# Companies Act 2006, Section 102: Re-registration of private limited company as unlimited

Extent: E+W+S+N.I.

(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—
(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 2016) granted by a member of the company.

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Source: https://www.legislation.gov.uk/ukpga/2006/46/section/102 (the official version)
Page: https://openlegislation.uk/companies-act-2006/section-102
Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives.