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Certificate of incorporation on re-registration meaning

What does Certificate of incorporation on re-registration mean?
A certificate of incorporation on re-registration is the certificate issued by the registrar when a company changes its legal type through statutory re-registration (for example, from a private limited company to a public limited company, or from unlimited to limited). It confirms the company’s re-registered status and name and states the effective date. On issue, re-registration takes effect and any associated changes to the company’s articles/constitution and name become operative. Under the Companies Act 2006, the certificate is conclusive evidence that the statutory requirements for re-registration have been met. The company’s legal personality, registered number and original incorporation date are unchanged; re-registration does not create a new company. Previous incorporation certificates should be retained as evidence of the company’s historical identity and status. In practice, this certificate is routinely required by advisers, lenders, registrars and exchanges (for example, on an IPO) as proof that the company may lawfully use the new suffix (plc, ltd, etc.) and operate in its new form. The position is consistent across England & Wales, Scotland and Northern Ireland (Companies House as registrar). In Ireland, the Companies Registration Office issues an equivalent certificate under the Companies Act 2014 on re-registration between company types (e.g., LTD, DAC, CLG, PLC).
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View the related Practice Notes about Certificate of incorporation on re-registration

PRACTICE NOTES
Incorporating UK private and public companies limited by shares: Companies House process, statutory requirements and post-incorporation actions under the Companies Act 2006 and ECCTA 2023

What is a company? A company is a distinct legal person, separate from its owners. Members own it, while directors run it day to day. Its framework is set by the Companies Act 2006 (CA 2006). As a business structure, it is widely adopted; more than 5 million companies are registered across the UK. The CA 2006 recognises several forms, including: Public or private companies limited by shares Private companies limited by guarantee (used chiefly by charities and other not-for-profit organisations—see Practice Note: Companies limited by guarantee) Unlimited companies (uncommon—see Practice Note: Unlimited companies) This Practice Note focuses on forming public or private companies limited by shares, as these are the predominant models. Why set up a company? A principal attraction of incorporation, compared with trading as a sole trader, a partnership or another vehicle, is the separate legal personality. The company can contract in its own name and bears responsibility for its own debts and liabilities...

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PRACTICE NOTES
End-of-Life Vehicles: producer responsibilities, take-back networks, recycling targets and enforcement—England and Wales

UK legislative framework The statutory framework for end-of-life vehicles in England and Wales is set out in: End-of-Life Vehicles Regulations 2003, SI 2003/2635 (ELVR 2003) End-of-Life Vehicles (Producer Responsibility) Regulations 2005, SI 2005/263 (ELVPRR 2005), and Environmental Permitting (England and Wales) Regulations 2016, SI 2016/1154 (EPR 2016) The UK regime seeks to cut the volume of vehicle-derived waste and to boost the re-use, recycling and recovery of ELVs by: restricting hazardous substances in new vehicles promoting vehicle design and manufacture that enable re-use and recycling supporting the incorporation and integration of recycled materials securing collection, treatment, re-use and recovery of ELVs via producer responsibility and the use of authorised treatment facilities (ATF) setting re-use, recycling and recovery targets for ELVs and their parts Defra has issued guidance on the regulation of ELVs. The producer (manufacturer or importer) holds responsibility for compliance. ‘Producer responsibility’ means that product producers carry financial and/or organisational...

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PRACTICE NOTES
UK company name changes: Companies Act 2006 procedures, Companies House filings, fees, effective date and practical steps

This Practice Note should be read alongside Practice Note: Company names and business names, which summarises the legal requirements and restrictions governing company and business names. For information on the obligations to disclose a company’s name and other registration particulars at its premises, in its communications, and on business stationery and related documents, see Practice Note: Trading disclosures. Choosing a new company name Before taking any steps to change a company’s name, the company and its directors should confirm that the proposed name is permitted under the relevant legislation. The following set out the restrictions and requirements for company, limited liability partnership and business names: Companies Act 2006 (CA 2006) The Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 The Company, Limited Liability Partnership and Business Names (Sensitive Words and Expressions) Regulations 2014 The company should also check that there are no existing companies registered with the chosen name (or a name that would be regarded...

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View the related Precedents about Certificate of incorporation on re-registration

PRECEDENTS
AIM Admission and Placing Agreement (precedent) between Company, Nomad and Directors, with conditions, warranties, indemnities, fees and lock‑in; governed by English law

This Agreement is dated [ insert day and month ] 20[ insert year ] Parties [ insert name of Company ], a company registered in [ England and Wales ] with company number [ insert company number ], whose registered office is at [ insert address ] (the Company); [ insert name of the nominated adviser ], a company registered in [ England and Wales ] with company number [ insert company number ], whose registered office is at [ insert address ] (the Nomad); and the persons named and addressed in Schedule 1 (the Directors). Recitals (A) The Company was incorporated under the Companies Act [ insert relevant year ] as a [ public OR private ] company limited by shares with company number [ insert number ] on [ insert date ] under the name [ insert name of company on incorporation ]. [ On [ insert date ] the Company [ re-registered as a public company limited...

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PRECEDENTS
Precedent placing and admission to the Official List and LSE Main Market agreement between company, sponsor and directors (England and Wales)

This Agreement is entered into on [ insert day and month ] 20[ insert year ] Parties [ insert name of Company ] a company incorporated in [ England and Wales ] with registration number [ insert company number ] whose registered office is at [ insert address ] ( Company ); [ insert name of the sponsor/broker ] [ a company OR an LLP ] incorporated in [ England and Wales ] with registration number [ insert company or LLP number ] whose registered office is at [ insert address ] ( Sponsor ); and the persons whose names and addresses appear in Schedule 1 (the Directors ). recitals (A) The Company was formed under the Companies Act [ insert relevant year ] as a [ public OR private ] company limited by shares with company number [ insert registered number ] on [ insert date ] under the name [ insert name of Company on incorporation ]. [...

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