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.