(1) ASIC must give notice under subsection (3) that it intends to alter
the details of the company's registration if:
- (a)
- ASIC is satisfied that:
- (i)
- the application complies with section 163; and
- (ii)
- for an application by a company limited by guarantee to change to a
company limited by sharesthe company's creditors are not likely to be
materially prejudiced by the change; and
- (b)
- for an application by a company limited by guarantee to change to a
company limited by shares that is accompanied by a copy of a
special resolution dealing with an issue of shares according to
section 167ASIC is not of the opinion that the obligations that
would attach to the shares are unreasonable compared with the obligations that
attach to membership of the company limited by guarantee.
(2) To make a decision under subparagraph (1)(a)(ii), ASIC may direct the
company in writing to:
- (a)
- notify some or all of its creditors of the
proposed change in the way ASIC specifies; and
- (b)
- invite those creditors to make submissions to ASIC.
(3) The notice that ASIC intends to alter the details of the company's
registration must be:
- (a)
- included on ASIC database; and
- (b)
- published in the Gazette .
The notice must also state that ASIC will alter the details of the company's
registration 1 month after the notice has been published in the Gazette unless
an order by a court or the Administrative Appeals Tribunal prevents it from
doing so.
(4) Subject to an order made by a court or the Administrative Appeals Tribunal
within that month, after that month has passed ASIC must alter the details of
the company's registration to reflect the company's new type.
(5) A change of type under this section takes effect when ASIC alters the
details of the company's registration. Despite subsection 246D(3) and
section 246E, a special resolution passed in connection with the change
of type also takes effect when ASIC alters the details of the company's
registration.
(6) ASIC must give the company a new certificate of registration after it
alters the details of the company's registration. The company's name is the
name specified in the certificate of registration issued under this section.
-
Note: For the evidentiary value of a certificate of registration, see
subsection 1274(7A).
(7) If ASIC alters the details of a company's registration under
subsection (4), a court is not to make an order reversing the alteration
of the details of the company's registration.
- Note: The Administrative
Appeals Tribunal cannot review the change of the company's type once ASIC has
issued a new certificate of registration to the company (see subsection
1274(7A) and paragraph 1317C(b)).