COMPANIES ACT 1963 – SECT 328 Companies capable of being registered.
328.—(1) With the exceptions and subject to the provisions contained in this section—
( a ) any company consisting of seven or more members, which was in existence on the 2nd day of November, 1862, including any company registered under the Joint Stock Companies Acts; and
( b ) any company formed after the date aforesaid, whether before or after the operative date, in pursuance of any statute other than this Act, or of letters patent, or being otherwise duly constituted according to law, and consisting of seven or more members;
may at any time register under this Act as an unlimited company, or as a company limited by shares, or as a company limited by guarantee; and the registration shall not be invalid by reason that it has taken place with a view to the company’s being wound up.
(2) This section shall not apply to a company registered under the Companies Act, 1862, or the Companies (Consolidation) Act, 1908, or to a company which has not its registered office or principal place of business in the State.
(3) A company having the liability of its members limited by statute or letters patent, and not being a joint stock company as hereinafter defined, shall not register in pursuance of this section.
(4) A company, having the liability of its members limited by statute or letters patent, shall not register in pursuance of this section as an unlimited company or as a company limited by guarantee.
(5) A company that is not a joint stock company as hereinafter defined shall not register in pursuance of this section as a company limited by shares.
(6) A company shall not register in pursuance of this section without the assent of a majority of such of its members as are present in person or by proxy at a general meeting summoned for the purpose.
(7) Where a company, not having the liability of its members limited by statute or letters patent, is about to register as a limited company, the majority required to assent as aforesaid shall consist of not less than three-fourths of the members present in person or by proxy at the meeting.
(8) Where a company is about to register as a company limited by guarantee, the assent to its being so registered shall be accompanied by a resolution declaring that each member undertakes to contribute to the assets of the company, in the event of its being wound up while he is a member, or within one year after he ceases to be a member, for payment of the debts and liabilities of the company contracted before he ceased to be a member, and of the costs and expenses of winding up and for the adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding a specified amount.
(9) In computing any majority under this section when a poll is demanded, regard shall be had to the number of votes to which each member is entitled according to the regulations of the company.