Office of Public Sector Information
PART 7 continued
(1) An application for re-registration as a limited company must contain a statement of the company’s proposed name on re-registration.
(2) The application must be accompanied by—
(a) a copy of the resolution that the company should re-register as a private limited company (unless a copy has already been forwarded to the registrar under Chapter 3 of Part 3);
(b) if the company is to be limited by guarantee, a statement of guarantee;
(c) a copy of the company’s articles as proposed to be amended.
(3) The statement of guarantee required to be delivered in the case of a company that is to be limited by guarantee must state that each member undertakes that, if the company is wound up while he is a member, or within one year after he ceases to be a member, he will contribute to the assets of the company such amount as may be required for—
(a) payment of the debts and liabilities of the company contracted before he ceases to be a member,
(b) payment of the costs, charges and expenses of winding up, and
(c) adjustment of the rights of the contributories among themselves,
not exceeding a specified amount.
(4) The statement of compliance required to be delivered together with the application is a statement that the requirements of this Part as to re-registration as a limited company have been complied with.
(5) The registrar may accept the statement of compliance as sufficient evidence that the company is entitled to be re-registered as a limited company.
(1) If on an application for re-registration of an unlimited company as a limited company the registrar is satisfied that the company is entitled to be so re-registered, the company shall be re-registered accordingly.
(2) The registrar must issue a certificate of incorporation altered to meet the circumstances of the case.
(3) The certificate must state that it is issued on re-registration and the date on which it is so issued.
(4) On the issue of the certificate—
(a) the company by virtue of the issue of the certificate becomes a limited company, and
(b) the changes in the company’s name and articles take effect.
(5) The certificate is conclusive evidence that the requirements of this Act as to re-registration have been complied with.
(1) A company which on re-registration under section 107 already has allotted share capital must within 15 days after the re-registration deliver a statement of capital to the registrar.
(2) This does not apply if the information which would be included in the statement has already been sent to the registrar in—
(a) a statement of capital and initial shareholdings (see section 10), or
(b) a statement of capital contained in an annual return (see section 856(2)).
(3) The statement of capital must state with respect to the company’s share capital on re-registration—
(a) the total number of shares of the company,
(b) the aggregate nominal value of those shares,
(c) for each class of shares—
(i) prescribed particulars of the rights attached to the shares,
(ii) the total number of shares of that class, and
(iii) the aggregate nominal value of shares of that class, and
(d) the amount paid up and the amount (if any) unpaid on each share (whether on account of the nominal value of the share or by way of premium).
(4) If default is made in complying with this section, an offence is committed by—
(a) the company, and
(b) every officer of the company who is in default.
(5) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.
(1) A public company limited by shares may be re-registered as an unlimited private company with a share capital if—
(a) all the members of the company have assented to its being so re-registered,
(b) the condition specified below is met, and
(c) an application for re-registration is delivered to the registrar in accordance with section 110, together with—
(i) the other documents required by that section, and
(ii) a statement of compliance.
(2) The condition is that the company has not previously been re-registered—
(a) as limited, or
(b) as unlimited.
(3) The company must make such changes—
(a) in its name, and
(b) in its articles,
as are necessary in connection with its becoming an unlimited private company.
(4) For the purposes of this section—
(a) a trustee in bankruptcy of a member of the company is entitled, to the exclusion of the member, to assent to the company’s re-registration; and
(b) the personal representative of a deceased member of the company may assent on behalf of the deceased.
(5) In subsection (4)(a), “a trustee in bankruptcy of a member of the company” includes—
(a) a permanent trustee or an interim trustee (within the meaning of the Bankruptcy (Scotland) Act 1985 (c. 66)) on the sequestrated estate of a member of the company;
(b) a trustee under a protected trustee deed (within the meaning of the Bankruptcy (Scotland) Act 1985) granted by a member of the company.
(1) An application for re-registration of a public company as an unlimited private company must contain a statement of the company’s proposed name on re-registration.
(2) The application must be accompanied by—
(a) the prescribed form of assent to the company’s being registered as an unlimited company, authenticated by or on behalf of all the members of the company, and
(b) a copy of the company’s articles as proposed to be amended.
(3) The statement of compliance required to be delivered together with the application is a statement that the requirements of this Part as to re-registration as an unlimited private company have been complied with.
(4) The statement must contain a statement by the directors of the company—
(a) that the persons by whom or on whose behalf the form of assent is authenticated constitute the whole membership of the company, and
(b) if any of the members have not authenticated that form themselves, that the directors have taken all reasonable steps to satisfy themselves that each person who authenticated it on behalf of a member was lawfully empowered to do so.
(5) The registrar may accept the statement of compliance as sufficient evidence that the company is entitled to be re-registered as an unlimited private company.
(1) If on an application for re-registration of a public company as an unlimited private company the registrar is satisfied that the company is entitled to be so re-registered, the company shall be re-registered accordingly.
(2) The registrar must issue a certificate of incorporation altered to meet the circumstances of the case.
(3) The certificate must state that it is issued on re-registration and the date on which it is so issued.
(4) On the issue of the certificate—
(a) the company by virtue of the issue of the certificate becomes an unlimited private company, and
(b) the changes in the company’s name and articles take effect.
(5) The certificate is conclusive evidence that the requirements of this Act as to re-registration have been complied with.
Companies Act 2006