RR03 Notice by the Company of Application to the Court for Cancellation of Resolution for Re-registration

Where a public limited company wishes to re-register as a private limited company it may do this by passing a special resolution approving the re-registration and applying to Companies House.

In a private company it is easier for majority shareholders to exert influence and minority shareholders have less protections. Because of this, where a public company passes a special resolution in order to re-register the company, it is possible for minority shareholders to challenge the resolution in court as long as they can gain the support of at least 5% of the company’s members or shareholders by value.

The Court has the power to cancel the resolution approving the re-registration or to order the company to ‘buy out’ the minority shareholders and reduce its capital accordingly. Wherever a public company has applied to Companies House for re-registration and a challenge has been launched in court, the directors of the company must notify Companies House using this form.