OpenLegislation

Section 90 Re-registration of private company as publicC1C2

(1)

A private company (whether limited or unlimited) may be re-registered as a public company limited by shares if—

(a)

a special resolution that it should be so re-registered is passed,

(b)

the conditions specified below are met, and

(c)

an application for re-registration is delivered to the registrar in accordance with section 94, together with—

(i)

the other documents required by that section, and

(ii)

a statement of compliance.

(2)

The conditions are—

(a)

that the company has a share capital;

(b)

that the requirements of section 91 are met as regards its share capital;

(c)

that the requirements of section 92 are met as regards its net assets;

(d)

if section 93 applies (recent allotment of shares for non-cash consideration), that the requirements of that section are met; and

(e)

that the company has not previously been re-registered 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 a public company.

(4)

If the company is unlimited it must also make such changes in its articles as are necessary in connection with its becoming a company limited by shares.

Annotations

Modifications

C1

Ss. 90-96 applied (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 12(1), Sch. 3 para. 3 (with art. 10)

C2

Ss. 90-96 applied (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 3

Notes on Part 7

Modifications

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))