F2Order repealed (prosp.) by Companies Act 2006 (c. 46), ss. 1284(2), 1295, 1300(2), Sch. 16 and the repeal being partly in force, as to which see individual Articles (with savings (with adaptations) by Companies Act 2006 (Commencement No. 6, Saving and Commencement Nos. 3 and 5 (Amendment)) Order 2008 (S.I. 2008/674), arts. 2(3), {4}, Sch. 2) and subject to amendments (6.4.2008) by Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), arts. 2(2), 3(1)(b)(2), Sch. 1 paras. 135, 147, 148 {Sch. 2 Note 1} (with arts. 6, 11, 12) and subject to amendments (6.4.2008) by S.R. 2008/133, {regs. 2, 3}
63.—(1) A public company may be re-registered as a private company if—
(a)a special resolution complying with paragraph (2) that it should be so re-registered is passed and has not been cancelled by the court under Article 64;
(b)an application for the purpose in the prescribed form and signed by a director or the secretary of the company is delivered to the registrar, together with a printed copy of the memorandum and articles of the company as altered by the resolution; and
(c)the period during which an application for the cancellation of the resolution under Article 64 may be made has expired without any such application having been made; or
(d)where such an application has been made, the application has been withdrawn or an order has been made under Article 64(5) confirming the resolution and a copy of that order has been delivered to the registrar.
(2) The special resolution must alter the company's memorandum so that it no longer states that the company is to be a public company and must make such other alterations in the company's memorandum and articles as are requisite in the circumstances.
(3) A company cannot under this Article be re-registered otherwise than as a company limited by shares or by guarantee.
64.—(1) Where a special resolution by a public company to be re-registered under Article 63 as a private company has been passed, an application may be made to the court for the cancellation of that resolution.
(2) The application may be made—
(a)by the holders of not less in the aggregate than 5 per cent. in nominal value of the company's issued share capital or any class thereof;
(b)if the company is not limited by shares, by not less than 5 per cent. of its members; or
(c)by not less than 50 of its members;
but not by a person who has consented to or voted in favour of the resolution.
[F1(2A) For the purposes of paragraph (2)(a), any of the company's issued share capital held as treasury shares must be disregarded.]
(3) The application must be made within 28 days after the passing of the resolution and may be made on behalf of the persons entitled to make the application by such one or more of their number as they may appoint in writing for the purpose.
(4) If such an application is made, the company shall forthwith give notice in the prescribed form of that fact to the registrar.
(5) On the hearing of the application, the court shall make an order either cancelling or confirming the resolution and—
(a)may make that order on such terms and conditions as it thinks fit, and may (if it thinks fit) adjourn the proceedings in order that an arrangement may be made to the satisfaction of the court for the purchase of the interests of dissentient members; and
(b)may give such directions and make such orders as it thinks expedient for facilitating or carrying into effect any such arrangement.
(6) The court's order may, if the court thinks fit, provide for the purchase by the company of the shares of any of its members and for the reduction accordingly of the company's capital, and may make such alterations in the company's memorandum and articles as may be required in consequence of that provision.
(7) The company shall, within 15 days from the making of the court's order, or within such longer period as the court may at any time by order direct, deliver to the registrar an office copy of the order.
(8) If the court's order requires the company not to make any, or any specified, alteration in its memorandum or articles, the company has not then power without the leave of the court to make any such alteration in breach of that requirement.
(9) An alteration in the memorandum or articles made by virtue of an order under this Article, if not made by resolution of the company, is of the same effect as if duly made by resolution; and this Order applies accordingly to the memorandum or articles as so altered.
(10) A company which fails to comply with paragraph (4) or paragraph (7), and any officer of it who is in default, is liable to a fine and, for continued contravention, to a daily default fine.
F1SR 2004/275
65.—(1) If the registrar is satisfied that a company may be re-registered under Article 63, he shall—
(a)retain the application and other documents delivered to him under that Article; and
(b)issue the company with a certificate of incorporation appropriate to a private company.
(2) On the issue of the certificate—
(a)the company by virtue of the issue becomes a private company; and
(b)the alterations in the memorandum and articles set out in the resolution under Article 63 take effect accordingly.
(3) The certificate is conclusive evidence—
(a)that the requirements of Article 63 in respect of re-registration and of matters precedent and incidental to it have been complied with; and
(b)that the company is a private company.