COMPANIES (NORTHERN IRELAND) ORDER 1978

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COMPANIES (NORTHERN IRELAND) ORDER 1978 - SECT 119



119.(1) A company which, at the coming into operation of this Article, is
registered as unlimited or thereafter is so registered (otherwise than by
virtue of Article 118) may be re-registered under the principal Act as limited
if a special resolution that it should be so re-registered (complying with the
requirement of paragraph (2)) is passed and an application in that behalf,
framed in the prescribed form and signed by a director or by the secretary of
the company, is lodged with the registrar of companies together with the
documents mentioned in paragraph (3) not earlier than the day on which the
copy of the resolution forwarded to him in pursuance of section 137 of the
principal Act is received by him.

(2) The said requirement is that the resolution

(a)must state the manner in which the liability of the members of the company
is to be limited and, if the company is to have a share capital, what that
capital is to be; and

(b)must

(i)if the company is to be limited by guarantee, provide for the making of
such alterations in its memorandum and such alterations in and additions to
its articles as are requisite to bring the memorandum and articles, both in
substance and in form, into conformity with the requirements of the principal
Act with respect to the substance and form of the memorandum and articles of a
company to be formed thereunder whose condition as to mode of limitation of
liability and possession of a share capital, or want of it, will be similar to
the condition of the company as to those matters which will obtain upon its
re-registration;

(ii)if the company is to be limited by shares, provide for the making of such
alterations in its memorandum as are requisite to bring it, both in substance
and in form, into conformity with the requirements of the principal Act with
respect to the substance and form of the memorandum of a company to be formed
thereunder as a company so limited, and such alterations in and additions to
its articles as are requisite in the circumstances.

(3) The documents referred to in paragraph (1) are a printed copy of the
memorandum as altered in pursuance of the resolution and a printed copy of the
articles as so altered.

(4) The registrar shall retain the application and other documents lodged with
him under paragraph (1) and shall issue to the company a certificate of
incorporation appropriate to the status to be assumed by the company by virtue
of this Article; and upon the issue of the certificate

(a)the status of the company shall, by virtue of the issue, be changed from
unlimited to limited; and

(b)the alterations in the memorandum specified in the resolution and the
alterations in, and additions to, the articles so specified shall,
notwithstanding anything in the principal Act, take effect.

(5) A certificate of incorporation issued by virtue of this Article shall be
conclusive evidence that the requirements of this Article with respect to
re-registration and of matters precedent and incidental thereto have been
complied with, and that the company was authorised to be re-registered under
the principal Act in pursuance of this Article and was duly so re-registered.

Para.(6) amends s. 64 of 1960 c.22 (NI)

(7) In the event of the winding up of a company re-registered in pursuance of
this Article, the following provisions shall have effect:

(a)notwithstanding paragraph (a) of subsection (1) of section 203 of the
principal Act (which section relates to the liability as contributories of
past and present members), a past member of the company who was a member
thereof at the time of re-registration shall, if the winding up commences
within the period of three years beginning with the day on which the company
is re-registered, be liable to contribute to the assets of the company in
respect of debts and liabilities of its contracted before that time;

(b)where no persons who were members of the company at that time are existing
members of the company, a person who, at that time, was a present or past
member thereof shall, subject to the said paragraph (a) and to the foregoing
sub-paragraph, but notwithstanding paragraph (c) of the said subsection (1),
be liable to contribute as aforesaid notwithstanding that the existing members
have satisfied the contributions required to be made by them in pursuance of
the principal Act;

(c)notwithstanding paragraphs (d) and (e) of the said sub-section (1), there
shall be no limit on the amount which a person who, at that time, was a past
or present member of the company is liable to contribute as aforesaid.

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Northern Irish Legislation

COMPANIES (NORTHERN IRELAND) ORDER 1978 - SECT 119