Company Law Reform Bill [HL] (46-52)

House of Commons

Session 2005 - 06
Internet Publications
Other Bills before Parliament

Company Law Reform Bill [HL] (46-52)

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 7 — Re-registration as a means of altering a company’s status
46

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-
registered,
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
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
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
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—
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
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.
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
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
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

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 7 — Re-registration as a means of altering a company’s status
47

(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
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
which it is issued.
(4)
On the issue of the certificate—
15
(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.
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
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
35
(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.

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 7 — Re-registration as a means of altering a company’s status
48

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
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
company, and
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.

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 7 — Re-registration as a means of altering a company’s status
49

(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
on re-registration—
(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
premium).
15
(4)
If default is made in complying this section, an offence is committed by—
(a)
the company, and
(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
3 on the standard scale.
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-
registered,
(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—
(a)
as limited, or
35
(b)
as unlimited.
(3)
The company must make such changes—
(a)
in its name, and
(b)
in its articles,

as are necessary in connection with its becoming an unlimited private
40
company.
(4)
For the purposes of this section—

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 7 — Re-registration as a means of altering a company’s status
50

(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;
and
(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”
includes—
(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;
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
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, and
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
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 private
company.
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
which it is so issued.
(4)
On the issue of the certificate—

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 8 — A company’s members
Chapter 2 — Register of members
51

(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
Part 8
A company’s members
Chapter 1
The members of a company
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
Chapter 2
Register of members
General
113
Register of members
(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
its class,
30

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
35
and class of stock held by each member instead of the amount of shares and the
particulars relating to shares specified above.

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 8 — A company’s members
Chapter 2 — Register of members
52

(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
belongs.
(7)
If a company makes default in complying with this section an offence is
committed by—
10
(a)
the company, and
(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
company is registered.
(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
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.
30
(5)
If a company makes default for 14 days in complying with subsection (2), 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
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.
115
Index of members
(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.