• Introductory

    • 76. Alteration Of Status By Re-registration

      A company may by re-registration under this Part alter its status–

      (a) from a private company to a public company (see sections 77 (re-registration of private company as public) to 80 (issue of certificate of incorporation on re-registration)),
      (b) from a public company to a private company (see sections 81 (re-registration of public company as private) to 85 (issue of certificate of incorporation on re-registration)),
      (c) from a private limited company to an unlimited company (see sections 86 (re-registration of private limited company as unlimited) to 88 (issue of certificate of incorporation on re-registration)),
      (d) from an unlimited company to a limited company (see sections 89 (re-registration of unlimited company as limited) to 92 (statement of capital required where company already has share capital),
      (e) from a public company to an unlimited private company (see sections 93 (re-registration of public company as private and unlimited) to 95 (issue of certificate of incorporation on re-registration)), and
      (f) from a restricted scope company to a non-restricted scope company (see sections 96 (re-registration of a restricted scope company as a non-restricted scope company) to 99 (issue of certificate of incorporation on re-registration)).

    • 77. Re-registration Of Private Company As Public

      (1) A private company (whether limited or unlimited and whether it is a restricted scope company or not) 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 below are met, and
      (c) an application for re-registration is delivered to the Registrar in accordance with section 78 (application and accompanying documents), 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 not less than the authorised minimum required for a public company, and
      (b) that the company has not previously been re-registered 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 a public company.
      (4) If the company is unlimited it must also make such changes in its articles as are necessary in connection with its becoming a company limited by shares.

    • 78. Application And Accompanying Documents

      (1) An application for re-registration as a public company must 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 (see section 79 (statement of proposed secretary)).
      (2) The application must be accompanied by–
      (a) a copy of the special resolution that the company should re-register as a public company (unless a copy has already been forwarded to the Registrar under Chapter 3 of Part 3),
      (b) a copy of the company’s articles as proposed to be amended,
      (c) a balance sheet prepared as at a date not more than seven months before the date on which the application is delivered to the Registrar, and
      (d) an unqualified report by the company’s auditor on that balance sheet.
      (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 Registrar may accept the statement of compliance as sufficient evidence that the company is entitled to be re-registered as a public company.

    • 79. Statement Of Proposed Secretary

      (1) The statement of the company’s proposed secretary must contain the required particulars of the person who is or the persons who are to be the secretary or joint secretaries of the company.
      (2) The required particulars are the particulars that will be required to be stated in the company’s register of secretaries (see sections 294 (particulars of secretaries to be registered: individuals) and 295 (particulars of secretaries to be registered: corporate secretaries and firms)).
      (3) The statement must also contain a consent by the person named as secretary, or each of the persons named as joint secretaries, to act in the relevant capacity. 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.

    • 80. Issue Of Certificate Of Incorporation On Re-registration

      (1) If on an application for re-registration as a public company the Registrar is satisfied that the company is entitled to be so re-registered, the company shall be re-registered accordingly.
      (2) The Registrar must issue a certificate of incorporation altered to meet the circumstances of the case.
      (3) The certificate must state that it is issued on re-registration and the date on which it is issued.
      (4) On 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 and articles take effect, and
      (c) where the application contained a statement under section 79 (statement of proposed secretary), the person or persons named in the statement as secretary or joint secretary of the company are deemed to have been appointed to that office.
      (5) The certificate is conclusive evidence that the requirements of these Regulations as to re-registration have been complied with.
      (6) The certificate of incorporation shall comply with the provisions of section 940 (Form and right to certificate of incorporation).

    • 81. 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, and
      (b) an application for re-registration is delivered to the Registrar in accordance with section 84 (application and accompanying documents), together with–
      (i) the other documents required by that section, and
      (ii) a statement of compliance.
      (2) The company must make such changes–
      (a) in its name, and
      (b) in its articles,
      as are necessary in connection with its becoming a private company limited by shares or, as the case may be, by guarantee.

    • 82. 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 not less in the aggregate than 5% 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, by not less than 5% of its members, or
      (c) by not less than 50 of the company’s members,
      but not by a person who has consented to or voted in favour of the resolution.
      (2) The application must be made within one month 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 the 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 thinks fit,
      (b) if it thinks 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 dissentient members, and
      (c) give such directions, and make such orders, as it thinks expedient for facilitating or carrying into effect any such arrangement.
      (5) The Court’s order may, if the Court thinks 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 articles as may be required in consequence of that provision.
      (6) The Court’s order may, if the Court thinks fit, require the company not to make any, or any specified, amendments to its articles without the leave of the Court.

    • 83. Notice To Registrar Of Court Application Or Order

      (1) On making an application under section 82 (application to Court to cancel resolution) the applicants, or the person making the application on their behalf, must immediately give notice to the Registrar.
      This is 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 must immediately give notice to the Registrar.
      (3) Within 14 days of the making of the Court’s order on the application, or such longer period as the Court may at any time direct, the company must deliver to the Registrar a copy of the order.
      (4) If a company fails to comply with subsection (2) or (3) a contravention of these Regulations is committed by–
      (a) the company, and
      (b) every officer of the company who is in default.
      (5) A person who commits the contravention referred to in subsection (4) shall be liable to a level 2 fine.

    • 84. Application And Accompanying Documents

      (1) An application for re-registration as a private limited company must contain a statement of the company’s proposed name on re-registration.
      (2) The application must be accompanied by–
      (a) a copy of the resolution that the company should re-register as a private limited company (unless a copy has already been forwarded to the Registrar under Chapter 3 of Part 3), and
      (b) a copy of the company’s 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 Registrar may accept the statement of compliance as sufficient evidence that the company is entitled to be re-registered as a private limited company.

    • 85. Issue Of Certificate Of Incorporation On Re-registration

      (1) If on an application for re-registration as a private limited company the Registrar is satisfied that the company is entitled to be so re-registered, the company shall be re-registered accordingly.
      (2) The Registrar must issue a certificate of incorporation altered to meet the circumstances of the case.
      (3) The certificate must state that it is issued on re-registration and the date on which it is issued.
      (4) On the issue of the certificate–
      (a) the company by virtue of the issue of the certificate becomes a private limited company, and
      (b) the changes in the company’s name and articles take effect.
      (5) The certificate is conclusive evidence that the requirements of these Regulations as to re-registration have been complied with.(6) The certificate of incorporation shall comply with the provisions of section 940 (Form and right to certificate of incorporation).

    • 86. 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 below is met, and an application for re-registration is delivered to the Registrar in accordance with section 87 (application and accompanying documents), 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 person appointed by a competent Court or by law to manage the affairs of a bankrupt 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.

    • 87. Application And Accompanying Documents

      (1) An application for re-registration as an unlimited company must contain a statement of the company’s proposed name on re-registration.
      (2) The application must be accompanied by–
      (a) the prescribed form of assent to the company’s being 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 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 of compliance must 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 have not authenticated that form themselves, 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 Registrar may accept the statement of compliance as sufficient evidence that the company is entitled to be re-registered as an unlimited company.

    • 88. Issue Of Certificate Of Incorporation On Re-registration

      (1) If on an application for re-registration of a private limited company as an unlimited company the Registrar is satisfied that the company is entitled to be so re-registered, the company shall be re-registered accordingly.
      (2) The Registrar must issue a certificate of incorporation altered to meet the circumstances of the case.
      (3) The certificate must state that it is issued on re-registration and the date on which it is issued.
      (4) On 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 and articles take effect.
      (5) The certificate is conclusive evidence that the requirements of these Regulations as to re-registration have been complied with.
      (6) The certificate of incorporation shall comply with the provisions of section 940 (Form and right to certificate of incorporation).

    • 89. 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 so re-registered is passed,
      (b) the condition specified below is met, and
      (c) an application for re-registration is delivered to the Registrar in accordance with section 90 (application and accompanying documents), 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 must state whether the company is to be limited by shares or by guarantee.
      (4) The company must make such changes–
      (a) in its name, and
      (b) in its articles,
      as are necessary in connection with its becoming a company limited by shares or, as the case may be, by guarantee.

    • 90. Application And Accompanying Documents

      (1) An application for re-registration as a limited company must contain a statement of the company’s proposed name on re-registration.
      (2) The application must be accompanied by–
      (a) a copy of the resolution that the company should re-register as a private limited company (unless a copy has already been forwarded to the Registrar under Chapter 3 of Part 3),
      (b) if the company is to be limited by guarantee, a statement of guarantee,
      (c) a copy of the company’s 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 must 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 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 Registrar may accept the statement of compliance as sufficient evidence that the company is entitled to be re-registered as a limited company.

    • 91. Issue Of Certificate Of Incorporation On Re-registration

      (1) If on an application for re-registration of an unlimited company as a limited company the Registrar is satisfied that the company is entitled to be so re-registered, the company shall be re-registered accordingly.
      (2) The Registrar must issue a certificate of incorporation altered to meet the circumstances of the case.
      (3) The certificate must state that it is issued on re-registration and the date on which it is so issued.
      (4) On 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 and articles take effect.
      (5) The certificate is conclusive evidence that the requirements of these Regulations as to re-registration have been complied with.
      (6) The certificate of incorporation shall comply with the provisions of section 940 (Form and right to certificate of incorporation).

    • 92. Statement Of Capital Required Where Company Already Has Share Capital

      (1) A company which on re-registration under section 91 (issue of certificate of incorporation on re-registration) already has allotted share capital must within 14 days after the re-registration deliver a statement of capital to the Registrar.
      (2) This does not apply if the information which would be included in the statement has already been sent to the Registrar in–
      (a) a statement of capital and initial shareholdings (see section 7 (statement of capital and initial shareholdings)), or
      (b) a statement of capital contained in a confirmation statement (see section 781 (contents of confirmation statement: information about shares and share capital)).
      (3) The statement of capital must state with respect to the company’s share capital on re-registration–
      (a) the total number of shares of the company,
      (b) 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 amount paid up and the amount (if any) unpaid on each share.
      (4) If default is made in complying with this section, a contravention of these Regulations is committed by–
      (a) the company, and
      (b) every officer of the company who is in default.
      (5) A person who commits the contravention referred to in subsection (4) shall be liable to a level 3 fine.

    • 93. Re-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 reregistered,
      (b) the condition specified below is met, and
      (c) an application for re-registration is delivered to the Registrar in accordance with section 94 (application and accompanying documents), 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 person appointed by a competent Court or by law to manage the affairs of a bankrupt 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.

    • 94. Application And Accompanying Documents

      (1) An application for re-registration of a public company as an unlimited private company must contain a statement of the company’s proposed name on re-registration.
      (2) The application must be accompanied by–
      (a) the prescribed form of assent to the company’s being 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 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 must 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 have not authenticated that form themselves, 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 Registrar may accept the statement of compliance as sufficient evidence that the company is entitled to be re-registered as an unlimited private company.

    • 95. Issue Of Certificate Of Incorporation On Re-registration

      (1) If on an application for re-registration of a public company as an unlimited private company the Registrar is satisfied that the company is entitled to be so re-registered, the company shall be re-registered accordingly.
      (2) The Registrar must issue a certificate of incorporation altered to meet the circumstances of the case.
      (3) The certificate must state that it is issued on re-registration and the date on which it is so issued.
      (4) On the issue of the certificate–
      (a) the company by virtue of the issue of the certificate becomes an unlimited private company, and
      (b) the changes in the company’s name and articles take effect.
      (5) The certificate is conclusive evidence that the requirements of these Regulations as to re-registration have been complied with.
      (6) The certificate of incorporation shall comply with the provisions of section 940 (Form and right to certificate of incorporation).

    • 96. Re-registration Of A Restricted Scope Company As A Non-restricted Scope Company

      (1) A restricted scope company (whether limited or unlimited) may be re-registered as a non-restricted scope company if–
      (a) a special resolution that it should be so re-registered is passed,
      (b) an application for re-registration is delivered to the Registrar in accordance with section 97 (application and accompanying documents), together with–
      (i) the other documents required by that section, and
      (ii) a statement of compliance.
      (2) The company must make such changes–
      (a) in its name, and
      (b) in its articles,
      as are necessary in connection with its becoming a non-restricted scope company.
      (3) A restricted scope company shall re-register as a non-restricted scope company pursuant to this section if it no longer meets the criteria set out in section 3(4) (private and public companies).

    • 97. Application And Accompanying Documents

      (1) An application for re-registration as a non-restricted scope company must contain a statement of the company’s proposed name on re-registration.
      (2) The application must be accompanied by–
      (a) a copy of the special resolution that the company should re-register as a non-restricted scope company (unless a copy has already been forwarded to the Registrar under Chapter 3 of Part 3),
      (b) a copy of the company’s articles as proposed to be amended, and
      (c) a statement of capital.
      (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 non-restricted scope company have been complied with, and that the company agrees to be subject to the disclosure requirements of section 952 (documents subject to enhanced disclosure requirements) as applicable to non-restricted scope companies.
      (4) The Registrar may accept the statement of compliance as sufficient evidence that the company is entitled to be re-registered as a non-restricted scope company.

    • 98. Application To Court To Cancel Resolution

      (1) Where a special resolution by a restricted scope company to be re-registered as a non-restricted scope company has been passed, an application to the Court for the cancellation of the resolution may be made–
      (a) by the holders of not less in the aggregate than 5% 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, by not less than 5% of its members, or
      (c) by not less than 50 of the company’s members,
      but not by a person who has consented to or voted in favour of the resolution.
      (2) The application must be made within one month 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 the 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 thinks fit,
      (b) if it thinks 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 dissentient members, and
      (c) give such directions, and make such orders, as it thinks expedient for facilitating or carrying into effect any such arrangement.
      (5) The Court’s order may, if the Court thinks 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 articles as may be required in consequence of that provision.
      (6) The Court’s order may, if the Court thinks fit, require the company not to make any, or any specified, amendments to its articles without the leave of the Court.

    • 99. Issue Of Certificate Of Incorporation On Re-registration

      (1) If on an application for re-registration as a non-restricted scope company the Registrar is satisfied that the company is entitled to be so re-registered, the company shall be re-registered accordingly.
      (2) The Registrar must issue a certificate of incorporation altered to meet the circumstances of the case.
      (3) The certificate must state that it is issued on re-registration and the date on which it is issued.
      (4) On the issue of the certificate–
      (a) the company by virtue of the issue of the certificate becomes a non-restricted scope company, and
      (b) the changes in the company’s name and articles take effect.
      The certificate is conclusive evidence that the requirements of these Regulations as to re-registration have been complied with.
      (5) The certificate of incorporation shall comply with the provisions of section 940 (Form and right to certificate of incorporation).