Converting a Private Limited Company to a Public Limited Company: Ltd-PLC
A UK Private Limited Company may wish to re-register as a Public Limited Company to be able to offer its shares to the public.
The 2006 Companies Act allows a Private Limited Company to be re-registered as a Public Limited Company if it meets specified conditions.
Companies House will issue an amended Certificate of Incorporation when the company becomes a Public Limited Company and this Certificate acts as conclusive evidence that the requirements of the Companies Act 2006 as to re-registration have been complied with.
Re-register to a PLC fees
- Companies House application to re-register filing fee: £20
- Drafting of Special Resolution: £80
- Changes to the Articles of Association: £140
- Due Diligence: £180
- Certified Certificate of Incorporation: £100
- System Day fee: £600
- Company Secretary is required for a PLC
- Two Directors are required for a PLC
Process to Re-register as a PLC
- We complete form RR01 and file with Companies House to re-register the Private Limited Company to a Public Limited Company
- This application for re-registration is filed together with other required documents
- Special Resolution is drafted
- Authorised and allotted Share Capital may not be less than £50,000 or €57,100
- A minimum of 25% paid-up nominal value for each share
- The company must also change its Company Name (Ltd to PLC) and its Articles of Association to become a public company
- Companies House will issue a Certificate of Incorporation altered to reflect the company’s re-registered status
A private limited company may re-register as a PLC, the private company must pass a special resolution and deliver a copy together with an application form to the UK Registrar of Companies. The resolution must:
- Change the company’s memorandum to state that the company is to be a public limited company
- Make any other alterations to the Memorandum of Association so it conforms to the requirements of a PLC
- Make the required alterations to the Articles of Association of the company
The application must be on Form RR01, be signed by a director or the company secretary, and accompanied with the following documents:
- Copy of the special resolution that the company should re-register as a public limited company (unless previously delivered)
- A printed copy of the articles as proposed be amended
- Copy of a balance sheet prepared not more than seven months before the application date and containing an unqualified report by the company’s auditors
- Auditors written statement in relation to section 92(1)(c) of the Companies Act 2006
- Copy of the auditors’ unqualified report
- Valuation report on any shares issued as fully or partly paid up except in cash after the balance sheet date
- Statutory declaration confirming that the resolution has been passed, and that there has been no change in the company’s financial position causing its net assets to be reduced to less than its called up share capital and reserves
Registration of a Private Limited Company to a Public Limited Company
The company applies to be re-registered as a public company by the name of: ____________.
And for the purpose delivers the following documents for re-registration:
- A copy of the special resolution that the company should re-register as a public limited company
- A printed copy of the articles as proposed to be amended.
- A copy of the auditors written statement in relation to section 92(1)(C) of the Companies Act 2006.
- A copy of the Balance Sheet. The balance sheet must be made up to a date not more than 7 months before the date of this application.
- A copy of the auditors unqualified report may be required
- If applicable, a copy of the valuation report in accordance with section 93(2)(a)of the Companies Act 2006.
- If there is no company secretary appointed, a statement of the company’s proposed secretary in accordance with section 95 of the Companies Act 2006 needs to be completed.