Section 109

A public company limited by shares may be re-registered as an unlimited private company with a share capital 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 110, 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, or as unlimited. The company must make such changes— as are necessary in connection with its becoming an unlimited private company. in its name, and in its articles, 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 re-registration; 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