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

The following Corporate guidance note provides comprehensive and up to date legal information covering:

  • Re-registration of a private limited company as a public company—an introduction and preliminary considerations
  • Summary of CA 2006 provisions
  • Reasons for re-registration
  • Conditions to re-registration
  • Preliminary considerations

Summary of CA 2006 provisions

Part 7 of the Companies Act 2006 (CA 2006) deals with the re-registration of a company as a company of another type. The CA 2006 provides that a private company (whether limited or unlimited) may be re-registered as a public company limited by shares. This practice note focuses on the re-registration of a private limited company only; the re-registration of a private unlimited company is outside the scope of this note, but see alsoRe-registration of an unlimited company as limited.

A private limited company may be re-registered as a public limited company if:

  1. a special resolution that it should be so re-registered is passed (see Practice Note: Re-registration of a private limited company as a public company—procedure—The special resolution)

  2. certain conditions are met (see Conditions to re-registration), and

  3. an application for re-registration is delivered to Companies House together with other required documents (see Practice Note: Re-registration of a private limited company as a public company—procedure—The application to re-register)

The company must also make such changes to its name and its articles of association as are necessary in connection with it becoming a public limited company (see Preliminary considerations).

For further details on the procedure for re-registering a limited company from private to public, see Practice Notes: Re-registration of a private limited company as a public company—procedure