Corporations Act - Australia

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

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

      (3) ASIC may revoke the company’s licence if:

      (a) the company does anything set out in paragraphs (2)(a) to (e); or

      (b) the company fails to notify ASIC in accordance with subsection (2AA).

      152 Reserving a name

      (1) A person may lodge an application in the prescribed form with ASIC to reserve a name for a company. If the name is available, ASIC must reserve it.

      Note: For available names, see section 147.

      (2) The reservation lasts for 2 months from the date when the application was lodged. An applicant may ask ASIC in writing for an extension of the reservation during a period that the name is reserved, and ASIC may extend the reservation for 2 months.

      (3) ASIC must cancel a reservation if the applicant asks ASIC in writing to do so.

      153 Using a name and ACN on documents

      (1) A company must set out its name on all its public documents and negotiable instruments.

      (2) Subject to sections 154 and 155, if the company’s ACN is not used in its name, the company must also set out with its name, or with 1 of the references to its name, either:

      (a) the expression “Australian Company Number” followed by the company’s ACN; or

      (b) if the last 9 digits of the company’s ABN are the same, and in the same order, as the last 9 digits of its ACN — the words “Australian Business Number” followed by the company’s ABN.

      If the company’s name appears on 2 or more pages of the document or instrument, this must be done on the first of those pages.

      Note 1: If a company has a common seal, its name and ACN or ABN must be set out on the seal (see section 123).

      Note 2: A public company must display its name at its registered office. Every company must display its name at places at which the company carries on business and that are open to the public (see section 144).

      Note 3: Section 149 provides that “ACN” is an acceptable abbreviation of “Australian Company Number”, and that “ABN” is an acceptable abbreviation of “Australian Business Number”.

      Note 4: In any case where the company’s ACN would be used, the company’s ABN may be used instead if section 1344 is satisfied.

      (3) An offence based on subsection (1) or (2) is an offence of strict liability.

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

      154 Exception to requirement to have ACN on receipts

      A company does not have to set out the expression “Australian Company Number” followed by its ACN on a receipt (for example, a cash register receipt) that sets out information recorded in the machine that produced the receipt.

      155 Regulations may exempt from requirement to set out information on documents

      The regulations may exempt a specified company, or a class of companies, from the requirement in subsection 153(2) to set out information on its public documents and negotiable instruments. The exemption may relate to specified documents or instruments, or a class of documents or instruments.

      156 Carrying on business using “Limited”, “No Liability” or “Proprietary” in name

      (1) A person must not carry on business in this jurisdiction under a name or title that:

      (a) has the words “Limited” or “No Liability” (or an abbreviation of those words) at the end; or

      (b) includes the word “Proprietary” (or an abbreviation of it).

      (2) An offence based on subsection (1) is an offence of strict liability.

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

      (3) Subsection (1) does not apply to the extent that the person is allowed or required to carry on business in this jurisdiction under the name or title under a law of the Commonwealth or a law of a State or Territory in this jurisdiction.

      Note: A defendant bears an evidential burden in relation to the matter in subsection (3), see subsection 13.3(3) of the Criminal Code.

      Division 2 — Changing a company’s name

      157 Company changing its name

      (1) If a company wants to change its name, it must:

      (a) pass a special resolution adopting a new name; and

      (b) lodge an application in the prescribed form with ASIC.

      Note: The company may reserve a name before the resolution is passed or the application is lodged (see section 152).

      (2) The company must lodge a copy of the special resolution with ASIC within 14 days after it is passed.

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

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

      (3) If the proposed name is available, ASIC must change the company’s name by altering the details of the company’s registration to reflect the change. The change of name takes effect when ASIC alters the details of the company’s registration.

      Note: For available names, see section 147.

      157A Change of name of company under external administration

      Application by liquidator

      (1) The liquidator of a company that is being wound up may lodge an application with ASIC to change the name of the company if the liquidator is satisfied that the proposed change of name is in the interests of the creditors of the company as a whole.

      (2) Subsection (1) does not apply to a members’ voluntary winding up.

      Application by administrator

      (3) The administrator of a company under administration may lodge an application with ASIC to change the name of the company if the administrator is satisfied that the proposed change of name is in the interests of the creditors of the company as a whole.

      Application by deed administrator

      (4) The administrator of a deed of company arrangement may lodge an application with ASIC to change the name of the company if the administrator is satisfied that the proposed change of name is in the interests of the creditors of the company as a whole.

      Application by managing controller

      (5) If:

      (a) a person is the managing controller of property of a company; and

      (b) the person is entitled to enforce a security interest in the whole, or substantially the whole, of the company’s property;

      the person may lodge an application with ASIC to change the name of the company if the person is satisfied that the proposed change of name is in the interests of the creditors of the company as a whole.

      Application by receiver

      (6) If:

      (a) a person is a receiver of property of a company; and

      (b) the property subject to the receivership consists of, or includes, goodwill in relation to the name of the company;

      the person may lodge

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