Changing a company type

This is Information Sheet 18 (INFO 18). It explains how to change a company type to a more suitable option if your company has significantly changed its activities since it was first registered.

During the life of your company, you may decide to change your company type.

The activities or nature of your company may have altered so much that the existing company type no longer suits you.

Changing company type is a serious step to take so we recommend you seek legal advice if you are considering making such a change.

Kinds of company you can change to

Section 162 of the Corporations Act states that only some kinds of conversion are allowable. The following table is contained in that part of our legislation:

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 s 162(2) for full requirements)
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 issue shares are fully paid up)

What you have to do

1. Pass a special resolution.
2. Lodge Form 205 Notification of resolution and Form 206 Application for change of company type with ASIC.

When the change officially occurs

Under subsection 164(3) of the Corporations Act ASIC is required to publish a notice in the Commonwealth Gazette that states that it intends to alter the details of the company's registration. One month after the notice is published in the Gazette the change to company type takes place.

Special purpose companies

Important notice

Please note that this information sheet is a summary giving you basic information about a particular topic. It does not cover the whole of the relevant law regarding that topic, and it is not a substitute for professional advice. We encourage you to seek your own professional advice to find out how the applicable laws apply to you, as it is your responsibility to determine your obligations.

You should also note that because this information sheet avoids legal language wherever possible, it might include some generalisations about the application of the law. Some provisions of the law referred to have exceptions or important qualifications. In most cases, your particular circumstances must be taken into account when determining how the law applies to you.

Information sheets provide concise guidance on a specific process or compliance issue or an overview of detailed guidance.