Commonwealth Consolidated Acts

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Effect of change of type

             (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).

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