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.

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