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Section 106: Application and accompanying documents

Companies Act 2006 · 2006 c. 46View on legislation.gov.uk

Part 7: Re-registration as a means of altering a company's status

An application for re-registration as a limited company must contain a statement of the company's proposed name on re-registration.

The application must be accompanied by—

a copy of the resolution that the company should re-register as a private limited company (unless a copy has already been forwarded to the registrar under Chapter 3 of Part 3);
if the company is to be limited by guarantee, a statement of guarantee;
a copy of the company's articles as proposed to be amended.

The statement of guarantee required to be delivered in the case of a company that is to be limited by guarantee must state that each member undertakes that, if the company is wound up while he is a member, or within one year after he ceases to be a member, he will contribute to the assets of the company such amount as may be required for—

payment of the debts and liabilities of the company contracted before he ceases to be a member,
payment of the costs, charges and expenses of winding up, and
adjustment of the rights of the contributories among themselves,

not exceeding a specified amount.

The statement of compliance required to be delivered together with the application is a statement that the requirements of this Part as to re-registration as a limited company have been complied with.

The registrar may accept the statement of compliance as sufficient evidence that the company is entitled to be re-registered as a limited company.

About this text

This legislation text comes from legislation.gov.uk. Contains public sector information licensed under the Open Government Licence v3.0. These source and reuse terms cover the legislation text, not Remedy's commentary.

Reuse reviewed 21 August 2026 under Open Government Licence v3.0.