Corporations Act 2001

CHAPTER 2B - BASIC FEATURES OF A COMPANY  

PART 2B.7 - CHANGING COMPANY TYPE  

SECTION 162   CHANGING COMPANY TYPE  

162(1)    
A company may change to a company of a different type as set out in the following table by:

(a)    passing a special resolution resolving to change its type; and

(b)    complying with sections 163 and 164 .

Allowed conversions	[ operative table]
	This type of company may change …	… to this type of company
1	proprietary company limited by shares	unlimited proprietary company
		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 the Part 10.1 transitionals.

162(2)    
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)    
The company must lodge a copy of the special resolution with ASIC within 14 days after it is passed.

162(3A)    

An offence based on subsection (3) is an offence of strict liability.

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

162(4)    

A special resolution to change an unlimited company that has share capital to a company limited by shares may also provide that a specified portion of its uncalled share capital may only be called up if the company becomes a Chapter 5 body corporate.