Companies Act 2014 section 1290

Particular requirements for re-registration as a private company limited by shares

Section 1290 sets out the additional conditions that must be met when a company wishes to re-register as a private company limited by shares, covering the specific requirements for both PLCs and unlimited companies.

• A company may re-register as a private company limited by shares provided it meets both the general re-registration requirements and the particular requirements in this section.
• Where the company is a PLC, the 28-day window for court applications to cancel the special resolution must have expired without challenge, or any such application must have been withdrawn or resolved by court order, with a certified copy of the order delivered to the Registrar.
• Where the company is an unlimited company, the special resolution must include a statement that members' liability in the new company will be limited by shares.
• The resolution for an unlimited company must also specify the authorised share capital and the fixed amount per share, or if there is to be no authorised share capital, the fixed amount per share into which the share capital will be divided.