A private limited company may convert itself into an unlimited company if—
- All the members of the company have assented to its conversion.
- The company has not previously been registered as an unlimited company.
Where a company lodges an application for the conversion of a public company to unlimited company it is must make changes in its name and articles as are necessary.
Requirements for Application for Registration of Conversion of Company into Unlimited Company
The Registrar is not to register the conversion of a company as an unlimited company unless the application for registration contains a statement of the company’s new name on conversion and is accompanied by the prescribed form of assent to the company’s being registered as an unlimited company, authenticated by or on behalf of all the members of the company and a copy of the company’s articles as proposed to be amended.
An application for the conversion of a public company to unlimited company is lodged in Form CR 17, Application for Registration of Conversion of Company at a cost of Kshs 7000.
The application is accompanied by the following documents and the fees payable for lodging each document is Kshs. 2000 each-
- Amendment Memorandum
- Form CR 19, the Notice of Special/Ordinary Resolution Required By Companies Act To Be Lodged With Registrar.
- Form CR 18, the Application by Company to Have Its Name Struck Off the Register.
- Form CR 15, the Notice of Change of Name by Means Provided for In a Company’s Articles.
- The Registrar is to thereafter issue a Certificate of Conversion once the application is processed by the Companies registry within 2 days.
REFERENCES
Companies Act, 2015
