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

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

  • Re-registration of a public company as a private limited company—an introduction and preliminary considerations
  • Summary of Companies Act 2006 provisions
  • Reasons for re-registration
  • Takeover
  • Disproportionate administrative burden
  • Mandatory re-registration
  • Preliminary considerations
  • Consulting the Takeover Panel
  • De-listing
  • Change of name
  • More...

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

Summary of Companies Act 2006 provisions

Part 7 of the Companies Act 2006 (CA 2006) contains the provisions governing how a company may be re-registered as a company of another type.

A public company may be re-registered as:

  1. a private company limited by shares, or

  2. a private company limited by guarantee

It is also possible for a public company to be re-registered as a private unlimited company. This is not covered in this note. Instead see Practice Note: Re-registration of a public company as private and unlimited.

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

  1. a special resolution that it should be so re-registered is passed

  2. the following conditions are met:

    1. where no application has been made for cancellation of the resolution for re-registration, it is either impossible for such an application to be made or the period for making such an application has expired, or

    2. where an application has been made for the cancellation of the resolution for re-registration, it has been withdrawn or an order has been made confirming the resolution, and

  3. an application for re-registration is delivered to Companies House together with other required documents

The company must also make such changes to its name and its articles of association as are necessary in connection with it becoming a

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