Companies (Amendment) Act, 1983
|
Re-registration of public limited company as private company. |
14.—(1) A public limited company may be re-registered as a private company if— | |
(a) a special resolution complying with subsection (2) that it should be so re-registered is passed and has not been cancelled by the court under section 15 (6); | ||
(b) an application for the purpose in the prescribed form and signed by a director or secretary of the company is delivered to the registrar, together with a printed copy of the memorandum and articles of the company as altered by the resolution; and | ||
(c) the period during which an application for the cancellation of the resolution under section 15 (2) may be made has expired without any such application having been made; or | ||
(d) where such an application has been made, the application has been withdrawn or an order has been made under section 15 (6) confirming the resolution and a copy of that order has been delivered to the registrar. | ||
(2) The resolution must— | ||
(a) alter the company's memorandum so that it no longer states that the company is to be a public limited company and must make such other alterations in the company's memorandum as are requisite in the circumstances; and | ||
(b) make such alterations in the company's articles as are requisite in the circumstances and in such a manner that they include the provisions which, under section 33 of the Principal Act, are required to be included in the articles of a company in order to constitute it a private company. | ||
(3) If the registrar is satisfied that a public limited company may be re-registered under subsection (1), he shall— | ||
(a) retain the application and other documents delivered to him under that subsection; and | ||
(b) issue the company with a certificate of incorporation appropriate to a private company. | ||
(4) Upon the issue of a certificate of incorporation under subsection (3)— | ||
(a) the company shall by virtue of the issue of that certificate become a private company; and | ||
(b) the alterations in the memorandum and articles set out in the resolution shall take effect accordingly. | ||
(5) A certificate of incorporation issued to a company under subsection (3) shall be conclusive evidence— | ||
(a) that the requirements of this section in respect of re-registration and of matters precedent and incidental thereto have been complied with; and | ||
(b) that the company is a private company. | ||
(6) The re-registration of a public limited company as a private 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. |