Section 109 Re-registration of public company as private and unlimited

United Kingdom

(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 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 110, 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 trustee in bankruptcy of a 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.

(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. 109(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(3)(a)
F2: Word in s. 109(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(3)(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))