Company re-registration is the process of changing a company’s status from one type to another, for example, from private to public, or unlimited to limited. It is a big decision, and strict rules must be followed to lawfully and successfully carry out such a procedure.
Since businesses expand and evolve over time, you may find yourself in a situation where company re-registration is necessary. This guide outlines the requirements and processes involved.
What is company re-registration?
Company re-registration occurs when you alter the status of an existing company, essentially converting it from its current form to a different kind of company. Under the Companies Act 2006, you can re-register a UK company to change it from:
- a private limited company to a public limited company
- a public limited company to a private limited company
- a private limited company to an unlimited company
- an unlimited company to a private limited company
- a public limited company to a private unlimited company
However, it is not possible to change the type of limited liability that a company has. This means that you cannot re-register a private company limited by shares as a private company limited by guarantee, or vice versa.
If you wish to convert your company’s limited liability from one type to the other, you will need to register a new company with the preferred liability, transfer the existing business and all of its assets, and then formally wind up (close) the old company.
How to re-register a company
There are different company re-registration requirements, conditions and procedures, depending on the existing status of the company and the proposed new status.
Private company to public company
You can re-register a private company (whether limited or unlimited) as a public limited company (PLC) if it satisfies the following conditions:
- it has an authorised and allotted share capital of at least £50,000 (€57,100)
- a minimum of 25% of the nominal value of those share has been paid up
- the whole of any share premiums have been paid
- it has at least two directors and one company secretary
- the company has not previously been re-registered as unlimited
- all necessary changes in connection with becoming a PLC have been made to the company name and the articles of association
- you can provide the required information and documents relating to net assets, as set out in section 92(4) of the Companies Act 2006
The shareholders (members) must pass a special resolution authorising the re-registration. Thereafter, the directors can submit an application to Companies House on form RR01, together with copies of the following documents:
- special resolution
- amended articles of association
- the relevant balance sheet
- the auditor’s written statement and unqualified report
If the company does not currently have an appointed secretary, a statement of the proposed company secretary should also be included in the form.
A non-refundable £20 filing fee is payable to Companies House when submitting an application to re-register.
If the application is a success, Companies House will issue an amended certificate of incorporation. This will show the date of re-registration, as well as the company name and status as altered.
Public company to private company
You can change a public company to a private company by passing a special resolution of the shareholders, provided that no subsequent application for cancellation of the resolution is made to the court under section 98 of the Companies Act.
Additionally, you must make the necessary changes to the company name and articles of association in relation to re-registering as a private company limited by shares or, if applicable, limited by guarantee.
To apply for company re-registration, the directors should complete form RR02. This must be accompanied by copies of the resolution and amended articles.
Compulsory re-registration of a public company to a private company may also arise under certain circumstances, necessitating the use of different forms:
- Following a court order reducing capital – apply for re-registration on form RR08, together with a copy of the court order
- Upon a cancellation of shares – apply for re-registration on form RR09, together with a copy of the directors’ resolution to cancel the shares
Again, you must also send copies of the special resolution and amended articles with your application, as well as the £20 filing fee payable to Companies House.
Private limited company to unlimited company
A private limited company may be re-registered as an unlimited company if all members agree to it, provided that the company has not previously been re-registered as limited.
To apply, you will need to deliver the following documents to Companies House:
- form RR05, containing the company’s proposed name on re-registration and a statement of compliance signed by every director
- prescribed form of assent – this must be authenticated by or on behalf of every member of the company
- printed copy of the company’s amended articles of association
A £20 filing fee is payable to Companies House in respect of the application to re-register.
Unlimited company to private limited company
You can re-register an unlimited company as a private company by passing a special resolution of the members. To be eligible, the company must not have previously been re-registered as unlimited.
The resolution should specify whether the company is to be limited by shares or limited by guarantee.
To apply, you will need to deliver form RR06 to Companies House, stating the amended company name on re-registration (i.e. with ‘LTD’ or ‘Limited’ added to the end of the name). You should include a copy of the special resolution, a copy of the amended articles, and a £20 filing fee with the form.
If the company is to be limited by guarantee on re-registration, you will be required to complete the statement of guarantee section on the application.
If the company already has allotted share capital on re-registration, the directors may have to deliver a statement of capital to Companies House within 15 days. However, this won’t be necessary if there have been no changes to share capital since the date of company formation, or the most recent confirmation statement.
Public company to unlimited company
A public company may be re-registered as an unlimited company with share capital if:
- all members of the company agree to it, and
- the company has not previously been re-registered as limited or unlimited
To apply for company re-registration, you must send form RR07 to Companies House, alongside a form of assent, a printed copy of the articles as amended, and the £20 filing fee.
Form RR07 must specify the company’s proposed name on re-registration (i.e. the same name but without ‘PLC’ at the end). The statement of compliance must also be signed by every director in the company.
Why would I re-register a company?
There are a variety of reasons why company re-registration may be beneficial or necessary, for example:
- to sell shares to the public on a stock exchange
- attracting new investors
- raising additional finance to grow the company
- establishing a market value of the business
- raising the company’s profile and strengthening its reputation
- where the value of the company’s share capital falls below the authorised minimum for a PLC
- downsizing business operations
- where the founders wish to regain private control of the business
- minimising the risk of a hostile takeover
- enjoying fewer regulatory and reporting requirements (PLC to private)
- minimising the liability of members (unlimited to limited)
- enjoying greater flexibility, improving creditor confidence, and removing the requirement to publish annual accounts at Companies House (limited to unlimited)
If you are considering company re-registration, we recommend taking professional advice from a corporate solicitor, an accountant, or an independent financial adviser, to ensure that it is the best decision for your business.
They can also assist with all of the associated administration, including amending the articles of association, altering the company’s share capital, and facilitating changes relating to ownership, where applicable.
Do I need to change my company name?
You do not have to change your entire company name when carrying out a company re-registration. However, you will have to amend the name ending as follows:
- Private company to PLC – change the name ending from ‘LTD’ or ‘Limited’ to ‘PLC’ or ‘Public Limited Company’. If the original company status was unlimited, simply add the new suffix to the end of the name
- PLC to private company – change ‘PLC’ or ‘Public Limited Company’ to ‘LTD’ or ‘Limited’
- Private limited to unlimited company – remove the name ending of ‘LTD’ or ‘Limited’. No replacement suffix is required
- Unlimited to private limited – add ‘LTD’ or ‘Limited’ to the end of the name
- PLC to unlimited – remove the name ending of ‘PLC’ or ‘Public Limited Company’. No replacement suffix is required
You must enter the amended name on the company re-registration form and the articles of association. You will also need to update your other company stationery and signage accordingly, including websites, letterheads, invoices, and company registers.
Thanks for reading
We hope this guide has helped you to understand the permitted types of company re-registration, the different requirements and procedures involved, and why it may be necessary or advantageous to alter the status of your company.
Please comment below if you have any questions about company formation or re-registration. Be sure to check out the Rapid Formations Blog for more small business advice and limited company guidance.
