Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 170

170. (1) Where, on application by the Commission with respect to a proprietary
company or by a member or creditor of a proprietary company, the Court is
satisfied that default has been made in relation to the company in complying
with a prohibition of a kind specified in paragraph 116 (c) or (d) that is
included, or is deemed to be included, in the company's constitution, the
Court may, by order, determine that, on such date as the Court specifies in
its order, the company ceased to be a proprietary company.

(2) Where:

   (a)  default has been made in relation to a proprietary company in
        complying with a limitation of a kind specified in paragraph 116 (b)
        that is included, or is deemed to be included, in the company's
        constitution;

   (b)  a proprietary company has been convicted of an offence under
        subsection (7) of this section;

   (c)  a proprietary company purports to alter its constitution in such a way
        that the constitution would no longer include proprietary company
        provisions; or (d) a proprietary company has ceased to have a share
        capital; the Commission may, by notice in writing served on the
        company, determine that, on such date as is specified in the notice,
        the company ceased to be a proprietary company.

(3) Where, under this section, the Court or the Commission determines that a
company has ceased to be a proprietary company:

   (a)  the company is a public company and shall be deemed to have been a
        public company on and from the date specified in the order or notice;

   (b)  the company shall, on the date so specified, be deemed to have changed
its name by the omission from the name of the word "Proprietary" or the
abbreviation "Pty.", as the case requires; and

   (c)  if an order has been made under subsection (1)-the company shall,
        within 14 days after the date of the order, lodge an office copy of
        the order.

(4) Where the Court is satisfied that a default or alteration referred to in
subsection (1) or (2) has occurred but that it was accidental or due to
inadvertence or to some other sufficient cause or that on other grounds it is
just and reasonable to grant relief, the Court may, on such terms and
conditions as to the Court seem just and expedient, determine that the company
has not ceased to be a proprietary company.

(5) A company that, by virtue of a determination made under this section, has
become a public company shall not convert to a proprietary company without the
leave of the Court.

(6) Where a subscription for shares in or debentures of, or a deposit of money
with, a proprietary company is arranged by or through a solicitor, broker,
agent or any other person (whether an officer of the company or not) who
invites the public to make use of his, her or its services in arranging
investments or holds himself, herself or itself out to the public as being in
a position to arrange investments, the company and any person, including any
officer of the company, who is a party to the arrangement each contravene this
subsection.

(7) Where default is made in relation to a proprietary company in complying
with any of the proprietary company provisions that are included, or deemed to
be included, in the company's constitution, the company contravenes this
subsection.

(8) An act or transaction is not invalid merely because of contravention of
either or both of subsections (6) and (7).