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RR07 Application by a Public Company for Re-registration as a Private Unlimited Company

The majority of companies, regardless of whether they are public or private companies, are “limited liability”. This means that the shareholders or members are not personally liable for any debts which the company accrues and there is no risk to them financially. Limited liability is one of the main advantages to operating through a company.

However, a company can also be incorporated without limited liability, and this is called an unlimited company. In an unlimited company, all of the members of shareholders are liable for the company’s debts and when the company is would up, the shareholder’s own personal assets may be used to pay the company’s creditors.

The advantage which an unlimited company enjoys over a limited company is that it is subject to fewer regulations and there is no obligation on it to file annual accounts. This is useful where the company wishes to preserve the secrecy of its financial affairs. A public limited company can re-register as a private unlimited company, but this will mean that its members will become personally liable for its debts. Because of this, the re-registration can only take place with the consent of all of the members.

In order to re-register a public limited company as an unlimited company, all of the directors will need to sign this form. The form can be downloaded directly from the government website here.

It must 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.