How to Change a Private Company to a Publicly Listed Company

With the rapid growth of Venture's business, the shareholders of my company believe that the company should raise public capital for further expanding company's business through changing its company type to publicly listed company. At the same time, getting list also can attract more investors to enable company continuous and healthy development in the future. Therefore, in this report, I will concentrate on legal procedures and their relevant issues in relation to the modification of company type and public listing.

The process of changing the company type and getting listed

1. According to of Corporations Act 2001, the process to change from a proprietary to public company involves the following steps: Passing a special resolution of changing company type;

Lodging an application with ASIC.

For our company, we need the following process:

a) Holding a general meeting.

The members need to meet to discuss and minute the reasons for the proposed change, to formally resolve a change to public company type. They also need to decide whether a new Constitution is necessary. Ordinarily, it needs at least 75% of the votes cast by members entitled to vote on a special resolution must be in favour of the resolution for it to be passed. In addition, for a proprietary company with more than 1 member can pass a resolution by circulating a document and having all the members entitled to vote sign a statement on the document that they are in favour of the resolution. The resolution is passed when the last member signs (i.e. 100% of members entitled to vote agree). However, circulating resolution is not applicable to change constitution.

b) Lodging an application with ASIC

Forms 205 & 206 are lodged with ASIC after the GM and accompanied with a copy of the special resolution that resolves to change the type of the company, specifies the new type and the company's new name; and any other special resolution passed in connection with the change of type. In addition, a consolidated copy of the company's constitution (if any) as at the date of lodgment and a copy of each document (including an agreement or consent) or resolution that is necessary to ascertain the rights attached to issued or unissued shares of the company.

c) Follows the "gazettal period".

After the one month of publication of the Company's intention to change type in the Commonwealth Government Gazette, if there have been no objections, ASIC will issue a new Certificate of Registration on Conversion to a Public Company. This is the date the change takes effect.

2. The procedure of getting list

For a successful Initial Public Offerings (IPO), the following procedures are compatible with the listing process guide made by the ASX.

1) Appointing Advisers

It is critical to appoint professional advisers who will understand company current business and where we want to take it in achieving a successful listing. We can appoint either our existing accountants/advisers and solicitors who may possess the necessary skills and expertise to advise on the IPO process or additional suitable advisers. These key advisers maybe include that stockbrokers, investment banks, underwriters, communications and Investor Relations consultants, accountants, share registries and lawyers. They can help with a wide range of issues including legal, financial, accounting, valuation, prospectus preparation, due diligence, underwriting and marketing of the IPO. We need prepare a key profile of company's current business together with a summary of its financial position before we approach potential advisers.

2) Talk to ASX

There are usually numerous regulatory, structural and organisation constitutional issues that we need to be aware of prior to listing. We need to meet with ASX to discuss specific circumstances of our company.

3) Preparation of Prospectus and Due Diligence

In order to enable investors to make an informed decision about whether to invest, we need prepare a prospectus which contain all the information such as the background, financial status and management structure of the organisation, details of the offer and the rights attaching to the shares, financial information, summary of material contracts, statement of the proposed application of the funds, expert reports and so on. In additional, for insuring all parties concerned to satisfy themselves of their legal responsibilities, the structure of the transaction, and the content of the prospectus, it is necessary to