Venture Pty Ltd, which uses the Replaceable Rules for its Constitution, is a small proprietary company originally. As it is growing fast, the shareholders are all on the Board and they all have a number of complicated transactions with the company. Many of them are suppliers to the Company and most of them have loans or finance of some sort with the Company. The business is growing so fast that the original type and structure of the company may hinder the further development of the company’s business. So the existing shareholders want to expand and to do this they want to "float" the business as a Public listed company.
This report will discuss the process for Venture of changing the company type from a proprietary company to a public company and also make an investigation into the steps for it to becoming a publically listing company. What’s more, the discussion also focus on any constitutional matters that need to be dealt with when listing, any corporate governance practices that need to be adopted when becoming listed company, any main listing requirements provided in the ASX Listing Rules and Corporations Act with which need to be comply, and any disclosure obligations for Venture when involving in IPO and after becoming a publicly listing company.
ASX：The ASX operates a market for equity and debt securities issued by listed companies. To protect the integrity of that market, ASX has standards for the behavior of listed companies through its Listing Rules. The Issuers business unit makes day-to-day decisions about the application of the ASX Listing Rules. Guidance notes are also published to assist listed companies and their advisers to understand how certain listing rules and procedures operate.
1 The process of changing the Company and getting listed
The g shareholders of Venture Pty Ltd seek to change Venture to a public listed company for reasons, the principal one usually being to enable it to undertake public capital-raising to expand its business. The steps and processes for Venture Pty Ltd to change from a “proprietary” to “public” company involve the followings steps which are Board Meeting, EGM Documents, Timing, Extraordinary General Meeting, Change of Type and ASIC. And after becoming a public company, the shareholders of Venture want to have the company get listed on ASX to become a publicly listed company in Australia.
A, The process of changing the company
1. Board Meeting
Board meetings are held so members of a board of directors can make decisions regarding the direction of a company. Often board meetings must be held publicly, though frequently only the board members attend. Board members vote on decisions regarding the company and there normally must be a quorum in order for the meeting to be considered legal. A quorum, unless otherwise defined by the board represents at least half of the board members. During board meetings, the secretary records all discussion and actions taken by the board, called the minutes. The secretary will then type up the minutes, which usually must be filed and kept in case there is any government investigation of the board at a later date. Minutes also may need to be presented to the public should there be a request for such from the public.
The Board also needs to decide whether a new Constitution is necessary. Often a new “public company” specific Constitution is appropriate although the existing Replaceable Rules used as Constitution of the Venture will usually suffice (subject to any Corporations Act provisions for public companies then over-riding any conflicting articles of the Constitution).
2. EGM Documents
Including the EGM Notice, Explanatory Memorandum, Proxy Form and Letter to Shareholders are finalized, printed and dispatched. If a new Constitution is proposed shareholders would usually be advised in the EM or Letter that it is available in need (by hard copy or by...