Section 123

If a limited company is formed under this Act with only one member there shall be entered in the company's register of members , with the name and address of the sole member, a statement that the company has only one member. If the number of members of a limited company falls to one, or if an unlimited company with only one member becomes a limited company on re-registration, there shall upon the occurrence of that event be entered in the company's register of members , with the name and address of the sole member— a statement that the company has only one member, and the date on which the company became a company having only one member. If the membership of a limited company increases from one to two or more members, there shall upon the occurrence of that event be entered in the company's register of members , with the name and address of the person who was formerly the sole member— a statement that the company has ceased to have only one member, and the date on which that event occurred. If a company makes default in complying with this section, an offence is committed by— the company, and every officer of the company who is in default. A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

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