ASIC Form 206 Sets Lodgement Requirements for Changes of Australian Company Type

Key Takeaways

• ASIC's Form 206 is the mandatory application for changing a company's type under sections 162-167AA of the Corporations Act 2001, such as converting between proprietary, public, unlimited, no liability, and guarantee structures.
• Each conversion path carries its own signature, attachment, and special resolution requirements.
• Compliance teams should verify the correct pathway before lodging to avoid rejected or delayed applications.

Deep Dive

ASIC's Form 206 is the mandatory application for changing a company's type under sections 162-167AA of the Corporations Act 2001, such as converting between proprietary, public, unlimited, no liability, and guarantee structures. Each conversion path carries its own signature, attachment, and special resolution requirements. Compliance teams should verify the correct pathway before lodging to avoid rejected or delayed applications.

Form 206 governs every conversion pathway. A proprietary company limited by shares can become an unlimited proprietary, unlimited public, or public company limited by shares. A public company can become unlimited or proprietary, or, for mining companies, a no liability company. Companies limited by guarantee, by both shares and guarantee, and unlimited or no liability companies each have their own permitted conversions. The main form must be signed by a current director or company secretary, who certifies that it is true and complete. A Form 205 (Notification of resolution) must accompany it, notifying a special resolution that specifies the new company type. Where relevant, the resolution must also change the company name (adding or removing "Proprietary," "Pty," "Limited," or "Ltd"), amend the constitution, and adopt replaceable rules.

Attachments apply by pathway:
- Written assent from every member, for conversions to an unlimited company. An officeholder must declare that the signatories are the whole membership and that any agents were lawfully empowered.
- A statement of information (member numbers, guaranteed amounts, total assets and liabilities) and a declaration signed by all directors that creditors will not be materially prejudiced. It applies to guarantee-related conversions.
- Share issue details and consents from non-member allottees. Proprietary company conversions must also list the top 20 members per share class (s178B). Where shares were issued for non-cash consideration, a Form 207Z and, for public companies, a Form 208 or a copy of the contract may be required.
- The share structure and top-20 member details for public-to-proprietary conversions.
- A mining company declaration for conversion to a no liability company. It confirms that the sole objects are mining purposes, that the company has no contractual right to recover calls, and that all listed shares are fully paid.

There is no lodgement period ("as required") and no lodgement fee. Unlimited companies converting back to limited status must watch the restriction that applies if the company became unlimited within the last 3 years. Recommended actions:
- Map the intended conversion to the correct form section and attachments before lodging.
- Prepare and pass the special resolution, and lodge Form 205 together with Form 206.
- Collect all member assents, director signatures, and allottee consents, and retain the consents.
- Verify the share register and top-20 member data.
- Confirm stamp duty and Form 207Z/208 obligations.
- Update the constitution, the company name on public documents, and internal records after the conversion.

Risk implications are mainly operational and legal. Incomplete assents, missing director signatures, or inaccurate certifications can delay or invalidate the conversion. Because the form image becomes part of the public register, errors are visible publicly. Inaccurate declarations can also create director liability. Conversions change members' liability, disclosure, and governance obligations, so they should be assessed for impact on creditors, financing covenants, and contractual counterparties.

Source: Australian Securities and Investments Commission