Re-registration is where a company changes from one type to another. Under the Companies Act 2014, it is possible to change from any type to the other eg. Limited to Unlimited, from Private to Public or from limited by shares to limited by guarantee or vice versa.
In re-registrations to another company type, Form D20 must be submitted under section 1285 of the Companies Act 2014. There are additional requirements depending on the type of re-registration being initiated.
Changes, such as from limited to unlimited or from a company without shares to a company with shares, may require the assent of members to the change and the disclosure of ownership. Form D20 is completed regardless of the re-registration type being sought and the new constitution of the company is submitted together with the resolution(G1 form)/court order as the case may be. The G1 is a manual form. Please see leaflet 35 for more information.
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The special resolution (manual form, not electronic) shall alter the company’s constitution so that it states that the company is to be a company of the type that the company wishes to be re-registered as; make such other alterations in the company’s constitution as are necessary to bring it in substance and in form into conformity with the requirements of this Act with respect to the constitution of the resultant company type; and make such other alterations in the company’s constitution as are requisite in the circumstances.
The re-registration of a company as another type of company pursuant to this Part 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.
Change from simplified LTD company model to another type
Please note that if a company is re-registering from a LTD company (Private Company Limited by Shares registered under the Companies Act 2014), it must have at least two directors. All other company types have a minimum of two directors. A LTD company is the only type of company that can have only one director. As a result, Form B10 may be required to be filed together with the application to re-register to bring up the minimum number of directors to two. A LTD company does not have objects but where it re-registers as any other type of company, it will have to specify the objects for which the company is incorporated.
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Certificates of Change of a Company Name and Re-Registration of a Company Type issue as “digitally certified”documents. The digital certificates are emailed as a pdf document to the email address entered in the “Company email address” section of the G1Q form and D20 form following registration. Presenters can provide these digital certificates directly to third parties such as banks and other financial institutions by email as required.
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