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 new company name.

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 a 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 evidence that all the members of the 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.

Unlimited company legal filings

Your unlimited company is not required to deliver company accounts to Companies House. However, you must still submit your confirmation statement with Companies House at least once every 12 months.

Unlimited company

Unlimited company need only deliver company accounts to Companies House if, at any time during the accounting period covered by your accounts:

Your unlimited company was a:

  • Subsidiary undertaking.
  • Parent of a limited undertaking.
  • Banking company.
  • Insurance company (or the parent company of a banking or insurance company).

or

  • Each of your unlimited company’s members was:
    • A limited company;
    • Another unlimited company each of whose members was a limited company;
  • A limited company;
  • A Scottish partnership each of whose members was a limited company.

Consequently, a limited company whether public or private, a partnership, a subsidiary and a parent must submit their company accounts with Companies House.

A public limited company must submit audited company accounts whereas for a private limited company may opt to deliver unaudited company accounts if they meet the audit exemption criteria.

A dormant subsidiary may be able to claim exemption from the preparation or filing your company accounts under certain circumstances.

Re-registration of unlimited company

Companies House allows re-registration of your unlimited company to a private limited company and also from limited company to unlimited company. The forms to use are RR06 and RR05 respectively.

Late filing penalty

You must file your company accounts on time. This is to avoid the late filing penalty even if you were just late by one day. So it is important that you know when is your account due date. You may get this information from Companies House website. They publish companies current filing status and documents filing due dates. This includes confirmation statement due date too.

Contact Companies House or seek accountants advice for further information on your unlimited company’s accounts filing requirements.

Company re-registration forms

Companies House forms for company re-registration purposes. Ensure you download the correct form reference from Companies House website for the type of company re-registration you would like to execute.

Contact our accountants if you are not familiar with company re-registration law. They would be able to assist you.

Form referencePurpose
RR01Re-register your private limited company (LTD) to a public limited company (PLC)
RR02Re-register your public limited company (PLC) as a private limited company (LTD)
RR03Notice by the COMPANY of application to the court for cancellation of resolution for re-registration
RR04Notice by the APPLICANTS of application to the court for cancellation of resolution of re-registration
RR04 continuation pageThere is a signature continuation page for form RR04
RR05Re-register your private limited company (LTD) as unlimited company
RR05 continuation pageThere is a signature continuation page for form RR05
RR06Re-register an unlimited company as a private limited company (LTD)
RR07Re-register a public limited company (PLC) as a private unlimited company
RR07 continuation pageThere is a RR07 signature continuation page
RR08Re-register a public limited company (PLC) as a private limited company (LTD) following a court order reducing capital
RR09Re-register a public limited company (PLC) as a private limited company (LTD) following a cancellation of shares

Generally, a private unlimited company do not require to submit company accounts with Companies House. But, they must submit their confirmation statement to Companies House as usual.

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