ACT 125

COMPANIES ACT 1965 (REVISED - 1973)

PART III - CONSTITUTION OF COMPANIES

DIVISION 2 - POWERS

Section 25. Registration of unlimited company as limited, etc.

(1) Subject to this section, an unlimited company may convert to a limited company by passing a special resolution determining so to convert and lodging with the Registrar for registration a copy of the resolution. (2) On the lodging of the copy of the resolution the Registrar shall, subject to this Act— (a) register the copy; (b) make such endorsements in or alterations to his registers as are necessary to record the effect of the resolution with respect to the conversion; and (c) issue to the company a certificate of incorporation of the company altered to meet the circumstances of the case and cancel the previous certificate of incorporation of the company. (3) On issuing the certificate of incorporation the Registrar may, by notice in writing served on the company, dispense with the lodging by the company of any document which had been lodged with him on the occasion of or subsequent to the incorporation of the company. (4) The conversion shall take effect on the issue of the certificate of incorporation under subsection (2) and the memorandum shall thereupon be altered in accordance with the terms of the resolution. (5) A conversion of a company pursuant to this section shall not affect the identity of the company or any rights or obligations of the company or 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 conversion may, notwithstanding the conversion, be continued or commenced by or against it after the conversion.