Re-registration of an unlisted public company as a private limited company—circular to shareholders and notice of general meeting
Re-registration of an unlisted public company as a private limited company—circular to shareholders and notice of general meeting

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  • Re-registration of an unlisted public company as a private limited company—circular to shareholders and notice of general meeting

Re-registration of an unlisted public company as a private limited company—circular to shareholders and notice of general meeting

Company number: [insert company number]

[insert company name] PLC

(the Company)

Circular to shareholders and notice of general meeting

Part 1—Letter from the Chair

Dear Shareholder

The Company is seeking the approval of its shareholders (the Shareholders) to re-register from a public company to a private limited company (the Re-Registration).

The purpose of this document is to convene a general meeting at which the resolution to re-register will be proposed (the General Meeting), and to provide you with a background to the proposed Re-Registration.

The Re-Registration

Public companies are subject to more extensive administrative requirements than private companies, and they are not permitted to use several simplified procedures under the Companies Act 2006 (the CA 2006) that private companies benefit from. Consequently, the directors of the Company have decided to re-register the Company as a private company because [the administrative burden involved with being a public company outweighs the benefits AND/OR [Insert further details as required.]]

In order to re-register as a private limited company the Shareholders must pass a special resolution approving the Re-Registration. The General Meeting is being convened for that purpose.

Adoption of new articles of association

As part of the Re-Registration, the directors propose to adopt new articles of association to replace the Company's existing articles of association with effect from Re-Registration. A

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