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RR02 Application by a Public Company for Re-registration as a Private Limited Company

Limited companies come in two varieties – private and public. There is a degree of prestige associated with public companies and only public companies are entitled to raise capital or attract investment by offering their shares for sale to the public.

A public company may choose to re-register with Companies House as a private company, and there are a number of advantages to this:

  • Private companies are subject to fewer rules and restrictions than public companies  - for example, a private company only needs to have one officer (a single director) whilst a public company must have at least two directors as well as a company secretary.
  • Private companies only need to have £1 in share capital, whereas public companies are required to maintain a minimum of £50,000 share capital. If a company wishes to reduce its share capital, then it can do this much more easily as a private company.
  • In a private company it is easier for a single majority shareholder or group of shareholders to exert control over the company

In order to re-register, a public company must pass a special resolution  approving the re-registration. A general meeting of the shareholders must be called and a majority of 75% of shareholders by value must agree to the resolutions. Once the resolution has been passed, a copy must be delivered to Companies House, together with a completed copy of this form, a copy of the amended Articles of Association and the relevant filing fee.

This form can be downloaded directly from the government website here.