Corporations Act 2001

CHAPTER 2B - BASIC FEATURES OF A COMPANY

PART 2B.7 - CHANGING COMPANY TYPE

SECTION 165 ASIC MAY DIRECT A PROPRIETARY COMPANY TO CHANGE TO A PUBLIC COMPANY IN CERTAIN CIRCUMSTANCES

165(1)
ASIC may direct a proprietary company in writing to change to a public company within 2 months if it is satisfied that the company has contravened section 113 (requirements for proprietary companies).

165(2)
The company must comply with the direction within 2 months after being given it by doing everything necessary to change to a public company under section 164 .

165(2A)

View history reference

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

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

View history note

165(3)
If a proprietary company does not comply with subsection (2) , ASIC may change the company from a proprietary to a public company by altering the details of the company ' s registration to reflect the company ' s new type.

[ CCH Note: S 165(3) will be amended by No 69 of 2020, s 3, Sch 1[495] and [ 496], by inserting " direct the Registrar to " after " ASIC may " and " The Registrar must comply with the direction. " at the end of subsection, (effective 1 July 2026 or a day or days to be fixed by Proclamation).]

165(4)
A change of type under this section takes effect when ASIC alters the details of the company ' s registration.

[ CCH Note: S 165(4) will be amended by No 69 of 2020, s 3, Sch 1[497], by substituting " the Registrar " for " ASIC " , (effective 1 July 2026 or a day or days to be fixed by Proclamation).]

165(5)
ASIC must give the company a new certificate of registration after it alters the details of the company ' s registration under subsection (3) . 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 165(5) will be amended by No 69 of 2020, s 3, Sch 1[498] and [ 499], 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).]

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