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 managed investment schemes and of registered bodies) is covered by
the more general transitional provisions in Division 6.
(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.
(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.
(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.