Section 102

A private limited company may be re-registered as an unlimited company if— all the members of the company have assented to its being so re-registered, the condition specified below is met, and an application for re-registration is delivered to the registrar in accordance with section 103, together with— the other documents required by that section, and a statement of compliance. The condition is that the company has not previously been re-registered as limited. The company must make such changes in its name and its articles— as are necessary in connection with its becoming an unlimited company; and if it is to have a share capital, as are necessary in connection with its becoming an unlimited company having a share capital. For the purposes of this section— a trustee in bankruptcy of a member of the company is entitled, to the exclusion of the member, to assent to the company's becoming unlimited; and the personal representative of a deceased member of the company may assent on behalf of the deceased. In subsection (4)(a), “a trustee in bankruptcy of a member of the company” includes— a trustee or interim trustee in the sequestration under the Bankruptcy (Scotland) Act 2016 of the estate of a member of the company; a trustee under a protected trustee deed (within the meaning of the Bankruptcy (Scotland) Act 2016) granted by a member of the company.

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Source: legislation.gov.uk · retrieved 2026-09-04