Corporations Act. Australia
change of name is in the interests of the creditors of the company as a whole.
Change of name
(7) If:
(a) an application is lodged under subsection (1), (3), (4), (5) or (6); and
(b) the proposed name is available;
ASIC must change the company’s name by altering the details of the company’s registration to reflect the change. The change of name takes effect when ASIC alters the details of the company’s registration.
Note: For available names, see section 147.
158 ASIC’s power to direct company to change its name
(1) ASIC may direct a company in writing to change its name within 2 months if:
(a) the name should not have been registered; or
(b) the company has breached a condition under subsection 147(3) on the availability of the name; or
(c) a consent given under subsection 147(4) to use or assume the name has been withdrawn; or
(d) the company has breached a condition on a consent given under subsection 147(4); or
(e) the company ceases to be permitted to use or assume the name (as referred to in paragraph 147(4)(b)).
(2) The company must comply with the direction within 2 months after being given it by doing everything necessary to change its name under section 157.
(2A) An offence based on subsection (2) is an offence of strict liability.
Note: For strict liability, see section 6.1 of the Criminal Code.
(3) If the company does not comply with subsection (2), ASIC may change the company’s name to its ACN and any other words that section 148 requires, by altering the details of the company’s registration to reflect the change.
(4) A change of name under subsection (3) takes effect when ASIC alters the details of the company’s registration.
159 ASIC’s power to include “Limited” in company’s name
(1) ASIC may change a company’s name so that it includes the word “Limited” by altering the details of the company’s registration to reflect the change if:
(a) the company contravenes any of the requirements or prohibitions in its constitution referred to in subsection 150(1); or
(b) the company modifies its constitution to remove any of those requirements or prohibitions; or
(c) ASIC revokes a licence referred to in section 151 that applies to the company.
(2) The change of name takes effect when ASIC alters the details of the company’s registration.
160 ASIC must issue new certificate if company’s name changes
If ASIC changes a company’s name, it must give the company a new certificate of registration. The company’s new name is the name specified in the certificate of registration issued under this section.
Note: For the evidentiary value of a certificate of registration, see subsection 1274(7A).
161 Effect of name change
(1) A change of company name does not:
(a) create a new legal entity; or
(b) affect the company’s existing property, rights or obligations; or
(c) render defective any legal proceedings by or against the company.
(2) Any legal proceedings that could have been continued or begun by or against the company in its former name may be continued or begun by or against it in its new name.
161A Company under external administration — former name to be used on documents
(1) This section applies to a company if:
(a) any of the following conditions is satisfied:
(i) the company is being wound up;
(ii) the company is under administration;
(iii) the company has executed a deed of company arrangement that has not yet terminated;
(iv) there is a managing controller of property of the company;
(v) there is a receiver of property of the company; and
(b) any of the following conditions is satisfied:
(i) a change of the company’s name takes effect;
(ii) in the case of a company that is being wound up — a change of the company’s name took effect during the 6‑month period ending immediately before the relevant date;
(iii) in the case of a company under administration — a change of the company’s name took effect during the 6‑month period ending immediately before the administration began;
(iv) in the case of a company that has executed a deed of company arrangement — a change of the company’s name took effect during the 6‑month period ending immediately before the beginning of the administration that ended when the deed was executed;
(v) in the case of a company where there is a managing controller — a change in the company’s name took effect during the 6‑month period ending immediately before the appointment of the managing controller;
(vi) in the case of a company where there is a receiver — a change in the company’s name took effect during the 6‑month period ending immediately before the appointment of the receiver.
(2) If subparagraph (1)(b)(i), (ii), (iii), (v) or (vi) applies, the company must set out its former name on all its public documents and negotiable instruments.
(3) If subparagraph (1)(b)(iv) applies, then, except with the leave of the Court, the company must set out its former name on all its public documents and negotiable instruments.
(4) An offence based on subsection (2) or (3) is an offence of strict liability.
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