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.
  • A 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 a 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. These 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 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.

Other filings

Consequently, your company would require to submit a confirmation statement with Companies House after the re-registration is successful.

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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