Companies Act 2014 section 1295

Power of unlimited company to provide for reserve share capital on re-registration

Section 1295 deals with the power of an unlimited company with share capital to create reserve share capital when it re-registers as a limited company.

• An unlimited company with share capital may re-register as a limited company by passing a special resolution.
• It may increase the nominal value of each share, provided the increased amount can only be called up if the company is wound up.
• It may designate a specified portion of its existing uncalled share capital as callable only in a winding up.
• Both options create a reserve of share capital that acts as a buffer available solely for the protection of creditors on a winding up.