Territorial Extent and Devolution Private limited company becoming unlimited Section 103: Application and accompanying documents
221.This section replaces section 49(8) and (8A) of the 1985 Act. It prescribes the contents of the application for re-registration where a company is proposing to re-register from private limited to unlimited and the documents/information that must accompany this application. The current requirement for a statutory declaration made by the directors on application for re-registration as an unlimited company is replaced by a requirement for a statement of compliance. Unlike other statements of compliance made under the Act (see, for example, section 13) the statement of compliance made on application for re-registration as an unlimited company must contain a statement made by the directors confirming that:
	the persons by whom or on whose behalf the form of assent is authenticated constitute the whole membership of the company; and
	if any of the members have not authenticated that form themselves, that the directors have taken all reasonable steps to satisfy themselves that each person who authenticated it on behalf of a member was lawfully empowered to do so.
222.The contents of the directors’ statement carry forward the provisions of section 49(8) of the 1985 Act.