Companies Act 2014 section 1285

Procedure generally for re-registration

Section 1285 sets out the general procedure a company must follow to re-register as a different type of company, including the required resolutions, documents, and the role of the Registrar in issuing a new certificate of incorporation.

• A special resolution must be passed to approve the re-registration and amend the company's constitution to conform with the requirements of the new company type.
• An application in the prescribed form, signed by a director or secretary, must be delivered to the Registrar along with the special resolution, the amended constitution, and a statement of compliance.
• Once satisfied, the Registrar issues a new certificate of incorporation, at which point the company becomes the new company type and the law applicable to that type applies from that date.
• Re-registration does not affect existing rights, obligations, or legal proceedings — any proceedings that could have been brought against the company in its former status may continue or commence under its new status.

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