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Private limited company becoming unlimited |
| |
102 | Re-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- |
| |
| 5 |
(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. |
| 10 |
(2) | The condition is that the company has not previously been re-registered as |
| |
| |
(3) | The company must make such changes in its name and its articles— |
| |
(a) | as are necessary in connection with its becoming an unlimited |
| |
| 15 |
(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 |
| 20 |
| |
(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” |
| |
| 25 |
(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 |
| |
| |
(b) | a trustee under a protected trustee deed (within the meaning of the |
| |
Bankruptcy (Scotland) Act 1985) granted by a member of the company. |
| 30 |
103 | Application 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 |
| 35 |
unlimited company, authenticated by or on behalf of all the members |
| |
| |
(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 |
| 40 |
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 |
| |
| |
(5) | The registrar may accept the statement of compliance as sufficient evidence |
| 5 |
that the company is entitled to be re-registered as an unlimited company. |
| |
104 | Issue 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. |
| 10 |
(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 |
| |
| |
(4) | On the issue of the certificate— |
| 15 |
(a) | the company by virtue of the issue of the certificate becomes an |
| |
| |
(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. |
| 20 |
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 |
| 25 |
(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 |
| 30 |
| |
(3) | The special resolution must state whether the company is to be limited by |
| |
| |
(4) | The company must make such changes— |
| |
| 35 |
| |
| 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 |
| |
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 |
| 5 |
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 |
| 10 |
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 |
| 15 |
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 |
| 20 |
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. |
| |
107 | Issue of certificate of incorporation on re-registration |
| 25 |
(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 |
| |
circumstances of the case. |
| 30 |
(3) | The certificate must state that it is issued on re-registration and the date on |
| |
| |
(4) | On the issue of the certificate— |
| |
(a) | the company by virtue of the issue of the certificate becomes a limited |
| |
| 35 |
(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. |
| |
108 | Statement of capital required where company already has share capital |
| |
(1) | A company which on re-registration under section 107 already has allotted |
| 40 |
share capital must within 15 days after the re-registration deliver a statement |
| |
of capital to the registrar. |
| |
|
| |
|
| |
|
(2) | This does not apply if the information which would be included in the |
| |
statement has already been sent to the registrar in— |
| |
(a) | a statement of capital and initial shareholdings (see section 10), or |
| |
(b) | a statement of capital contained in an annual return (see section 638(2)). |
| |
(3) | The statement of capital must state with respect to the company’s share capital |
| 5 |
| |
(a) | the total number of shares of the company, |
| |
(b) | the aggregate nominal value of those shares, |
| |
(c) | for each class of shares— |
| |
(i) | prescribed particulars of the rights attached to the shares, |
| 10 |
(ii) | the total number of shares of that class, and |
| |
(iii) | the aggregate nominal value of shares of that class, and |
| |
(d) | the amount paid up and the amount (if any) unpaid on each share |
| |
(whether on account of the nominal value of the share or by way of |
| |
| 15 |
(4) | If default is made in complying this section, an offence is committed by— |
| |
| |
(b) | every officer of the company who is in default. |
| |
(5) | 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 |
| 20 |
continued contravention, a daily default fine not exceeding one-tenth of level |
| |
| |
Public company becoming private and unlimited |
| |
109 | Re-registration of public company as private and unlimited |
| |
(1) | A public company limited by shares may be re-registered as an unlimited |
| 25 |
private company with a share capital if— |
| |
(a) | all the members of the company have assented to its being so re- |
| |
| |
(b) | the condition specified below is met, and |
| |
(c) | an application for re-registration is delivered to the registrar in |
| 30 |
accordance with section 110, 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— |
| |
| 35 |
| |
(3) | The company must make such changes— |
| |
| |
| |
| as are necessary in connection with its becoming an unlimited private |
| 40 |
| |
(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 re-registration; |
| |
| |
(b) | the personal representative of a deceased member of the company may |
| |
assent on behalf of the deceased. |
| 5 |
(5) | In subsection (4)(a), “a trustee in bankruptcy of a member of the company” |
| |
| |
(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 |
| |
| 10 |
(b) | a trustee under a protected trustee deed (within the meaning of the |
| |
Bankruptcy (Scotland) Act 1985) granted by a member of the company. |
| |
110 | 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- |
| 15 |
| |
(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 |
| |
| 20 |
(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 private company have been complied with. |
| |
(4) | The statement must contain a statement by the directors of the company— |
| 25 |
(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 |
| 30 |
| |
(5) | The registrar may accept the statement of compliance as sufficient evidence |
| |
that the company is entitled to be re-registered as an unlimited private |
| |
| |
111 | Issue of certificate of incorporation on re-registration |
| 35 |
(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 |
| |
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. |
| 40 |
(3) | The certificate must state that it is issued on re-registration and the date on |
| |
| |
(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- |
| |
registration have been complied with. |
| 5 |
| |
| |
| |
| |
112 | The members of a company |
| 10 |
(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. |
| 15 |
| |
| |
| |
| |
(1) | Every company must keep a register of its members. |
| 20 |
(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 |
| 25 |
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 |
| |
| 30 |
| |
(b) | the amount paid or agreed to be considered as paid on the shares of |
| |
| |
(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 |
| 35 |
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 |
| |
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 |
| 5 |
one class of members, there must be entered in the register, with the names and |
| |
addresses of the members, a statement of the class to which each member |
| |
| |
(7) | If a company makes default in complying with this section an offence is |
| |
| 10 |
| |
(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 |
| 15 |
level 3 on the standard scale. |
| |
114 | 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 |
| 20 |
| |
(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 |
| 25 |
times since then) been kept available for inspection at the company’s registered |
| |
| |
(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. |
| 30 |
(5) | If a company makes default for 14 days in complying with subsection (2), an |
| |
| |
| |
(b) | every officer of the company who is in default. |
| |
(6) | A person guilty of an offence under this section is liable on summary |
| 35 |
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. |
| |
| |
(1) | Every company having more than 50 members must keep an index of the |
| 40 |
names of the members of the company, unless the register of members is in |
| |
such a form as to constitute in itself an index. |
| |
|
| |
|