Re-registering an unlimited company as a private limited company (shares or guarantee): step-by-step UK Companies Act 2006 checklist and Companies House forms

Published by a LexisNexis Corporate expert

Checklists

This checklist provides a concise guide to the actions required and the documents to assemble for an unlimited company to re-register as a private limited company under Part 7 of the Companies Act 2006 (CA 2006).

Preliminary considerations

Step Notes/Resources Tick box when step complete or matter considered

Are the company and its directors fully informed of the additional restrictions and obligations that apply to private limited companies when compared with unlimited companies? If not, ensure they understand:

the need to file accounts;
members’ status will shift from unlimited liability to liability limited to the amount paid for their shares (or to the amount set out in the statement of guarantee, if the company is to be limited by guarantee);
the company will be subject to share capital maintenance rules that did not previously apply to it as an unlimited company.

Re-registration of an unlimited company as limited

CA 2006, s 448
CA 2006, ss 641, 658–659, 684–689, 690–723

Share capital and its maintenance

Has the company previously been re-registered as unlimited?...

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Web page updated on 20/05/2026

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