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))

Private limited company becoming unlimited U.K.

102 Re-registration of private limited company as unlimited U.K.

(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—

[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. 102(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(2)(a)

F2 Word in s. 102(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(2)(b)