Commonwealth Consolidated Acts Commonwealth Consolidated Acts(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.
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 a Chapter 5 body corporate.