Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 167

167. (1) Subject to this section:

   (a)  an unlimited company may convert to a limited company if:

        (i)    in any case-it was not, within the previous 3 years, a limited
               company that became an unlimited company under paragraph (e);
               and

        (ii)   in the case of a Division 2 company-it was not, within the
               previous 3 years, a limited company within the meaning of a law
               corresponding to paragraph (e) that became under that law an
               unlimited company within the meaning of that law;

   (b)  a no liability company all the issued shares in which are fully paid
        up may convert to a company limited by shares;

   (c)  a company limited by shares may convert to a company limited both by
        shares and by guarantee;

   (d)  a company limited by guarantee may convert to a company limited both
        by shares and by guarantee; and

   (e)  a limited company may convert to an unlimited company.

(2) Where a company lodges a written application for a change of status as
provided by subsection (1) and, subject to subsections 173 (1), (2) and (3) as
applied by subsection (7) of this section, lodges with the application the
necessary documents, the Commission shall issue to the company a certificate
of registration:

   (a)  appropriate to the change of status applied for; and

   (b)  specifying, in addition to the particulars prescribed in respect of a
        certificate of registration of a company of that status, that the
        certificate is issued under this section; and, on the issue of such a
        certificate, the company is a company having the status specified in
        the certificate.
(3) In subsections (2) and (5), "necessary documents", in relation to an
application under that subsection, means:

   (a)  a printed copy of a special resolution of the company:

        (i)    resolving to change the status of the company and specifying
               the status sought;

        (ii)   making such alterations to the memorandum of the company as are
               necessary to bring the memorandum into conformity with the
               requirements of this Act relating to the memorandum of a
               Division 1 company of the status sought;

        (iii)  if the company has articles otherwise than by virtue of
               subsection 175 (2)-making such alterations and additions (if
               any) to the articles as are necessary to bring the articles
               into conformity with the requirements of this Act relating to
               the articles of a Division 1 company of the status sought;

        (iv)   otherwise-adopting such articles (if any) as are required by
               this Act to be registered in respect of a Division 1 company of
               the status sought or are proposed by the company as the
               registered articles of the company upon the change in its
               status; and

        (v)    changing the name of the company to a name by which it could be
               registered as a Division 1 company of the status sought;

   (b)  if, by a special resolution of a kind referred to in paragraph (a),
        the memorandum of the company is altered or the articles of the
        company are altered or added to, or articles are adopted by the
        company-a printed copy of the memorandum as altered, the articles as
        altered or added to, or the articles adopted, as the case may be;

   (c)  if the application is by a Table A proprietary company and:

        (i)    the articles of the company are neither altered nor added to;
               and

        (ii)   no articles are adopted;
by a special resolution of a kind referred to in paragraph (a)-a printed copy
of the company's articles; and

   (d)  in the case of an application by a limited company to convert to an
        unlimited company:

        (i)    the prescribed form of assent to the application subscribed by
               or on behalf of all the members of the company; and

        (ii)   a statement in writing by a director or secretary of the
               company verifying that the persons by whom or on whose behalf
               such a form of assent is subscribed constitute the whole
               membership of the company and, if a member has not subscribed
               the form in person, that the director or secretary making the
               statement has taken all reasonable steps to satisfy himself or
               herself that each person who subscribed the form was lawfully
               empowered so to do.

(4) Where the status of a company is changed under to this section, notice of
the change of status shall be published by the company in such manner (if any)
as the Commission directs.

(5) The provisions of subsections 171 (2) to (10), inclusive, do not apply in
relation to an application under this section or in relation to necessary
documents in relation to such an application.

(6) A special resolution passed for the purposes of an application under this
section takes effect only on the issue under this section of a certificate of
registration of the company to which the resolution relates.

(7) With such modifications as are necessary, subsections 172 (6) to (10),
inclusive, and section 173 apply to and in respect of the proposal, passing
and lodging, and the cancellation or confirmation by the Court, of a special
resolution relating to a change of status as if it were a special resolution
under section 172.

(8) A change in the status of a company under this section does not operate:

   (a)  to create a new legal entity;

   (b)  to prejudice or affect the identity of the body corporate constituted
        by the company or its continuity as a body corporate;

   (c)  to affect the property, or the rights or obligations, of the company;
        or

   (d)  to render defective any legal proceedings by or against the company;
        and any legal proceedings that could have been continued or commenced
        by or against the company before the change in its status may,
        notwithstanding the change in its status, be continued or commenced by
        or against it after the change in its status.