Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Re-registration definition

What does Re-registration mean? Re-registration is the statutory process for changing a company’s status or type without creating a new legal entity—for example, converting a public company limited by shares to a private company limited by shares, or moving between limited and unlimited status. In the UK (England & Wales, Scotland and Northern Ireland) it is governed by Companies Act 2006, Part 7. Typical features include: shareholder approval (usually by special resolution), amendment of articles, satisfaction of eligibility criteria (for example, capital and disclosure requirements on private-to-public), director/solvency statements where applicable, and filing the prescribed application and documents with Companies House. The change takes effect...

Re-registering a Private Limited Company as Unlimited under the Companies Act 2006: Rationale, Requirements, Procedure and Consequences

Published by a LexisNexis Corporate expert

Practice notes

This Practice Note outlines the steps a private limited company must lawfully take to convert to an unlimited company (a re-registration from private limited to unlimited) under Part 7 of the Companies Act 2006 (CA 2006).

What is an unlimited company?

An unlimited company is a body where members' liability to meet the company's obligations on a winding-up is not capped at any amount.

An unlimited company cannot be a public company.

It may, or may not, have a share capital (for example, a private company limited by guarantee can be re-registered as an unlimited private company without a share capital).

For more information, see the Practice Note: Unlimited companies.

Why re-register as an unlimited company?

Members of unlimited entities forgo what is typically regarded as a principal benefit of incorporation, when compared with operating as a sole trader or a partnership: limited liability.

Consequently, unlimited companies are relatively uncommon in practice across the UK.

Companies House data indicate that only about 4,300 out of nearly 4.9 million companies and other corporate bodies on the UK register are private unlimited companies...

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Web page updated on 21/05/2026

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