Section 102 | Re-registration of private limited company as unlimited

(1)A private limited company may be re-registered as an unlimited company if—

(a)all the members of the company have assented to its being so re-registered,

(b)the condition specified below is met, and

(c)an application for re-registration is delivered to the registrar in accordance with section 103, together with—

(i)the other documents required by that section, and

(ii)a statement of compliance.

(2)The condition is that the company has not previously been re-registered as limited.

(3)The company must make such changes in its name and its articles—

(a)as are necessary in connection with its becoming an unlimited company; and

(b)if it is to have a share capital, as are necessary in connection with its becoming an unlimited company having a share capital.

(4)For the purposes of this section—

(a)a trustee in bankruptcy of a member of the company is entitled, to the exclusion of the member, to assent to the company's becoming unlimited; and

(b)the personal representative of a deceased member of the company may assent on behalf of the deceased.

(5)In subsection (4)(a), “a trustee in bankruptcy of a member of the company” includes—

(a)a trustee or interim trustee in the sequestration under the Bankruptcy (Scotland) Act 2016 of the estate of a member of the company;^F1

(b)a trustee under a protected trustee deed (within the meaning of the Bankruptcy (Scotland) Act 2016) granted by a member of the company.^F2