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13 1983

COMPANIES (AMENDMENT) ACT, 1983

PART II

Name of public limited company, registration and re-registration of companies.

Name of a public limited company.

4. —(1) The name of a public limited company must end with the words “public limited company” or “cuideachta phoiblí theoranta” which may be abbreviated to “p.l.c.” or “c.p.t.” respectively and those words or abbreviations may not be preceded by the word “limited” or its abbreviation “ltd.” or “teoranta” or its abbreviation “teo.”.

(2) Subject to subsection (1), a resolution in accordance with section 12 that a company be re-registered as a public limited company may change the name of the company by deleting—

(a) the word “company” or the words “and company”; or

(b) the word “cuideachta” or the words “agus cuideachta”,

including any abbreviation of them, and no fee shall be payable in respect of any change of name mentioned in this subsection.

(3) The memorandum of a public limited company which is limited by shares shall be in the form set out in Part I of the Second Schedule or, if it is a company limited by guarantee and having a share capital, in the form set out in Part II of that Schedule or, in either case, as near thereto as circumstances admit; and those forms supersede in the case of a public limited company the forms of memorandum set out respectively in Tables B and D in the First Schedule to the Principal Act.

Registration of companies.

5. —(1) Where any memorandum is delivered for registration under section 17 of the Principal Act, the registrar shall not register the memorandum unless he is satisfied that all the requirements of the Companies Acts in respect of registration and of matters precedent and incidental thereto have been complied with.

(2) Where a memorandum which is so delivered states that the association to be registered is to be a public limited company, the amount of the share capital stated in the memorandum to be that with which the company proposes to be registered must not be less than the authorised minimum.

(3) Where the registrar registers an association's memorandum which states that the association is to be a public limited company, the certificate of incorporation given in respect of that association under section 18 of the Principal Act shall contain a statement that the company is a public limited company.

(4) A certificate of incorporation given under that section in respect of any association shall be conclusive evidence—

(a) that the requirements mentioned in subsection (1) have been complied with, and that the association is a company authorised to be registered and is duly registered under the Principal Act; and

(b) if the certificate contains a statement that the company is a public limited company, that the company is such a company.

(5) A statutory declaration in the prescribed form by a solicitor engaged in the formation of a company, or by a person named as a director or secretary of the company in the statement delivered under section 3 of the Companies (Amendment) Act, 1982 that the requirements mentioned in subsection (1) have been complied with shall be delivered to the registrar, and the registrar may accept such a declaration as sufficient evidence of compliance.

Restriction on commencement of business by a public limited company.

6. —(1) A company registered as a public limited company on its original incorporation shall not do business or exercise any borrowing powers unless the registrar of companies has issued it with a certificate under this section or the company is re-registered as another form of company.

(2) The registrar shall issue a public limited company with a certificate under this section if, on an application made to him in the prescribed form by the company, he is satisfied that the nominal value of the company's allotted share capital is not less than the authorised minimum, and there is delivered to him a statutory declaration complying with subsection (3).

(3) The statutory declaration shall be in the prescribed form and signed by a director or secretary of the company and shall state—

(a) that the nominal value of the company's allotted share capital is not less than the authorised minimum;

(b) the amount paid up, at the time of the application, on the allotted share capital of the company;

(c) the amount, or estimated amount, of the preliminary expenses of the company and the persons by whom any of those expenses have been paid or are payable; and

(d) any amount or benefit paid or given or intended to be paid or given to any promoter of the company, and the consideration for the payment or benefit.

(4) For the purposes of subsection (2), a share allotted in pursuance of an employees' share scheme may not be taken into account in determining the nominal value of the company's allotted share capital unless it is paid up at least as to one-quarter of the nominal value of the share and the whole of any premium on the share.

(5) The registrar may accept a statutory declaration delivered to him under subsection (2) as sufficient evidence of the matters stated therein.

(6) A certificate under this section in respect of any public limited company shall be conclusive evidence that the company is entitled to do business and exercise any borrowing powers.

(7) If a public limited company does business or exercises borrowing powers in contravention of this section, the company and any officer of the company who is in default shall be guilty of an offence and shall be liable on summary conviction to a fine not exceeding £500.

(8) The provisions of this section are without prejudice to the validity of any transaction entered into by a public limited company; but if a public limited company enters into a transaction in contravention of those provisions and fails to comply with its obligations in connection therewith within 21 days from being called upon to do so, the directors of the company shall be jointly and severally liable to indemnify the other party to the transaction in respect of any loss or damage suffered by him by reason of the failure of the company to comply with those obligations.

Prohibition on formation of public company limited by guarantee and having a share capital.

7. —On or after the appointed day, no company shall be formed as, or become, a public company limited by guarantee and having a share capital.

Power of registrar to strike public limited company off register.

8. —(1) Where a public limited company registered as such on its original incorporation has not been issued with a certificate under section 6 within one year from the date on which it was registered, the registrar may send to the company, by registered post, a letter stating that a notice will be published in Iris Oifigiúil with a view to striking the name of that public limited company off the register unless such a certificate has been issued to the company within one month from the date of that letter.

(2) Where a certificate referred to in section 6 has not been issued within one month from the date of the letter referred to in subsection (1), the registrar may publish such notice and may proceed to strike the name of the public limited company off the register in accordance with section 311 (5) of the Principal Act.

(3) Section 311 (6), (7) and (8) of the Principal Act shall apply to a public limited company the name of which has been struck off the register in accordance with subsection (2) as those subsections apply for the purposes of the said section 311.

Re-registration of private company as public limited company.

9. —(1) Subject to section 11 , a private company may be re-registered as a public limited company if—

(a) a special resolution, complying with subsection (2) that it should be so re-registered is passed; and

(b) an application for the purpose, in the prescribed form and signed by a director or secretary of the company, is delivered to the registrar together with the documents mentioned in subsection (3); and

(c) the conditions specified in subsection (5)(a) and (b) (where applicable) and section 10 (1) (a) to (d) are satisfied in relation to the company.

(2) The special resolution must—

(a) alter the company's memorandum so that it states that the company is to be a public limited company;

(b) make such other alterations in the memorandum as are necessary to bring it in substance and in form into conformity with the requirements of this Act with respect to the memorandum of a public limited company; and

(c) make such alterations in the company's articles as are requisite in the circumstances.

(3) The documents referred to in subsection (1) are—

(a) a printed copy of the memorandum and articles as altered in pursuance of the resolution;

(b) a copy of a written statement by the auditors of the company that in their opinion the relevant balance sheet shows that 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;

(c) a copy of the relevant balance sheet, together with a copy of an unqualified report by the company's auditors in relation to that balance sheet;

(d) a copy of any report prepared under subsection (5)(b); and

(e) a statutory declaration in the prescribed form by a director or secretary of the company—

(i) that the special resolution mentioned in subsection (1) (a) has been passed and that the conditions specified in subsection (1)(c) have been satisfied; and

(ii) that, between the balance sheet date and the application of the company for re-registration, there has been no change in the financial position of the company that has resulted in the amount of the company's net assets becoming less than the aggregate of its called-up share capital and undistributable reserves.

(4) The registrar may accept a statutory declaration under subsection (3) (e) as sufficient evidence that the special resolution has been passed and the said conditions have been satisfied.

(5) Where shares are allotted by the company between the balance sheet date and the passing of the special resolution as fully or partly paid up as to their nominal value or any premium on them otherwise than in cash, the company shall not make an application for re-registration under this section unless before the making of the application—

(a) the consideration for that allotment has been valued in accordance with the provisions of section 30 applied by this subsection and section 31 ; and

(b) a report with respect to its value has been made to the company in accordance with those provisions during the six months immediately preceding the allotment of the shares;

and subsections (2) to (8) and (12) to (14) of section 30 shall apply for the purposes of this subsection as they apply for the purposes of that section and as if the references to subsection (1) of section 30 were references to this subsection.

(6) If the registrar is satisfied on an application made under subsection (1) that a company may be re-registered under this section as a public limited company, he shall—

(a) retain the application and other documents delivered to him under that subsection; and

(b) issue the company with a certificate of incorporation stating that the company is a public limited company.

(7) The registrar shall not issue a certificate of incorporation under subsection (6) if it appears to him that the court has made an order confirming a reduction of the company's capital which has the effect of bringing the nominal value of the company's allotted share capital below the authorised minimum.

(8) Upon the issue to a company of a certificate of incorporation under subsection (6)

(a) the company shall by virtue of the issue of that certificate become a public limited company; and

(b) any alterations in the memorandum and articles set out in the resolution shall take effect accordingly.

(9) A certificate of incorporation issued to a company under subsection (6) shall be conclusive evidence—

(a) that the requirements of this Act in respect of re-registration and of matters precedent and incidental thereto have been complied with; and

(b) that the company is a public limited company.

(10) The re-registration of a private company as a public limited company pursuant to this Act shall not affect any rights or obligations of the company or render defective any legal proceedings by or against the company, and any legal proceedings which might have been continued or commenced against it in its former status may be continued or commenced against it in its new status.

(11) A qualification shall be treated for the purposes of the definition of an unqualified report in subsection (13) as being not material in relation to any balance sheet if, but only if, the person making the report states in writing that the thing giving rise to the qualification is not material for the purposes of determining, by reference to that balance sheet, whether 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.

(12) For the purposes of the making, in relation to the balance sheet of a company, of a report falling within the definition in subsection (13) of an unqualified report, section 149 of and the Sixth Schedule to the Principal Act shall be deemed to have effect in relation to that balance sheet with such modifications as are necessary by reason of the fact that that balance sheet is prepared otherwise than in respect of a financial year.

(13) In this section—

undistributable reserves” has the same meaning as in section 46 (2);

relevant balance sheet” means, in relation to a company, a balance sheet prepared as at a date not more than seven months before the company's application for re-registration under this section; and

unqualified report” means, in relation to the balance sheet of a company, a report stating without material qualification—

(a) that, in the opinion of the person making the report, the balance sheet complies with the requirements of sections 149 and 156 of the Principal Act; and

(b) without prejudice to paragraph (a) that, except where the company is entitled to avail itself, and has availed itself, of the benefit of any of the provisions of Part III of the Sixth Schedule to the Principal Act, in the opinion of that person, the balance sheet gives a true and fair view of the state of the company's affairs as at the balance sheet date.

Requirements as to share capital of private company applying to re-register as public limited company.

10. —(1) Subject to subsection (2), a private company shall not be re-registered under section 9 as a public limited company unless, at the time the special resolution referred to in that section is passed—

(a) the nominal value of the company's allotted share capital is not less than the authorised minimum;

(b) each of its allotted shares is paid up at least as to one-quarter of the nominal value of that share and the whole of any premium on it;

(c) where any share in the company or any premium payable on it has been fully or partly paid up by an undertaking given by any person that he or another should do work or perform services for the company or another, the undertaking has been performed or otherwise discharged; and

(d) where shares have been allotted as fully or partly paid up as to their nominal value or any premium payable on them otherwise than in cash and the consideration for the allotment consists of or includes an undertaking (other than one to which paragraph (c) applies) to the company, either—

(i) that undertaking has been performed or otherwise discharged; or

(ii) there is a contract between the company and any person pursuant to which that undertaking must be performed within five years from that time.

(2) Subject to subsection (3), any share allotted by the company—

(a) which was allotted before the end of the general transitional period; or

(b) which was allotted in pursuance of an employees' share scheme and by reason of which the company would, but for this subsection, be precluded under subsection (1) (b), but not otherwise, from being re-registered as a public limited company,

may be disregarded for the purpose of determining whether subsection (1) (b) to (d) is complied with in relation to the company, and a share so disregarded shall be treated for the purposes of subsection (1) (a) as if it were not part of the allotted share capital of the company.

(3) A share shall not be disregarded by virtue of subsection (2) (a) if the aggregate in nominal value of that share and the other shares which it is proposed so to disregard is more than one-tenth of the nominal value of the company's allotted share capital (not including any share disregarded by virtue of subsection (2) (b)).

Re-registration of unlimited company as public limited company.

11. —(1) An unlimited company may be re-registered as a public limited company and for the purposes of such re-registration sections 9 and 53 (6) and (7) shall have effect subject to the modifications contained in this section.

(2) The special resolution required by section 9 (1) must, in addition to the matters mentioned in section 9 (2)

(a) state that the liability of the members is to be limited by shares and what the share capital of the company is to be; and

(b) make such alterations in the company's memorandum as are necessary to bring it in substance and in form into conformity with the requirements of the Companies Acts with respect to the memorandum of a company limited by shares.

(3) The certificate of incorporation issued under section 9 (6) shall, in addition to containing the statement required by paragraph (b) of that subsection, state that the company has been incorporated as a company limited by shares and—

(a) the company shall by virtue of the issue of that certificate become a public limited company so limited; and

(b) the certificate shall be conclusive evidence of the fact that it is such a public limited company.

(4) Section 53 (6) and (7) shall have effect as if any reference to the re-registration of a company in pursuance of that section included a reference to the re-registration of an unlimited company as a public limited company in accordance with subsection (1), but except as aforesaid the said section 53 shall not apply in relation to the re-registration of an unlimited company as a public limited company.

Old public limited companies.

12. —(1) In this Act “old public limited company” means a public company limited by shares or a public company limited by guarantee and having a share capital in respect of which the following conditions are satisfied, that is to say—

(a) the company either existed on the appointed day or was incorporated after that day pursuant to an application made before that day; and

(b) the company has not since the appointed day or the day of the company's incorporation, as the case may be, either been re-registered as a public limited company or become another form of company.

(2) The references in the Principal Act to a company other than a private company and, after the end of the general transitional period, in this Act other than this Part to a public limited company shall, unless the context otherwise requires, include references to an old public limited company.

(3) An old public limited company may (either before or after the end of the general transitional period) be re-registered as a public limited company if—

(a) the directors pass a resolution, complying with subsection (4), that it should be so re-registered; and

(b) an application for the purpose in the prescribed form and signed by a director or secretary of the company is delivered to the registrar, together with the documents mentioned in subsection (5); and

(c) at the time of the resolution, the conditions specified in subsection (9) are satisfied.

(4) The resolution referred to in subsection (3) must alter the company's memorandum so that it states that the company is to be a public limited company and make such other alterations in it as are necessary to bring it in substance and in form into conformity with the requirements of this Act with respect to the memorandum of a public limited company.

(5) The documents referred to in subsection (3) are—

(a) a printed copy of the memorandum as altered in pursuance of the resolution; and

(b) a statutory declaration in the prescribed form by a director or secretary of the company that the resolution mentioned in subsection (3) (a) has been passed and that the conditions specified in subsection (9) were satisfied at the time of the resolution.

(6) The registrar may accept a declaration under subsection (5) (b) as sufficient evidence that the said resolution has been passed and that the said conditions were so satisfied.

(7) Subsections (6) to (9) of section 9 shall apply on an application for re-registration under this section as they apply on an application for re-registration under that section and as if the reference to subsection (1) of that section were a reference to subsection (3) of this section.

(8) If an old public limited company applies for re-registration as a public limited company in accordance with subsection (3) and at the time of making that application delivers to the registrar a statutory declaration in the prescribed form by a director or secretary of the company that the company does not at the time of the declaration satisfy the conditions specified in subsection (9), the registrar shall re-register the company as a public limited company but shall notify it that if, within the transitional period for share capital, it has not satisfied the aforesaid conditions it must re-register as another form of company or wind up voluntarily under section 251 of the Principal Act. Failure so to re-register or wind up shall constitute grounds for a winding-up by the court under section 213(i) of the Principal Act.

(9) The conditions referred to in subsections (3)(c) and (8) are that, at the time of the resolution, the nominal value of the company's allotted share capital is not less than the authorised minimum and that in the case of all the shares of the company or all those of its shares which are comprised in a portion of that capital which satisfies that condition—

(a) each share is paid up at least as to one-quarter of the nominal value of that share and the whole of any premium on it;

(b) where any of the shares in question or any premium payable on them has been fully or partly paid up by an undertaking given by any person that he or another should do work or perform services for the company or another, the undertaking has been performed or otherwise discharged; and

(c) where any of the shares in question has been allotted as fully or partly paid up as to its nominal value or any premium payable on it otherwise than in cash and the consideration for the allotment consists of or includes an undertaking (other than one to which paragraph (b) applies) to the company, either—

(i) that undertaking has been performed or otherwise discharged; or

(ii) there is a contract between the company and any person pursuant to which that undertaking must be performed within five years from the time of the resolution.

(10) The re-registration of an old public limited company as a public limited company pursuant to this Act shall not affect any rights or obligations of the company or render defective any legal proceedings by or against the company, and any legal proceedings which might have been continued or commenced against it in its former status may be continued or commenced against it in its new status.

Failure by an old public limited company to re-register as public limited company.

13. —(1) If, at any time after the end of the period of fifteen months from the appointed day (in this Act referred to as “the re-registration period”), a company which is an old public limited company has not re-registered as a public limited company under section 12 , the company and any officer of the company who is in default shall be guilty of an offence unless at that time the company—

(a) has applied to be re-registered under section 12 and the application has not been refused or withdrawn; or

(b) has applied to be re-registered as another form of company.

(2) A person guilty of an offence under subsection (1) shall be liable on summary conviction to a fine not exceeding £250 together with, in the case of a continuing offence, a fine not exceeding £25 for every day on which the offence continues, but not exceeding £500 in total.

Re-registration of public limited company as private company.

14. —(1) A public limited company may be re-registered as a private company if—

(a) a special resolution complying with subsection (2) that it should be so re-registered is passed and has not been cancelled by the court under section 15 (6);

(b) an application for the purpose in the prescribed form and signed by a director or secretary of the company is delivered to the registrar, together with a printed copy of the memorandum and articles of the company as altered by the resolution; and

(c) the period during which an application for the cancellation of the resolution under section 15 (2) may be made has expired without any such application having been made; or

(d) where such an application has been made, the application has been withdrawn or an order has been made under section 15 (6) confirming the resolution and a copy of that order has been delivered to the registrar.

(2) The resolution must—

(a) alter the company's memorandum so that it no longer states that the company is to be a public limited company and must make such other alterations in the company's memorandum as are requisite in the circumstances; and

(b) make such alterations in the company's articles as are requisite in the circumstances and in such a manner that they include the provisions which, under section 33 of the Principal Act, are required to be included in the articles of a company in order to constitute it a private company.

(3) If the registrar is satisfied that a public limited company may be re-registered under subsection (1), he shall—

(a) retain the application and other documents delivered to him under that subsection; and

(b) issue the company with a certificate of incorporation appropriate to a private company.

(4) Upon the issue of a certificate of incorporation under subsection (3)

(a) the company shall by virtue of the issue of that certificate become a private company; and

(b) the alterations in the memorandum and articles set out in the resolution shall take effect accordingly.

(5) A certificate of incorporation issued to a company under subsection (3) shall be conclusive evidence—

(a) that the requirements of this section in respect of re-registration and of matters precedent and incidental thereto have been complied with; and

(b) that the company is a private company.

(6) The re-registration of a public limited company as a private company pursuant to this Act shall not affect any rights or obligations of the company or render defective any legal proceedings by or against the company, and any legal proceedings which might have been continued or commenced against it in its former status may be continued or commenced against it in its new status.

Provisions supplementary to section 14 .

15. —(1) This section applies to a special resolution by a public limited company to be re-registered under section 14 as a private company.

(2) Where a special resolution to which this section applies has been passed, an application may be made to the court for the cancellation of that resolution.

(3) An application under subsection (2) may be made—

(a) by the holders of not less in the aggregate than five per cent. in nominal value of the company's issued share capital or any class thereof;

(b) if the company is not limited by shares, by not less than five per cent. of the company's members; or

(c) by not less than 50 of the company's members;

but any such application shall not be made by any person who has consented to or voted in favour of the resolution.

(4) Any such application must be made within 28 days after the passing of the resolution and may be made on behalf of the persons entitled to make the application by such one or more of their number as they may appoint in writing for the purpose.

(5) If an application is made under subsection (2), the company—

(a) shall forthwith give notice of that fact to the registrar; and

(b) where on the hearing of that application an order canceling or confirming the resolution is made under subsection (6), shall, within 15 days from the making of that order, or within such longer period as the court may at any time by order direct, deliver an office copy of the order to the registrar.

(6) On the hearing of an application under subsection (2) the court shall make an order either cancelling or confirming the resolution and—

(a) may make that order on such terms and conditions as it thinks fit, and may, 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

(b) may give such directions and make such orders as it thinks expedient for facilitating or carrying into effect any such arrangement.

(7) An order under this section may, if the court thinks fit, provide for the purchase by the company of the shares of any members of the company and for the reduction accordingly of the company's capital and may make such alterations in the memorandum and articles of the company as may be required in consequence of that provision.

(8) Where an order under this section requires the company not to make any, or any specified, alteration in its memorandum or articles, then, notwithstanding anything in the Companies Acts, the company shall not have power without the leave of the court to make any such alteration in breach of that requirement.

(9) Any alteration in the memorandum or articles of the company made by virtue of an order under this section, other than one made by resolution of the company, shall be of the same effect as if duly made by resolution of the company, and the provisions of the Companies Acts shall apply to the memorandum or articles as so altered accordingly.

(10) A company which fails to comply with subsection (5) and any officer of the company who is in default shall be guilty of an offence and shall be liable on summary conviction to a fine not exceeding £250 together with, in the case of a continuing offence, a fine not exceeding £25 for every day on which the offence continues, but not exceeding £500 in total.

Failure by old public limited company to re-register as another form of company.

16. —(1) Where an old public limited company has within the re-registration period applied for re-registration as a form of company other than a public limited company, and the registrar has notified the company that it has failed to fulfil the requirements for such re-registration, the company and any officer of the company who is in default shall be guilty of an offence unless within a period of 12 months from the end of the re-registration period—

(a) those requirements have been fulfilled and the re-registration has taken place; or

(b) the company has been re-registered in a form other than that for which application was made; or

(c) the company has been wound up voluntarily under section 251 of the Principal Act.

(2) A person guilty of an offence under subsection (1) shall be liable on summary conviction to a fine not exceeding £250 together with, in the case of a continuing offence, a fine not exceeding £25 for every day on which the offence continues, but not exceeding £500 in total.

Limitation on reduction by a public limited company of its allotted share capital.

17. —(1) Subject to subsections (2) and (3), a public limited company may not reduce its allotted share capital below the authorised minimum and section 72(1) of the Principal Act shall be construed accordingly.

(2) Subsection (1) shall not apply to an old public limited company which has been re-registered as a public limited company until expiry of the transitional period for share capital.

(3) Where the court makes an order confirming a reduction of the capital of a public limited company which has the effect of bringing the nominal value of the company's allotted share capital below the authorised minimum, the registrar shall not register the order under section 75(1) of the Principal Act unless the court otherwise directs or the company is first re-registered as another form of company.

(4) A court making any such order in respect of a public limited company may authorise the company to be re-registered as another form of company without its having passed a special resolution and, where the court so authorises a public limited company, the court shall specify in the order the alterations in the company's memorandum and articles to be made in connection with that re-registration.

(5) In its application to a public limited company that applies to be re-registered as a private company in pursuance of an authority given under subsection (4), section 14 shall have effect with the following modifications—

(a) references to the special resolution of the company shall have effect as references to the order of the court under the said subsection (4);

(b) section 14 (1) (a), (c) and (d) and (2) shall not apply; and

(c) section 14 (3) shall be read as if the words—“If the registrar is satisfied that a public limited company may be re-registered under subsection (1) he shall” were deleted and the following words substituted therefor “On receipt of an application for re-registration under this section made in pursuance of an order of the court under section 17 , the registrar shall”.

Registration of joint stock companies.

18. —(1) A joint stock company (within the meaning of section 329 of the Principal Act) applying to be registered in pursuance of Part IX of that Act as a company limited by shares may, subject to satisfying the conditions specified in section 9 (5) (a) and (b) (where applicable) and section 10 (1) (a) to (d), as applied by this section, and to complying with the requirements of subsection (4), apply to be so registered as a public limited company.

(2) The said sections 9 (5) and 10 shall apply to a joint stock company applying to register under the said Part IX as they apply to a private company applying to be re-registered under section 9 , but as if any reference to the special resolution referred to in section 9 were a reference to the resolution referred to in subsection (4) (a).

(3) In the following provisions of this section an application by a company made in pursuance of the said Part IX to register as a public company limited by shares is referred to as a relevant application.

(4) A relevant application shall be made in the prescribed form and shall be delivered to the registrar together with the following documents (as well as with the documents referred to in section 330 of the Principal Act), namely—

(a) a copy of the resolution that the company be a public limited company;

(b) a copy of a written statement by a person, who would be qualified under section 162 of the Principal Act for appointment as auditor of the company if it were a company registered under that Act, that in his opinion a relevant balance sheet shows that at the balance sheet date the amount of the company's net assets was not less than the aggregate of the called-up share capital of the company and its undistributable reserves;

(c) a copy of the relevant balance sheet together with a copy of an unqualified report by such a person in relation to that balance sheet;

(d) a copy of any report prepared under section 9 (5) (b) as applied by this section; and

(e) a statutory declaration in the prescribed form by a director or secretary of the company—

(i) that the conditions specified in section 9 (5) (a) and (b) (where applicable) and section 10 (1) (a) to (d) have been satisfied; and

(ii) that, between the balance sheet date referred to in paragraph (b) and the date of the relevant application, there has been no change in the financial position of the company that has resulted in the amount of the company's net assets becoming less than the aggregate of its called-up share capital and undistributable reserves.

(5) The registrar may accept a declaration under subsection (4) (e) as sufficient evidence that the conditions referred to in subparagraph (i) of that paragraph have been satisfied.

(6) Where on a relevant application the registrar is satisfied that the company may be registered as a public company limited by shares, the certificate of incorporation given by him under section 336 of the Principal Act shall state that the company is a public limited company; and such a statement shall be conclusive evidence that the requirements of this section have been complied with and that the company is a public company so limited.

(7) The registration of a joint stock company as a public limited company shall not affect any rights or obligations of the company or render defective any legal proceedings by or against the company, and any legal proceedings which might have been continued or commenced against it in its former status may be continued or commenced against it in its new status.

(8) In this section—

relevant balance sheet” means, in relation to a company, a balance sheet prepared as at a date not more than seven months before the relevant application;

undistributable reserves” has the same meaning as in section 46 (2); and

unqualified report” has the same meaning as in section 9 (13);

and section 9 (11) applies to the making in pursuance of this section of an unqualified report such as is mentioned in that subsection as it applies to the making of such a report in pursuance of the said section 9 .