Companies Act 2014 section 1041

Supplemental provisions in relation to section 1040 (including definition of "relevant period")

Section 1041 sets out the procedural formalities for re-registering a PLC that holds its own shares, including the role of the Registrar, the legal effect of the new certificate of incorporation, the extension of these rules to companies that later become PLCs, and the definition of the "relevant period" within which such shares must be disposed of or cancelled.

• Where the Registrar is satisfied a PLC must re-register under section 1040, the Registrar retains the application documents and issues a new certificate of incorporation, which serves as conclusive evidence that all re-registration requirements have been met
• On issue of the new certificate, the company becomes the type of company stated in the certificate, and all constitutional changes set out in the relevant resolution take effect automatically
• If a company that already holds its own shares (through forfeiture, surrender, nominee acquisition, or acquisition with financial assistance) subsequently re-registers as a PLC, it must comply with section 1040 as if it had been a PLC all along — but the relevant disposal period runs from the date of re-registration, not the original acquisition date
• The "relevant period" within which a PLC must cancel or dispose of its own shares is three years for shares forfeited, surrendered, or acquired by a nominee, and one year for shares acquired by a person with financial assistance from the PLC