Conversions: Public to private
Public company (plc) to private company limited by shares
A public company (plc) can be re-registered as a private company limited by shares provided:
- it adopts new articles suitable for a private company
- the shareholders pass a special resolution
- the necessary documents and forms are sent to Companies House for registration
- the registration fee of £20 is paid to Companies House (or £50 for same day service)
The holders of 5% of the shares (or any class of shares) or any 50 members may object to the court within 28 days of the passing of the special resolution, and then the court has a discretion to allow the resolution to proceed or to cancel it, or to adjourn proceedings for a compromise to be attempted, or to order that dissenting shareholders' shares be bought out.
The Executive of the Takeover Panel has to be informed of the proposed re-registration and must approve the notice of the General Meeting at which the special resolutions are to be passed. The notice must include details of the rights that shareholders in the company will be giving up when the company ceases to be a public company and so they will no longer be protected by provisions of the Takeover Code.
If the company is to be registered with a different name (apart from the compulsory change from "plc" to "Limited" at the end of the name) the new name must be acceptable for registration.
- guidance as to the applicable procedures and requirements
- amended articles of association
- notices of directors' meetings
- minutes of directors' meetings
- notice of shareholders' meeting including information about the implications of re-registration as a private company
- minutes of shareholders' meeting
- draft letter to Executive of the Takeover Panel
- completed official forms for Companies House
- our straightforward, step by step guide to completing the procedures
- checking by us when the documents are completed (if required)
- dispatch by us to Companies House of the completed and checked documents (if required)
Most conversions of this type will be covered by our benchmark price for this service. If there are special requirements as to the company's articles or shareholders object to the re-registration, there will be additional charges. Please see our prices guide.