Conversions: Unlimited company to company limited by guarantee

Unlimited company to company limited by guarantee

An unlimited company is a registered company which has no limited liability. It is registered at Companies House like any other company, having articles of association, directors, members, etc., but if the company cannot pay its debts, the shareholders are liable to contribute to the company's assets without limit so that the company can pay all its debts. Such companies are not widely used. They have one major advantage over ordinary limited companies: an unlimited company is not required to register its accounts at Companies House.

An unlimited company can be converted to a private company limited by guarantee provided:

  • the shareholders pass a special resolution approving the conversion
  • it adopts new articles suitable for a company limited by guarantee
  • 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)

If the company is to be registered with a different name (apart from removing the word 'Limited' at the end of the name), the name must be acceptable for registration.

Note that a company that has already been re-registered from limited to unlimited cannot subsequently be re-registered as limited.

Our service
The Company Law Solutions service provides all required:

  • guidance as to the applicable procedures and requirements
  • amended articles of association
  • notices of directors' meetings
  • minutes of directors' meetings
  • notices of shareholders' resolutions
  • shareholders' consent
  • 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. Please see our prices guide. If special requirements for the company's articles are required there may be additional costs.