Section 46, The Companies Act, 2009

(1) A public company may be re-registered as a privatecompany if– (a) a special resolution complying with subsection (2) that it should be so registered is passed and has not been cancelled by the court under this section; (b) an application for the purpose signed by a director and the secretary of the company is delivered to the Commission together with a printed copy of the memorandum and articles of the company as altered by the resolution; (c) either– (i) the period during which an application for the cancellation of the resolution under this section may be made has expired without such application having been made; or (ii) where such an application has been made, the application has been withdrawn or an order has been made confirming the resolution and a copy of that order has been delivered to the (2) The special resolution shall alter the company’s memorandum so that it states that the company is a private company and shall make such other alterations in the company’s memorandum and articles as are requisite in the circumstances. (3) Where the special resolution is passed, an application may be made to the court for the cancellation of the resolution, and the application may be made by either– (a) the holders of not less in the aggregate than 5 per cent in the nominal value of the company’s issued share capital, or any class thereof; or (b) not less than 5 per cent of the company’s members, but excluding any person who has consented to or voted in favour of the resolution. (4) The application shall be made within 28 days after the passing of the resolution and the applicant shall forthwith give notice to the Commission and to the company. (5) On the hearing of the application, the court shall make an order either cancelling or confirming the resolution and may make all such orders or give such directions as it may think expedient in the circumstances. (6) The company shall, within 15 days of the making of the court’s order, or within such other period as the court may by order direct, deliver to the Commission a certified true copy of the (7) If a company fails to deliver to the Commission a certified true copy of the order as required in subsection (6), the company and any officer of the company who is in default, shall be guilty of an offence and liable to a fine not exceeding Le3,000,000. (8) If the Commission is satisfied that a company may be re-registered under this section, it shall– 34 35 Re-registration of public company as private company. (a) retain the application and other documents delivered to it under this section; (b) register the application and other documents; (c) issue the company with a certificate of incorporation as a private company. (9) On the issue of the certificate– (a) the company shall become a private (b) the alteration in the memorandum and articles set out in the resolution shall take effect accordingly. (10) The certificate shall be prima facie evidence that– (a) the requirements of this section in respect of re-registration and of matters precedent and incidental to it have been complied with; and (b) the company is a private company. (11) This section shall not apply to public companies whose members are more than 53.