Companies Act 2014 section 59

Adoption of new constitution by members

Section 59 deals with how the members of an existing private company can voluntarily adopt a new-style constitution under the Companies Act 2014 and convert to a private company limited by shares governed by Parts 1 to 15 of the Act.

• An existing private company may adopt a new constitution by passing a special resolution in accordance with its existing memorandum and articles, provided it complies with the rules on varying members' rights and obligations.
• Once the new constitution is adopted and delivered to the Registrar in the prescribed form before the end of the transition period, the company becomes a private company limited by shares under Parts 1 to 15 of the Act.
• The new constitution does not need to include supplemental regulations where those matters are already covered by Parts 1 to 15, but the company name requirements under sections 19 and 26(1) must be met regardless of any previous exemptions under the older Companies Acts.
• Upon registration of the new constitution, the Registrar issues the company with a fresh certificate of incorporation confirming its status as a private company limited by shares.