This one arose when we had a trust that owned fixed property. We wanted to convert an existing CC to a company, then use s42 to slot it between the trust and the property.

The problem was that a CC does not have authorised capital, so the members are in total always 100% owners of the CC.

s42 requires the issue of new shares in exchange for the asset, but if the authorised share capital after conversion was only 100 shares, we would have to first increase the authorised share capital before we could do the s42 asset for share swap.

However, we were saved. As part of the conversion a CoR15.1A Memorandum of Incorporation has to be prepared and in doing so we could state what the authorised share capital would be.