Part 7

Re-registration as a means of altering a company's status

Unlimited private company becoming limited

Application and accompanying documents
106
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.
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))