Companies (Amendment) Act, 1983

Old public limited companies.

12.—(1) In this Act “old public limited company” means a public company limited by shares or a public company limited by guarantee and having a share capital in respect of which the following conditions are satisfied, that is to say—

(a) the company either existed on the appointed day or was incorporated after that day pursuant to an application made before that day; and

(b) the company has not since the appointed day or the day of the company's incorporation, as the case may be, either been re-registered as a public limited company or become another form of company.

(2) The references in the Principal Act to a company other than a private company and, after the end of the general transitional period, in this Act other than this Part to a public limited company shall, unless the context otherwise requires, include references to an old public limited company.

(3) An old public limited company may (either before or after the end of the general transitional period) be re-registered as a public limited company if—

(a) the directors pass a resolution, complying with subsection (4), that it should be so re-registered; and

(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 the documents mentioned in subsection (5); and

(c) at the time of the resolution, the conditions specified in subsection (9) are satisfied.

(4) The resolution referred to in subsection (3) must alter the company's memorandum so that it states that the company is to be a public limited company and make such other alterations in it as are necessary to bring it in substance and in form into conformity with the requirements of this Act with respect to the memorandum of a public limited company.

(5) The documents referred to in subsection (3) are—

(a) a printed copy of the memorandum as altered in pursuance of the resolution; and

(b) a statutory declaration in the prescribed form by a director or secretary of the company that the resolution mentioned in subsection (3) (a) has been passed and that the conditions specified in subsection (9) were satisfied at the time of the resolution.

(6) The registrar may accept a declaration under subsection (5) (b) as sufficient evidence that the said resolution has been passed and that the said conditions were so satisfied.

(7) Subsections (6) to (9) of section 9 shall apply on an application for re-registration under this section as they apply on an application for re-registration under that section and as if the reference to subsection (1) of that section were a reference to subsection (3) of this section.

(8) If an old public limited company applies for re-registration as a public limited company in accordance with subsection (3) and at the time of making that application delivers to the registrar a statutory declaration in the prescribed form by a director or secretary of the company that the company does not at the time of the declaration satisfy the conditions specified in subsection (9), the registrar shall re-register the company as a public limited company but shall notify it that if, within the transitional period for share capital, it has not satisfied the aforesaid conditions it must re-register as another form of company or wind up voluntarily under section 251 of the Principal Act. Failure so to re-register or wind up shall constitute grounds for a winding-up by the court under section 213(i) of the Principal Act.

(9) The conditions referred to in subsections (3)(c) and (8) are that, at the time of the resolution, the nominal value of the company's allotted share capital is not less than the authorised minimum and that in the case of all the shares of the company or all those of its shares which are comprised in a portion of that capital which satisfies that condition—

(a) each share is paid up at least as to one-quarter of the nominal value of that share and the whole of any premium on it;

(b) where any of the shares in question or any premium payable on them has been fully or partly paid up by an undertaking given by any person that he or another should do work or perform services for the company or another, the undertaking has been performed or otherwise discharged; and

(c) where any of the shares in question has been allotted as fully or partly paid up as to its nominal value or any premium payable on it otherwise than in cash and the consideration for the allotment consists of or includes an undertaking (other than one to which paragraph (b) applies) to the company, either—

(i) that undertaking has been performed or otherwise discharged; or

(ii) there is a contract between the company and any person pursuant to which that undertaking must be performed within five years from the time of the resolution.

(10) The re-registration of an old public limited company as a public limited 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.