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

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

  • Re-registration of an unlimited company as limited
  • Why re-register as a limited company?
  • How to re-register
  • The re-registration
  • Statement of capital
  • Re-registering as a public company

Why re-register as a limited company?

The members of an unlimited company do not benefit from one of the deemed key advantages of incorporating a company: limited liability. Whilst there are reasons why some people might opt to use an unlimited company (the key reasons being the ability to keep their financial details private and having flexibility over the maintenance of its capital), unlimited companies are not very common due to the fact that members are subject to unlimited liability. The reason an unlimited company may wish to re-register as a limited company is likely to be in order to obtain limited liability status for its members.

The directors should carefully consider the additional restrictions and requirements that apply to private limited companies in comparison to unlimited companies. In particular, once re-registered as a private limited company, it will have to:

  1. file accounts each year on the public register, and

  2. comply with capital maintenance rules that do not apply to unlimited companies (for a summary of capital maintenance rules that apply to limited companies, see Practice Note: Share capital and its maintenance)

How to re-register

An unlimited 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. the company has not previously been re-registered as unlimited, and

  3. an

Related documents: