A company changes its legal type by re registration under Part 7 of the Companies Act 2006, which allows five routes between private, public and unlimited status. Each route needs either a special resolution or the assent of every member, changes to the name and articles, and an application on the relevant RR form with a statement of compliance. The change takes effect when Companies House issues an altered certificate of incorporation.

Which changes of status are possible?

Section 89 lists the only five routes:

From To Sections Members’ approval Companies House form
Private (limited or unlimited) Public limited by shares 90 to 96 Special resolution RR01
Public Private limited 97 to 101 Special resolution, open to challenge for 28 days RR02
Private limited Unlimited 102 to 104 Assent of all members RR05
Unlimited private Private limited (shares or guarantee) 105 to 108 Special resolution RR06
Public Unlimited private 109 to 111 Assent of all members RR07

The form numbers come from the Companies House guidance on event driven filings. A change from limited by shares to limited by guarantee, or the reverse, is not on the list, so a company limited by guarantee cannot simply re register as a share company.

What do all the routes have in common?

Every route requires the company to make the changes to its name and its articles that the new status needs, for example adding or dropping “limited” or “public limited company” and removing or inserting the limited liability article. The application must state the proposed name, attach the articles as proposed to be amended, and come with a statement of compliance, which the registrar may accept as sufficient evidence that the company is entitled to re register.

Where a special resolution is used, a copy goes with the application unless it has already been sent under the general rule in section 30, which requires special resolutions to be filed within 15 days. Companies House charges £124 for re registration, which is a paper service. When the registrar is satisfied, the company is re registered and an altered certificate of incorporation is issued stating that it is issued on re registration. Under sections 96, 101, 104, 107 and 111, the new status and the name and article changes take effect on issue, and the certificate is conclusive evidence that the requirements were met. The company itself continues; it is not a new legal person.

What does a private company need to become public?

This route is covered in depth in our guide to public limited companies, so only the conditions are summarised here. The company must have a share capital and must not previously have been re registered as unlimited (section 90(2)). When the special resolution is passed:

  • allotted share capital must have a nominal value of at least the authorised minimum, £50,000 (sections 91 and 763);
  • each share must be paid up to at least one quarter of its nominal value and the whole of any premium (section 91(1)(b));
  • the company needs a balance sheet dated not more than seven months before the application, an unqualified auditor’s report on it, and an auditor’s statement that net assets were not less than called up share capital plus undistributable reserves (section 92);
  • shares allotted for non cash consideration between the balance sheet date and the resolution generally need an independent valuation (section 93).

A company without a secretary must name a proposed secretary in the application (section 94). Companies House guidance confirms that a company re registering as a plc does not need a separate trading certificate.

How does a public company go private?

A special resolution is passed, but it can be challenged. Under section 98, an application to cancel it can be made to the court within 28 days by holders of at least 5% in nominal value of the issued share capital or of any class, by at least 5% of members if the company is not limited by shares, or by at least 50 members. No one who consented to or voted for the resolution can apply. The court may cancel or confirm the resolution and can order the company to buy out dissenting members.

The RR02 application can only proceed once the position is clear: either no application can be made because of how many members voted in favour, or the 28 days have passed, or any application has been withdrawn or the court has confirmed the resolution (section 97(2)). Companies House guidance explains that applicants notify it on RR04 and the company on RR03, and that a public company can also become private following a court ordered capital reduction (RR08) or a cancellation of shares (RR09) that takes its capital below the authorised minimum.

What is involved in becoming unlimited?

A private limited company can become unlimited under section 102 only if every member assents and it has never been re registered as limited. A member’s trustee in bankruptcy assents in place of the member, and personal representatives can assent for a deceased member. The RR05 is accompanied by the prescribed form of assent, authenticated by or on behalf of all members, and the directors must state that those who authenticated it are the whole membership (section 103).

A public company can go straight to unlimited private status under section 109, again with all members assenting, provided it has never been re registered as either limited or unlimited. Section 78 of the Insolvency Act 1986 protects anyone who was already a past member when the application was lodged: they cannot be made liable for more than if the company had stayed limited. The reasons owners choose this status are explained in our guide to unlimited companies.

How does an unlimited company become limited?

Section 105 requires a special resolution that states whether the company will be limited by shares or by guarantee, and the company must not previously have been re registered as unlimited. A guarantee company must include a statement of guarantee in the RR06. A company that already has allotted share capital must deliver a statement of capital within 15 days after re registration (section 108), unless the information is already on file; Companies House guidance says form SH19 is used for this in some cases.

The liability does not end on the day of the change. Under section 77 of the Insolvency Act 1986, if the company goes into winding up within three years of re registration, anyone who was a member at the time of re registration is liable without limit for debts contracted before then.

How might a switch to unlimited status work?

Illustration only. A private limited company owned by three individuals wants to stop filing accounts on the public register. All three sign the form of assent, the articles are amended to remove the limited liability clause, the name drops “Limited”, and the RR05 goes to Companies House with the £124 fee. If one shareholder had refused, the change could not go ahead, because section 102 needs unanimity.

Four years later the owners want limited liability back. Section 105(2) stops them: an unlimited company cannot re register as limited if it was previously re registered as unlimited. The switch was a one way trip, so before signing the assent they should have weighed whether a fresh limited company could be needed later and what that would cost.

The mirror case works differently. A company formed as unlimited can re register as limited by special resolution on an RR06. The three year tail under section 77 then applies to debts contracted before the change, and section 102(2) prevents it from ever becoming unlimited again.

What mistakes come up most often?

  • Filing the RR02 before the 28 day objection window has closed when not every member voted in favour.
  • Using a balance sheet more than seven months old for the net assets test on going public.
  • Forgetting the name change: the new suffix has to be part of the application.
  • Assuming a single dissenting member can be outvoted on a move to unlimited status; it needs every member.
  • Forgetting that a company can only switch between limited and unlimited status once, in either direction.
  • Overlooking the resolution itself: see our guides to ordinary and special resolutions and filing resolutions at Companies House.

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Sources

Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 8 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.