Companies (Amendment) Act, 1983

Registration of joint stock companies.

18.—(1) A joint stock company (within the meaning of section 329 of the Principal Act) applying to be registered in pursuance of Part IX of that Act as a company limited by shares may, subject to satisfying the conditions specified in section 9 (5) (a) and (b) (where applicable) and section 10 (1) (a) to (d), as applied by this section, and to complying with the requirements of subsection (4), apply to be so registered as a public limited company.

(2) The said sections 9 (5) and 10 shall apply to a joint stock company applying to register under the said Part IX as they apply to a private company applying to be re-registered under section 9 , but as if any reference to the special resolution referred to in section 9 were a reference to the resolution referred to in subsection (4) (a).

(3) In the following provisions of this section an application by a company made in pursuance of the said Part IX to register as a public company limited by shares is referred to as a relevant application.

(4) A relevant application shall be made in the prescribed form and shall be delivered to the registrar together with the following documents (as well as with the documents referred to in section 330 of the Principal Act), namely—

(a) a copy of the resolution that the company be a public limited company;

(b) a copy of a written statement by a person, who would be qualified under section 162 of the Principal Act for appointment as auditor of the company if it were a company registered under that Act, that in his opinion a relevant balance sheet shows that at the balance sheet date the amount of the company's net assets was not less than the aggregate of the called-up share capital of the company and its undistributable reserves;

(c) a copy of the relevant balance sheet together with a copy of an unqualified report by such a person in relation to that balance sheet;

(d) a copy of any report prepared under section 9 (5) (b) as applied by this section; and

(e) a statutory declaration in the prescribed form by a director or secretary of the company—

(i) that the conditions specified in section 9 (5) (a) and (b) (where applicable) and section 10 (1) (a) to (d) have been satisfied; and

(ii) that, between the balance sheet date referred to in paragraph (b) and the date of the relevant application, there has been no change in the financial position of the company that has resulted in the amount of the company's net assets becoming less than the aggregate of its called-up share capital and undistributable reserves.

(5) The registrar may accept a declaration under subsection (4) (e) as sufficient evidence that the conditions referred to in subparagraph (i) of that paragraph have been satisfied.

(6) Where on a relevant application the registrar is satisfied that the company may be registered as a public company limited by shares, the certificate of incorporation given by him under section 336 of the Principal Act shall state that the company is a public limited company; and such a statement shall be conclusive evidence that the requirements of this section have been complied with and that the company is a public company so limited.

(7) The registration of a joint stock company as a public limited company 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.

(8) In this section—

“relevant balance sheet” means, in relation to a company, a balance sheet prepared as at a date not more than seven months before the relevant application;

“undistributable reserves” has the same meaning as in section 46 (2); and

“unqualified report” has the same meaning as in section 9 (13);

and section 9 (11) applies to the making in pursuance of this section of an unqualified report such as is mentioned in that subsection as it applies to the making of such a report in pursuance of the said section 9 .