Clause 13

Subject to this section —

an unlimited company may convert to a limited company if it was not previously a limited company that became an unlimited company in pursuance of paragraph (b); and

a limited company may convert to an unlimited company if it was not previously an unlimited company that became a limited company in pursuance of paragraph (a) or any corresponding previous written law.(2) Where a company applies in writing to the Registrar for a change of status as provided by subsection (1) and, subject to subsections (8) and (9) of section 28 as applied by subsection (7), lodges with the application the prescribed documents relating to the application, the Registrar shall, upon registration of such prescribed documents so lodged as are registrable under this Act, issue to the company a certificate of incorporation —

appropriate to the change of status applied for; and

specifying, in addition to the particulars prescribed in respect of a certificate of incorporation of a company of that status, that the certificate is issued in pursuance of this section,and, upon the issue of such a certificate of incorporation, the company shall be deemed to be a company having the status specified therein.(3) Where the status of a company is changed in pursuance of this section, notice of the change of status shall be published in such manner (if any) as the Registrar directs.(4) In subsection (2), “prescribed documents”, in relation to an application referred to in that subsection, means —

a printed copy of a special resolution of the company —

resolving to change the status of the company and specifying the status sought;

making such alterations to the memorandum of the company as are necessary to bring the memorandum into conformity with the requirements of this Act relating to the memorandum of a company of the status sought;

making — where the company has registered articles — such alterations and additions to the articles, if any, as are necessary to bring the articles into conformity with the requirements of this Act relating to the articles of a company of the status sought;

adopting — where the company has no registered articles — such articles, if any, as are required by this Act to be registered in respect of a company of the status sought or are proposed by the company as the registered articles of the company upon the change in its status; and

changing the name of the company to a name by which it could be registered if it were a company of the status sought;

where, by a special resolution referred to in paragraph (a), the memorandum of the company is altered or the articles of the company are altered or added to, or articles are adopted by the company — a printed copy of the memorandum as altered, the articles as altered or added to, or the articles adopted, as the case may be; and

in the case of an application by a limited company to convert to an unlimited company —

the prescribed form of assent to the application subscribed by or on behalf of all the members of the company; and

a statutory declaration by a director or secretary of the company verifying that the persons by whom or on whose behalf such a form of assent is subscribed constitute the whole membership of the company and, if a member has not subscribed the form himself, that the director or the secretary making the declaration has taken all reasonable steps to satisfy himself that each person who subscribed the form was lawfully empowered so to do.(5) Subsections (2) to (6) of section 21 shall not apply to or in relation to an application under this section or to any prescribed documents in relation to the application.(6) A special resolution passed for the purposes of an application under this section shall take effect only upon the issue under this section of a certificate of incorporation of the company to which the resolution relates.(7) With such modifications as may be necessary, section 28 (except subsection (1) thereof) applies to and in respect of the proposal, passing and lodging, and the cancellation or confirmation by the Court, of a special resolution relating to a change of status as if it were a special resolution under that section.(8) A change in the status of a company in pursuance of this section does not operate —

to create a new legal entity;

to prejudice or affect the identity of the body corporate constituted by the company or its continuity as a body corporate;

to affect the property, or the rights or obligations, of the company; or

to render defective any legal proceedings by or against the company,and any legal proceedings that could have been continued or commenced by or against it prior to the change in its status may, notwithstanding the change in its status, be continued or commenced by or against it after the change in its status.”.