Re-Registering a Company - Converting to a PLC - Community Interest Company (CIC) FAQs

Yes. A private company limited by shares and an unlimited company with a share capital may re-register as a public company. However, a company without a share capital cannot do so. A private company wishing to become a public company must pass a special resolution stating that it is to be re-registered as a public company and deliver a copy of the resolution together with an application form to Companies House. The resolution must also:

• alter the company's memorandum so that it states that the company is to be a public company;
• make any other alterations to the memorandum as are necessary so as to ensure it conforms with the requirements that relate to a public limited company; and
• make any necessary alterations to the articles of association of the company.

Further information about resolutions is available in our 'Resolutions guidance at www.companieshouse.gov.uk

A director or secretary of the company must sign the application which must be on Form 43(3), and be accompanied by the following:

• a copy of the memorandum and articles of association of the company altered in accordance with the special resolution discussed above;
• a copy of a balance sheet prepared not more than 7 months before the application date, together with a copy of an unqualified report by the company's auditors;
• a copy of a written statement by the company's auditors stating that in their opinion the net assets of the company at the balance sheet date were not less than the company's called-up share capital and its undistributable reserves;
• a copy of a valuation report relating to any shares that are allotted as fully or partly paid up other than in cash, after the balance sheet date but before the passing of the special resolution;
• a statutory declaration made by a director or secretary of the company on Form43(3)(e) confirming that the company has passed the resolution, and that there has been no change in the company's financial position causing its net assets to be reduced to less than the aggregate of its called-up share capital and undistributable reserves; and
• an appointment Form 288a if the company does not have an appointed secretary, as a public company requires a qualified company secretary.

In addition to the above requirements, a private company seeking re-registration as a public company must, at the time of passing the special resolution to re-register, have an allotted share capital with a nominal value of not less than £50,000 or €65,600. Each of the allotted shares must be paid up to at least a quarter of the nominal value and the whole of any premium.

If you wish to re-register as a public company and elect to satisfy the minimum share capital requirement in euros rather than in sterling, this election needs to be made by adopting Form 43(3). To assist applicants, Companies House has produced a modified version of Form 43(3)(available online) which complies with the requirement to make a specific election to use euros. If you wish, you can continue to use the prescribed Form 43(3) but you will need to adapt it when electing to use euros.

The unmodified and prescribed Form 43(3) continues to be the proper form to use for companies satisfying the minimum share capital requirement in sterling.

An unlimited company, in addition to the above, must:

• include a statement in its special resolution that the liability of the members is to be limited and what the company's share capital is to be; and
• make such alterations to the memorandum and articles of association as are necessary for them to conform to those of a company limited by shares.

Yes. A public company may re-register as a private company limited by shares or by guarantee by passing a special resolution to do so. However, if enough members object to the passing of the resolution, they may apply to the Court (under section 54 of the Companies Act 1985) to cancel the resolution. They must make the application within 28 days of the resolution being passed. The Court can either cancel or confirm the special resolution upon hearing such an application.

The application that is submitted to Companies House for re-registration must be on a Form 53 accompanied by copies of the resolution and copies of the company's memorandum and articles of association, as modified to meet the company's new circumstances.

The Court may also order a public company to re-register as private on approving a 'minute of reduction' of share capital which results in the issued share capital falling below the statutory minimum. In such a case the Court will also specify alterations to the company's memorandum and articles of association. A special resolution to re-register is not required in these circumstances.

Alternatively, a public company may have to re-register as private if its allotted share capital falls below the statutory minimum by means other than a Court Order. These include the forfeiture surrender or acquisition of shares.

In all cases (except where a court has specified in an order the alterations to be made) the company will need to pass a resolution to alter the memorandum and articles of association to meet the requirements of a private company.

The standard fee for re-registration is £20, or £50 for the premium same-day service. If the company is re-registering and changing its name at the same time, an additional change of name fee of £10 is also payable, so the total fee is £30 (or £100 for the premium same-day service). In summary the fees are:

• Re-registration £20;
• Same-day re-registration £50;
• Simultaneous re-registration and change of name £30; and
• Same-day simultaneous re-registration and change of name £100.

Deleting the words 'company' or 'and company' (or their abbreviations or their Welsh equivalents) from a company name would normally be classed as a change of name. However, this is not so on re-registration. If you are in any doubt about the appropriate fee, please contact us on +44 (0)303 1234 500.

Yes, an existing company can apply to the Regulator of Community Interest Companies if it wishes to convert to a Community Interest Companies. For further details, please refer to the CIC website at www.cicregulator.gov.uk.

Companies House collect fees on behalf of the Regulator of Community Interest Companies. The fees for CICS are:

• Conversion to a Community Interest Company: £25 (£15 is attributable to Companies House and £10 to the Regulator of Community Interest Companies);
• Change of name: £10 (solely attributable to Companies House);
• Change of status (e.g. from private to public): £35 (£20 is attributable to Companies House and £15 to the Regulator of Community Interest Companies); and
• Simultaneous conversion to a Community Interest Company and a change of status (Re-registration): £35 (£20 is attributable to Companies House and £15 to the Regulator of Community Interest Companies).