C1Part 7Re-registration as a means of altering a company's status

Annotations:
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))

Public company becoming private and unlimited

109Re-registration of public company as private and unlimited

1

A public company limited by shares may be re-registered as an unlimited private company with a share capital 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 110, 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—

a

as limited, or

b

as unlimited.

3

The company must make such changes—

a

in its name, and

b

in its articles,

as are necessary in connection with its becoming an unlimited private company.

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 re-registration; 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—

F1a

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 F22016) granted by a member of the company.