Section 102 Re-registration of private limited company as unlimited

United Kingdom

(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

(c)

an application for re-registration is delivered to the registrar in accordance with section 103, 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 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

(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—

F1(a)

a trustee or interim trustee in the sequestration under the Bankruptcy (Scotland) Act 2016 of the estate of a member of the company;

(b)

a trustee under a protected trustee deed (within the meaning of the Bankruptcy (Scotland) Act F22016) granted by a member of the company.

Annotations

F1: S. 102(5)(a) substituted (30.11.2016) by The Bankruptcy (Scotland) Act 2016 (Consequential Provisions and Modifications) Order 2016 (S.I. 2016/1034), art. 1, Sch. 1 para. 29(2)(a)
F2: Word in s. 102(5)(b) substituted (30.11.2016) by The Bankruptcy (Scotland) Act 2016 (Consequential Provisions and Modifications) Order 2016 (S.I. 2016/1034), art. 1, Sch. 1 para. 29(2)(b)

C1: Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))