Companies Act 2014 section 1299

Particular requirements for re-registration of company as a DAC limited by guarantee

Section 1299 sets out the specific additional requirements that must be met when a company wishes to re-register as a designated activity company (DAC) limited by guarantee, depending on whether the company is currently a PLC, an unlimited company, or a company with share capital.

• A PLC must ensure any challenge period for cancelling the special resolution has expired or been resolved, and a certified copy of any court order confirming the resolution must be delivered to the Registrar
• An unlimited company must include in its special resolution a statement that members' liability will be limited, as reflected in the constitutional changes made by that resolution
• A company with share capital must obtain the assent of all its members, deliver a prescribed form of assent to the Registrar, and — unless its allotted share capital is fully unpaid and within certain limits — obtain court approval and directions on how to treat its capital in the new structure
• For the purposes of obtaining member assent, a deceased member's personal representative may sign on behalf of that member, and a bankrupt member's assignee in bankruptcy is treated as the member to the exclusion of the bankrupt individual

---