166Effect of change of type

166 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).