Re-register from private limited company to public limited company

Re-register from a private limited company limited by shares to a public limited company (PLC) with Companies House. Before anything else, your company must pass a special resolution.

Desired name for PLC

Firstly, you must enter your existing company full name and registration number. Your company name and registration number must match your certificate of incorporation or certificate of change of company name. Subsequently, you enter your desired company full name of re-registered company.

Companies House form RR01 and supporting documents

Your company must complete the Companies House form RR01 for your application to re-register your private limited company as a public limited company. Then, send your application form to Companies House.

The application must include the following legal documents.

  • A copy of the special resolution that the company should re-register as a public limited company.
  • A printed copy of the amended articles of association
  • The balance sheet
  • Your auditor’s written statement under section 92(1)(c) of the Companies Act 2006.
  • Your auditor’s unqualified report
  • Copy of the valuation report if recent allotment of shares for a non-cash consideration under Section 93(2) of the Companies Act 2006.
  • Statement of the proposed secretary to be included If your company do not have a secretary.

Your director or company secretary must sign the RR01 form.

Authorized minimum share capital

On one hand, your company must have an authorized and allotted share capital of £50,000 or more. With fully paid premium and a minimum of 25% paid up nominal value for each share.

Company secretary

Generally, a public limited company must have a company secretary. Therefore, you must provide details of your company secretary in your RR01 form. Essentially, person to hold the position as your company secretary must have the required skills and qualifications.

For example, the person to qualify as your company secretary must hold a membership of one of the professional accountancy bodies i.e. The Association of Chartered Certified Accountant ACCA.

You company secretary can be an individual or a corporate body. You must enter your company secretary details in the form RR01.

Statutory fee

Lastly, don’t forget to include a cheque or postal order to pay the statutory fee to Companies House for your application to re-register. Otherwise, your application will not be processed without the fee. Write your cheque payable to Companies House.

Re-register from private limited company to unlimited company

Companies House provides the service to re-register a private limited company to unlimited company under the Companies Act 2006.

You must complete the Companies House form RR05 if you would like to re-register your private limited company to an unlimited company. Then, send your application form to Companies House.

Desired company name

First and foremost, you must provide your existing company full name and registration number. Your company name and registration number must match your certificate of incorporation or certificate of change of company name. Subsequently, you enter your desired company full name of re-registered company.

After that, your directors must sign the RR05 form. You may use the additional page if you need to enter more details.

Your application must include the following.

  • The form of assent for re-registration of private limited company as unlimited.
  • A printed copy of the amended articles of association.

The form of assent

Essentially, the form of assent served as evident that all the members of company agree with the proposed re-registration. Accordingly, each member must enter his/her full then sign and date of the form of assent. If in any circumstances, the member is not able to authenticate the form of assent, a person lawfully authorized by the member may authenticate on the member’s behalf.

Companies House fee

Additionally, don’t forget to pay the statutory fee to Companies House for your application to re-register. Otherwise, your application will not be processed without the fee. You may pay by cheque or by postal order. Write your cheque payable to Companies House.

Re-register from unlimited company to private limited company

Re-register from unlimited company to private limited company is allowed under the Companies Act 2006.

There are two types of private limited company, your unlimited company could re-register to.

  • A company limited by shares
  • A company limited by guarantee.

Before anything else, your company directors to pass a special resolution for the proposed re-registration.

Desired company name

First and foremost, you must provide your existing company full name and registration number. Your company name and registration number must match your certificate of incorporation or certificate of change of company name. Subsequently, you enter your desired company full name of re-registered company.

Re-registration form RR06

Subsequently, you must complete the Companies House form RR06 for the application to re-register from unlimited company to private limited company. Then, deliver your application to Companies House.

You must include the following documents.

  • A copy of your special resolution that the company should re-register as a private limited company.
  • Printed copy of your amended articles of association.
  • If your re-registration is to a company limited by shares then provide a Statement of capital.
  • If your re-registration is to a company limited by guarantee then a Statement of guarantee.

Statement of capital

The statement of capital is a summary of your company’s share capital. It includes total number of shares issued and its nominal value for each share type, if more than one type of shares.

Statement of guarantee

The statement of guarantee is a declaration that in the case of the company is wound up, each member undertakes to responsible for the debts and liabilities incurred by of the company while he/she was still a member or within one year after ceased to be a member. This debts include costs, charges and expenses of winding up. Members are to settle the contribution from each member among themselves.

Who can sign

Your company director or secretary must sign the form RR06 and to confirm that your company has complied with the requirements of Part 7 of the Companies Act 2006 as to the re-registration as a private limited company.

Alternatively, a person authorized under section 270 or 274 of the Companies Act 2006 may sign the form RR06.

Companies House fee

Lastly, remember to include a cheque or postal order to pay the statutory fee for your application to re-register. Write your cheque payable to Companies House.

Re-register from public limited company to private limited company

There manyt ways for your public limited company (PLC) can re-register as a private limited company under the UK company law.

By passing a special resolution

Firstly, your public limited company could re-register as a private limited company by passing a special resolution. In this instance, you must complete the Companies House form RR02. Then, deliver your application to Companies House.

Your application must include:

  • A copy of the special resolution and
  • A printed copy of the amended articles of association.

Subsequently, if there is an objection from the shareholders to re-register, they must communicate their objection. Following that your PLC will then submit the form RR03 to notify Companies House.

Concurrently, your shareholders can also apply to the court to cancel the resolution within 28 days of the passing of the resolution. The Court may either cancel or confirm the resolution after the hearing. Thereafter, you must communicate the court’s decision with Companies House within 15 days of the order being made.

For further information, you may read section 100 of the Companies Act 2006.

A court order to reduce capital

Secondly, The court can order your PLC to re-register as private limited company. Especially where your public limited company has applied to the court to reduce its share capital. As a result, the nominal value of your allotted share capital falling below the authorised minimum for a public limited company. In this case, the court can authorise your company to re-register without the need to pass a resolution.

Consequently, You must complete Companies House form RR08. And, send your application to Companies House. Your application must include:

  • A copy of the court order
  • A printed copy of the amended articles of association to Companies House.

Following a cancellation of shares

Thirdly, your public limited company must re-register as private limited company following a cancellation of your company shares which resulted in the nominal value of allotted share capital falling below the authorised minimum for a public limited company. In this situation, your company directors can pass a resolution to re-register as private limited company.

In that event, your company must complete the Companies House form RR09 and submit this application to Companies House.

Your application must include:

  • A copy of your director’s resolution.
  • A printed copy of the amended articles of association.

After re-denomination of shares

Alternatively, your PLC may re-register as private limited company following a reduction of capital due to a re-denomination of shares if your share capital falls below the authorized minimum for a public limited company.

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.

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