Companies Act Section 371 — Effect of registration under this Part
CHAPTER XXI
Commercial / Corporate
Summary
Sub-section (1) states that once a company is registered under this Part of the Act, the rules in sub-sections (2) to (7) will apply to it.
Sub-section (2) says that all the provisions in any existing law, Act of Parliament, or document that formed or regulated the company — including, for a company registered as limited by guarantee, the resolution setting the guarantee amount — will be treated as the company's conditions and regulations. This works as if the parts that would have been in a memorandum, had the company been formed under this Act, were in a registered memorandum, and the rest were in registered articles.
Sub-section (3) provides that all provisions of this Act apply to the company, its members, contributories, and creditors, just as if the company had been formed under this Act, with these exceptions: clause (a) says Table F in Schedule I does not apply unless adopted by a special resolution; clause (b) says the Act's rules on numbering shares do not apply to a company whose shares are not numbered; clause (c) says that if the company is wound up, any person who is liable to pay or contribute to any debt or liability contracted before registration, or to pay for adjusting members' rights regarding such debts, or to pay winding-up costs related to those debts, becomes a contributory; clause (d) says that in a winding up, each contributory must contribute all sums due from him for such liabilities, and if a contributory dies or becomes insolvent, the Act's provisions on legal representatives of deceased contributories or assignees of insolvent contributories apply.
Sub-section (4) states that the Act's provisions on three matters apply despite anything in any existing law or document constituting or regulating the company: clause (a) covers registering an unlimited company as a limited company; clause (b) covers the powers of an unlimited company, on registering as limited, to increase its nominal share capital and to specify that part of its share capital cannot be called up except in a winding up; clause (c) covers the power of a limited company to decide that part of its share capital cannot be called up except in a winding up.
Sub-section (5) says that nothing in this section allows the company to alter any provisions in its constituting or regulating documents that, if the company had originally been formed under this Act, would have had to be in the memorandum and are not allowed to be altered by this Act.
Sub-section (6) provides that none of the Act's provisions, apart from section 242, take away any power the company may have to alter its constitution or regulations under any existing law or document constituting or regulating it.
Sub-section (7) defines the expression "instrument" for this section to include a deed of settlement, deed of partnership, or limited liability partnership.
Official Text
(1) When a company is registered in pursuance of this Part, sub-sections
(2) to
(7) shall apply.
(2) All provisions contained in any Act of Parliament or any other law for the time being in force, or other instrument constituting or regulating the company, including, in the case of a company registered as a company limited by guarantee, the resolution declaring the amount of the guarantee, shall be deemed to be conditions and regulations of the company, in the same manner and with the same incidents as if so much thereof as would, if the company had been formed under this Act, have been required to be inserted in the memorandum, were contained in a registered memorandum, and the residue thereof were contained in registered articles.
(3) All the provisions of this Act shall apply to the company and the members, contributories and creditors thereof, in the same manner in all respects as if it had been formed under this Act, subject as follows:—
(a) Table F in Schedule I shall not apply unless and except in so far as it is adopted by special resolution;
(b) the provisions of this Act relating to the numbering of shares shall not apply to any company whose shares are not numbered;
(c) in the event of the company being wound up, every person shall be a contributory, in respect of the debts and liabilities of the company contracted before registration, who is liable to pay or contribute to the payment of any debt or liability of the company contracted before registration, or to pay or contribute to the payment of any sum for the adjustment of the rights of the members among themselves in respect of any such debt or liability, or to pay or contribute to the payment of the costs, charges and expenses of winding up the company, so far as relates to such debts or liabilities as aforesaid;
(d) in the event of the company being wound up, every contributory shall be liable to contribute to the assets of the company, in the course of the winding up, all sums due from him in respect of any such liability as aforesaid; and in the event of the death or insolvency of any contributory, the provisions of this Act with respect to the legal representatives of deceased contributories, or with respect to the assignees of insolvent contributories, as the case may be, shall apply.
(4) The provisions of this Act with respect to—
(a) the registration of an unlimited company as a limited company;
(b) the powers of an unlimited company on registration as a limited company, to increase the nominal amount of its share capital and to provide that a portion of its share capital shall not be capable of being called-up except in the event of winding up;
(c) the power of a limited company to determine that a portion of its share capital shall not be capable of being called-up except in the event of winding up, shall apply, notwithstanding anything in any Act of Parliament or any other law for the time being in force, or other instrument constituting or regulating the company.
(5) Nothing in this section shall authorise the company to alter any such provisions contained in any instrument constituting or regulating the company as would, if the company had originally been formed under this Act, have been required to be contained in the memorandum and are not authorised to be altered by this Act.
(6) None of the provisions of this Act (apart from those of section 242) shall derogate from any power of altering its constitution or regulations which may be vested in the company, by virtue of any Act of Parliament or any other law for the time being in force, or other instrument constituting or regulating the company.
(7) In this section, the expression “instrument” includes deed of settlement, deed of partnership, or limited liability partnership.