C1Part 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—
F2a
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 F12016) granted by a member of the company.
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))