RR06 Application by an Unlimited Company for Re-registration as a Private Limited Company

The main advantage to operating a business or organisation through a company is that the members or shareholders are usually protected from being personally liable for the debts of the company. This is called limited liability, and most companies are limited liability companies.

However, it is possible for a company to be unlimited and for its members to be personally liable for the company’s debts. The founding members of a company may choose to register it with unlimited liability because there is no obligation to file accounts with Companies House and there are fewer restrictions on how an unlimited company can manage its capital.

If the members of an unlimited company want to take advantage of limited liability, then they can cause the company to be re-registered as a limited private company. It is necessary to pass a special resolution approving the re-registration, and this is then submitted to Companies House, along with a completed copy of this form and an amended copy of the Articles of Association.