Tuesday 6 September 2011

LIMITED COMPANY

Conversion of a private limited company to a public limited company

Both a private company limited by shares and an unlimited company with a share capital may re-register as a plc., but a company without a share capital cannot do so.

A private company must pass a special resolution that it be so re-registered and deliver a copy of the resolution together with an application form to the Registrar. The resolution must also:

#alter the company's memorandum so that it states that the company is to be a public limited company,
#increase its share capital to the statutory minimum of £50,000,
#make any other alterations to the memorandum so that it conforms to that required for a public limited company,
#make any required alterations to the articles of association of the company.

The private company if it does not already have sufficient issued share capital must issue £50,000 in shares a minimum of 25% part paid.


Conversion of a public limited company to a private limited company

In some jurisdictions a public limited company may re-register as a private limited company or private unlimited company at any time with few formalities.

A 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. A special resolution to re-register is not require