• The re-registration of a public company as a private limited company requires the passing of a special resolution in which the members authorising the re-registration and the making of appropriate changes to its memorandum and articles of association.
  
  
• Once the resolution and other re-registration documents have been filed with Companies House, an application may be made to the court for the cancellation of the special resolution by:
  
  (a) the holders of not less in aggregate than 5 per cent in nominal value of the company’s issued share capital or any class of it; or
  
  (b) if the company is not limited by shares, by not less than 5 per cent of its members; or
  
  (c) by not less than 50 of the company’s members
  but no application may be made by a member who consented to or voted in favour of the re-registration resolution.
  
  
• Any objection must be made within 28 days of the passing of the special resolution authorising the application for re-registration. Accordingly Companies House will not issue a re-registration certificate until a period of at least 28 clear days has elapsed from the date of the special resolution unless they receive confirmation in writing that all of the members voted in favour of the resolution or the application is made by way of written resolution.
  
  
• Re-registration of the company is effective from the date of issue of the certificate of re-registration by Companies House.
  
  
• This procedure can only be used to re-register a public company as a company limited by shares or by guarantee.

• The re-registration of a private company as a public company requires the passing of a special resolution in which the members authorise the re-registration and the making of appropriate changes to its memorandum and articles of association.
  
  
• A company may not use this procedure to re-register if it has previously been re-registered as unlimited.
  
  
• A private company cannot pass the necessary special resolution to re-register unless it has an allotted share capital with a nominal value of not less than £50,000 and each of the company’s allotted shares is paid up at least as to one quarter of the nominal value and the whole of any premium on it. There are further requirements if any part of the payment for the shares includes undertakings.
  
  
• In addition, if shares have been allotted by the company between the date of the relevant balance sheet and the date of the passing of the resolution to re-register and those shares were allotted as fully or partly paid up as to their nominal value or any premium on them otherwise than in cash, a valuation report complying with the requirements if the Companies Act 1985 will be required.
  
  
• A public company must have a minimum of 2 directors and the company secretary must be qualified in accordance with the provisions of section 286 of the Companies Act 1985.
  
  
• The application for re-registration must be accompanied by a balance sheet of the company prepared as at a date not more than seven months before the date of lodging the application at Companies House. The balance sheet must have a signed auditors’ report on it. The auditors’ report must state, without material qualification, that in their opinion the balance sheet has been properly prepared in accordance with the Companies Act 1985.
  
  Note that if the balance sheet was not prepared for a financial year of the company, the auditors’ report must state that in the auditors’ opinion the balance sheet has been properly prepared in accordance with the provisions of the Companies Act 1985 which would have applied if it had been so prepared.
  
  A qualification will be regarded as material unless the auditors’ state in the report that the matter giving rise to the qualification is not material for the purpose of determining (by reference to the company’s balance sheet) whether at the balance sheet date the amount of the company’s net assets was not less than the aggregate of its called up share capital and undistributable reserves.
  
  
• The application for re-registration must also be accompanied by a copy of a written statement by the company’s auditors that in their opinion the relevant balance sheet shows that at the balance sheet date the amount of the company’s net assets was not less than the aggregate of its called-up share capital and undistributable reserves.

Please note that there are other additional requirements apply to public companies which are not summarised here.