All sections · Part X: Conversions · Sub-Part II: Conversion of an ordinary company into an international business company and

194 Conversion of international business company into ordinary company

This section has been amended. The text above is the 2016 wording; the amending provisions follow.

(1) An international business company may be converted into an ordinary
company, in accordance with the provisions of this section.
into Ordinary Company

(2) The company shall pass a special resolution —

(a) approving the conversion of the company into an ordinary
company;

(b) approving the alteration of its memorandum and articles such as
to conform to the requirements of the Companies Act with
respect to with the memorandum and articles of a company to be
incorporated as an ordinary company.

(3) The company shall file with the Ordinary Company Registrar —

(a) an extract of the special resolution passed under subsection (2);

(b) its proposed altered memorandum and articles;

(c) a certificate of good standing issued under this Act by the
Registrar in respect of the company; and

(d) a declaration of compliance or an extract thereof.

(4) Upon receipt of the documents specified in subsection (3) accompanied
by any relevant fee specified under the Companies Act, the Ordinary
Company Registrar shall —

(a) register the altered memorandum and articles;

(b) issue a certificate of conversion into ordinary company to the
company; and

(c) notify in writing the Registrar of the conversion.

(5) The certificate of conversion into ordinary company shall be signed and
sealed by the Ordinary Company Registrar.

(6) The conversion of the company into an ordinary company shall take
effect from the date of issuance by the Ordinary Company Registrar of
the certificate of conversion into an ordinary company.

(7) On receipt of notification under subsection (4)(c), the Registrar shall
strike the name of the company off the Register.

Amended since 2016

Act 19 of 2024 · 2024-12-18
12. Section 194 of the principal Act is amended by inserting a new
subsection after subsection (7) as follows —
“(8) The Registrar shall publish a Notice of the striking of
the name of a company off the Register under subsection (7) in the
Gazette.”
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