Effect Of Registration Under This Part (Section 371)
Updated: Oct 18, 2022
Section 371: Effect of Registration
The provisions for Section 371 of the Companies Act 2013 are,
(1) Subsections (2) to (7) apply when a company is registered by this Part.
(2) All provisions of any Act of Parliament or other law in force at the time, or any other instrument constituting or regulating the company, including, in the case of a company limited by guarantee, the resolution declaring the amount of the guarantee, shall be deemed to be conditions and regulations of the company in the same manner and with the same incidents as if the company had been formed undisclosed among items that have been registered
(3) The company and its members, contributors, and creditors shall be subject to all of the requirements of this Act in the same way as if they had been founded under this Act, subject to the following:
(a) Schedule I, Table F, shall not apply until and until it is adopted by special resolution;
(b) Any corporation whose shares are not numbered is exempt from the requirements of this Act related to sharing numbering;
(c) If the company is wound up, every person who is liable to pay or contribute to the payment of any debt or liability contracted before registration, or to pay or contribute to the payout of any sum for the adjustment of the rights of the members among themselves in regard of any such debt or liability, or to pay or contribute to the reimbursement of any sum for the adjustment of the rights of the members with themselves in respect of any such debt or liability, shall be contributory.
(d) if the company is wound up, each contributory shall be liable to contribute to the company's assets in the course of the winding-up all sums due from him in respect of any such liability as aforesaid; and in the event of the death or insolvency of any contributory, the provisions of this Act concerning the legal representatives of deceased contributors, or concerning the assignees of insolvent contributories, as the case may be, shall apply.
(4) This Act's provisions concerning—
(a) the conversion of an unlimited corporation into a limited corporation;
(b) the ability of an unlimited company to raise the nominal amount of its share capital upon registration as a limited company, and to a provision that a portion of its share capital cannot be called up save in the event of winding up;
(c) notwithstanding anything in any Act of Parliament or other law in force, or other instrument constituting or regulating the company, the power of a limited company to determine that a portion of its share capital shall not be capable of being called up except in the event of winding up, shall apply.
(5) Nothing in this section authorizes the company to change any provisions in any instrument creating or regulating the company that would have been required to be included in the memorandum if the company had been created under this Act and are not permitted to be changed by this Act.
(6) Except as provided in section 242, no provision of this Act affects the company's ability to change its constitution or rules, which may be vested in it by any Act of Parliament or other legislation now in effect, or any other document creating or governing the company.
(7) In this section, "instrument" refers to a deed of settlement, a deed of partnership, or a deed of trust.