CORPORATIONS ACT 2001

CHAPTER 10 - TRANSITIONAL PROVISIONS  

PART 10.1 - TRANSITION FROM THE OLD CORPORATIONS LEGISLATION  

Division 2 - Carrying over registration of companies  

SECTION 1378   EXISTING REGISTERED COMPANIES CONTINUE TO BE REGISTERED  

1378(1)  
If:


(a) before the commencement, a company was registered under Part 2A.2 of the old Corporations Law of a State or Territory in this jurisdiction; and


(b) that registration was still in force immediately before the commencement;

the registration of the company has effect (and may be dealt with) after the commencement as if it were a registration of the company under Part 2A.2 of this Act as a company of whichever of the company types listed in subsection (2) corresponds to its previous class and type.

Note: The carrying over of other matters (for example, the registration of registered schemes and of registered bodies) is covered by the more general transitional provisions in Division 6.

1378(2)  
The company types are as follows:


(a) a proprietary company limited by shares;


(b) an unlimited proprietary company;


(c) a proprietary company limited both by shares and by guarantee;


(d) a public company limited by shares;


(e) an unlimited public company;


(f) a company limited by guarantee;


(g) a public company limited both by shares and by guarantee;


(h) a no liability company.

1378(3)  
The application of subsection (1) in relation to the registration of a company does not have the effect of creating that company as a new legal entity. Rather, it has the effect of continuing the existence of the legal entity that is that company with the same characteristics and attributes as it had immediately before the commencement. The date of the company's first registration remains the same (see subsection 1402(2)), and a new certificate of registration does not need to be issued.

Note: The company will, for example, retain the same name, ACN, constitution and registered office as it had immediately before the commencement. Its certificate of registration will (because of section 1399) have effect as if it were issued under section 118 of this Act.

1378(4)  
The State or Territory in which the company is taken to be registered is the State or Territory under whose old Corporations Law the company was registered immediately before commencement. This subsection has effect subject to subsection 119A(3).

Note: For the general provisions about jurisdiction of incorporation and jurisdiction of registration, see section 119A.


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