Companies Act 2006 (c. 46)

Part 7 U.K. Re-registration as a means of altering a company's status

Modifications etc. (not altering text)

C1 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))

Public company becoming private and unlimited U.K.

109 Re-registration of public company as private and unlimited U.K.

(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,

(b) the condition specified below is met, and

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

(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 company.

(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; 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—

[F1 (a) 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 [F2 2016]) granted by a member of the company.

Textual Amendments

F1 S. 109(5)(a) substituted (30.11.2016) by The Bankruptcy (Scotland) Act 2016 (Consequential Provisions and Modifications) Order 2016 (S.I. 2016/1034), art. 1, Sch. 1 para. 29(3)(a)

F2 Word in s. 109(5)(b) substituted (30.11.2016) by The Bankruptcy (Scotland) Act 2016 (Consequential Provisions and Modifications) Order 2016 (S.I. 2016/1034), art. 1, Sch. 1 para. 29(3)(b)

110 Application and accompanying documents U.K.

(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—

(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 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

(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 private company.

Commencement Information

I1 S. 110 wholly in force at 1.10.2009; s. 110 not in force at Royal Assent, see s. 1300; s. 110 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 110 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(g) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

111 Issue of certificate of incorporation on re-registration U.K.

(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.

(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 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.