30. Registration of unlimited company as limited company, etc.

Question 1

30. Registration of unlimited company as limited company, etc.

Answer 1

General overview
[30.01] The Act allows for companies to change their nature from an unlimited to a limited company and vice versa albeit only one change of status is permitted. This requires a change in the constitution of the company with the lodgment of the prescribed forms pursuant to subsection (4). More importantly, a change in the status of the company does not create a new entity, and all its existing rights and obligations subsist as at the date of the change of status.

Question 2

Conversion from unlimited to limited company and vice versa

Answer 2

[30.02] Subsection (1)(a) and (1)(b) provide that an unlimited company may convert into a limited company and vice versa but there can only be one conversion of status.

Question 3

Alteration of articles

Answer 3

[30.03] The law on alteration of articles under s 33 and the common law apply to a change in status of a company. Further, see the cases on alteration of articles.

Question 4

“prescribed documents”

Answer 4

[30.04] Subsection (4) lays down the documents required to change the status of the company and to be lodged with the registrar: (a) copy of the special resolution; (b) alterations to the constitution to align with the change in status; and (c) change of name as befit the status sought to be changed.

Question 5

Subsection (4)(c)

Answer 5

[30.05] A form of assent signed by all members of the company consenting to the conversion and a declaration by a director, secretary or a prescribed person authorised by the company to confirm that the assent constitutes the whole membership of the company. If the assent is signed by someone other than the member himself, the signor of the declaration must attest that all reasonable steps have been taken to satisfy himself that such person is empowered to do so.

Question 6

Preservation of status quo

Answer 6

[30.06] Subsection (8) provides that the change in status does not create a new legal entity; prejudice or affect the identity of the body corporate, or its continuity as a body corporate; affect the property, rights or obligations of the company; render defective any legal proceedings by or against the company; and all pending proceedings commenced by or against the company shall continue.