The sections, word for word
Every section on this subject, exactly as printed in the Official Gazette (Act No. 3 of 2020). The explanation follows beneath.
Section 55. Alteration of status by re-registration
A company may by re-registration under this Part alter its status from—
(a) a private company to a public company ;
(b) a public company to a private company ;
(c) a private limited company to an unlimited company ;
(d) an unlimited company to a limited company ; or
(e) a public limited company to an unlimited company.
Section 56. Re-registration of private company as public
(1) A private company (whether limited or unlimited) may be re-registered as a public company limited by shares if—
(a) a special resolution that it should be so re-registered is passed ;
(b) the conditions specified under subsection (2) are met, and
(c) an application for re-registration is delivered to the Commission in accordance with section 60, together with—
(i) the other documents required by that section, and
(ii) a statement of compliance.
(2) The conditions are—
(a) that the company has a share capital ;
(b) that the requirements of section 57 are met as regards its share capital ;
(c) that the requirements of section 58 are met as regards its net assets ;
(d) if section 59 applies, that the requirements of that section are met ; and
(e) that the company has not previously been re-registered as an unlimited company.
(3) The company shall make such changes to its name and articles, as are necessary in connection with its becoming a public company.
(4) If the company is unlimited it shall also make such changes in its articles as are necessary in connection with its becoming a company limited by shares.
Section 57. Requirements as to share capital
(1) The following requirements shall be met at the time the special resolution is passed that the company should be re-registered as a public company—
(a) the nominal value of the company’s allotted share capital shall be not less than the minimum specified in section 27 (2) ;
(b) the company’s allotted shares shall be paid up at least one-quarter of the nominal value of that share and the whole of any premium on it ;
(c) if any share in the company or any premium on it has been fully or partly paid up by an undertaking given by any person that he or another should work or perform services (whether for the company or any other person), the undertaking shall have been performed or otherwise discharged ; or
(d) if shares have been allotted as fully or partly paid up as to their nominal value or any premium on them otherwise than in cash, and the consideration for the allotment consists of, or includes, an undertaking to the company (other than one to which paragraph (c) applies), then either—
(i) the undertaking shall have been performed or otherwise discharged, or
(ii) there shall be a contract between the company and some person pursuant to which the undertaking is to be performed within five years from the time the special resolution is passed.
(2) Shares allotted in pursuance of an employees’ share scheme, by reason of which the company would, but for this subsection, be precluded under subsection (1) (b) from being re-registered as a public company, shall not be regarded for the purpose of determining whether the requirements in subsection (1) (b), (c) and (d) are met.
(3) No more than one-tenth of the nominal value of the company’s allotted share capital is to be disregarded under subsection (2) and for this purpose the allotted share capital is treated as not including shares disregarded under the subsection.
(4) Shares disregarded under subsection (2) are treated as not forming part of the allotted share capital for the purposes of subsection (1) ( (5) A company shall not be re-registered as a public company if it appears to the Commission that—
(a) the company has resolved to reduce its share capital ;
(b) the reduction is supported by a solvency statement in accordance with regulations made by the Minister ; and
(c) the effect of the reduction is, or will be, that the nominal value of the company’s allotted share capital is below the minimum specified in section 27 (2).
Section 58. Requirements as to net assets
(1) A company applying to re-register as a public company shall obtain—
(a) a balance sheet prepared as at a date not more than seven months before the date on which the application is delivered to the Commission ;
(b) an unqualified report by the company’s auditor on that balance sheet ; and
(c) a written statement by the company’s auditor that, in his opinion at the balance sheet date, the amount of the company’s net assets was not less than the aggregate of its called-up share capital and undistributable reserves.
(2) Between the date of the balance sheet and the date on which the application for re- registration is delivered to the Commission, there shall be no change in the company’s financial position that results in the amount of its net assets becoming less than the aggregate of its called-up share capital and un-distributable reserves.
(3) In subsection (1) (b), an “unqualified report” means—
(a) if the balance sheet was prepared for a financial year of the company, a report stating without material qualification the auditor’s opinion that the balance sheet has been properly prepared in accordance with the requirements of this Act ;
(b) if the balance sheet was not prepared for a financial year of the company, a report stating without material qualification the auditor’s opinion that the balance sheet has been properly prepared in accordance with the provisions of this Act which would have applied if it had been prepared for a financial year of the company.
(4) For the purpose of an auditor’s report on a balance sheet that was not prepared for a financial year of the company, the provisions of this Act apply with such modifications as are necessary.
(5) For the purposes of subsection (3), a qualification is material unless the auditor states in his report that the matter giving rise to the qualification is not material for the purpose of determining (by reference to the company’s balance sheet) whether at the date of the balance sheet, the amount of the company’s net assets was not less than the aggregate of its called-up share capital and un-distributable reserves.
(6) In this Part—
(a) “net assets” means the aggregate of the company’s assets less the aggregate of its liabilities, and
(b) ‘‘un-distributable reserves’’ are its—
(i) share premium account, and
(ii) capital redemption reserve ;
(c) the amount by which its accumulated or unrealised profits (so far as not previously utilised by capitalisation) exceed its accumulated or unrealised losses (so far as not previously written off in a reduction or reorganisation of capital duly made) ; and
(d) any other reserve that the company is prohibited from distributing by any enactment (other than one contained in this Part) or by its articles.
(7) The reference in subsection (6) (c) to capitalisation does not include a transfer of profits of the company to its capital redemption reserve.
Section 59. Recent allotment of shares for non-cash consideration
(1) This section applies where the shares are allotted—
(a) by the company in the period between the date the balance sheet required by section 58 is prepared and the passing of the resolution that the company should re-register as a public company ; and
(b) as fully or partly paid up as to their nominal value or any premium on them otherwise than in cash.
(2) The Commission shall not entertain an application by the company for re- registration as a public company unless the requirements of section 57 have been complied with, or the allotment is in connection with—
(a) a share exchange as described in subsections (3)-(5) ; or
(b) a proposed merger with another company as described in subsection (6).
(3) An allotment is in connection with a share exchange if—
(a) the shares are allotted in connection with an arrangement under which the whole or part of the consideration for the shares allotted is provided by—
(i) the transfer to the company allotting the shares of shares (or shares of a particular class) in another company, or
(ii) the cancellation of shares (or shares of a particular class) in another company ; and
(b) the allotment is open to all the holders of the shares of the other company in question (or, where the arrangement applies only to shares of a particular class, to all the holders of the company’s shares of that class) to take part in the arrangement in connection with which the shares are allotted.
(4) In determining whether a person is a holder of shares for the purposes of subsection (3), there shall be disregarded—
(a) shares held by, or by a nominee of, the company allotting the shares ; and
(b) shares held by, or by a nominee of—
(i) the holding company of the company allotting the shares,
(ii) a subsidiary of the company allotting the shares, or
(iii) a subsidiary of the holding company of the company allotting the shares.
(5) It is immaterial, for the purposes of deciding whether an allotment is in connection with a share exchange, whether or not the arrangement in connection with which the shares are allotted involves the issue to the company allotting the shares of shares (or shares of a particular class) in the other company.
(6) There is a proposed merger with another company if one of the companies concerned proposes to acquire all the assets and liabilities of the other in exchange for the issue of its shares or other securities to shareholders of the other.
(7) For the purposes of this section—
(a) the consideration for an allotment does not include any amount standing to the credit of any of the company’s reserve accounts, or of its profit and loss account, that has been applied in paying up (to any extent) any of the shares allotted or any premium on those shares ; and
(b) “arrangement” means any agreement, scheme or arrangement pursuant to Chapter 27.
Section 60. Application for re-registration as a public company
(1) An application for re-registration as a public company shall contain—
(a) a statement of the company’s proposed name on re-registration; and
(b) in the case of a company without a secretary, a statement of the company’s proposed secretary.
(2) The application shall be accompanied by—
(a) a copy of the special resolution that the company should re-register as a public company ;
(b) a copy of the company’s memorandum and articles as proposed to be amended ;
(c) a copy of the balance sheet and other documents referred to in section 58 (1) ; and
(d) if section 59 applies, a copy of the valuation report (if any subsection (2) (a) of that section.
(3) The statement of compliance required to be delivered together with the application is a statement that the requirements of this Part as to re-registration as a public company have been complied with.
(4) The Commission may accept the statement of compliance as sufficient evidence that the company is entitled to be re-registered as a public company.
Section 61. Statement of proposed secretary
(1) The statement of the company’s proposed secretary shall contain the required particulars of the person or persons who is or are to be the secretary or joint secretaries of the company.
(2) The required particulars are those required to be stated in the company’s register of secretaries.
(3) The statement shall also contain consent by the person named as secretary, or each of the persons named as joint secretaries, to act in the relevant capacity and if all the partners in a firm are to be joint secretaries, consent may be given by one partner on behalf of all of them.
Section 62. Issue of certificate of incorporation on re-registration
(1) If, on an application for re-registration as a public company, the Commission is satisfied that the company is entitled to be re-registered, the company shall be re-registered accordingly.
(2) The Commission shall issue a certificate of incorporation altered to meet the circumstances of the case.
(3) The certificate shall state that it is issued on re-registration and the date on which it is issued.
(4) Upon the issue of the certificate—
(a) the company by virtue of the issue of the certificate becomes a public company ;
(b) the changes in the company’s name, memorandum and articles take effect ; and
(c) where the application contained a statement of proposed secretary, the person or persons named in the statement as secretary or joint secretaries of the company are deemed to have been appointed to that office.
(5) The certificate is prima facie evidence that the requirements of this Act as to re-registration have been complied with.
Section 63. Re-registration of public company as private limited company
(1) A public company may be re-registered as a private limited company if—
(a) a special resolution that it should be so re-registered is passed ;
(b) the conditions specified under this section are met ; and
(c) an application for re-registration is delivered to the Commission in accordance with section 66, together with—
(i) the other documents required by that section, and
(ii) a statement of compliance.
(2) The conditions are that—
(a) where no application under section 64 for cancellation of the resolution has been made—
(i) having regard to the number of members who consented to, or voted in favour of, the resolution, no such application may be made, or
(ii) the period within which such an application could be made has expired ; or
(b) where such an application has been made—
(i) the application has been withdrawn, or
(ii) an order has been made confirming the resolution and a copy of that order has been delivered to the Commission.
(3) The company shall make such changes—
(a) in its name ; and
(b) in its memorandum and articles, as are necessary in connection with its becoming a private company limited by shares or, as the case may be, by guarantee.
Section 64. Application to Court to cancel resolution
(1) Where a special resolution by a public company to be re-registered as a private limited company has been passed, an application to the Court for the cancellation of the resolution may be made—
(a) by the holders of at least 5% in nominal value of the company’s issued share capital or any class of the company’s issued share capital (disregarding any shares held by the company as treasury shares) ;
(b) if the company is not limited by shares at least 5% of its members; or
(c) by at least 50 members of the company, but not by a person who has consented to or voted in favour of the resolution.
(2) The application shall be made within 28 days after the passing of the resolution and may be made on behalf of the persons entitled to make it by such one or more of their number as they may appoint for that purpose.
(3) On the hearing of the application, the Court shall make an order either cancelling or confirming the resolution.
(4) The Court may—
(a) make that order on such terms and conditions as it deems fit ;
(b) if it deems fit, adjourn the proceedings in order that an arrangement may be made to the satisfaction of the Court for the purchase of the interests of dissenting members ; and
(c) give such directions, and make such orders, as it considers expedient for facilitating or carrying into effect any such arrangement.
(5) The Court order may, if the Court deems fit—
(a) provide for the purchase by the company of the shares of any of its members and for the reduction accordingly of the company’s capital ; and
(b) make such alteration in the company’s memorandum articles as may be required in consequence of that provision.
(6) The Court order may, if the Court deems fit, require the company not to make amendment to its articles without the leave of the Court.
Section 65. Notice to Commission of Court application or order
(1) On making an application to the Court to cancel the resolution, the applicants, or the person making the application on their behalf, shall immediately give notice to the Commission, without prejudice to any provision of rules of court as to service of notice of the application.
(2) On being served with notice of any such application, the company shall immediately give notice to the Commission.
(3) Within 15 days of the making of the Court order on the application, or such longer period as the Court may at any time direct, the company shall deliver to the Commission a copy of the order.
(4) If default is made in complying with subsections (2) and (3), the company and each officer of the company is liable to such penalty as the Commission shall prescribe by regulation for every day during which the default continues.
Section 66. Application for re-registration as a private limited company
(1) An application for re-registration as a private limited company shall contain a statement of the company’s proposed name on re-registration.
(2) The application shall be accompanied by a copy of the—
(a) resolution that the company should re-register as a private limited company ; and
(b) company’s memorandum and articles as proposed to be amended.
(3) The statement of compliance required to be delivered together with the application is a statement that the requirements of this Part as to re-registration as a private limited company have been complied with.
(4) The commission may accept the statement of compliance as sufficient evidence that the company is entitled to be re-registered as a private limited company.
Section 67. Issue of certificate of incorporation on re-registration as a private limited company
(1) If, on an application for re-registration as a private limited company, the Commission is satisfied that the company is entitled to be so re-registered, the company shall be re-registered accordingly.
(2) The Commission shall issue a certificate of incorporation altered to meet the circumstance.
(3) The certificate shall state that it is issued on re-registration and the date on which it is issued.
(4) Upon the issue of the certificate—
(a) the company by virtue of the issue of the certificate becomes a private limited company ;
(b) the changes in the company’s name, memorandum and articles take effect.
(5) The certificate is prima facie evidence that the requirements of this Act as to re- registration have been complied with.
Section 68. Re-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 under subsection (2) is met ; and
(c) an application for re-registration is delivered to the Commission in accordance with section 69, 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 shall make such changes in its name and its memorandum and 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—
(i) 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
(ii) 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 on the sequestrated estate of a member of the company ; and
(b) a trustee under a protected trustee deed granted by a member of the company.
Section 69. Application for re-registration as an unlimited company
(1) An application for re-registration as an unlimited company shall contain a statement of the company’s proposed name on re-registration.
(2) The application shall be accompanied by—
(a) the prescribed form of assent to the company’s being re-registered as an unlimited company, authenticated by or on behalf of all the members of the company ; and
(b) a copy of the company’s memorandum and articles as proposed to be amended.
(3) The statement of compliance required to be delivered together with the application is a statement that the requirements of this Part as to re-registration as an unlimited company have been complied with.
(4) The statement shall contain a statement by the directors of the company—
(a) that the persons by whom or on whose behalf the form of assent is authenticated constitute the whole membership of the company ; and
(b) if any of the members has not authenticated that form himself, that the directors have taken all reasonable steps to satisfy themselves that each person who authenticated it on behalf of a member was lawfully empowered to do so.
(5) The Commission may accept the statement of compliance as sufficient evidence that the company is entitled to be re-registered as an unlimited company.
Section 70. Issue of certificate of incorporation on re-registration as an unlimited company
(1) If, on an application for re-registration of a private limited company as an unlimited company the Commission is satisfied that the company, is entitled to be so re-registered, the company shall be re-registered accordingly.
(2) The Commission shall issue a certificate of incorporation altered to meet the circumstance.
(3) The certificate shall state that it is issued on re-registration and the date on which it is issued.
(4) Upon the issue of the certificate—
(a) the company by virtue of the issue of the certificate becomes an unlimited company ; and
(b) the changes in the company’s name, memorandum and articles take effect.
(5) The certificate is conclusive evidence that the requirements of this Act as to re- registration have been complied with.
Section 71. Re-registration of unlimited company as limited
(1) An unlimited company may be re-registered as a private limited company if—
(a) a special resolution that it should be re-registered is passed ;
(b) the condition specified under subsection (2) is met ; and
(c) an application for re-registration is delivered to the Commission in accordance with section 72, 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 unlimited.
(3) The special resolution shall state whether the company is to be limited by shares or by guarantee.
(4) The company shall make such changes—
(a) in its name ; and
(b) in its memorandum and articles, as are necessary in connection with its becoming a company limited by shares or, as the case may be, by guarantee.
Section 72. Application for re-registration as a limited company
(1) An application for re-registration as a limited company shall contain a statement of the company’s proposed name on re-registration.
(2) The application shall be accompanied by—
(a) a copy of the resolution that the company should re-register as a private limited company ;
(b) if the company is to be limited by guarantee, a statement of guarantee ; and
(c) a copy of the company’s memorandum and articles as proposed to be amended.
(3) The statement of guarantee required to be delivered in the case of a company that is to be limited by guarantee shall state that each member undertakes that, if the company is wound up while he is a member, or within one year after he ceases to be a member, he will contribute to the assets of the company to such amount as may be required for—
(a) payment of the debts and liabilities of the company contracted before he ceases to be a member ;
(b) payment of the costs, charges and expenses of winding-up ; and
(c) adjustment of the rights of the contributories among themselves, not exceeding a specified amount.
(4) The statement of compliance required to be delivered together with the application is a statement that the requirements of this Part as to re-registration as a limited company have been complied with.
(5) The Commission may accept the statement of compliance as sufficient evidence that the company is entitled to be re-registered as a limited company.
Section 73. Issue of certificate of incorporation on re-registration of an unlimited company as a limited company
(1) If, on an application for re-registration of an unlimited company as a limited company, the Commission is satisfied that the company is entitled to be so re- registered, the company shall be re-registered accordingly.
(2) The Commission shall issue a certificate of incorporation altered to meet the circumstances of the case.
(3) The certificate shall state that it is issued on re-registration and the date on which it is so issued.
(4) Upon the issue of the certificate—
(a) the company by virtue of the issue of the certificate becomes a limited company ; and
(b) the changes in the company’s name, memorandum and articles take effect.
(5) The certificate is prima facie evidence that the requirements of this Act as to re- registration have been complied with.
Section 74. Statement of capital required where company already has share capital
(1) A company which on re-registration under section 71 has already allotted its share capital, shall within 15 days after the re-registration deliver a statement of the share capital to the Commission.
(2) This does not apply if the information which would be included in the statement has already been sent to the Commission in a statement of —
(a) capital and initial shareholdings ; or
(b) capital contained in an annual return.
(3) The statement of capital shall state with respect to the company’s share capital on re-registration—
(a) the total number of shares of the company ;
(b) the aggregate nominal value of those shares ;
(c) for each class of shares—
(i) prescribed particulars of the rights attached to the shares,
(ii) the total number of shares of that class, and
(iii) the aggregate nominal value of shares of that class ; and
(d) the amount paid up and the amount (if any) unpaid on each share (whether on account of the nominal value of the share or by way of premium).
(4) If default is made in complying with this section, the company and each officer of the company are liable to such penalty as the Commission shall prescribe by regulation for every day during which the default continues.
Section 75. Re-registration of public company as unlimited
(1) A public company limited by shares may be re-registered as an unlimited 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 under subsection (2) is met ; and
(c) an application for re-registration is delivered to the registrar in accordance with section 76, 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 —
(a) limited ; or
(b) unlimited.
(3) The company shall make such changes—
(a) in its name ; and
(b) in its memorandum and articles, as are necessary in connection with its becoming an unlimited 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—
(a) a permanent trustee or an interim trustee on the sequestrated estate of a member of the company ; and
(b) a trustee under a protected trustee deed granted by a member of the company.
Section 76. Application for re-registration of a public company as an unlimited company
(1) An application for re-registration of a public company as an unlimited company shall contain a statement of the company’s proposed name on re- registration.
(2) The application shall be accompanied by—
(a) the prescribed form of assent to the company’s being re-registered as an unlimited company, authenticated by or on behalf of all the members of the company ; and
(b) a copy of the company’s memorandum and articles as proposed to be amended.
(3) The statement of compliance required to be delivered together with the application is a statement that the requirements of this Part as to re-registration as an unlimited private company have been complied with.
(4) The statement shall contain a statement by the directors of the company—
(a) that the persons by whom or on whose behalf the form of assent is authenticated constitute the whole membership of the company ; and
(b) if any of the members has not authenticated that form himself, that the directors have taken all reasonable steps to satisfy themselves that each person who authenticated it on behalf of a member was lawfully empowered to do so.
(5) The Commission may accept the statement of compliance as sufficient evidence that the company is entitled to be re-registered as an unlimited company.
Section 77. Issue of certificate of incorporation on re-registration of a public company as an unlimited company
(1) If, on an application for re-registration of a public company as an unlimited company, the Commission is satisfied that the company is entitled to be so re-registered, the company shall be re-registered accordingly.
(2) The Commission shall issue a certificate of incorporation altered to meet the circumstances of the case.
(3) The certificate shall state that it is issued on re-registration and the date on which it is so issued.
(4) Upon the issue of the certificate the —
(a) company, by virtue of the issue of the certificate, becomes an unlimited company ; and
(b) changes in the company’s name, memorandum and articles take effect.
(5) The certificate is prima facie evidence that the requirements of this Act as to re- registration have been complied with.
What this means
Short answer
A company can change its status in five ways: private to public, public to private, private limited to unlimited, unlimited to limited, and public limited to unlimited (section 55). Each needs the right resolution or unanimous assent, an application with a proposed name and amended memorandum and articles, a statement of compliance, and a new certificate of incorporation.
The five routes at a glance
| Change | What is needed | Sections |
|---|---|---|
| Private to public | Special resolution; share capital and net assets tests; no earlier re-registration as unlimited | 56 to 62 |
| Public to private | Special resolution; 28-day window for objectors to go to court | 63 to 67 |
| Private limited to unlimited | Assent of all members; not previously re-registered as limited | 68 to 70 |
| Unlimited to limited | Special resolution; not previously re-registered as unlimited | 71 to 74 |
| Public limited to unlimited | Assent of all members; no earlier re-registration as limited or unlimited | 75 to 77 |
Private to public
A private company, limited or unlimited, can re-register as a public company limited by shares if it passes a special resolution, has share capital, meets the share capital and net assets tests, and has not previously been re-registered as unlimited (section 56). It must change its name and articles as needed.
- Share capital test. When the resolution is passed, the nominal value of allotted share capital must be at least the section 27(2) minimum, each allotted share must be paid up to at least one quarter of its nominal value and the whole of any premium, and any undertaking to work or perform services, or other non-cash undertaking, must have been performed or be covered by a contract to be performed within five years (section 57).
- Net assets test. The company needs a balance sheet made up to a date not more than seven months before the application, an unqualified auditor’s report on it, and the auditor’s written statement that net assets were not less than called-up share capital plus undistributable reserves. Net assets must not fall below that level before the application is delivered (section 58).
- Recent non-cash allotments. Shares allotted for non-cash consideration between the balance sheet date and the resolution must meet section 57, unless they were allotted in a share exchange or proposed merger (section 59).
- The application. It states the proposed name, names a proposed secretary if there is none, and attaches the special resolution, the amended memorandum and articles, the balance sheet documents and any valuation report, with a statement of compliance (sections 60 and 61).
If the Commission is satisfied, it re-registers the company and issues an altered certificate of incorporation. On issue, the company becomes public and the changes to name, memorandum and articles take effect (section 62).
Public to private
A public company can become a private limited company by special resolution once the time for objectors has passed (section 63). Holders of at least 5% in nominal value of the issued share capital or of a class, or at least 5% of the members in a company without share capital, or at least 50 members, who did not consent to or vote for the resolution, can ask the court to cancel it within 28 days (section 64). The court can order a buy-out of dissenting members’ shares and require the company not to amend its articles without leave. The applicants and the company must notify the Commission, and the company delivers a copy of any order within 15 days (section 65). Then the application and certificate follow the same pattern (sections 66 and 67).
Private limited to unlimited, and back
A private limited company can become unlimited if every member assents in the prescribed form and it has not previously been re-registered as limited. The directors must state that the assents cover the whole membership. A trustee in bankruptcy can assent instead of the member, and a personal representative for a deceased member (sections 68 and 69). The certificate is conclusive evidence that the requirements were met (section 70(5)).
An unlimited company can become limited by special resolution if it has not previously been re-registered as unlimited. The resolution states whether it will be limited by shares or by guarantee, and a guarantee company files a statement of guarantee (sections 71 and 72). If it has already allotted share capital, it delivers a statement of capital to the Commission within 15 days of re-registration (section 74).
Public limited to unlimited
A public company limited by shares can become an unlimited company with share capital if all members assent and it has not previously been re-registered as limited or unlimited (sections 75 to 77).
Questions and answers
How does a private company become a public company?
By special resolution, meeting the share capital test (at least the section 27(2) minimum, each share paid up to at least one quarter) and the net assets test, then applying to the Commission for re-registration (sections 56 to 62).
Who can object when a public company becomes private?
Holders of at least 5% in nominal value of the issued share capital or of a class, or at least 50 members, who did not consent to or vote for the resolution, within 28 days (section 64).
Do all members have to agree to become an unlimited company?
Yes. Re-registering as unlimited requires the assent of all members (sections 68 and 75).
How old can the balance sheet be for a public company application?
Prepared as at a date not more than seven months before the application is delivered (section 58(1)(a)).
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