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COMPANIES (NORTHERN IRELAND) ORDER 1978 - SECT 118

118.(1) A company which, at the coming into operation of this Article, is
registered as limited or thereafter is so registered (otherwise than in
pursuance of Article 119) may be re-registered under the principal Act as
unlimited in pursuance of an application in that behalf complying with the
requirement of paragraph (2), framed in the prescribed form and signed by a
director or by the secretary of the company and lodged with the registrar of
companies together with the documents mentioned in paragraph (3).

(2) The said requirement is that the application must

(a)set out such alterations in the company's memorandum as,

(i)if it is to have a share capital, are requisite to bring it, both in
substance and in form, into conformity with the requirements imposed by the
principal Act with respect to the substance and form of the memorandum of a
company to be formed under that Act as an unlimited company having a share
capital; or

(ii)if it is not to have a share capital, are requisite in the circumstances;
and

(b)if articles have been registered, set out such alterations therein and
additions thereto as,

(i)if it is to have a share capital, are requisite to bring them, both in
substance and in form, into conformity with the requirements imposed by the
principal Act with respect to the substance and form of the articles of a
company to be formed thereunder as an unlimited company having a share
capital; or

(ii)if it is not to have a share capital, are requisite in the circumstances;
and

(b)if articles have not been registered, have annexed thereto, and request the
registration of, printed articles, being, if the company is to have a share
capital, articles complying with the said requirements and, if not, articles
appropriate to the circumstances.

(3) The documents referred to in paragraph (1) are

(a)the prescribed form of assent to the company's being registered as
unlimited subscribed by or on behalf of all the members of the company;

(b)a statutory declaration made by the directors of the company that the
persons by whom or on whose behalf the form of assent is subscribed constitute
the whole membership of the company and, if any of the members have not
subscribed that form themselves, that the directors have taken all reasonable
steps to satisfy themselves that each person who subscribed it on behalf of a
member was lawfully empowered so to do;

(c)a printed copy of the memorandum incorporating the alterations therein set
out in the application; and

(d)if articles have been registered, a printed copy thereof incorporating the
alterations therein and additions thereto set out in the application.

(4) The registrar shall retain the application and other documents lodged with
him under paragraph (1), shall, if articles are annexed to the application,
register them and shall issue to the company a certificate of incorporation
appropriate to the status to be assumed by the company by virtue of this
Article; and upon the issue of the certificate

(a)the status of the company shall, by virtue of the issue, be changed from
limited to unlimited; and

(b)the alterations in the memorandum set out in the application and (if
articles have been previously registered) any alterations and additions to the
articles so set out shall, notwithstanding anything in the principal Act, take
effect as if duly made by resolution of the company and the provisions of the
principal Act shall apply to the memorandum and articles as altered or added
to by virtue of this Article accordingly.

(5) A certificate of incorporation issued by virtue of this Article shall be
conclusive evidence that the requirements of this Article with respect to
re-registration and of matters precedent and incidental thereto have been
complied with, and that the company was authorised to be re-registered under
the principal Act in pursuance of this Article and was duly so re-registered.

(6) Where a company is re-registered in pursuance of this Article, a person
who, at the time when the application for it to be re-registered was lodged,
was a past member of the company and did not thereafter again become a member
thereof shall not, in the event of the company's being wound up, be liable to
contribute to the assets of the company more than he would have been liable to
contribute thereto had it not been so re-registered.

(7) For the purposes of this Article

(a)subscription to a form of assent by the legal personal representative of a
deceased member of a company shall be deemed to be subscription by him;

(b)the assignees or trustee in bankruptcy of a person who is a member of a
company shall, to the exclusion of that person, be deemed to be a member of
the company.

© 1978 Crown Copyright

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