A private limited company may be re-registered as an unlimited company if—
all the members of the company have assented to its being so re-registered,
the condition specified below is met, and
an application for re-registration is delivered to the registrar in accordance with section 103, together with—
the other documents required by that section, and
a statement of compliance.
The condition is that the company has not previously been re-registered as limited.
The company must make such changes in its name and its articles—
as are necessary in connection with its becoming an unlimited company; and
if it is to have a share capital, as are necessary in connection with its becoming an unlimited company having a share capital.
For the purposes of this section—
a trustee in bankruptcy of a member of the company is entitled, to the exclusion of the member, to assent to the company's becoming unlimited; and
the personal representative of a deceased member of the company may assent on behalf of the deceased.
In subsection (4)(a), "a trustee in bankruptcy of a member of the company" includes—
a trustee or interim trustee in the sequestration under the Bankruptcy (Scotland) Act 2016 of the estate of a member of the company;
a trustee under a protected trustee deed (within the meaning of the Bankruptcy (Scotland) Act 2016) granted by a member of the company.