Companies Act 2014
Companies capable of being registered | ||
1338. (1) With the exceptions and subject to the provisions contained in this section, any— | ||
(a) company registered under the Joint Stock Companies Acts; or | ||
(b) joint stock company, | ||
may at any time register under this Chapter as— | ||
(i) a private company limited by shares, | ||
(ii) a designated activity company, | ||
(iii) a company limited by guarantee, or | ||
(iv) an unlimited company, | ||
and the registration shall not be invalid by reason that it has taken place with a view to the company's being wound up. | ||
(2) This section shall not apply to a company unless it has its registered office or principal place of business in the State. | ||
(3) A company having the liability of its members limited by statute or letters patent, and not being a joint stock company, shall not register under this Chapter. | ||
(4) A company, having the liability of its members limited by statute or letters patent, shall not register under this Chapter as an unlimited company or as a company limited by guarantee. | ||
(5) A company that is not a joint stock company shall not register under this Chapter as a company limited by shares. | ||
(6) A company shall not be registered under this Chapter as any particular type of company referred to in subsection (1) without the assent (in this Chapter referred to as a “registration resolution”) to its registration as that type of company given, subject to subsection (7), by a majority of such of its members as are present in person or by proxy at a general meeting summoned for the purpose. | ||
(7) Where a company, not having the liability of its members limited by statute or letters patent, is about to register as a limited company, the majority required to assent as mentioned in subsection (6) shall consist of not less than three-fourths of the members present in person or by proxy at the meeting. | ||
(8) Where a company is about to register as a company limited by guarantee, the assent to its being so registered shall be accompanied by a resolution declaring that each member undertakes to contribute to the assets of the company, in the event of its being wound up while he or she is a member, or within one year after the date on which he or she ceases to be a member— | ||
(a) for payment of the debts and liabilities of the company contracted before he or she ceased to be a member, | ||
(b) for payment of the costs and expenses of winding up, and | ||
(c) for the adjustment of the rights of the contributories among themselves, | ||
such amount as may be required, not exceeding an amount specified in the resolution. | ||
(9) In computing any majority under this section when a poll is demanded, regard shall be had to the number of votes to which each member is entitled according to the regulations of the company. | ||
(10) Section 1322 shall apply for the purposes of this section as it applies for the purposes of Chapter 2 with the substitution for the reference in subsection (2) of that section to section 1316 (1) of a reference to subsection (6) or (7), as the case may be, of this section and any other necessary modifications. |