Commonwealth Numbered Acts

COMPANIES ACT 1981 No. 89 of 1981 - SECT 69

69. (1) Subject to this section-

   (a)  an unlimited company may convert to a limited company if it was not,
        within the previous 3 years, a limited company that became an
        unlimited company pursuant to paragraph (e) or any corresponding
        provision of a previous law of the Territory;

   (b)  a no liability company all the issued shares in which are fully paid
        up may convert to a company limited by shares;

   (c)  a company limited by shares may convert to a company limited both by
        shares and by guarantee;

   (d)  a company limited by guarantee may convert to a company limited both
        by shares and by guarantee; and

   (e)  a limited company may convert to an unlimited company.

(2) Where a company applies in writing to the Commission for a change of
status as provided by sub-section (1) and, subject to sub-sections 73 (11),
(12) and (13) as applied by sub-section (7) of this section, lodges with the
application the prescribed documents relating to the application, the
Commission shall issue to the company a certificate of incorporation-

   (a)  appropriate to the change of status applied for; and

   (b)  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 pursuant to this section, and, upon the issue of
        such a certificate of incorporation, the company is a company having
        the status specified in the certificate.

(3) Where the status of a company is changed pursuant to this section, notice
of the change of status shall be published by the company in such manner (if
any) as the Commission directs.
(4) In sub-section (2), ''prescribed documents'', in relation to an
application referred to in that sub-section, means-

   (a)  a printed copy of a special resolution of the company-

        (i)    resolving to change the status of the company and specifying
               the status sought;

        (ii)   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;

        (iii)  in the case of a company that has registered articles-making
               such alterations and additions (if any) to the articles 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;

        (iv)   in the case of a company that has no registered
               articles-adopting 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

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

   (b)  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

   (c)  in the case of an application by a limited company to convert to an
        unlimited company-

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

        (ii)   a statement in writing 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 secretary making the
               statement has taken all reasonable steps to satisfy himself
               that each person who subscribed the form was lawfully empowered
               so to do.

(5) The provisions of sub-sections 72 (2) to (10), inclusive, do 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 takes 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 are necessary, sub-sections 73 (6) to (13),
inclusive, apply 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
section 73.

(8) A change in the status of a company pursuant to this section does not
operate-

   (a)  to create a new legal entity;

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

   (c)  to affect the property, or the rights or obligations, of the company;
        or

   (d)  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 the company before 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.