THE CORPORATIONS LAW

CCH Note: Part 13 of the Corporations Act 1989, inserted by sec 6 of No 110 of 1990, Sch 1 (effective 1 January 1991), begins as follows:

PART 13 - THE CORPORATIONS LAW
THE CORPORATIONS LAW 82
The Corporations Law is as follows:...

CHAPTER 2B - BASIC FEATURES OF A COMPANY

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PART 2B.7 - CHANGING COMPANY TYPE

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SECTION 166 EFFECT OF CHANGE OF TYPE

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166(1) [Effect of change]

A change of type does not:

(a) create a new legal entity; or

(b) affect the company's existing property, rights or obligations (except as against the members of the company in their capacity as members); or

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

166(2) [Company limited by guarantee]

On the change of type of a company from a company limited by guarantee to a company limited by shares:

(a) the liability of each member and past member as a guarantor on the winding up of the company is extinguished; and

(b) the members cease to be members of the company; and

(c) if shares are to be issued to a person as specified in the list referred to in subsection 163(3):

(i) the shares are taken to be issued to that person; and

(ii) the person is taken to have consented to be a member of the company; and

(iii) the person becomes a member of the company.

Note:

The company must maintain a register of members that complies with subsection 169(3).

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