How to Change a Private Limited Company Into Public

Under the Companies Act of 2006, a private limited company may legally convert to a public limited company. To convert, the private limited company may re-register as a public limited company with the Companies House. The Companies House is the U.K. government agency responsible for company registration in England, Wales, Scotland and Northern Ireland. To be approved for re-registration, a private limited company must change the administrative structure of the company, submit a formal application with supporting documentation, and meet financial requirements established by the Companies Act of 2006.

Things You'll Need

• Special written resolution declaring the conversion to a public limited company
• Form RR01
• Copy of articles of association
• Recent balance sheet
• Auditor statement and report
• New company name

Instructions

1. Change the administrative structure of your private limited company to conform to the requirements of a public limited company. The Companies Act of 2006 requires your private company to issue a special resolution to formally declare the conversion to a public limited company. In addition, you must amend the administrative structure in place for the private company including the articles of association and company name to reflect the new identity of the company as a public limited company.

2. Position your company's finances to meet the standards of a public limited company. When your company's management convenes to issue the special resolution formally declaring the conversion to a public limited company, your company's finances must conform to meet public company requirements. Public company requirements mandate that shares in a public company be capitalized. Part 7, Section 91 of the Companies Act of 2006 specifies the capital requirements for different situations. In addition, your company has to prove its financial health. A balance sheet showing your net assets must be submitted with your application. The balance sheet must not be more than seven months old when you submit your application and the integrity of the information must be verified by an auditor who submits a statement and a report about the financial state of the company.

3. Compile the re-registration packet to submit to the Companies House for consideration. The packet for re-registration may include Form RR01, your special resolution declaring the conversion to a public limited company, amended articles association, balance sheet and all related supporting documents. In addition to documentation, the Companies House requires a general filing fee of £20 or a priority fee of £50 for same-day re-registration service. Mail the re-registration packet to your corresponding Companies House office:

   For companies wishing to register in England or Wales:
   The Registrar of Companies
   Companies House,
   Crown Way
   Cardiff, Wales CF143UZ
   DX 33050 Cardiff

   For companies wishing to register in Scotland:
   The Registrar of Companies
   Companies House
   Fourth Floor
   Edinburgh Quay 2
   139 Fountainbridge
   Edinburgh, Scotland EH3 9FF
   DX ED235 Edinburgh 1
   Or LP-4 Edinburgh 2 (Legal Post)

   For companies wishing to register in Northern Ireland:
   The Registrar of Companies
   Companies House
   First Floor
   Waterfront Plaza
   8 Laganbank Road
   Belfast, Northern Ireland
   BT1 3BS
   DX 481 N.R. Belfast 1

References

• Office of Public Sector Information: Companies Act 2006 (PDF)
• Companies House: About
• Companies House: Documents Required for Re-registration

Resources

• Companies House: Government Registration Site for U.K. Businesses
• Companies House: Form RR01 (PDF)