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RR05 Application by a Private Limited Company for Re-registration as an Unlimited Company

Most companies, whether public or private, are “limited liability”, which means that the shareholders are not personally liable for any debts which the company incurs and this is often seen as the main advantage to operating through a company.

However, it is also possible to incorporate an “unlimited liability” company, in which members’ liability for the debts of the company is not limited. This means that when the company is wound up, the liquidators can call on all of the personal assets which are at the disposal of the shareholders in order to satisfy the company’s creditors.

The main advantage of an unlimited company is that it does not have to file accounts with Companies House, and there are very few restrictions to the way in which it can handle its capital. A private limited company can re-register as a private unlimited company, but because its members will become personally liable for the company’s debts, this can only be done with the assent of all of its members.

In order to re-register, this form should be completed and then signed by all of the directors of the company. The form can be downloaded directly from the government website here.

It should be sent to Companies House along with the signed assent of every member or shareholder of the company – a template assent form can be downloaded here.