Re-registration of a public company as a private limited company—procedure
Re-registration of a public company as a private limited company—procedure

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—procedure
  • Companies Act 2006 requirements
  • The special resolution
  • Change of name
  • Change of articles
  • Other resolutions
  • Requirements for the circular—the Takeover Code
  • Filing the resolution(s)
  • The conditions
  • Application to court to cancel the resolution
  • More...

Re-registration of a public company as a private limited company—procedure

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.

This Practice Note summarises the procedure under the Companies Act 2006 (CA 2006) for the re-registration of a public company as a private company limited by shares or guarantee (re-registration from public to private). It also covers the additional procedural requirements for companies which have their shares admitted to trading on the Main Market (listed companies) or AIM market (AIM companies) of the London Stock Exchange (the LSE), which must be de-listed before re-registration.

A public company may also be re-registered as an unlimited company, which is outside the scope of this note (see Re-registration of a public company as private and unlimited).

Companies Act 2006 requirements

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

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

  2. certain conditions are met, and

  3. an application for re-registration is delivered to Companies House in accordance with Companies Act 2006 (CA 2006) provisions, together with:

    1. other required documents, and

    2. a statement of compliance

This Practice Note considers each of these requirements in detail below.

The company must also make such changes in its

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