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Company Law Reform Bill [HL]


Company Law Reform Bill [HL]
Part 7 — Re-registration as a means of altering a company’s status

47

 

Unlimited private company becoming limited

105     

Re-registration of unlimited company as limited

(1)   

An unlimited company may be re-registered as a private limited company if—

(a)   

a special resolution that it should be so re-registered is passed,

(b)   

the condition specified below is met, and

5

(c)   

an application for re-registration is delivered to the registrar in

accordance with section 106, 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

10

unlimited.

(3)   

The special resolution must state whether the company is to be limited by

shares or by guarantee.

(4)   

The company must make such changes—

(a)   

in its name, and

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(b)   

in its articles,

   

as are necessary in connection with its becoming a company limited by shares

or, as the case may be, by guarantee.

106     

Application and accompanying documents

(1)   

An application for re-registration as a limited company must contain a

20

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);

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(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

30

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

35

(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.

40

(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.

 
 

Company Law Reform Bill [HL]
Part 7 — Re-registration as a means of altering a company’s status

48

 

107     

Issue of certificate of incorporation on re-registration

(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

5

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

10

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.

Public company becoming private and unlimited

15

108     

Re-registration of public company as private and unlimited

(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,

20

(b)   

the condition specified below is met, and

(c)   

an application for re-registration is delivered to the registrar in

accordance with section 109, together with—

(i)   

the other documents required by that section, and

(ii)   

a statement of compliance.

25

(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

30

(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

35

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”

40

includes—

 
 

Company Law Reform Bill [HL]
Part 7 — Re-registration as a means of altering a company’s status

49

 

(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.

5

109     

Application and accompanying documents

(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—

10

(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

15

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

20

(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

25

that the company is entitled to be re-registered as an unlimited private

company.

110     

Issue of certificate of incorporation on re-registration

(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

30

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.

35

(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-

40

registration have been complied with.

 
 

Company Law Reform Bill [HL]
Part 8 — Members of a company
Chapter 2 — Register of members

50

 

Part 8

Members of a company

Chapter 1

The members of a company

111     

The members of a company

5

(1)   

The subscribers of a company’s memorandum are deemed to have agreed to

become members of the company, and on its registration become members and

must be entered as such in its register of members.

(2)   

Every other person who agrees to become a member of a company, and whose

name is entered in its register of members, is a member of the company.

10

Chapter 2

Register of members

General

112     

Register of members

(1)   

Every company must keep a register of its members.

15

(2)   

There must be entered in the register—

(a)   

the names and addresses of the members,

(b)   

the date on which each person was registered as a member, and

(c)   

the date at which any person ceased to be a member.

(3)   

In the case of a company having a share capital there must be entered in the

20

register, with the names and addresses of the members, a statement of—

(a)   

the shares held by each member, distinguishing each share—

(i)   

by its number (so long as the share has a number), and

(ii)   

where the company has more than one class of issued shares, by

its class,

25

   

and

(b)   

the amount paid or agreed to be considered as paid on the shares of

each member.

(4)   

If the company has converted any of its shares into stock, and given notice of

the conversion to the registrar, the register of members must show the amount

30

and class of stock held by each member instead of the amount of shares and the

particulars relating to shares specified above.

(5)   

In the case of joint holders of shares or stock in a company the company’s

register of members must state the names of each joint holder.

   

In other respects joint holders are regarded for the purposes of this Chapter as

35

a single member (so that the register must show a single address).

(6)   

In the case of a company that does not have a share capital but has more than

one class of members, there must be entered in the register, with the names and

 
 

Company Law Reform Bill [HL]
Part 8 — Members of a company
Chapter 2 — Register of members

51

 

addresses of the members, a statement of the class to which each member

belongs.

(7)   

If a company makes default in complying with this section an offence is

committed by—

(a)   

the company, and

5

(b)   

every officer of the company who is in default.

(8)   

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 in the case

of continued contravention to a daily default fine not exceeding one-tenth of

level 3 on the standard scale.

10

113     

Register to be kept available for inspection

(1)   

A company’s register of members must be kept available for inspection—

(a)   

at its registered office, or

(b)   

at another place in the part of the United Kingdom in which the

company is registered.

15

(2)   

A company must give notice to the registrar of the place where its register of

members is kept available for inspection and of any change in that place.

(3)   

No such notice is required if the register has, at all times since it came into

existence (or, in the case of a register in existence on the relevant date, at all

times since then) been kept available for inspection at the company’s registered

20

office.

(4)   

The relevant date for the purposes of subsection (3) is—

(a)   

1st July 1948 in the case of a company registered in Great Britain, and

(b)   

1st April 1961 in the case of a company registered in Northern Ireland.

(5)   

If a company makes default for 14 days in complying with subsection (2), an

25

offence is committed by—

(a)   

the company, and

(b)   

every officer of the company who is in default.

(6)   

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 in the case

30

of continued contravention to a daily default fine not exceeding one-tenth of

level 3 on the standard scale.

114     

Index of members

(1)   

Every company having more than 50 members must keep an index of the

names of the members of the company, unless the register of members is in

35

such a form as to constitute in itself an index.

(2)   

The company must make any necessary alteration in the index within 14 days

after the date on which any alteration is made in the register of members.

(3)   

The index must contain, in respect of each member, a sufficient indication to

enable the account of that member in the register to be readily found.

40

(4)   

The index must be at all times kept available for inspection at the same place as

the register of members.

 
 

Company Law Reform Bill [HL]
Part 8 — Members of a company
Chapter 2 — Register of members

52

 

(5)   

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.

(6)   

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 in the case

5

of continued contravention to a daily default fine not exceeding one-tenth of

level 3 on the standard scale.

115     

Rights to inspect and require copies

(1)   

The register and the index of members’ names must be open to the

inspection—

10

(a)   

of any member of the company without charge, and

(b)   

of any other person on payment of such fee as may be prescribed.

(2)   

Any person may require a copy of a company’s register of members, or of any

part of it, on payment of such fee as may be prescribed.

(3)   

A person seeking to exercise either of the rights conferred by this section must

15

make a request to the company to that effect.

(4)   

The request must contain the following information—

(a)   

in the case of an individual, his name and address;

(b)   

in the case of an organisation, the name and address of an individual

responsible for making the request on behalf of the organisation;

20

(c)   

the purpose for which the information is to be used; and

(d)   

whether the information will be disclosed to any other person, and if

so—

(i)   

where that person is an individual, his name and address,

(ii)   

where that person is an organisation, the name and address of

25

an individual responsible for receiving the information on its

behalf, and

(iii)   

the purpose for which the information is to be used by that

person.

116     

Register of members: response to request for inspection or copy

30

(1)   

Where a company receives a request under section 115 (register of members:

right to inspect and require copy), it must within five working days either—

(a)   

comply with the request, or

(b)   

apply to the court.

(2)   

If it applies to the court it must notify the person making the request.

35

(3)   

If on an application under this section the court is satisfied that the inspection

or copy is not sought for a proper purpose—

(a)   

it shall direct the company not to comply with the request, and

(b)   

it may further order that the company’s costs (in Scotland, expenses) on

the application be paid in whole or in part by the person who made the

40

request, even if he is not a party to the application.

(4)   

If the court makes such a direction and it appears to the court that the company

is or may be subject to other requests made for a similar purpose (whether

 
 

Company Law Reform Bill [HL]
Part 8 — Members of a company
Chapter 2 — Register of members

53

 

made by the same person or different persons), it may direct that the company

is not to comply with any such request.

   

The order must contain such provision as appears to the court appropriate to

identify the requests to which it applies.

(5)   

If on an application under this section the court does not direct the company

5

not to comply with the request, the company must comply with the request

immediately upon the court giving its decision or, as the case may be, the

proceedings being discontinued.

117     

Register of members: refusal of inspection or default in providing copy

(1)   

If an inspection required under section 115 (register of members: right to

10

inspect and require copy) is refused or default is made in providing a copy

required under that section, otherwise than in accordance with an order of the

court, an offence is committed by—

(a)   

the company, and

(b)   

every officer of the company who is in default.

15

(2)   

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.

(3)   

In the case of any such refusal or default the court may by order compel an

20

immediate inspection or, as the case may be, direct that the copy required be

sent to the person requesting it.

118     

Register of members: offences in connection with request for or disclosure of

information

(1)   

It is an offence for a person knowingly or recklessly to make in a request under

25

section 115 (register of members: right to inspect or require copy) a statement

that is misleading, false or deceptive in a material particular.

(2)   

It is an offence for a person in possession of information obtained by exercise

of either of the rights conferred by that section—

(a)   

to do anything that results in the information being disclosed to

30

another person, or

(b)   

to fail to do anything with the result that the information is disclosed to

another person,

   

knowing or having reason to suspect that person may use the information for

a purpose that is not a proper purpose.

35

(3)   

A person guilty of an offence under this section is liable—

(a)   

on conviction on indictment, to imprisonment for a term not exceeding

two years or a fine (or both);

(b)   

on summary conviction—

(i)   

in England and Wales, to imprisonment for a term not

40

exceeding twelve months or to a fine not exceeding the

statutory maximum (or both);

(ii)   

in Scotland or Northern Ireland, to imprisonment for a term not

exceeding six months, or to a fine not exceeding the statutory

maximum (or both).

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