343. (a) A private company that has become a public company or a public company that has become a private company shall give notice thereof to the Registrar of Companies within fourteen days of the date of change.
(b) The Minister, after consulting with the Securities Authority, may make provisions in respect of the implementation of this section, including provisions regarding the documents to be transferred from the Registrar of Companies to theSecurities Authority or from the Authority to the Registrar.
A company that has become public or private
344. (a) A company in which the liability of its shareholders is not limited may alter its articles of association and prescribe, with the approval of the court on an application under section 350(a), and on such conditions as the court may prescribe, that the liability of the shareholders is limited; the Minister may make provisions regarding the implementation of this section.
(b) A company in which the liability of shareholders is limited may alter its articles of association with the consent of all its shareholders and determine that the liability of shareholders shall not be limited.
Alteration inliability ofshareholders
345. (a) A registered cooperative society (in this section “a society”) seeking to be registered as a company, shall prepare a plan for organization as a company and shall submit it for the approval of the Registrar of Cooperative Societies as defined in the Cooperative Societies Ordinance.
(b) The Minister, in consultation with the Minister of Labor and Welfare, may prescribe conditions under which the Registrar of Cooperative Societies may approve a plan submitted to him pursuant to the provisions of subsection (a), including conditions the aim of which is to ensure that the position of creditors of the society shall not be impaired.
(c) Where the Registrar of Cooperative Societies has approved of the plan, the plan shall be brought for approval by the general meeting of the society, of which notice, setting out the details of the plan, has been delivered according to the law twenty-one days prior to the meeting; where the plan is accepted by at least a three-quarters majority of the members entitled to vote and who voted in person or by proxy, articles of association shall be drawn up in accordance with this Law and upon submission of an application for registration, a copy of the articles of association shall be delivered to the Registrar of Companies and the fees prescribed by the Minister shall be paid.
(d) Where the Registrar of Companies has approved the registration, he shall give notice thereof to the Registrar of Cooperative Societies, who shall delete the registration of the society as a cooperative society and shall publish a notice to that effect in Reshumot; after such deletion, the Registrar of Companies shall register the society as a company.
(e) Upon registration of the society as a company, the Registrar of Cooperative Societies shall provide the Registrar of Companies with an extract of all the entries on the register of charges regarding charges created by the society prior to its being registered as a company, which existed at the time of registration, and of all documents held by the Registrar of Cooperative Societies creating or evidencing such charges, and the Registrar of Companies shall register the charges and the details in the extract relating to each charge without collecting a fee.
(f) All of the assets and liabilities of the society, including known and unknown liabilities, existent and contingent, shall be transferred upon registration to the company, and all legal proceedings to which the society is a party may be continued in such a way that the company shall be party to them.
Conversion of a cooperative society into a company