F2Order repealed (prosp.)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}
59.—(1) Subject as follows, a company which is registered as limited may be re-registered as unlimited in pursuance of an application in that behalf complying with the requirements of this Article.
(2) A company is excluded from re-registering under this Article if it is limited by virtue or re-registration under Article 119 of the Order of 1978 or Article 61 of this Order.
(3) A public company cannot be re-registered under this Article; nor can a company which has previously been re-registered as unlimited.
(4) An application under this Article must be in the prescribed form and be signed by a director or the secretary of the company, and be lodged with the registrar, together with the documents specified in paragraph (8).
(5) The application must set out such alterations in the company's memorandum as—
(a)if it is to have a share capital, are requisite to bring it (in substance and in form) into conformity with the requirements of this Order with respect to the memorandum of a company to be formed as an unlimited company having a share capital; or
(b)if it is not to have a share capital, are requisite in the circumstances.
(6) If articles of association have been registered, the application must set out such alterations in them as—
(a)if the company is to have a share capital, are requisite to bring its articles (in substance and in form) into conformity with the requirements of this Order with respect to the articles of a company to be formed as an unlimited company having a share capital; or
(b)if the company is not to have a share capital, are requisite in the circumstances.
(7) If articles of association have not been registered, the application must have annexed to it, and request the registration of, printed articles; and these must, if the company is to have a share capital, comply with the requirements mentioned in paragraph (6)(a) and, if not, be articles appropriate to the circumstances.
(8) The documents to be lodged with the registrar are—
(a)the prescribed form of assent to the company's being registered as unlimited, subscribed by or on behalf of all the members of the company;
(b)[F1subject to paragraph (8A),] a statutory declaration made by the directors of the company—
(i)that the persons by whom or on whose behalf the form of assent is subscribed constitute the whole membership of the company, and
(ii)that if any of the members have not subscribed that form themselves, that the directors have taken all reasonable steps to satisfy themselves that each person who subscribed it on behalf of a member was lawfully empowered to do so;
(c)a printed copy of the memorandum incorporating the alterations in it set out in the application; and
(d)if articles of association have been registered, a printed copy of them incorporating the alterations set out in the application.
[F1(8A) In place of the lodging of a statutory declaration under sub-paragraph (b) of paragraph (8), there may be delivered to the registrar using electronic communications a statement made by the directors of the company as to the matters set out in heads (i) and (ii) of that sub-paragraph.
(8B) Any person who makes a false statement under paragraph (8A) which he knows to be false or does not believe to be true is liable to imprisonment or a fine, or both.]
(9) For the purposes of this Article—
(a)subscription to a form of assent by the personal representative of a deceased member of a company is deemed a subscription by him; and
(b)the assignees or trustee in bankruptcy of a member of a company is, to the exclusion of that member, deemed a member of the company.
F1SR 2003/3
60.—(1) The registrar shall retain the application and other documents lodged with him under Article 59 and shall—
(a)if articles of association are annexed to the application, register them; and
(b)issue to the company a certificate of incorporation appropriate to the status to be assumed by it by virtue of that Article.
(2) On the issue of the certificate—
(a)the status of the company, by virtue of the issue, is changed from limited to unlimited; and
(b)the alterations in the memorandum set out in the application and (if articles of association have been previously registered) any alterations to the articles so set out take effect as if duly made by resolution of the company; and
(c)the provision of this Order apply accordingly to the memorandum and articles as altered by virtue of Article 59.
(3) The certificate is conclusive evidence that the requirements of Article 59 in respect of re-registration and of matters precedent and incidental to it have been complied with, and that the company was authorised to be re-registered under this Order in pursuance of that Article and was duly so re-registered.