Re-registration of an unlimited company as limited

The following Corporate practice 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
  • Special resolution
  • Statement of guarantee
  • Amendments to articles of association and change of name
  • Statement of compliance
  • Companies House filing fees
  • The re-registration
  • Statement of capital
  • More...

Re-registration of an unlimited company as limited

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.

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—for details see Practice Note: Unlimited companies), 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

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