C1Part 7Re-registration as a means of altering a company's status
Private limited company becoming unlimited
102Re-registration of private limited company as unlimited
1
A private limited company may be re-registered as an unlimited company 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 103, 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 as limited.
3
The company must make such changes in its name and its articles—
a
as are necessary in connection with its becoming an unlimited company; and
b
if it is to have a share capital, as are necessary in connection with its becoming an unlimited company having a share capital.
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 becoming unlimited; 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—
F2a
a trustee or interim trustee in the sequestration under the Bankruptcy (Scotland) Act 2016 of the estate of a member of the company;
b
a trustee under a protected trustee deed (within the meaning of the Bankruptcy (Scotland) Act F12016) granted by a member of the company.
I1103Application and accompanying documents
1
An application for re-registration as an unlimited 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;
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 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 company.
104Issue of certificate of incorporation on re-registration
1
If on an application for re-registration of a private limited company as an unlimited 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 issued.
4
On the issue of the certificate—
a
the company by virtue of the issue of the certificate becomes an unlimited 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.
Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))