Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 142

142. (1) Subject to this Act, all the members of a close corporation may, by:

   (a)  subscribing their names to a memorandum; and

   (b)  complying with the requirements as to registration of the close
        corporation as a company under this Division; convert the close
        corporation into:

   (c)  if the close corporation has 5 or more members-a company; or

   (d)  if the close corporation has 2 or more members-a proprietary company.

(2) A close corporation may be registered under this Division as:

   (a)  a company limited by shares;

   (b)  a company limited both by shares and by guarantee; or

   (c)  an unlimited company.

(3) A close corporation may be registered under this Division as a proprietary
company if the proposed company's constitution includes proprietary company
provisions.

(4) A close corporation is not entitled to be registered under this Division
if:

   (a)  it is an externally-administered body corporate; or

   (b)  an application has been made to a court (in Australia or elsewhere):

        (i)    to wind up the close corporation; or

        (ii)   for the approval of a compromise or arrangement between the
               close corporation and another person;
and has not been dealt with.