(1) A change of type does not:

(a)

create a new legal entity; or

(b)

affect the company's existing property, rights or obligations (except as against the members of the company in their capacity as members); or

(c)

render defective any legal proceedings by or against the company or its members.

(2) On the change of type of a company from a company limited by guarantee to a company limited by shares:

(a)

the liability of each member and past member as a guarantor on the winding up of the company is extinguished; and

(b)

the members cease to be members of the company; and

(c)

if shares are to be issued to a person as specified in the list referred to in subsection 163(3):

(i)

the shares are taken to be issued to that person; and

(ii)

the person is taken to have consented to be a member of the company; and

(iii)

the person becomes a member of the company.

Note: The company must maintain a register of members that complies with subsection 169(3).