Classification of Companies and Re-Registration from one Type of Company to another after Business Registration UK

11 Oct

At the start of the company a registration for that company is required. This may be done via Companies House, through the Registrar for UK based companies. It is a well-known fact that companies house register new company that intend to setup in the premises of England. It must also be known that the step of business registration UK may take place again if one intends to change the type of already running company. A company may have different forms. The Companies Act has defined the different types of companies. This article will discuss the different forms of companies. And their re-registration into any other form of the company.

Types of Companies

According to Companies Act 2006, the Section 3 defines the types of companies subjected to different liabilities.

Limited Company

One who wants to register limited company UK must know the definition of a limited company. A company may own limited shares or limited guarantee. However, the limit may be a result of some regulating articles in the constitution of company. In other words, the members have a limited liability. And the amount is determined by terms in the constitution of the company.

Unlimited Company

In an unlimited company, the shares of a company or the guarantee of that company is unlimited. The members have unlimited liabilities. Alternatively, it may be asked by the members to present all of their liabilities to the charger. According to Section 448 of Companies Act, there is no such compulsion on unlimited companies for the publication of their reports and accounts.

Subtypes of Limited Company

A limited company may have subtypes. That are the following:

Companies having Limited Shares 

A company may have a limitation upon its shares. A member from such a company may not have to pay an amount that is greater than the leftover balance to be paid on his personal shares, to contribute in the payment of debts taken from the creditor.

Companies having Limited Guarantee

Any member belonging to a company limited by guarantee just pay for some contribution in the belongings of the company whenever a liquidation is ordered. The value of this grant is decided in the Articles of Association. A company limited by guarantee is generally created for some goals that are non-profit and of charitable nature.

Public Companies

Section 4 of Companies Act 2006 defines public companies as those companies in which certificate of incorporation mention their type as public. Moreover, all the requirements mentioned in Companies Act are fulfilled by the company for the registration process or for the re-registration process. The public companies requires at least 50000 pounds as the share capital as per subsection 761 and 763 of Companies Act 2006 and an equivalent amount may be given in the form of euro or sterling as per Section 763 of Companies Act 2006. A public can also have limited shares. In public companies, the shares can be sold out to public via advertisement as per Section 755 of Companies Act 2006. However, more regulations apply on such shares. The name of a public company may include “plc” at the end of the company’s name as per subsection 58ff. A public company requires a minimum of two directors as mentioned in Section 154.

Private Companies

According to Section 4 of Companies Act 2006, a simple definition for private companies is that they are the companies that are not public. The private companies may only get the allowance of taking decisions via written resolutions method as mentioned in subsection 288ff.  A private company’s name may end with “Limited” per subsection 58ff. A private company may have to appoint just one director according to Section 154 of the same act.

A company may get registered again as any other form of company. For instance, a private company register as a public company or a limited may transform into an unlimited company. This can be done via the process of re-registration. And subsection 89ff of Companies Act 2006 allows this process.

Re-Registration Process According to Companies Act 1985

Companies Act of 1985 outlines the process of re-registration for any company in detail.

Regulations for Private Company Re-Registering as Public Company

Section 43 of Companies Act 1985 provides rules for re-registration:

  • A resolution for re-registration should be approved by the members and the Registrar is provided with documents including the application for re-registration.
  • A company that has already been re-registered as an unlimited company cannot benefit from this Section.
  • The special resolution should change the status of the company in the memorandum, and bring other necessary changes such as the change of name. Also, the articles of the company may be altered wherever required by the special resolution.
  • Either the director or the secretary has to sign the application. And the documents submitted along with the application should include, a copy of altered memorandum and constitution in printed form, a statement by auditor in written form to ensure that the amount of company’s net assets is greater than or equal to the amount of the share capital and reserves that cannot be distributed. The documents may also include balance sheets subjected to different provisions of this Section.
  • The resolution stating the change of status should also be provided to the company.

Regulations for Public Company Re-Registering as Private Company

Section 53 deals with the re-registration of public company as private company. Just like the private company transformation into public company, the vice versa also requires a special resolution to be passed along with an application. The memorandum and articles should be amended as per requirements by the special resolution. Additionally, the following provisions are given by the company:

  • If any application to cancel the resolution for change of status is not passed, the duration given for any submission of any such application should be mentioned, provided that the duration has expired.
  • If any such application was submitted, and if it was abrogated later or any order was given regarding that application, it should be informed to the registrar.
  • The section provides for the re-registration of public companies as a companies limited by shares or guarantee only.

Regulations for Limited Company Re-Registering as Unlimited Company

A company that initially is a limited company and has to re-register as an unlimited company need to follow the rulings under Section 49:

  • The Section does not apply on companies that are either limited by re-registration under Section 51 of Companies Act 1985, or that are formerly re-registered as unlimited or are public.
  • An application should be submitted altering the following points in a memorandum and a registered constitution:
  • The share capital should be shaped as such it fulfils the requirements of an unlimited company’s share capital.
  • In case of absence of share capital, the required changes should be made.
  • For an unregistered constitution, the fact should be made a part of the application. Moreover, the application should appeal for the registration of the articles. Any changes required for share capital or no share capital should be proposed in the application accordingly.
  • The Registrar should be provided with the following documents:
  • A form of consent depicting that all the members are agreeable to change being brought in the company.
  • The directors should confirm that all the members have given the consent in the matter either personally or via a proxy. The director should also confirm that whoever is submitting the application, is doing it on behalf of all the members. Also, it should be made sure that those members who were unable to give their views in that form and appointed proxies for that purpose, have appointed the proxies fairly and following all the terms required by the law.
  • Copies of memorandum subjected to alterations and any registered articles subjected to changes of association should be provided in a printed version.
  • If there is any deceased member in the company, a person authorized to act on the deceased’s behalf should be given a form for taking consent. And the acting person’s consent should be considered as the consent of the deceased member.
  • If a member becomes bankrupt, the trustee of that member will give the consent on behalf of that bankrupt member.

Regulations for Unlimited Company Re-Registering as Limited Company

Any unlimited company that intends to transform into a limited company must follow the rulings provided by Section 51 of Companies Act 1985. The process for register limited company UK is as follows:

  • This purpose also requires a special resolution to be passed and the resolution should be brought into conformity with the relevant changes and requirements set out by this Section.
  • If any company is unlimited by type and is relevant to the rulings provide by Section 49 of this Act, the status of such a company cannot be changed under this Section.
  • No company can be re-registered as a company with public status under this Section.
  • This should be mentioned in the special resolution that the company will have limited shares or limited guarantee.
  • In case of a company limited by shares, the initial amount of share capital should be mentioned. Also, the changes relevant for a limited company by shares should be brought in the memorandum and the constitution of the company.
  • In case of limited by guarantee, the changes should be brought in the memorandum and any registered articles of association in the company which are necessary for the transformation of a company into limited by guarantee.
  • After the resolution subjected to Section 380 is received by the Registrar, the application along with the relevant documents should be sent to the Registrar. The application should be authenticated by the director or secretary via taking their signatures on it.
  • The relevant documents that are to be sent to the Registrar must include the copies of altered memorandum and copy of articles if any registered articles were altered.
  • An unlimited company intending to get re-registered as a public company per the 43rd Section of Companies Act 1985 cannot be re-registered via this resolution.

Re-Registration Certificate

If all the required documents have been submitted to the Registrar and the Registrar finds nothing wrong with them, he may give his approval to the request of re-registration. After the approval, a certificate for re-registration may be issued to the company. As a consequence of the issuance of the certificate, the status of the company may be changed into the required status. The changes proposed in the memorandum and articles may become effective. The certificate will act as a proof that the company had fulfilled all the requirements outlined by the law and made the provision of all the relevant documents. It may also suggest that the company is fairly re-registered.

As companies house register new company, the re-registration can take place via the above mentioned processed. Therefore, if any company feels uncomfortable in managing and prospering under one form of the company can after certain steps transform into any other form of company. However, there are some restrictions and not every kind of transformation is possible. For instance, setting up a ltd company UK is not possible for a company that unlimited by type and is subjected to Section 49 of Companies Act 1985.

* The email will not be published on the website.