Section 40. Conversion from an unlimited company to a limited company

1. Subject to this section, an unlimited company may convert to a limited company by passing a special resolution and shall lodge with the Registrar a notice for conversion and specifying an appropriate alteration to its name.

2. Upon the lodgement of the notice for conversion, the Registrar shall—

   • make such endorsements in or alterations to the register to record the conversion; and

   • issue to the company a notice of conversion and cancel the previous notice of registration or certificate of incorporation of the company, as the case may be.

3. Upon the issuance of the notice of conversion, the Registrar may notify the company in writing that it is being dispensed from lodging any document that had been lodged at the time of its incorporation as an unlimited company or subsequent to it.

4. The conversion shall take effect on the issue of the notice of conversion under subsection (2) and the constitution, if any, shall thereupon be altered in accordance with the terms of the resolution.

5. A conversion of a company under this section shall not—

   • affect the identity of the company or any rights or obligations of the company; or

   • render defective any legal proceedings by or against the company.

6. Any legal proceedings that could have been continued or commenced by or against the company prior to the conversion may, notwithstanding the conversion, be continued or commenced by or against the company after the conversion.