Change your business structure

You can re-register your company to change its legal status from:

• a private company to a public company
• a public company to a private company limited by shares
• a private limited company to an unlimited company
• an unlimited private company to a limited company
• a public company to an unlimited private company

On re-registration, Companies House will issue you with an amended certificate of incorporation. The certificate will include the changed name and status of the company and the date of re-registration.

Re-registration from a private company to a public company

A private company with a share capital can re-register as a public company by passing a special resolution to do so.

You must deliver the application to re-register as a public company to Companies House on form RR01, accompanied by:

• a copy of the special resolution
• a printed copy of the amended Articles of Association
• a copy of the relevant balance sheet
• a copy of the auditor's written statement
• a copy of the auditor's unqualified report
• a statement of the proposed secretary (if the company doesn't currently have one)

Re-registration from a public company to a private company

There are four ways in which a public company can re-register as a private company:

• By passing a special resolution - you must deliver the application to re-register to Companies House on form RR02. This should be accompanied by a copy of the special resolution and a printed copy of the amended Articles of Association.
• Following a court order to reduce capital - you must deliver the application to re-register to Companies House on form RR08 accompanied by a copy of the court order and a printed copy of the amended Articles of Association.
• Following a cancellation of shares - where a cancellation of the shares results in the value of share capital falling below the minimum for a public company, the company must re-register as a private company. You must deliver the application to re-register to Companies House on form RR09 accompanied by a copy of the director's resolution and a printed copy of the amended Articles of Association.
• Following a reduction of capital due to a redenomination of shares - by delivering form RR05 to Companies House with assent from all the members and a printed copy of the amended Articles of Association.

Re-registration from an unlimited company to a private company

An unlimited company may re-register as private limited company by shares or guarantee by passing a special resolution. You must deliver the application to re-register to Companies House on form RR06 accompanied by a copy of the special resolution and a printed copy of the amended Articles of Association.

Re-registration from a public company to a private unlimited company

A public company may re-register as an unlimited company by delivering form RR07 to Companies House with assent from all the members and a printed copy of the amended Articles of Association.