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.