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CORPORATIONS ACT 2001

CHAPTER 2B - BASIC FEATURES OF A COMPANY  

PART 2B.7 - CHANGING COMPANY TYPE  

SECTION 166  EFFECT OF CHANGE OF TYPE  

166(1)  [Effect of change]  


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.

166(2)  [Company limited by guarantee]  


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).


 



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