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.

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