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13 1983

COMPANIES (AMENDMENT) ACT, 1983

PART V

Change of status of certain companies

Re-registration of limited company as unlimited.

52. —(1) A company which, on the appointed day, is registered as limited or thereafter is so registered (otherwise than in pursuance of section 53 ) may be re-registered under the Principal Act as unlimited in pursuance of an application in that behalf complying with the requirements of subsection (2), made in the prescribed form and signed by a director or by the secretary of the company and delivered to the registrar together with the documents mentioned in subsection (3).

(2) The requirements referred to in subsection (1) are that the application must—

(a) set out such alterations in the company's memorandum as—

(i) if it is to have a share capital, are requisite to bring it, both in substance and in form into conformity with the requirements imposed by the Principal Act with respect to the memorandum of a company to be formed under that Act as an unlimited company having a share capital; or

(ii) if it is not to have a share capital, are requisite in the circumstances; and

(b) if articles have been registered, set out such alterations therein and additions thereto as—

(i) if it is to have a share capital, are requisite to bring them, both in substance and in form, into conformity with the requirements imposed by the Principal Act with respect to the articles of a company to be formed under that Act as an unlimited company having a share capital; or

(ii) if it is not to have a share capital, are requisite in the circumstances; and

(c) if articles have not been registered—

(i) have annexed thereto, and request the registration of, printed articles, bearing the same stamp as if they were contained in a deed, being, if the company is to have a share capital, articles complying with the said requirements; or

(ii) if it is not to have a share capital, articles appropriate to the circumstances.

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

(a) the prescribed form of assent to the company's being registered as unlimited subscribed by or on behalf of all members of the company;

(b) a statutory declaration made by the directors of the company that the persons by whom or on whose behalf the form of assent is subscribed constitute the whole membership of the company, and, if any of the members have not subscribed that form themselves, that the directors have taken all reasonable steps to satisfy themselves that each person who subscribed it on behalf of a member was lawfully empowered so to do;

(c) a printed copy of the memorandum incorporating the alterations therein set out in the application; and

(d) if articles have been registered, a printed copy thereof incorporating the alterations therein and additions thereto set out in the application.

(4) The registrar shall retain the application and other documents delivered to him under subsection (1), shall, if articles are annexed to the application, register them and shall issue to the company a certificate of incorporation appropriate to the status to be assumed by the company by virtue of this section, and upon the issue of the certificate—

(a) the status of the company shall, by virtue of the issue, be changed from limited to unlimited; and

(b) the alterations in the memorandum set out in the application and (if articles have been previously registered) any alterations and additions to the articles so set out shall, notwithstanding anything in the Principal Act, take effect as if duly made by resolution of the company and the provisions of the Principal Act shall apply to the memorandum and articles as altered or added to by virtue of this section accordingly.

(5) A certificate of incorporation issued by virtue of this section shall be conclusive evidence that the requirements of this section with respect to re-registration and of matters precedent and incidental thereto have been complied with, and that the company was authorised to be re-registered under the Principal Act in pursuance of this section and was duly so re-registered.

(6) Where a company is re-registered in pursuance of this section a person who, at the time when the application for it to be re-registered was delivered to the registrar, was a past member of the company and did not thereafter again become a member thereof shall not, in the event of the company's being wound up, be liable to contribute to the assets of the company more than he would have been liable to contribute thereto had it not been so re-registered.

(7) The re-registration of a limited company as an unlimited 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.

(8) For the purposes of this section—

(a) subscription to a form of assent by the legal personal representative of a deceased member of a company shall be deemed to be subscription by him;

(b) a trustee in bankruptcy of a person who is a member of a company shall, to the exclusion of that person, be deemed to be a member of the company.

Re-registration of unlimited company as limited.

53. —(1) A company which, on the appointed day, is registered as unlimited or thereafter is so registered (otherwise than by virtue of section 52 ) may be re-registered under the Principal Act as limited if a special resolution that it should be so re-registered (complying with the requirements of subsection (2)) is passed and an application in that behalf, made in the prescribed form and signed by a director or by the secretary of the company, is delivered to the registrar, together with the documents mentioned in subsection (3) not earlier than the day on which the copy of the resolution forwarded to him in pursuance of section 143 of the Principal Act is received by him.

(2) The said requirements are that the resolution must state whether the company is to be limited by shares or by guarantee and—

(a) if it is to be limited by shares, must state what the share capital is to be and provide for the making of such alterations in the memorandum as are necessary to bring it,both in substance and in form, into conformity with the requirements of the Companies Acts with respect to the memorandum of a company so limited, and such alterations in the articles as are requisite in the circumstances;

(b) if it is to be limited by guarantee, must provide for the making of such alterations in its memorandum and articles as are necessary to bring them, both in substance and in form, into conformity with the requirements of the Principal Act with respect to the memorandum and articles of a company so limited.

(3) The documents referred to in subsection (1) are a printed copy of the memorandum as altered in pursuance of the resolution and a printed copy of the articles as so altered.

(4) The registrar shall retain the application and other documents delivered to him under subsection (1) and shall issue to the company a certificate of incorporation appropriate to the status to be assumed by the company by virtue of this section; and upon the issue of the certificate—

(a) the status of the company shall, by virtue of the issue, be changed from unlimited to limited; and

(b) the alterations in the memorandum specified in the resolution and the alterations in, and additions to, the articles so specified shall, notwithstanding anything in the Principal Act, take effect.

(5) A certificate of incorporation issued by virtue of this section shall be conclusive evidence that the requirements of this section with respect to re-registration and of matters precedent and incidental thereto have been complied with, and that the company was authorised to be re-registered under the Principal Act in pursuance of this section and was duly so re-registered.

(6) Section 71 of the Principal Act shall have effect as if, for the reference to its resolution for registration as a limited company in pursuance of that Act, there were substituted a reference to its resolution for registration as a limited company in pursuance of that Act or re-registration as a limited company in pursuance of this section.

(7) In the event of the winding-up of a company re-registered in pursuance of this section, the following provisions shall have effect—

(a) notwithstanding paragraph (a) of subsection (1) of section 207 of the Principal Act, a past member of the company who was a member thereof at the time of re-registration shall, if the winding-up commences within the period of three years beginning with the day on which the company is re-registered, be liable to contribute to the assets of the company in respect of its debts and liabilities contracted before that time;

(b) where no persons who were members of the company at that time are existing members of the company, a person who, at that time, was a present or past member thereof shall, subject to paragraph (a) of the said subsection (1) and to paragraph (a) of this subsection, but notwithstanding paragraph (c) of the said subsection (1), be liable to contributeas aforesaid notwithstanding that the existing members have satisfied the contributions required to be made by them in pursuance of the Principal Act;

(c) notwithstanding paragraphs (d) and (e) of the said subsection (1), there shall be no limit on the amount which a person who, at that time, was a past or present member of the company is liable to contribute as aforesaid.

(8) The re-registration of an unlimited company as a 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.

Cesser of section 20 of Principal Act.

54. —No company shall register or re-register in pursuance of section 20 (1) of the Principal Act after the appointed day except upon an application in that behalf made before that day.