Changing company type
162 Changing company type
A company may change to a company of a different type as set out in the following table by:
passing a special resolution resolving to change its type; and
complying with sections 163 and 164.
Allowed conversions | ||
|---|---|---|
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) |
A public company seeking to change to a proprietary company must comply with the requirements for proprietary companies set out in section 113.
Other types of companies that were previously allowed can change type under the Part 10.1 transitionals.
A public company limited by shares may only convert to a no liability company if:
the company’s constitution states that its sole objects are mining purposes; and
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
all the company’s issued shares are fully paid up.
Section 9 defines mining purposes and minerals.
The company must lodge a copy of the special resolution with ASIC within 14 days after it is passed.
An offence based on subsection (3) is an offence of strict liability.
For strict liability, see section 6.1 of the Criminal Code.
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.
This Act’s bill:Explanatory memorandumSecond reading speech
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