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Re-registration


A company may alter its status and re-register in a number of ways;

from a private company (limited by shares or unlimited) to a public company;
from a public company to a private company limited by shares;
from a private limited company to an unlimited company;
from an unlimited private company to a limited company;
from a public company to an unlimited private company.
On re-registration, Companies House will issue an amended certificate of incorporation to the company. The certificate will include the changed name and status of the company together with the date of re-registration.

1. Re-registration from a Private Company to Public

A private company with a share capital may 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 Form RR01, 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.
If the company re-registering does not have a secretary, the application to re-register should include a statement of the proposed secretary. It must also include a copy of the valuation report in the event of a recent allotment of shares for a non- cash consideration.

2. Re-registration from a Public Company to Private

There are four ways in which a public company can re-register as a private
company;

by passing a special resolution to do so and then making an application in accordance with section 100 Companies Act 2006;
following a court order to reduce capital;
following a cancellation of shares;
following a reduction of capital due to a redenomination of shares.


3. Re-registration from Public to Private in accordance with section 100 of the Companies Act 2006

A public company can re-register as private by passing a special resolution to do so. You must deliver the application to re-register to Companies House on Form RR02. This should be accompanied by a copy of the special resolution and a printed copy of the amended articles of association.

If sufficient members of the company object to the passing of the resolution, they can apply to the Court to cancel the resolution within 28 days of the passing of the resolution. If they raise such an objection they must make the company aware of it. The company, in turn, must notify Companies House of the application to Court on the Form RR03. The Court may either cancel or confirm the resolution upon hearing such an application. The company must deliver a copy of the court’s order to Companies House within 15 days of the order being made.

4. Re-registration from public to private following a court order to reduce capital.

A public company can re-register as private if the court directs it to. Where a company has applied to the court for a reduction in share capital (as described in chapter 7 ) and this results in the nominal value of its allotted share capital falling below the authorised minimum for a public company, the court can authorise the company to be re-registered as private without the need to pass a resolution.

You must deliver the application to re-register to Companies House on Form RR08 accompanied by a copy of the court order and a printed copy of the amended articles of association.

5. Re-registration from public to private following a cancellation of shares.

A public company must re-register as private following a cancellation of its shares in certain circumstances. Where the cancellation of the shares (as described in chapter 7 ) results in the nominal value of its allotted share capital falling below the authorised minimum for a public company, the company must re-register as a private company. The directors can pass a resolution to re-register as private.

You must deliver the application to re-register to Companies House on Form RR09 accompanied by a copy of the director’s resolution and a printed copy of the amended articles of association.

6. Re-registration from a Private Limited Company to Unlimited

A private limited company may re-register as unlimited by delivering Form RR05 to Companies House, accompanied by a prescribed form of assent and a printed copy of the amended articles of association.

The form of assent is to show that all members have agreed to the re-registration, and so it must be authenticated by or on behalf of all the members of the company and is prescribed in regulations.

7. Re-registration from an Unlimited Company to Private

An unlimited company may re-register as private limited by shares or guarantee by passing a special resolution. You must deliver the application to re-register as private to Companies House on Form RR06 accompanied by a copy of the special resolution and a printed copy of the amended articles of association.

In certain circumstances, where the company is re-registering as private limited by shares, a statement of capital must accompany the application. If the company is re-registering as private company limited by guarantee, you must complete the statement of guarantee on Form RR06.

8. Re-registration from a public to private unlimited

A public company may re-register as unlimited by delivering Form RR07 to Companies House accompanied by a prescribed form of assent and a printed copy of the amended articles of association.

The form of assent is prescribed in regulations and is to show that all members have agreed to the re-registration, and so all the members of the company must authenticate it.

Further information on re-registration can be found in Part 7 of the Companies Act 2006.