COMPANIES ACT - 1963 (ACT 179)

    Section - 11 - Conversion of Company Limited by Shares to Company Limited bu Guarantee

    (1) A company limited by shares may be converted into a company limited by guarantee if,

    (a) there is no unpaid liability on any of its shares;

    (b) all its members agree in writing to such conversion and to the voluntary surrender to the company for cancellation of all the shares held by them immediately prior to the conversion;

    (c) new Regulations, appropriate to a company limited by guarantee, are adopted by the company pursuant to section 22 of this Code;

    (d) a member or members agree in writing to contribute to the assets of the company, in the event of its being wound up, to an extent not less than that prescribed by subsection (3) of section 10 of this Code.

    (2) Upon delivery to the Registrar for registration of,

    (a) a copy of the said new Regulations and of the special resolution adopting the same, and

    (b) a statutory declaration by a director and the secretary of the company confirming that the conditions of the immediately preceding subsection have been complied with,

    the Registrar shall issue a new certificate of incorporation altered to meet the circumstances of the case; and as from the date mentioned in such certificate the company shall be converted into a company limited by guarantee, the shares therein shall be validly surrendered and cancelled notwithstanding the provisions of section 56 of this Code, and any members of the company who have not agreed to contribute to the assets of the company in the event of its being wound up shall cease to be members thereof:



    Provided that,

    (a) except in accordance with subsection (3) of section 15 of this Code, the company may not change the name under which it was registered prior to the conversion; but the omission of the word "Limited" as the last word of the name of the company after conversion shall not be regarded as a change of name;

    (b) if the Registrar is of the opinion that the name under which the company is registered will be misleading or undesirable on its conversion to a company limited by guarantee he shall, in accordance with subsection (5) of section 15 of this Code, direct the company to change its name and shall not issue a new certificate of incorporation until the direction has been complied with or cancelled in accordance with the provisions of that subsection;

    (c) until a new certificate of incorporation is issued the former Regulations shall continue to apply and neither the surrender of the shares of the company nor the agreement to contribute to the assets of the company in the event of its being wound up shall take effect.

    (3) The conversion of a company pursuant to the provisions of this section shall not affect any rights or obligations of the company except as mentioned in this section or render defective any legal proceedings by or against the company.