Commonwealth Numbered Acts

COMPANIES ACT 1981 No. 89 of 1981 - SECT 70

70. (1) A public company having a share capital (other than a no liability
company) may convert to a proprietary company by lodging with the Commission a
copy of a special resolution-

   (a)  determining to convert to a proprietary company and specifying an
        appropriate alteration to its name; and

   (b)  altering the provisions of its memorandum or articles so far as is
        necessary to impose the restrictions, limitations and prohibitions
        referred to in sub-section 34 (1).

(2) A proprietary company may, subject to anything contained in its memorandum
or articles, convert to a public company by lodging with the Commission a copy
of a special resolution determining to convert to a public company and
specifying an appropriate alteration to its name, and thereupon the
restrictions, limitations and prohibitions referred to in sub-section 34 (1)
as included in or deemed to be included in the memorandum or articles of the
company cease to form part of the memorandum or articles.

(3) On compliance by a company with the provisions of sub-section (1) or (2)
and on the issue of a certificate of incorporation of the company altered
accordingly, the company is a proprietary company or a public company, as the
case requires.

(4) With such modifications as are necessary, sub-sections 73 (6) to (13),
inclusive, apply in respect of the proposal, passing and lodging, and the
cancellation or confirmation by the Court, of a special resolution relating to
the conversion of a company pursuant to sub-section (1) or (2) of this section
as if it were a special resolution under section 73.

(5) A conversion of a company pursuant to sub-section (1) or (2) does not
operate-

   (a)  to create a new legal entity;

   (b)  to prejudice or affect the identity of the body corporate constituted
        by the company or its continuity as a body corporate;

   (c)  to affect the property, or the rights or obligations, of the company;
        or

   (d)  to render defective any legal proceedings by or against the company,
        and any legal proceedings that could have been continued or commenced
        by or against the company before the conversion may, notwithstanding
        the conversion, be continued or commenced by or against it after the
        conversion.