Re-registration of a company
How to re-register your company with Companies House to change its legal status
You can re-register your company to change its legal status from:
- a private company to a public company
- a public company to a private company limited by shares
- a private limited company to an unlimited company
- an unlimited private company to a limited company
- a public company to an unlimited private company
On re-registration, Companies House will issue you with an amended certificate of incorporation. The certificate will include the changed name and status of the company and the date of re-registration.
Re-registration from a private company to a public company
A private company with a share capital can re-register as a public company by passing a special resolution to do so.
You must deliver the application to re-register as a public company to Companies House on , accompanied by:
- a copy of the special resolution
- a printed copy of the amended Articles of Association
- a copy of the relevant balance sheet
- a copy of the auditor's written statement
- a copy of the auditor's unqualified report
- a statement of the proposed secretary (if the company doesn't currently have one)
Re-registration from a public company to a private company
There are four ways in which a public company can re-register as a private company:
- By passing a special resolution - you must deliver the application to re-register to Companies House on . This should be accompanied by a copy of the special resolution and a printed copy of the amended Articles of Association.
- Following a court order to reduce capital - you must deliver the application to re-register to Companies House on accompanied by a copy of the court order and a printed copy of the amended Articles of Association.
- Following a cancellation of shares - where a cancellation of the shares results in the value of share capital falling below the minimum for a public company, the company must re-register as a private company. You must deliver the application to re-register to Companies House on accompanied by a copy of the director's resolution and a printed copy of the amended Articles of Association.
- Following a reduction of capital due to a redenomination of shares - by delivering to Companies House with assent from all the members and a printed copy of the amended Articles of Association.
Re-registration from an unlimited company to a private company
An unlimited company may re-register as private limited company by shares or guarantee by passing a special resolution. You must deliver the application to re-register to Companies House on accompanied by a copy of the special resolution and a printed copy of the amended Articles of Association.
Re-registration from a public company to a private unlimited company
A public company may re-register as an unlimited company by delivering to Companies House with assent from all the members and a printed copy of the amended Articles of Association.