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.
- An application for registration of the conversion is lodged with the Registrar in accordance with requirements for the application for registration of conversion of company into unlimited company.
Such a company is to make changes in its name and articles of association as are necessary in connection with its becoming an unlimited company.
A bankruptcy trustee in respect of the estate of a bankrupt member of the company is entitled to the exclusion of the member to assent to the company’s becoming unlimited and the executor or administrator of a deceased member of the company may assent on behalf of the deceased.
Requirements for the 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.
- A copy of the company’s articles as proposed to be amended.
The Registrar is to register the conversion of a private limited company into an unlimited company if satisfied that the application for registration complies with the requirements of Section 84 of the Companies Act, 2015.
Where a company does not already have a unique identifying number, the Registrar is to allocate such a number to the company.
The Registrar is to issue a certificate of incorporation to the company stating the company’s unique identifying number and that the company is an unlimited company. The certificate of incorporation is conclusive evidence that the requirements of the Companies Act, 2015 as to registration of the conversion have been complied with.
On the issue of the certificate of incorporation the company becomes an unlimited company and the changes in the company’s name and articles take effect.
The costs for lodging Application for the Registration of the Conversion of a Private Limited Company to Unlimited Company is Kshs. 7000 and is processed within two days.
This application is lodged in Form CR 17, the Application for registration of conversion of company and is accompanied by the following documents-
- Amendment Memorandum. The fees payable for lodging the memorandum is Kshs 2000.
- CR 19, the Notice of Special/Ordinary Resolution Required by Companies Act, 2015. The fees payable for lodging the notice is Kshs 2000.
- CR 18, Application by Company to Have its Name Struck Off the Register. The fees payable for lodging the application is Kshs 2000.
- CR 15, Notice of Change of Name by Means provided for in a Company’s Articles. The fees payable for lodging the notice is Kshs 2000.
REFERENCES
Companies Act, 2015
