When is a special resolution required in the re-registration of a company from unlimited to limited?

A special resolution is a formal resolution that requires a higher level of agreement among shareholders than an ordinary resolution, typically requiring at least 75% of the votes. When a company seeks to re-register from an unlimited company to a limited company, a special resolution is always necessary. This process is significant as it fundamentally alters the nature of the company’s liability, transforming from unlimited liability to limited liability, which protects shareholders' personal assets against company debts.

The requirement for a special resolution ensures that members have a clear and strong consensus regarding this critical change, reflecting its importance in the governance of the company. It signifies a common agreement on the company's commercial structure and financial responsibility, as limited liability can affect how creditors view the company's obligations.

Other options lack the comprehensiveness needed for this specific situation. For example, the idea that a special resolution could be required only if all members agree is misleading; unanimous consent is not required for a special resolution, just a supermajority. Similarly, suggesting this is tied to only certain classes of shares or contingent upon creditor objections does not capture the broad necessity of such a resolution in the re-registration process. Thus, it reinforces the importance of collective member approval in making substantial structural changes to a company.