—(1) A public company having a share capital may convert to a private company by lodging with the Registrar a copy of a special resolution —
determining to convert to a private company and specifying an appropriate alteration to its name; and
altering the provisions of its memorandum or articles so far as is necessary to impose the restrictions and limitations referred to in section 18(1).
(2) A private company may, subject to its memorandum or articles, convert to a public company by lodging with the Registrar —
a copy of a special resolution determining to convert to a public company and specifying an appropriate alteration to its name;
a statement in lieu of prospectus; and
a declaration in the prescribed form verifying that section 61(2)(b) has been complied with,
and thereupon the restrictions and limitations referred to in section 18(1) as included in or deemed to be included in the memorandum or articles of such company shall cease to form part of the memorandum or articles.
(3) On compliance by a company with subsection (1) or (2) and on the issue of a notice of incorporation altered accordingly the company shall be a private company or a public company (as the case requires).
(3A) The company shall, within one month of the issue of the notice of incorporation referred to in subsection (3), lodge with the Registrar in the prescribed form a list of persons holding shares in the company.
(4) A conversion of a company pursuant to subsection (1) or (2) shall not affect the identity of the company or any rights or obligations of the company or render defective any legal proceedings by or against the company, and any legal proceedings that could have been continued or commenced by or against it prior to the conversion may, notwithstanding any change in the company’s name or capacity in consequence of the conversion, be continued or commenced by or against it after the conversion.
(5) Upon the application of the company and payment of the prescribed fee, the Registrar shall issue to the company a certificate, under his hand and seal, confirming the incorporation of the company with the new status.
[Aust., 1961, s. 26]