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20. Changing company type
 

Changing company type

 

A company may change to a company of different type by following the procedures stated below:

1.       Passing a special resolution resolving to change its type, and

2.       Complying with sections 163 and 164


The following table shows the possible conversions which are allowed under the act:

From

To

Proprietary company limited by shares

Unlimited proprietary company

Unlimited public company

Public company limited by shares

Unlimited proprietary company

Proprietary company limited by shares

Public company limited by shares

Unlimited public company

Public company limited by shares

Unlimited public company

Unlimited proprietary company

Proprietary company limited by shares

No liability company

Company limited by guarantee

Public company limited by shares

Unlimited public company

Unlimited public company

Public company limited by shares

Proprietary company limited by shares

Public no liability company

Public company limited by shares

Proprietary company limited by shares

 

However a public company limited by shares may only convert to a no liability company if:

1.       The company’s constitution states that its sole objects are mining purposes

2.       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

3.       All the company’s issued shares are fully paid up.


An important compliance guideline is that the company must lodge a copy of the special resolution with ASIC within 14 days after it is passed.


The application lodged with the company should include the following:

a)      A copy of the resolution that resolves to change the type of the company, specifies the new type and the company’s name

b)      A statement signed by directors (in case a company limited by guarantee changes to a company limited by shares) that in their opinion the company’s creditors are not likely to be materially prejudiced by the change of the company type

c)       A special resolution dealing with the issue of shares

d)      A statement from the director or secretary of the company that all the members of the company have signed the assent

e)      A consolidated copy of the company’s constitution (in case a proprietary company changes to a public company) as at the date of lodgement,

f)       A copy of each of the documents or resolution that is necessary to ascertain the rights attached to issued or unissued shares of the company



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