Changing from a private company to a public company (Operating Decisions)- FS Flashcards
(10 cards)
Under what statutory provision can a private company re-register as a public limited company?
Section 90 of the Companies Act 2006 sets out the procedure for a private company to re-register as a public company limited by shares, provided specific conditions and compliance requirements are met.
What resolution is required for a private company to begin the re-registration process as a public company?
A special resolution must be passed by the shareholders at a general meeting to approve the re-registration as a public limited company.
What are the statutory conditions a private company must meet to re-register as a public company under Section 90?
- Have a share capital,
- Satisfy the requirements of Section 91 (share capital),
- Meet Section 92 requirements (net assets),
- If applicable, comply with Section 93 (non-cash share allotments), and:
- Not have previously re-registered as unlimited.
What changes must be made to the company’s structure as part of re-registration from private to public?
The company must change its name to include “PLC” or “public limited company” and amend its Articles of Association to reflect the status and requirements of a public company.
What type of articles must be adopted by a private company transitioning to a public limited company?
The company must either adopt the model articles for public companies or amend its existing articles to comply with the requirements applicable to public companies.
What form of evidence confirms the company has been successfully re-registered as a public company?
A Certificate of Incorporation on Re-registration issued by the registrar, stating the date of re-registration and confirming the company is now a public limited company.
Under which section does the registrar re-register the company and issue a new certificate?
Section 96 of the Companies Act 2006 authorizes the registrar to re-register the company and issue an updated certificate once all requirements are satisfied.
What is the legal effect of the issuance of a Certificate of Incorporation on Re-registration?
Upon issue, the company becomes a public company, and the changes to its name and articles take effect immediately by virtue of the certificat
If a statement under Section 95 is included in the re-registration application, what is its effect?
Any named individual(s) in the statement are deemed to be appointed as secretary or joint secretary of the company upon re-registration.
What is the evidential status of the Certificate of Incorporation issued upon re-registration?
It is conclusive evidence that the company has complied with the statutory requirements under the Companies Act for re-registration as a public company.
