Re-register from private limited company to public limited company

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), your private limited company must pass a special resolution.

Your company must complete the Companies House form RR01 for your application to re-register your private limited company as a public limited company. The form must be delivered to Companies House together with the following legal documents.

  • A copy of the special resolution
  • A printed copy of the amended articles of association
  • The balance sheet
  • Your auditor’s written statement
  • Your auditor’s unqualified report
  • Copy of the valuation report if recent allotment of shares for a non-cash consideration
  • Statement of the proposed secretary to be included If your company do not have a secretary.
Re-register from private limited company to unlimited company

Re-register from private limited company to unlimited company

Re-register your private limited company to unlimited company under the Companies Act 2006 the application must be delivered to Companies House.

You must complete the Companies House form RR05. Send your application with the following to Companies House.

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

The form of assent is a document evidencing agreement from all shareholders (members) with your proposed re-registration from a private limited company to unlimited company. The form of assent must be authenticated by or on behalf of all the members of your company.

Don’t forget the statutory fee payable to Companies House for your application to re-register your private limited company to unlimited company. Your application will not be processed without the fee.

Re-register from unlimited company to private limited company

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.

The re-registration involved your company directors to pass a special resolution.

You must complete the Companies House form RR06 for the application to re-register from unlimited company to private limited company. You must include the following important documents with your application to Companies House.

  • A copy of your special resolution
  • A printed copy of your amended articles of association.
  • Statement of capital if your re-registration is to a company limited by shares.
  • Statement of guarantee if your re-registration is to a company limited by guarantee.
Re-register from public limited company to private limited company

Re-register from public limited company to private limited company

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

By passing a special resolution

Your public limited company must complete the Companies House form RR02 and deliver it to Companies House together with a copy of the special resolution and a printed copy of the amended articles of association.

If there is an objection to the re-registration from public limited company to a private limited company from the shareholders, the shareholders must inform your PLC of their objection. Your PLC will then notify Companies House by submitting the form RR03.

At the same time, your shareholders can 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. The court’s decision must be communicated with Companies House within 15 days of the order being made.

Section 100 of the Companies Act 2006 provides further information about this method of company re-registration.

A court order to reduce capital

The court can order your public limited company to re-register as private limited company where your public limited company has applied to the court to reduce its share capital and this results in the nominal value of your allotted share capital falling below the authorised minimum for a public limited company, the court can authorise your company to be re-registered as private limited company without the need to pass a resolution.

You must complete Companies House form RR08 in this circumstance and deliver the form together with a copy of the court order and a printed copy of the amended articles of association to Companies House.

Following a cancellation of shares

Your public limited company must re-register as private limited company if following a cancellation of your company shares results in the nominal value of your allotted share capital falling below the authorised minimum for a public limited company. Your company directors can pass a resolution to re-register as private limited company.

In this instant, your company must complete the Companies House form RR09 accompanied by a copy of your director’s resolution and a printed copy of the amended articles of association and submit this application to Companies House.

After re-denomination of shares

Your public limited company 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 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 and deliver the form RR07 to Companies House. Take note that if you would like to re-register your public limited company 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.

The form of assent is prescribed in the Companies Act and the form is to confirm and show that agreement has been achieved with all members of the public limited company about its re-registration to private unlimited company. The form of assent must be authenticated by your company.