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 the 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 (PLC). 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, the 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 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.

Your PLC would continue to deliver its confirmation statement and company accounts to Companies House.

Register of charges

A limited company must keep and maintain a Register of charges as required by law. You must make your company register available for inspection when a request to inspect the register has been made.

Information to keep in Register of Charges

The information and documents you must keep in your company register include:

  • All charges specifically affecting your company’s property.
  • All floating charges on the whole or part of your company’s assets or undertaking.
  • A description of your company’s assets charged
  • The amount of charge
  • The name of the person entitled to the charge
  • Copies of any instruments giving a mortgage or other charge over your company.

Register your charges with Companies House

Your company must register a charge or a mortgage within 21 days with Companies House. Otherwise, your company commit an offence thus you are liable to a fine.

Creditors and shareholders

The purpose of your register of charges is to give your unsecured creditors and other person giving credit to your company can see what part of your company’s property is already charged.

For this reason, your shareholders and creditors are entitled to inspect your register free of charge. Whereas, any other person may inspect your register for a fee prescribed.

Location of your register

Typically, your register of charges is kept at your company’s registered office address. However, if you keep your register somewhere else then inform Companies House. Thus, you submit the Single Alternative Inspection Location (SAIL) form specifying the location of your Register.

Where to send confirmation statement

You are required to send your Confirmation Statement to the appropriate Companies House offices when you are filing your Confirmation Statement CS01 on paper. This is to avoid delay especially when your Confirmation Statement is due or already overdue.

Consequently, your company may risk being struck off if your Confirmation Statement is long overdue.

Check your confirmation statement

Before sending out your Confirmation Statement please check all the information entered in your confirmation statement is correct and that you have included the Person With Significance Control (PSC) in it. This is to avoid Companies House send back your confirmation statement for amendment.

To put it another way, when you see your confirmation statement being published on the Companies House website that means it was complete and has been accepted. Simple as that.

Companies House offices

Where to send your confirmation statement is dependent on where is your company’s registered office address situated.

England and Wales

For companies registered in England and Wales, you send your Confirmation Statement to the Companies House office at the address below:

The Registrar of Companies
Companies House
Crown Way
Cardiff
Wales CF14 3UZ
DX 33050 Cardiff

Scotland

While for companies with registered office in Scotland, you send your Confirmation Statement to the Scottish Companies House office at the address below :

The Registrar of Companies
Companies House
Fourth floor
Edinburg Quay 2,
139 Fountainbridge
Edinburg
Scotland EH3 9FF
DX ED 235 Edinburg 1 or LP – 4 Edinburg 2 (Legal Post).

Northern Ireland

Lastly, for companies with registered office in Northern Ireland, you may send your statement to the Companies House office at the address below:

The Registrar of Companies
Companies House
First Floor, Waterfront Plaza
8 Laganbank Road
Belfast,
Northern Ireland BT1 3BS
DX 481 N.R. Belfast 1.

Company accounts

After that, the next thing to do is to take care of your company’s accounts. You are required to deliver your company accounts with Companies House within 9 months for a private limited company and 6 months for a public limited company.

Likewise, the same rule applies when coming to where to send your signed company accounts. Basically you send your company accounts in the same way as you send your confirmation statement discussed above.

In other words, the company incorporated in England could send their accounts to Companies House London office or Cardiff office.

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