Conversions: Limited by shares to guarantee

Company limited by shares to limited by guarantee

There is no statutory procedure for re-registering a company limited by shares to a company limited by guarantee. It is not possible to to convert the same corporate entity from one type of limited liability to the other. It is possible, however, to create a new company limited by guarantee under the same name and then to transfer the undertaking and assets from the 'old' company to the new one. The new company will be a separate legal entity, with a different company number from the previously existing company. It will need a new VAT registration and existing long-term contracts, such as leases, bank arrangements, etc. will have to be renewed or assigned.

The procedure would be:

  • change the name of the existing company so that it may be used for the new one
  • register the new company as a company limited by guarantee
  • the two companies approve a contract between them under which all or some of the assets and all or some of the liabilities are transferred from one company to the other. Care must be taken with this as the contract will be a substantial property transaction in which all the directors are interested. See directors' conflicts of interest for more information

From an accounting point of view the most convenient date for the transfer will usually be at the end of the existing company's financial year so that accounts can be drawn up for whole years. The company's accountant should be consulted on this matter.

Our service
The Company Law Solutions service includes:

  • guidance as to the applicable procedures and requirements
  • dealing with the change of name for the existing company
  • registration of the new company
  • drawing up the contract
  • all procedures for it to be approved by both directors and members of the two companies
  • our straightforward, step by step guide to completing the procedures
  • checking by us when the documents are completed (if required)
  • Registration of documents and forms at Companies House (if required).

Most conversions of this type will be covered by our benchmark price for this service. Please see our prices guide. If any special requirements are provided there may be additional costs, which will be advised on receipt of detailed instructions.