THE CORPORATIONS LAW

CHAPTER 2B - BASIC FEATURES OF A COMPANY

PART 2B.7 - CHANGING COMPANY TYPE

SECTION 162   CHANGING COMPANY TYPE  

162(1)  (Change of type)  

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       unlimited proprietary company
   by shares
                                     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 section 1416.

162(2)  [Public company limited by shares]  

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)  [Lodgment with ASIC]  

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

162(4)  [Call if becomes externally administered]  

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