Re-registration of a public company as a private limited company—re-registration, its effect and final steps
Re-registration of a public company as a private limited company—re-registration, its effect and final steps

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—re-registration, its effect and final steps
  • Issue of certificate
  • Effect of re-registration
  • Name and articles
  • Company secretary
  • AGM
  • Filing accounts
  • Laying accounts
  • Circulation of accounts to members
  • Appointment of auditor
  • More...

Re-registration of a public company as a private limited company—re-registration, its effect and final steps

This Practice Note covers the actual re-registration of a public company as a private company limited by shares or guarantee (public to private) pursuant to Part 7 of the Companies Act 2006 (CA 2006), the effect of the re-registration and the final practical steps to be taken.

Issue of certificate

If, on the application for re-registration as a private limited company, Companies House is satisfied that the public company is entitled to be so re-registered, the company shall be re-registered accordingly.

Companies House must issue a certificate of incorporation altered to reflect the company’s re-registered status and the circumstances of the case. The certificate must state the date on which it is issued and that it is issued upon re-registration of the company.

Upon the issue of the certificate:

  1. the company becomes a private limited company, and

  2. the changes in the company’s name and articles take effect

The certificate is conclusive evidence that the requirements of the CA 2006 as to re-registration have been complied with. The company’s previous incorporation certificates should be retained as evidence of the company’s historical identity and status.

Effect of re-registration

A summary of the effect of re-registration on the company is set out below.

It should be noted that when a company has been re-registered after the company’s previous financial year end

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