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Re-registration of a public limited company to a private and unlimited company—checklist

Re-registration of a public limited company to a private and unlimited company—checklist This Checklist is a quick guide to the steps to be taken and the documents to be prepared in order for a public limited company to re-register as a private and unlimited company under Part 7 of the Companies Act 2006 (CA 2006), covering: • Preliminary considerations • Documentation • Meetings and procedures • Companies House filings and certificates • Cancellation of listing and trading—additional matters, and • Post-registration matters Preliminary considerations Step Notes/Resources Tick box when step complete or matter considered Is the company fully aware of the implications of the company becoming unlimited? In particular, the members and directors should be aware that:(1) an unlimited company is not required to file accounts with Companies House(2) an unlimited company is not restricted by capital maintenance rules, and, crucially(3) there is no limit on the liability of the members of an unlimited company, so the members must be willing to financially stand behind the company CA 2006,...

Special resolutions and other resolutions requiring 75 per cent member approval under the Companies Act 2006—checklist

Special resolutions and other resolutions requiring 75 per cent member approval under the Companies Act 2006—checklist Special resolutions The Companies Act 2006 (CA 2006) sets out certain matters that must be passed by the members (or by a class of members) of a company as a special resolution (ie by a majority of not less than 75%) or by the holders of at least 75% of shares or of a class of shares. If a written resolution is to be passed as a special resolution, to be effectively passed as a special resolution, it must state that the resolution was proposed as a a special resolution. See Practice Notes: Member resolutions and Written resolutions for more details about shareholder resolutions and written resolutions. Note that: • anything done by ordinary resolution may also be done by special resolution, and • in addition to complying with the requirements of CA 2006, it may be necessary to comply with the requirements of any shareholders' agreement (or other governing document) as...

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Forms of business vehicle—fundamentals

There are many forms of business vehicle and it is important that the most appropriate form of vehicle is chosen to carry on a business; the choice of vehicle may have a bearing on the business’s success or failure.Not every vehicle will suit the needs and demands of a business. Each vehicle has its advantages and disadvantages. The decision as to which vehicle to use to carry on a particular business will be complex and is dependent on various legal, tax and commercial considerations; there may not be a perfect fit.In addition, the vehicle originally chosen to carry on a particular business may not continue to be the right choice for that business as it develops and matures. The vehicle chosen to carry on a business should be kept under periodic review. If the original choice of vehicle to carry on a business becomes unsuitable, an alternative vehicle may take over that business, although a change of vehicle may be costly, depending on the circumstances.This fundamentals note considers the different...

Unlimited companies

What is an unlimited company?An unlimited company is a private company whose members are not limited in their liability to contribute to the obligations of the company on winding up. An unlimited company cannot be a public company.An unlimited company may or may not have a share capital. If it does have a share capital, the shares will be used to provide working capital and to measure each members' rights in the company, but it will not act as a limit on the liability of the members.Why incorporate as an unlimited company?The members of unlimited companies do not benefit from one of the deemed key advantages of incorporating a company (as opposed to trading as self employed or as a partnership): limited liability. This means that if the company were to be wound up, the members themselves would be responsible for the debts, obligations and liabilities of the company remaining after the assets of the company had been exhausted. For this reason, unlimited companies are not very common.However, there are...

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Resolution—re-registration—unlimited company to private limited company

Resolution—re-registration—unlimited company to private limited company Special resolution That the Company be re-registered as a private company

Ireland—Resolution—consolidation of shares

Ireland—Resolution—consolidation of shares This Precedent is an ordinary resolution of the shareholders of a limited company having a share capital that is proposing to consolidate its shares into shares of a larger nominal amount. It specifies that no change is being made to the rights and restrictions (except as to nominal value) attaching to the shares. The resolution assumes that the proposed consolidation will not result in any fractions of shares being created. Section 83 of the Companies Act 2014 (Ireland) (CA 2014(IRL)) permits a limited company having a share capital to exercise a power to consolidate its shares, or any of them, into shares of a larger nominal amount, provided that its shareholders have passed a resolution authorising it to do so. Although this Precedent is for a simple consolidation, a resolution under CA 2014 (IRL), s 83(1)(b) may authorise a company to exercise the power to consolidate shares in combination with the power to sub-divide shares. For a form of resolution to effect a sub-division, see Precedent: Ireland—Resolution—sub-division...

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Can a private company with unlimited liability issue redeemable shares?

Can a private company with unlimited liability issue redeemable shares? If a company is formed with no limit on the liability of its members, the company is an ‘unlimited company’ (section 3(4) of the Companies Act 2006 (CA 2006)). An unlimited company is not restricted by all of the same rules regarding capital maintenance which apply to limited companies in order to protect their creditors. The reason for this is that creditors of unlimited companies have the comfort of knowing that the members are not limited in their liability in the event of the company winding up, so there is less need to protect the creditors by

What information do you have on setting up a trust corporation?

What information do you have on setting up a trust corporation? Trust corporation A trust corporation is a company which is given special status under the Trustee Act 1925 and the Law of Property Act 1925. The definitions in both Acts state: ‘“trust corporation” means the Public Trustee or a corporation either appointed by the Court in any particular case to be a trustee, or entitled by rules made under sub-section (3) of section four of the Public Trustee Act 1906, to act as custodian trustee.’ The main general provision is set out, in Public Trustee Rules 1912, SI 1912/348, r 30(1)(b) (as substituted by SI 1975/1189 and as amended), as any corporation which: • is constituted under the laws of the UK or any other Member State of the EU • is empowered by its constitution to undertake trust business in England and Wales • has one or more places of business in the UK, and • is either: ◦ incorporated by special Act of...

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Family Investment Companies—advantages and disadvantages for high net worth families

Private Client analysis: For high net worth (HNW) UK resident clients who have until now relied on their non-domicile (non-dom) status for their tax and estate planning, the tax changes coming into effect from 6 April 2025 represent a significant and perhaps daunting change. The move from domicile-based to residence-based regimes for exposure to UK tax on non-UK assets, across income tax, capital gains tax, and inheritance tax (IHT), will mean that many non-dom or deemed dom UK residents will be brought fully into the scope of UK tax along with the offshore trust structures they have set up. The family investment company (FIC) can represent an alternative or additional tax and estate planning option for the right type of client. This article sets out some of the main advantages and disadvantages of FICs for HNWs. Written by James Gribbin, Michelmores LLP

View the latest UK Parliament Acts documents on Unlimited company

3 Limited and unlimited companies

(1)     A company is a “limited company” if the liability of its members is limited by its constitution.It may be limited by shares or limited by guarantee.(2)     If their liability is limited to the amount, if any, unpaid on the shares held by them, the company is “limited by shares”.(3)     If their liability is limited to such amount as the members undertake to contribute to the assets of the company in the event of its being wound up, the company is “limited by guarantee”.(4)     If there is no limit on the liability