Corporations Act 2001
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.
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.
[ CCH Note: S 150(2) will be amended by No 69 of 2020, s 3, Sch 1, by substituting " the Registrar " for " ASIC " and inserting " The notification must meet any requirements of the data standards. " at the end of subsection, (effective 22 June 2022 or a day or days to be fixed by Proclamation).]
An offence based on subsection (2) is an offence of strict liability.
Note: For strict liability , see section 6.1 of the Criminal Code .
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.
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).