Company re-registration

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Scrip dividends

Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, the London Stock Exchange released a notice to give companies guidance on the...

Directors’ remuneration

Company directors are not, by virtue only of their office as director, automatically entitled under company law to remuneration for services as a...

Acting in concert

Produced with input from Rebecca Cousin of Slaughter and May on market practice.This Practice Note summarises the rules and guidance in relation to...

Alternate directors

This Practice Note considers the appointment and removal of alternate directors, their status, powers, duties and liabilities and authority to bind...

Practice notes

Comfort letters in a US IPO

This Practice Note provides an overview of the purpose, content and scope of a comfort letter prepared by the auditors of a company preparing to offer...

9th Nov

In-house

Practice notes

Fiduciary duties of directors

This Practice Note summarises the traditional fiduciary duties of company directors, including the duty to act in the best interests of the company,...

9th Nov

Practice notes

Intention to float announcements in Main Market and AIM IPOs

What is an intention to float announcement?An intention to float announcements (ITF) is generally the first announcement to the public by an issuer of...

Produced in partnership with Louise Wolfson. 9th Nov

Practice notes

Insider lists

This Practice Note considers the obligation of an issuer who issues or proposes to issue financial instruments which are within the scope of the...

9th Nov

Practice notes

Company records—a company's statutory registers

Coronavirus (COVID-19) IMPACT: Certain filing and registration deadlines are extended by temporary measures introduced to mitigate the consequences of...

9th Nov

Practice notes

Private equity investment—ratchets

A ratchet in private equity is a mechanism to vary the amount of equity held by founders, managers and employees post-investment.In a venture capital...

9th Nov

Practice notes

Class 1 transactions—fundamentals

This document provides accessible practical guidance and links to more comprehensive content in relation to class 1 transactions undertaken by UK...

9th Nov

Practice notes

Joint shareholders

Shares in a company may be allotted or transferred to any number of holders (whether they are natural persons or corporate entities) to be held...

9th Nov

Practice notes

Amending the articles of association

This Practice Note summarises the procedure to amend or change a company’s articles of association in accordance with the Companies Act 2006 (CA...

9th Nov

Practice notes

Irrevocable commitments and letters of intent

This Practice Note examines the law and practice on giving irrevocable commitments or undertakings or letters of intent in the context of a public...

9th Nov

Practice notes

Issues arising where there is split exchange and completion—share and asset purchases

This Practice Note describes the legal issues that may arise where there is a gap in time between exchange/signing (at which time the share purchase...

9th Nov

Practice notes

Most favoured nation provisions and their use in private equity funds

IntroductionA most favoured nation (MFN) clause entitles an investor to have visibility of side letter entitlements of other investors in the private...

Produced in partnership with William Jones of RPC 9th Nov

Practice notes

Breaching the articles of association

This Practice Note considers the unique contractual status of the articles of association between the company and its members, primarily under s 33(1)...

9th Nov

In-house

Precedents

Retention account provisions—share purchase agreement

Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-buyer—corporate...

9th Nov

Precedents

Exclusivity letter—private M&A—share purchase

DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see...

9th Nov

Practice notes

Corporate representatives

As a corporation (as defined) has no physical presence, it must appoint an individual to attend and act on its behalf at a general meeting of a...

9th Nov

Most recent Company re-registration content

Precedents

Re-registration of an unlisted public company as a private limited company—circular to shareholders and notice of general meeting

Company number: [insert company number][insert company name] PLC(the Company)Circular to shareholders and notice of general meetingPart 1—Letter from...

5th Nov

Precedents

Board minutes—re-registration—public company to unlimited company

Company number: [insert number][insert company name] PLCMinutes of a meeting of the board of directors (the Meeting) of [insert full name of company]...

5th Nov

Practice notes

Re-registration of a public company as private and unlimited

Coronavirus (COVID-19): Following the COVID-19 outbreak, some Companies House filing and other administrative procedures have been temporarily...

5th Nov

Practice notes

Re-registration of a public company as a private limited company—an introduction and preliminary considerations

Summary of Companies Act 2006 provisionsPart 7 of the Companies Act 2006 (CA 2006) contains the provisions governing how a company may be...

5th Nov

Q&As

Can a company that has re-registered as a private company in the last three months make an application for voluntary striking off?

You have asked whether the fact that a company has changed its name from 'X plc' to 'X' Ltd' on its re-registration as a private company under section...

28th Sep

Q&As

Can a private limited company increase its share capital to not less than the authorised minimum required by section 91 of the Companies Act 2006 and apply for a trading certificate after it has re-registered as a public company?

Authorised minimumIt is not possible for the share capital requirements of section 91 of the Companies Act 2006 (CA 2006) to be met following the...

28th Sep

Q&As

Is it possible for a public company to re-register as a private limited company, reduce its share capital using the solvency statement procedure, and then re-register again as public?

A limited company may carry out a reduction of capital in accordance with Chapter 10 of Part 17 of the Companies Act 2006 (CA 2006). Such a reduction...

28th Sep

Q&As

A private limited company we have previously entered into a contract with has just re-registered as a private limited company. Do we need to amend the contract to reflect the change or is it sufficient to leave the contract as drafted?

A re-registration of a private limited company to a public limited company alters the company’s status, but it remains one and the same legal entity...

28th Sep

Q&As

What is the process to change a dormant public company to a private limited company?

Re-registration of companiesPart 7 of the Companies Act 2006 (CA 2006) deals with the re-registration of a company, with CA 2006, ss 97–101 dealing...

28th Sep

Q&As

Is the capitalisation of profits treated as non-cash consideration requiring a valuation report under CA 2006, s 93?

Section 93 of the Companies Act 2006 (CA 2006) relates to the issue of shares for non-cash consideration in connection with the re-registration of a...

28th Sep

Q&As

Does a private company which is re-registering as a public company need to apply for a trading certificate?

If a company is being incorporated as a public company from scratch, one of the requirements is that the public company must apply for a trading...

28th Sep

Precedents

Resolution—re-registration—unlimited company to private limited company

Special resolutionThat the Company be re-registered as a private company...

27th Sep

Precedents

Re-registration of a public company as private and unlimited—explanation to shareholders

Dear [insert name of shareholder]Re-registration of [insert company name] PLC (the Company) as a private and unlimited companyThe Company is proposing...

26th Sep

Precedents

Re-registration of a private company as unlimited—explanation to shareholders

Dear [insert name of shareholder]Re-registration of [insert company name] Limited (the Company) as an unlimited companyThe Company is proposing to...

26th Sep

Precedents

Resolution—re-registration—private limited company to public company

Special resolution to re-register the companyThat the Company be re-registered as a public limited company [and, for that purpose, the name of the...

26th Sep

Precedents

Resolution—re-registration—unlisted company to private limited company

Special resolution to re-register the companyThat the Company be re-registered as a private limited company [and, for that purpose, the name of the...

26th Sep

Practice notes