Section 45, The Companies Act, 2009

(1) Subject to this section, a private company having ashare capital may be re-registered as a public company if– (a) a special resolution that it should be so reregistered is passed; and (b) an application for re-registration is delivered to the Commission together with the documents referred to in subsection (4). (2) The special resolution shall– (a) alter the company’s memorandum so that it states that the company is a public company; (b) make such alterations in the memorandum as are necessary to bring it in conformity with the requirements of this Act with respect to the memorandum of a public company; and (c) make such alterations in the company’s articles as are required in the circumstances. (3) The application shall be made to the Commission in writing and signed by at least one director and the secretary of the (4) The documents referred to in subsection (1) are– (a) a printed copy of the memorandum and articles as altered in pursuance of the resolution; (b) a copy of a written statement by the directors and the secretary certified on oath by them and showing that the paid-up capital of the company as at the date of the application is not less than 25 percent of the share capital as at that date; (c) a copy of the balance sheet of the company as at the date of the resolution or the preceding 6 months, whichever is later; (d) a statutory declaration by a director and the secretary of the company– (i) that the special resolution required under this section has been passed; and (ii) that the company’s net assets are not less than the aggregate of the paid-up share capital and un-distributable reserves; (e) a copy of a prospectus or statement in lieu of prospectus within fourteen days of the passing of the resolution. (5) If the Commission is satisfied that a company has complied with this section and may be re-registered as a public company, it shall– (a) retain the application and other documents delivered to it under this section; (b) register the application and other documents; (c) issue to the company a certificate of incorporation stating that the company is a public company. (6) Upon the issue of a certificate of incorporation - (a) the company becomes a public company; and (b) any alterations in the memorandum and articles set out in the resolution shall take effect. 32 33 Re-registration of private company as public (7) The certificate of incorporation shall be prima facie evidence that– (a) the requirements of this Act in respect of reregistered conversion and of matters relating thereto have been complied with; and (b) the company is a public company. (8) A company shall not be converted under this section if it has previously been re-registered as an unlimited liability company.