:

(a)    the company ceases to be registered as mentioned in paragraph (1)(a) ; or

(b)    any of the prohibitions or requirements mentioned in paragraph (1)(b) are not complied with or the company ' s constitution is modified to remove any of those prohibitions or requirements.

150(3)    

An offence based on subsection (2) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .

150(4)    

Paragraph 157(1)(a) (company must pass special resolution to change name) does not apply to a change of the name of a company to omit the word " Limited " in accordance with this section.

Name may be stated without " Limited "

150(5)    

If a company:

(a)    has the word " Limited " at the end of its name; but

(b)    under subsection (1) , is not required to do so;

the word " Limited " may be omitted anywhere that the name of the company is required to be used (including on the company ' s common seal).

SECTION 151   EXCEPTION TO REQUIREMENT FOR USING " LIMITED " IN NAME - PRE-EXISTING LICENCES  

151(1)    
A licence that:

(a)    allowed a company to omit " Limited " from its name; and

(b)    was in force immediately before 1 July 1998; and

(c)    was in force immediately before the commencement of this section;

continues in force subject to subsection (3) .

151(2)    
The company must notify ASIC as soon as practicable if it:

(a)    

breaches a condition of the licence; or

(b)    

pursues objects or purposes that would have prevented it being granted the licence; or

(c)    applies its profits or other income to promote objects or purposes that would have prevented it being granted the licence; or

(d)    pays a dividend to its members; or

(e)    modifies its constitution to allow it to do anything set out in paragraphs (a) to (d) .

151(2AA)    

If:

(a)    a company holds a licence that is in force under this section; and

(b)    either the licence or the company ' s constitution requires a modification to the constitution to have previously been submitted to, and approved by:

(i) the Minister; or

(ii) another Minister of the Commonwealth, a State or a Territory; or

(iii) an officer, instrumentality or agency of the Commonwealth, a State or a Territory;

then the licence or constitution (as the case requires) is taken instead to require the company to notify ASIC as soon as practicable of the modification.

151(2A)    

An offence based on subsection (2) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .

151(3)    

ASIC may revoke the company ' s licence if:

(a)    

the company does anything set out in paragraphs (2)(a) to (e) ; or

(b)    the company fails to notify ASIC inaccordance with subsection (2AA) .

SECTION 152   RESERVING A NAME  

152(1)    
A person may lodge an application in the prescribed form with ASIC to reserve a name for a company. If the name is available, ASIC must reserve it.

Note: For available names, see section 147 .

152(2)    
The reservation lasts for 2 months from the date when the application was lodged. An applicant may ask ASIC in writing for an extension of the reservation during a period that the name is reserved, and ASIC may extend the reservation for 2 months.

152(3)    
ASIC must cancel a reservation if the applicant asks ASIC in writing to do so.

SECTION 153   USING A NAME AND ACN ON DOCUMENTS  

153(1)    
A company must set out its name on all its public documents and negotiable instruments.

153(2)    

Subject to sections 154 and 155 , if the company ' s ACN is not used in its name, the company must also set out with its name, or with 1 of the references to its name, either:

(a) the expression " Australian Company Number " followed by the company ' s ACN; or

(b) if the last 9 digits of the company ' s ABN are the same, and in the same order, as the last 9 digits of its ACN - the words " Australian Business Number " followed by the company ' s ABN.

If the company ' s name appears on 2 or more pages of the document or instrument, this must be done on the first of those pages.

Note 1: If a company has a common seal, its name and ACN or ABN must be set out on the seal (see section 123 ).

Note 2: A public company must display its name at its registered office. Every company must display its name at places at which the company carries on business and that are open to the public (see section 144 ).

Note 3: Section 149 provides that " ACN " is an acceptable abbreviation of " Australian Company Number " , and that " ABN " is an acceptable abbreviation of " Australian Business Number " .

Note 4: In any case where the company ' s ACN would be used, the company ' s ABN may be used instead if section 1344 is satisfied.

153(3)    

An offence based on subsection (1) or (2) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .

SECTION 154  

154   EXCEPTION TO REQUIREMENT TO HAVE ACN ON RECEIPTS  
A company does not have to set out the expression ``Australian Company Number'' followed by its ACN on a receipt (for example, a cash register receipt) that sets out information recorded in the machine that produced the receipt.

SECTION 155  

155   REGULATIONS MAY EXEMPT FROM REQUIREMENT TO SET OUT INFORMATION ON DOCUMENTS  

The regulations may exempt a specified company, or a class of companies, from the requirement in subsection 153(2) to set out information on its public documents and negotiable instruments. The exemption may relate to specified documents or instruments, or a class of documents or instruments.

SECTION 156   CARRYING ON BUSINESS USING ``LIMITED'', ``NO LIABILITY'' OR ``PROPRIETARY'' IN NAME  

156(1)   [ Prohibition]  

A person must not carry on business in this jurisdiction under a name or title that:

(a) has the words ``Limited'' or ``No Liability'' (or an abbreviation of those words) at the end; or

(b) includes the word ``Proprietary'' (or an abbreviation of it).

156(2)   [ Strict liability offence]  

An offence based on subsection (1) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .

156(3)   [ Limitation]  

Subsection (1) does not apply to the extent that the person is allowed or required to carry on business in this jurisdiction under the name or title under a law of the Commonwealth or a law of a State or Territory in this jurisdiction.

Note: A defendant bears an evidential burden in relation to the matter in subsection (3), see subsection 13.3(3) of the Criminal Code .

Division 2 - Changing a company's name  

SECTION 157   COMPANY CHANGING ITS NAME  

157(1)    
If a company wants to change its name, it must:

(a)    pass a special resolution adopting a new name; and

(b)    lodge an application in the prescribed form with ASIC.

Note: The company may reserve a name before the resolution is passed or the application is lodged (see section 152 ).

157(2)    
The company must lodge a copy of the special resolution with ASIC within 14 days after it is passed.

157(2A)    

An offence based on subsection (2) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code.

157(3)    
If the proposed name is available, ASIC must change the company ' s name by altering the details of the company ' s registration to reflect the change. The change of name takes effect when ASIC alters the details of the company ' s registration.

Note: For available names, see section 147 .

SECTION 157A   CHANGE OF NAME OF COMPANY UNDER EXTERNAL ADMINISTRATION  

Application by liquidator

157A(1)    
The liquidator of a company that is being wound up may lodge an application with ASIC to change the name of the company if the liquidator is satisfied that the proposed change of name is in the interests of the creditors of the company as a whole.

157A(2)    
Subsection (1) does not apply to a members ' voluntary winding up.

Application by administrator

157A(3)    
The administrator of a company under administration may lodge an application with ASIC to change the name of the company if the administrator is satisfied that the proposed change of name is in the interests of the creditors of the company as a whole.

Application by deed administrator

157A(4)    
The administrator of a deed of company arrangement may lodge an application with ASIC to change the name of the company if the administrator is satisfied that the proposed change of name is in the interests of the creditors of the company as a whole.

Application by restructuring practitioner

157A(4A)    

The restructuring practitioner for a company under restructuring may lodge an application with ASIC to change the name of the company if the restructuring practitioner is satisfied that the proposed change of name is in the interests of the creditors of the company as a whole.

Application by restructuring practitioner for a restructuring plan

157A(4B)    

The restructuring practitioner for a restructuring plan for a company may lodge an application with ASIC to change the name of the company if the restructuring practitioner is satisfied that the proposed change of name is in the interests of the creditors of the company as a whole.

Application by managing controller

157A(5)    
If:

(a)    a person is the managing controller of property of a company; and

(b)    

the person is entitled to enforce a security interest in the whole, or substantially the whole, of the company ' s property;

the person may lodge an application with ASIC to change the name of the company if the person is satisfied that the proposed change of name is in the interests of the creditors of the company as a whole.

Application by receiver

157A(6)    
If:

(a)    a person is a receiver of property of a company; and

(b)    the property subject to the receivership consists of, or includes, goodwill in relation to the name of the company;

the person may lodge an application with ASIC to change the name of the company if the person is satisfied that the proposed change of name is in the interests of the creditors of the company as a whole.

Change of name

157A(7)    
If:

(a)    an application is lodged under subsection (1) , (3) , (4) , (5) or (6) ; and

(b)    the proposed name is available;

ASIC must change the company ' s name by altering the details of the company ' s registration to reflect the change. The change of name takes effect when ASIC alters the details of the company ' s registration.

Note: For available names, see section 147 .

SECTION 158   ASIC ' S POWER TO DIRECT COMPANY TO CHANGE ITS NAME  

158(1)    
ASIC may direct a company in writing to change its name within 2 months if:

(a)    the name should not have been registered; or

(b)    the company has breached a condition under subsection 147(3) on the availability of the name; or

(c)    a consent given under subsection 147(4) to use or assume the name has been withdrawn; or

(d)    the company has breached a condition on a consent given under subsection 147(4) ; or

(e)    the company ceases to be permitted to use or assume the name (as referred to in paragraph 147(4)(b) ).

158(2)    
The company must comply with the direction within 2 months after being given it by doing everything necessary to change its name under section 157 .

158(2A)    

An offence based on subsection (2) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .

158(3)    
If the company does not comply with subsection (2) , ASIC may change the company ' s name to its ACN and any other words that section 148 requires, by altering the details of the company ' s registration to reflect the change.

158(4)    
A change of name under subsection (3) takes effect when ASIC alters the details of the company ' s registration.

SECTION 159   ASIC ' S POWER TO INCLUDE " LIMITED " IN COMPANY ' S NAME  

159(1)    
ASIC may change a company ' s name so that it includes the word Limited by altering the details of the company ' s registration to reflect the change if:

(a)    the company contravenes any of the requirements or prohibitions in its constitution referred to in subsection 150(1) ; or

(b)    the company modifies its constitution to remove any of those requirements or prohibitions; or

(c)    ASIC revokes a licence referred to in section 151 that applies to the company.

159(2)    
The change of name takes effect when ASIC alters the details of the company ' s registration.

SECTION 160  

160   ASIC MUST ISSUE NEW CERTIFICATE IF COMPANY ' S NAME CHANGES  

If ASIC changes a company ' s name, it must give the company a new certificate of registration. The company ' s new 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) .

SECTION 161   EFFECT OF NAME CHANGE  

161(1)   [ Effect of change of name]  

A change of company name does not:

(a) create a new legal entity; or

(b) affect the company's existing property, rights or obligations; or

(c) render defective any legal proceedings by or against the company.

161(2)   [ Legal proceedings]  

Any legal proceedings that could have been continued or begun by or against the company in its former name may be continued or begun by or against it in its new name.

SECTION 161A   COMPANY UNDER EXTERNAL ADMINISTRATION - FORMER NAME TO BE USED ON DOCUMENTS  

161A(1)    
This section applies to a company if:

(a)    

any of the following conditions is satisfied:

(i) the company is being wound up;

(ii) the company is under administration;

(iii) the company has executed a deed of company arrangement that has not yet terminated;

(iiia) the company is under restructuring;

(iiib) the company has made a restructuring plan that has not yet terminated;

(iv) there is a managing controller of property of the company;

(v) there is a receiver of property of the company; and

(b)    

any of the following conditions is satisfied:

(i) a change of the company ' s name takes effect;

(ii) in the case of a company that is being wound up - a change of the company ' s name took effect during the 6-month period ending immediately before the relevant date;

(iii) in the case of a company under administration - a change of the company ' s name took effect during the 6-month period ending immediately before the administration began;

(iv) in the case of a company that has executed a deed of company arrangement - a change of the company ' s name took effect during the 6-month period ending immediately before the beginning of the administration that ended when the deed was executed;

(iva) in the case of a company under restructuring - a change of the company ' s name took effect during the 6-month period ending immediately before the restructuring began;

(ivb) in the case of a company that has made a restructuring plan - a change of the company ' s name took effect during the 6-month period ending immediately before the beginning of the restructuring that ended when the plan was made;

(v) in the case of a company where there is a managing controller - a change in the company ' s name took effect during the 6-month period ending immediately before the appointment of the managing controller;

(vi) in the case of a company where there is a receiver - a change in the company ' s name took effect during the 6-month period ending immediately before the appointment of the receiver.

161A(2)    

If subparagraph (1)(b)(i) applies, the company must set out its former name on all its public documents and negotiable instruments.

161A(3)    

If subparagraph (1)(b)(ii) , (iii) , (iv) , (iva) , (ivb) , (v) or (vi) applies, then, except with the leave of the Court, the company must set out its former name on all its public documents and negotiable instruments.

161A(4)    
An offence based on subsection (2) or (3) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .

161A(5)    
The regulations may exempt a specified company, or a class of companies, from the requirement in subsection (2) or (3) . The exemption may relate to specified documents or instruments, or a specified class of documents or instruments.

161A(6)    
The Court may only grant leave under subsection (3) on the application of:

(a)    if subparagraph (1)(b)(ii) applies - the liquidator of the company; or

(b)    if subparagraph (1)(b)(iii) applies - the administrator of the company; or

(c)    if subparagraph (1)(b)(iv) applies - the administrator of the deed of company arrangement; or

(ca)    

if subparagraph (1)(b)(iva) applies - the restructuring practitioner for the company; or

(cb)    

if subparagraph (1)(b)(ivb) applies - the restructuring practitioner for the restructuring plan; or

(d)    if subparagraph (1)(b)(v) applies - the managing controller; or

(e)    if subparagraph (1)(b)(vi) applies - the receiver.

161A(6A)    

As soon as practicable after applying for leave under subsection (3) , the applicant must lodge with ASIC a notice stating that the application has been made. The notice must be in the prescribed form.

161A(7)    
The Court may only grant leave under subsection (3) if it is satisfied that the granting of leave will not result in any significant risk to the interests of the company ' s creditors (including contingent or prospective creditors) as a whole.