Companies Act (Cap. 386), article 213

213. (1) A private company may change its status to a public company by altering its memorandum or articles and incorporatin g in such alteration all those changes required by the provisions of this Act for a company to hold the status of a public company, including the removal of the restrictions resulting by virtue of the provisions of article 209 which conflict with the status of a p ublic company. (2) The alteration referred to in sub-article (1) shall not take effect unless and until it is r egistered and the provisions of article 79(2) shall apply thereto. (3) The Registrar shall, upon the registration referred to in su b- article (2), enter in the regist er the fact of such change as r eferred to in sub-article (1) and he shall is sue a certificate of registra tion altered to reflect that change. (4) A public company may change its status to a private 142 CAP. 386.] COMP ANIES company if, after having effected compliance with the restricti ons resulting by virtue of the provisions of article 209, it alters its memorandum or articles, incorpora ting in such alteration all th ose changes required by the provisions of this Act for a company to hold the status of a private company, including the introductio n of the restrictions resulting by vir tue of the provisions of artic le 209. (5) The alteration referred to in sub-article (4) shall not take effect unless and until that alt eration, accompanied by a decla ration made by the directors of the company that the company is effectively in compliance with t he provisions of article 209, i s registered, and the provisions of article 79(2) shall apply the reto. (6) The Registrar shall, upon the registration referred to in su b- article (5), enter in the register the fact of such change as r eferred to in sub-article (4) and he shall issue a certificate of registra tion altered to reflect that change. (7) A private company may change its status to an exempt company if, after having effected compliance with the condition s laid down in article 211, it alters its memorandum or articles by incorporating therein a ll the said conditions. (8) The alteration referred to in sub-article (7) shall not take effect unless and until that alt eration, accompanied by a decla ration made by the directors of the company that the company is effectively in compliance with the provisions of article 211, i s registered, and the provisions of article 79(2) shall apply the reto. (9) An exempt company which resolves not to continue fulfilling any of the conditions of article 211, shall change i ts status to a private company by altering its memorandum or articles to remove any such conditions. (10) The alteration referred to in sub-article (9) shall not tak e effect unless and until it is registered and the provisions of article 79(2) shall apply thereto. (11) Where a private company changes its status to a public company in accordance with the provisions of this article, the company shall, in addition to the documents referred to in sub- article (2), deliver to the Registrar for registration - (a) a copy of a balance sheet prepared as at a date being not more than four months before the date of the registration of the alteration referred to in sub-article (1), together with a report of the company’s auditors in relation to that balance sheet; and (b) a written statement by the company’s auditors that in their opinion the balance sheet shows that at the balance sheet date the amount of the company’s net assets was not less than the aggregate of its called up issued share capital and undistributable reserves; and (c) a d e c l a r a t i o n b y a n y d i r e c t o r o f t h e c o m p a n y t h a t between the balance sheet date and the date of delivery of the alteration to the Registrar for registration, there has been no change in the co mpany’s financial position COMP ANIES [CAP. 386. 143 that has resulted in the amount of its net assets b e c o m i n g l e s s t h a n t h e a g g r e g a t e o f i t s c a l l e d u p issued share capital and undistributable reserves. In this sub-article, "net assets" shall have the same meaning assigned to it under article 193(2). (12) A private company which proceeds to change its status to a public company in accordance with the provisions of this articl e shall not allot or propose to a llot shares for a consideration otherwise than in cash at any time between the date of the bala nce sheet and the date of delivery of the alteration referred to in sub- article (11). (13) Where a public company changes its status to a private company in accordance with the provisions of this article, it s hall be required to redeem the shares held by the dissenting members , if they so request, on such terms as may be agreed or as the court , on a demand of either the company or the dissenting members, think s fit to order. Undertakings required to report on payments to governments. Added by: XXXI. 2015.19.