Part 7Re-registration as a means of altering a company's status
Private limited company becoming unlimited
102Re-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,
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.
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
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 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—
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.
I1103Application 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 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 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 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 company.
104Issue 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.
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—
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.