Section 41. Conversion from public companies to private companies or private companies to public co~

1. A public company having a share capital may convert to a private company by passing a special resolution and shall lodge with the Registrar a notice of conversion and specifying an appropriate alteration to its name.

2. A private company may convert to a public company by a special resolution and shall lodge with the Registrar—

   • a notice for conversion and specifying an appropriate alteration to its name;

   • a statement in lieu of prospectus; and

   • a statutory declaration verifying that paragraph 190(2)(b) has been complied with.

3. Subject to this Act, 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.

4. The conversion shall take effect on the issue of the notice of conversion under paragraph (3)(b).

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 any change in the company’s name or capacity in consequence of the conversion, be continued or commenced by or against the company after the conversion.