Re-registration of a private limited company as an unlimited company

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

  • Re-registration of a private limited company as an unlimited company
  • What is an unlimited company?
  • Why re-register as an unlimited company?
  • How to re-register
  • Unanimous assent
  • Amendments to articles of association and change of name
  • Statement of compliance
  • Companies House filing fees
  • The re-registration

Re-registration of a private limited company as an unlimited company

Coronavirus (COVID-19): Following the COVID-19 outbreak, some Companies House filing and other administrative procedures have been temporarily suspended or changed. For further details of the impact of COVID-19, see Practice Note: Coronavirus (COVID–19)—impact on company filing and administrative procedures.

What is an unlimited company?

An unlimited company is a company whose members are not limited in their liability to contribute to the obligations of the company on winding-up. An unlimited company cannot be a public company. It may or may not have a share capital (eg, a private company limited by guarantee may be re-registered as an unlimited private company without a share capital). For details, see Practice Note: Unlimited companies.

Why re-register as an unlimited company?

The members of unlimited companies do not benefit from one of the deemed key advantages of incorporating a company (as opposed to trading as self employed or as a partnership): limited liability. For this reason, unlimited companies are not very common. Companies House statistics show that only some 4,300 of the 4.2 million companies and other corporate bodies registered in the UK are private unlimited companies.

However, there are still two key reasons why people might opt to use an unlimited company rather than a limited company as their chosen form of business vehicle:

  1. privacy, and

  2. flexible capital maintenance rules

Unlimited companies are not

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