Re-registration of public limited company to private unlimited company

Re-registration of your public limited company to private unlimited company under the Companies Act 2006 can be done.

Your company must complete the Companies House form RR07
and submit it with the Registrar of Companies. Take note that if you would like to re-register your public limited company (PLC) to a private limited company. Do not use the form RR07. The keyword here is UNLIMITED company status.

You must include the following documents with your form RR07 when sending your application for re-registration of your public limited company to private unlimited company to Companies House.

  • A prescribed form of assent
  • A printed copy of the amended articles of association.

Company names

Ensure your public limited company name and registration number match your certificate of incorporation or certificate of change of name in your form RR07. You must also provide the name for your new unlimited company.

Statement of compliance

By signing the form RR07, your company confirm that the requirements of Part 7 of the Companies Act 2006 as to the re-registration as an unlimited company have been met.

All directors to sign

All directors of your public limited company must sign the Companies House form RR07. The form RR07 has three signatories spaces only. However, you can use the continuation page of the form RR07 if you have more than three directors in your PLC.

Companies House fee

£20 is payable to Companies House for your application to re-register as an unlimited company.

Undue delay in staff disciplinary appeal

As employers, when handling staff disciplinary appeal, care must be taken to avoid undue delay in staff disciplinary appeal hearing and decision. The ACAS codes recommend five working days as usually appropriate. ACAS stands for Advisory, Conciliation and Arbitration Service.

The Employment Act 2002 also requires employers to ensure each step and action taken under your staff disciplinary Appeal procedure without unreasonable delay.

For example, a member of staff was being disciplined for alleged in direct competition with the employer. The staff was dismissed immediately. The staff wrote to the employer to appeal against their decisions on 21 November.

The appeal hearing was made to hear on 2 December. It was more than 5 working days. Subsequently, the decision of appeal was communicated to the staff on 08 December. Overall, the whole appeal process took 11 working days to finalize. This was an obvious undue delay in the staff disciplinary Appeal process.

Universally, the Employment Tribunals or the court take into account the undue delay in your staff disciplinary appeal process into account when assessing employers’ reasonableness.

Generally, If the employer considered the allegations were serious enough to dismiss the staff immediately. According to the evidences gathered then there should be no excuse to delay finalizing the appeal case.

At the same time, the Employment Tribunals or the court want to make sure employers do not use the disciplinary process to get rid of their staff. For the reason to avoid redundancy payout or compensation.

Thus, it is important that you include a staff disciplinary procedure in your staff handbook. If you do not have a staff handbook, it is the time to create one.

Treat staff right

Treat staff right is Employer’s responsibilities and your staff is protected by the employment law in the United Kingdom.

Your staff could make a complaint with the Employment Tribunals and this may attract unwelcome publicity for your company. The publicity can be damaging your business reputation and labelled you as bad employers.

Staff handbook

You may put in place a staff policy and procedures at work so everyone understand their roles within your company, as an employer and as an employee and what are the rules your staff must follow. This staff policy and procedures often being called a Staff handbook and it is a must. Do not be put off by the fact that it is a time consuming task, the handbook is there to protect you as an employer and also will be used as a guide to resolve any disputes with your staff.

Staff rights to complaint

Your staff can make a compliant to Employment Tribunals against your company for any of the following:

  • Sacking your staff on unfair ground
  • Not allowing your staff to take their holidays or breaks
  • Refusing employees’ rights
  • Discriminating against people who work for you, want to work for you or have worked for you
  • Not providing safe working environment for your staff
  • Paying your staff less than the national minimum wage
  • Asking your staff to work long hours
  • Not following disciplinary procedures
  • Not paying your staff for sickness, maternity and redundancy
  • Not paying men and women equal pay for the same job.

Purchase of own shares

Your company may purchase of its own shares if there is no restriction or prohibition in the articles of association. Your shareholders must approve it.

However, your company is not allowed to purchase of its own shares if this would leave only redeemable shares in issue.

You must notify Companies House when your company purchase of its own shares. Complete the form SH03 and send it to Companies House. The form SH03 is used for two purpose, shares purchased for cancellation and shares purchased into treasury.

For Private and Public company

When your company submit the form SH03 to notify Companies House a purchases its own shares event, your shares will be cancelled on their return. If your company is cancelling the shares immediately, the form SH06 which includes a statement of capital must also be delivered to Companies House.

For Public limited Company

However, if your company is a public limited company with qualifying share, your company may either cancel those shares immediately or hold them in treasury for resale or transfer to an employees’ shares scheme at a later date or cancel them at a later date.

Your company must notify the initial purchase of treasury shares with Companies House and if your company is cancelling those treasury shares immediately you must complete the form SH06 and send it to Companies House.

If your company sell or transfer the shares from treasury, your company must deliver the form SH04 and if your company subsequently cancels the shares, the form SH05 which includes a statement of capital must be registered with Companies House.

Stamp Duty on purchase of own shares

Purchase of your company’s own shares are subject to stamp duty if the consideration for your shares is above £1000, HM Revenue & Customs (HMRC) must stamp the form SH03 before it is to be delivered to Companies House, if the consideration is £1000 or less, your company need not send your form to HM Revenue and Customs to be stamped, but your company must sign and declare that fact on your form.

You may use a single form SH03 to notify Companies House of purchase of shares on different dates and under different contracts.

See accountants advice if you are not familiar with administration for purchase of own shares with Companies House.

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