Companies Act 2014 section 1259

Membership of a PULC

Section 1259 sets out the rules governing who may become a member of a public unlimited company (PULC), how membership is acquired and lost, and the reporting obligations when membership numbers increase beyond the registered figure.

  • Subscribers to the memorandum automatically become members on registration; other persons become members only when admitted by the directors (or under constitutional provisions) and entered in the register of members
  • The articles must state the proposed registered number of members, and any increase beyond that number must be notified to the Registrar within 15 days or the company and its officers commit a category 4 offence
  • A member may resign by serving notice on the directors, and β€” unless the constitution provides otherwise β€” the directors may also terminate a member's membership by serving notice; membership also ends automatically on death
  • Unless the constitution states otherwise, every member has one vote; the articles may also set a maximum number of members, subject to the directors' power to register an increase

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