Converting a Private Limited Company - Ltd to a Public Limited Company - PLC

A private company limited by shares may re-register as a PLC, the private company must pass a special resolution and deliver a copy together with an application form to the Registrar. The resolution must:

• alter the company's memorandum to state that the company is to be a public limited company
• make any other alterations to the Memorandum of Association so it conforms to the requirements of a PLC
• make the required alterations to the Articles of Association of the company.

The application must be on Form 43(3), be signed by a director or the company secretary, and accompanied with the following documents:

• a copy of the new Memorandum and Articles of Association of the company
• a copy of a balance sheet prepared not more than seven months before the application date and containing an unqualified report by the company's auditors
• a report by the auditors regarding the net assets of the company at the balance sheet date in relation to the company's called up share capital and its reserves
• a valuation report on any shares issued as fully or partly paid up except in cash after the balance sheet date
• a statutory declaration on Form 43(3)(e) confirming that the resolution has been passed, and that there has been no change in the company's financial position causing its net assets to be reduced to less than its called up share capital and reserves.