Skip to main content
Book a call — £89
Menu

Company Re-registration UK: Change Legal Status

We're not a law firm — we help you find the right legal support. For advice on your situation, speak to a legal adviser or find a solicitor.

Part ofCompanies House Forms UK

Written by Brad Askew Solicitor (non-practising)
Brad is on the roll of solicitors of England & Wales but does not hold a practising certificate and does not provide legal advice.
Updated June 2026 · England & Wales
Businesses grow and change, and sometimes the legal structure you started with no longer fits where the company is heading. Re-registration is the formal route for changing a company's legal status at Companies House, whether that means moving from a private limited company to a public limited company ahead of listing, dropping PLC status to simplify governance, or switching between limited and unlimited forms. Each route has its own form, its own supporting documents, and its own shareholder approval threshold. Getting the sequence right matters because Companies House will reject filings that lack the proper resolutions, financial statements, or accompanying statements of compliance. This guide walks through what re-registration involves, which form applies to your situation, and the practical points to think about before you file.

Overview

Re-registration is the statutory process under the Companies Act 2006 that allows a company incorporated in one legal form to continue as a different legal form without winding up and starting again. The company keeps the same registered number and continues in existence, but its constitutional status changes.

The routes most commonly used are: a private company becoming a public company (typically to raise capital from the public or seek a market listing); a public company becoming a private company limited by shares (often to simplify reporting); a private limited company becoming an unlimited company; an unlimited private company becoming limited; and a public company becoming an unlimited private company. Each route requires a special resolution of the shareholders, the correct Companies House application form, and the supporting papers that back up the change.

Once Companies House is satisfied, it issues a fresh certificate of incorporation on re-registration showing the new name (if it has changed) and the new status, along with the effective date.

Key steps

  1. Confirm the route is right for your company. Before you file anything, work out which re-registration path actually applies. The rules and share capital requirements differ sharply between, say, becoming a PLC and dropping to unlimited status, so mapping out the destination structure first saves wasted time and filing fees.
  2. Pass the required shareholder resolution. Re-registration needs a special resolution of the members, which generally means at least 75% approval. The resolution must be worded correctly, recorded in the minutes, and filed with Companies House within the usual 15 day window alongside the re-registration application.
  3. Prepare the supporting documents. Depending on the route, you may need revised articles of association, a statement of compliance, recent audited accounts, a valuation of non-cash consideration, or a solvency statement. Missing or incomplete supporting papers are the most common reason applications get rejected.
  4. Submit the correct Companies House form. File RR01 to move from private limited to PLC, RR02 to move from PLC to private, or the equivalent form for unlimited conversions. Include the fee payable to Companies House (check gov.uk for the current amount) and make sure every signature and date is in place.
  5. Update the company's records and stationery. Once Companies House issues the new certificate of incorporation on re-registration, update the company's letterheads, website, contracts, bank, insurers, and HMRC records to reflect the new legal status. Shareholders and directors should also be informed of the effective date.

Common questions

If you're dealing with this kind of situation, a call with an experienced legal adviser can help you work out the right next step — from £89.

Common questions

Q How long does re-registration take at Companies House?
Straightforward paper applications are often processed within a few working days once Companies House has all the correct documents, though complex cases involving revised accounts or share capital adjustments can take longer. If the paperwork is incomplete or a resolution is missing, the application will be rejected and you will need to resubmit, which adds time.
Q Does the company keep the same registered number after re-registration?
Yes. Re-registration changes the company's legal status but not its identity. The company number stays the same, contracts and bank accounts continue, and the company's history at Companies House remains intact. Only the certificate of incorporation, and usually the name suffix (for example Limited becoming PLC), change on the register.
Q What shareholder approval is needed to re-register?
Re-registration requires a special resolution, which means at least 75% of the votes cast by members entitled to vote. Some routes, such as a limited company becoming unlimited, additionally require the unanimous written agreement of every member because of the change in personal liability. Check which consent threshold applies to your specific route before calling the meeting.
Q Can any private company re-register as a PLC?
Not automatically. To re-register as a public limited company, the business must meet the minimum share capital requirement, have shares that are at least one-quarter paid up, and file recent audited accounts with an unqualified balance sheet statement. Companies House will reject an RR01 application where these conditions are not met.
Q Is there a fee for re-registration?
Yes, Companies House charges a filing fee for re-registration, and the fee varies depending on whether you file on paper or, where available, by same-day service. Check gov.uk for the current amount. Payment by cheque or postal order should be made out to Companies House, and any bounced payment will delay the application.
Q Can shareholders object to a re-registration?
In some cases, yes. Where a public company resolves to re-register as private, a minority of shareholders holding at least 5% of the issued share capital (or 50 members) can apply to court to cancel the resolution. Form RR03 is used to give notice of such an application. The court can confirm, cancel, or vary the resolution.
Q Do we need new articles of association?
Usually. The articles need to reflect the new legal status, so a private company becoming a PLC will need articles suitable for a public company, and the reverse applies on a downgrade. The revised articles must be adopted by special resolution and filed alongside the re-registration form, otherwise Companies House will not process the change.
If you're dealing with this kind of situation, a call with an experienced legal adviser can help you work out the right next step — from £89.

Sources

This guide is based on primary UK law and official guidance.

Brad Askew, Solicitor (non-practising)

Written & reviewed by

Brad Askew Solicitor (non-practising)

Brad is on the roll of solicitors of England & Wales but does not hold a practising certificate and does not provide legal advice. LegalDocuments.co.uk is not a law firm and does not provide regulated legal advice.

Full profile →SRA register ↗
Legal disclaimer
This article is for general information only. It is a tool to help you find your way — not legal advice, and not a substitute for speaking to a qualified adviser about your situation.