Changing Company Type

© Australian Securities & Investments Commission.
Reproduced with permission. ASIC Information sheet 18 (INFO 18).

During the life of your company, you may decide to change your company type.

The activities or nature of your company may have altered so much that the existing company type no longer suits you.

Changing company type is a serious step to take so we recommend you seek legal advice if you are considering making such a change.

Kinds of company you can change to

Section 162 of the Corporations Act states that only some kinds of conversion are allowable. The following table is contained in that part of our legislation:

This type of company may change… …to this type of company
1 proprietary company limited by shares
  • unlimited proprietary company
  • unlimited public company
  • public company limited by shares
2 unlimited proprietary company
  • proprietary company limited by shares (but only if, within the last 3 years, it was not a limited company that became an unlimited company)
  • public company limited by shares (but only if, within the last 3 years, it was not a limited company that became an unlimited company)
  • unlimited public company
3 public company limited by shares
  • unlimited public company
  • unlimited proprietary company
  • proprietary company limited by shares
  • no liability company (see s 162(2) for full requirements)
4 company limited by guarantee
  • public company limited by shares
  • unlimited public company
  • proprietary company limited by shares
  • unlimited proprietary company
5 unlimited public company
  • public company limited by shares (but only if, within the last 3 years, it was not a limited company that became an unlimited company)
  • proprietary company limited by shares (but only if, within the last 3 years, it was not a limited company that became an unlimited company)
  • unlimited proprietary company

6 public no liability company
  • public company limited by shares (but only if all the issued shares are fully paid up)
  • proprietary company limited by shares (but only if all the issue shares are fully paid up)

What you have to do

  • 1.  Pass a special resolution;  
  • 2.  Lodge Form 205 Notification of resolution and Form 206 Application for change of company type with ASIC.

 

When the change officially occurs

Under subsection 164(3) of the Corporations Act ASIC is required to publish a notice in the Commonwealth Gazette that states that it intends to alter the details of the company’s registration. One month after the notice is published in the Gazette the change to company type takes place.

This is Information Sheet 18 (INFO 18). Information sheets provide concise guidance on a specific process or compliance issue or an overview of detailed guidance.

This information is for guidance only and is not intended as specific advice to any reader. Professional advice should be obtained before acting on any information contained herein. The publisher accepts no responsibility for loss occasioned to any person or organisation as a result of action or the refrain of action as a consequence of the contents of this publication.