Corporations Act. Australia
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Название: Corporations Act

Автор: Australia

Издательство: Проспект

Жанр: Юриспруденция, право

Серия:

isbn: 9785392086429

isbn:

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      Note: For strict liability, see section 6.1 of the Criminal Code.

      (5) The regulations may exempt a specified company, or a class of companies, from the requirement in subsection (2) or (3). The exemption may relate to specified documents or instruments, or a specified class of documents or instruments.

      (6) The Court may only grant leave under subsection (3) on the application of the administrator of the deed of company arrangement.

      (7) The Court may only grant leave under subsection (3) if it is satisfied that the granting of leave will not result in any significant risk to the interests of the company’s creditors (including contingent or prospective creditors) as a whole.

      Part 2B.7 — Changing company type

      162 Changing company type

      (1) A company may change to a company of a different type as set out in the following table by:

      (a) passing a special resolution resolving to change its type; and

      (b) complying with sections 163 and 164.

      Allowed conversions

      [operative table]

      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 subsection (2))

      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 issued shares are fully paid up)

      Note 1: A public company seeking to change to a proprietary company must comply with the requirements for proprietary companies set out in section 113.

      Note 2: Other types of companies that were previously allowed can change type under the Part 10.1 transitionals.

      (2) A public company limited by shares may only convert to a no liability company if:

      (a) the company’s constitution states that its sole objects are mining purposes; and

      (b) under the constitution the company has no contractual right to recover calls made on its shares from a shareholder who fails to pay them; and

      (c) all the company’s issued shares are fully paid up.

      Note: Section 9 defines mining purposes and minerals.

      (3) The company must lodge a copy of the special resolution with ASIC within 14 days after it is passed.

      (3A) An offence based on subsection (3) is an offence of strict liability.

      Note: For strict liability, see section 6.1 of the Criminal Code.

      (4) A special resolution to change an unlimited company that has share capital to a company limited by shares may also provide that a specified portion of its uncalled share capital may only be called up if the company becomes an externally‑administered body corporate.

      163 Applying for change of type

      Lodging application

      (1) To change its type, a company must lodge an application with ASIC.

      Contents of the application

      (2) The application must be accompanied by the following:

      (a) a copy of:

      (i) the special resolution that resolves to change the type of the company, specifies the new type and the company’s new name (if a change of name is necessary); and

      (ii) any other special resolution passed in connection with the change of type;

      (b) for a company limited by guarantee changing to a company limited by shares:

      (i) a statement signed by the directors of the company that in their opinion the company’s creditors are not likely to be materially prejudiced by the change of type and that sets out their reasons for that opinion; and

      (ii) any special resolution dealing with an issue of shares according to section 167;

      (c) for a company limited by shares or a company limited by guarantee changing to an unlimited company:

      (i) an assent to the change of type in the prescribed form signed by all the members of the company; and

      (ii) a statement signed by a director or a company secretary of the company that all the members of the company have signed the assent;

      (d) for a proprietary company changing to a public company:

      (i) СКАЧАТЬ