1964_COMPANIES_ORDINANCE — Page 258

1984 Ed.]

(b) shall-

Companies

[CAP. 32

29

(i) if the company is to be limited by guarantee, provide for the making of such alterations in its memorandum and such alterations in and additions to its articles as are requisite to bring the memorandum and articles, both in substance and in form, into conformity with the require- ments of this Ordinance with respect to the substance and form of the memorandum and articles of a company to be formed thereunder whose condition as to mode of limita- tion of liability and possession of a share capital (or want of it) will be similar to the condition of the company as to those matters which will obtain upon its re-registration;

(ii) if the company is to be limited by shares, provide for the making of such alterations in its memorandum as are requisite to bring it, both in substance and in form. into conformity with the requirements of this Ordinance with respect to the substance and form of the memoran- dum of a company to be formed thereunder as a company so limited, and such alterations in and additions to its articles as are requisite in the circumstances.

(3) The documents referred to in subsection (1) are a printed copy of the memorandum as altered in pursuance of the resolution and a printed copy of the articles as so altered.

(4) The Registrar shall retain the application and other docu- ments lodged with him under subsection (1) and shall issue to the company a certificate of incorporation appropriate to the status to be assumed by the company by virtue of this section; and upon the issue of the certificate-

(a) the status of the company shall, by virtue of the issue, be

changed from unlimited to limited; and

(b) the alterations in the memorandum specified in the re- solution and the alterations in, and additions to, the articles so specified shall, notwithstanding anything in this Ordinance, take effect.

(5) A certificate of incorporation issued by virtue of this section shall be conclusive evidence that the requirements of this section with respect to re-registration and of matters precedent and incidental thereto have been complied with, and that the company was authorized to be re-registered under this Ordinance in pursuance of this section and was duly so re-registered.

(6) In the event of the winding up of a company re-registered in pursuance of this section, the following provisions shall have effect-

(a) notwithstanding section 170(1)(a), a past member of the company who was a member thereof at the time of re-registration shall, if the winding up commences within the period of 3 years beginning with the day on which the