Corporations Act - Australia

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      Company may use available name or ACN

      (1) A company may have as its name:

      (a) an available name; or

      (b) the expression “Australian Company Number” followed by the company’s ACN.

      The name must also include the words required by subsection (2) or (3).

      Limited companies

      (2) A limited public company must have the word “Limited” at the end of its name unless section 150 or 151 applies. A limited proprietary company must have the words “Proprietary Limited” at the end of its name.

      Unlimited proprietary companies

      (3) An unlimited proprietary company must have the word “Proprietary” at the end of its name.

      No liability companies

      (4) A no liability company must have the words “No Liability” at the end of its name.

      Public companies with “Proprietary” included in their name

      (5) A public company must not include the word “Proprietary” (or an abbreviation of it) in its name unless:

      (a) it was a public company before 1 July 1998; and

      (b) the word “Proprietary” (or an abbreviation of it) was included in its name before 1 July 1998.

      (6) An offence based on subsection (2), (3), (4) or (5) is an offence of strict liability.

      Note: For strict liability, see section 6.1 of the Criminal Code.

      149 Acceptable abbreviations

      (1) The abbreviations set out in the following table may be used:

      (a) instead of words that this Act requires to be part of a company’s name or to be included in a document or on a company’s common seal; and

      (b) instead of words that are part of a company’s name; and

      (c) with or without full stops.

      Acceptable abbreviations

      [operative table]

      Word

      Abbreviation

      1

      Company

      Co or Coy

      2

      Proprietary

      Pty

      3

      Limited

      Ltd

      4

      No Liability

      NL

      5

      Australian

      Aust

      6

      Number

      No

      7

      and

      &

      8

      Australian Company Number

      ACN

      9

      Australian Business Number

      ABN

      (2) If a company’s name includes any of these abbreviations, the word corresponding to the abbreviation may be used instead.

      150 Exception to requirement for using “Limited” in name

      Name

      (1) A company is not required to have the word “Limited” at the end of its name if:

      (a) the company is registered under the Australian Charities and Not‑for‑profits Commission Act 2012 as the type of entity mentioned in column 1 of item 1 of the table in subsection 25‑5(5) of that Act (charity); and

      (b) the company’s constitution:

      (i) prohibits the company paying fees to its directors; and

      (ii) requires the directors to approve all other payments the company makes to directors.

      (2) A company that, in accordance with subsection (1), does not have “Limited” at the end of its name must notify ASIC as soon as practicable if:

      (a) the company ceases to be registered as mentioned in paragraph (1)(a); or

      (b) any of the prohibitions or requirements mentioned in paragraph (1)(b) are not complied with or the company’s constitution is modified to remove any of those prohibitions or requirements.

      (3) An offence based on subsection (2) is an offence of strict liability.

      Note: For strict liability, see section 6.1 of the Criminal Code.

      (4) Paragraph 157(1)(a) (company must pass special resolution to change name) does not apply to a change of the name of a company to omit the word “Limited” in accordance with this section.

      Name may be stated without “Limited”

      (5) If a company:

      (a) has the word “Limited” at the end of its name; but

      (b) under subsection (1), is not required to do so;

      the word “Limited” may be omitted anywhere that the name of the company is required to be used (including on the company’s common seal).

      151 Exception to requirement for using “Limited” in name — pre‑existing licences

      (1) A licence that:

      (a) allowed a company to omit “Limited” from its name; and

      (b) was in force immediately before 1 July 1998; and

      (c) was in force immediately before the commencement of this section;

      continues in force subject to subsection (3).

      (2) The company must notify ASIC as soon as practicable if it:

      (a) breaches a condition of the licence; or

      (b) pursues objects or purposes that would have prevented it being granted the licence; or

      (c) applies its profits or other income to promote objects or purposes that would have prevented it being granted the licence; or

      (d) pays a dividend to its members; or

      (e) modifies its constitution to allow it to do anything set out in paragraphs (a) to (d).

      (2AA) If:

      (a) a company holds a licence that is in force under this section; and

      (b) either the licence or the company’s constitution requires a modification to the constitution to have previously been submitted to, and approved by:

      (i) the Minister; or

      (ii) another Minister of the Commonwealth, a State or a Territory; or

      (iii) an officer, instrumentality or agency of the Commonwealth, a State or a Territory;

      then the licence or constitution (as the case

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