Re-registration of a public company as private and unlimited

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

  • Re-registration of a public company as private and unlimited
  • What is an unlimited company?
  • Why re-register as an unlimited company?
  • Consulting the Takeover Panel
  • De-listing
  • Listed companies
  • AIM companies
  • How to re-register
  • Unanimous assent
  • Amendments to articles of association and change of name
  • More...

Re-registration of a public company as private and unlimited

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, which is why a public company wanting to re-register as unlimited will also have to re-register as private.

An unlimited company may or may not have a share capital (eg, if a private company limited by guarantee re-registers as unlimited, it will not have a share capital); however, a public company re-registered as a private unlimited company will always have a share capital (because a public company cannot be limited by guarantee).

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

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