Companies Act 2006

Unlimited private company becoming limited U.K.

105 Re-registration of unlimited company as limited U.K.

(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

(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 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

(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 U.K.

(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.

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

(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.

(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

(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 U.K.

(1) A company which on re-registration under section 107 already has allotted 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

[F1 (b) (if different) the last statement of capital sent by the company.]

(3) The statement of capital must state with respect to the company's share capital on re-registration—

(a) the total number of shares of the company,

(b) the aggregate nominal value of those shares,

[F2 (ba) the aggregate amount (if any) unpaid on those shares (whether on account of their nominal value or by way of premium), and]

(c) for each class of shares—

(i) prescribed particulars of the rights attached to the shares,

(ii) the total number of shares of that class, and

(iii) the aggregate nominal value of shares of that class, F3 ...

F3 (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(4) 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.

(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 continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

Textual Amendments

F1 S. 108(2)(b) substituted (30.6.2016) by Small Business, Enterprise and Employment Act 2015 (c. 26), ss. 93(4), 164(1); S.I. 2016/321, reg. 6(b)

F2 S. 108(3)(ba) inserted (30.6.2016) by Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(1), Sch. 6 para. 4(a); S.I. 2016/321, reg. 6(e)

F3 S. 108(3)(d) and word omitted (30.6.2016) by virtue of Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(1), Sch. 6 para. 4(b); S.I. 2016/321, reg. 6(e)

Commencement Information

I1 S. 108 wholly in force at 1.10.2009; s. 108 not in force at Royal Assent, see s. 1300; s. 108 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. 108 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)