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.

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