Section 48, The Companies Act, 2009

36 37 (3) A public company or a company which has previously been re-registered as unlimited company shall not be re-registered under this section. (4) An application under this section shall be signed by a director and the secretary of the company, and be lodged with the Commission together with the documents specified in subsection (6). (5) The application shall set out such alterations in the company’s memorandum and articles as are requisite to bring it into conformity with the requirements of this Act with respect to the memorandum and articles of a company to be formed as an unlimited (6) The documents to be lodged with the Commission are as follows:– (a) a special resolution by the company being registered as unlimited, subscribed by or on behalf of all the members of the company; (b) a statutory declaration made by the directors of the company stating– (i) that the persons by whom or on whose behalf the special resolution is subscribed constitute the whole membership of the company; and (ii) that if any of the members have not subscribed that form themselves, that the directors have taken all reasonable steps to satisfy themselves that each person who subscribed to it on behalf of a member was lawfully empowered to do so; and Re-registration of limited by shares as unlimited. (c) a printed copy of the memorandum and the articles incorporating the alterations set out in the application. (7) If the Commission is satisfied that the company be registered under this section as an unlimited company, it shall retain the application and other documents lodged with it under this section and– (a) register the application and other documents; (b) issue to the company a certificate of incorporation appropriate to the status to be assumed by virtue of this section. (8) On the issue of the certificate– (a) the status of the company, by virtue of the issue, shall be changed from limited to unlimited; (b) the alterations in the memorandum set out in the application and any alteration in the articles so set out shall take effect as if duly made by resolution of the company; and (c) this Act shall apply accordingly to the memorandum and articles as altered. (9) The certificate shall be prima facie evidence that the requirements in respect of the re-registration and of matters precedent and incidental to it have been complied with, and that the company was authorised to be re-registered under this Act in pursuance of this section and was duly so re-registered. 48. (1) Subject to this section, a company which is registered as unlimited may be re-registered as limited by shares if a special resolution that it should be so re-registered is passed, and the requirements of this section are complied with in respect of the resolution or otherwise. (2) A company shall not, under this section be reregistered as a public company or company limited by guarantee; and a company shall be precluded from re-registering under it if it is unlimited by virtue of re-registration under section 47. (3) The special resolution shall state the proposed share capital and provide for the making of the alterations in the memorandum as are necessary to bring it into conformity with the requirements of this Act with respect to the memorandum of a company so limited, and the alterations in the articles as are requisite in the circumstances. (4) An application for the company to be re-registered as limited signed by a director and the secretary of the company shall be lodged with the Commission together with the necessary documents not earlier than the day on which the resolution was filed. (5) The documents to be lodged with the Commission shall be a printed copy of the– (a) memorandum as altered in pursuance of the resolution; and (b) articles as so altered. (6) If the Commission is satisfied that the company be reregistered under this section as a company limited by shares, it shall retain the application and other documents lodged with it under this section and register them, and it shall issue to the company a certificate of incorporation appropriate to the status to be assumed by the company by virtue of this section. (7) On the issue of the certificate– Re-registration of unlimited as limited by 38 39 (a) the status of the company shall, by virtue of the issue, change from unlimited to limited; (b) the alterations in the memorandum specified in the resolution and the alterations in, and additions to, the articles so specified shall take effect accordingly. (8) The certificate shall be prima facie evidence that the requirements of this section in respect of re-registration and of matters precedent and incidental to it have been complied with, and that the company was authorised to be re-registered in pursuance of this section and was duly so re-registered. (9) The re-registration of an unlimited company as a limited company shall not affect the rights and liabilities of the company in respect of any debt or obligation incurred, or any contract entered into, by, to, with, or on behalf of the company before the reregistration, and those rights or liabilities may be enforced in the manner provided by Part IV as in the case of a company registered pursuant to this Part. Promoters