Re-Registration Under Part 7: The Five Routes That Change a UK Company's Type — and Why Most of Britain's 5.5 Million Companies Never Use Them

In 2026, Britain's company register holds just over 5.5 million live entities. The vast majority will spend their entire existence as the company type they were incorporated as — typically a private company limited by shares. Yet the Companies Act 2006 contains an entire Part — Part 7, sections 89 to 111 — dedicated to letting a company change what it is. The re-registration regime allows a private company to become public, a public company to retreat into private hands, and any limited company to swap that protection for unlimited liability. It even permits the reverse.

The forms are numbered RR01 to RR09. The procedural requirements are precise, occasionally onerous, and almost entirely absent from mainstream financial coverage. Yet re-registration is how every UK company that floats on AIM or the Main Market reaches public-company status. It is also how a quietly large number of subsidiaries in multinational groups end up shedding their statutory accounts filing without much public attention.

This is what Part 7 actually does, route by route.

The Five Statutory Routes — A Comparison

Part 7 codifies five distinct re-registration paths between company types. The Companies (Audit, Investigations and Community Enterprise) Act 2004 adds a sixth, into and out of community interest company status, but those are administered alongside the CIC Regulator and sit outside Part 7.

Four features stand out from the table. First, only one route (s.105) lets an unlimited company become limited on the strength of a special resolution alone — every other move requires either universal member assent or a window for dissenters to attack the resolution in court. Second, the limited–unlimited switch is genuinely once-only in both directions, so a company that flips its liability cannot flip it back. Third, the public-company exit comes in two flavours — s.97 to private limited, s.109 straight to private unlimited — with different consent thresholds. Fourth, every route alters the company's name suffix, articles, and the disclosure regime it sits inside.

Section 90: Private Limited to Public

The most commercially significant route, and the gateway to every public listing in Britain. Section 90 lets a private limited company re-register as a PLC by satisfying four conditions: a special resolution, an application on form RR01, the documents listed in section 94, and compliance with section 91.

Section 91 is the gatekeeper. The company must have allotted share capital with a nominal value of at least the authorised minimum — £50,000, or the euro equivalent of €57,100 carried over from the 1980 Second Company Law Directive. At least one quarter of the nominal value, and the whole of any share premium, must be paid up. The shares cannot have been allotted for non-cash consideration that includes an undertaking to do work or perform services in the future.

Form SH50 — the statement of capital and net assets at re-registration — sits alongside RR01 in the application pack. It is signed by a director or secretary and attests that the company's net assets are not less than the called-up share capital plus its undistributable reserves. An auditor's written statement, dated not more than seven months before the application under section 93, confirms the same. The articles must be altered to those of a public company, and the name altered to end in public limited company, PLC, or the Welsh equivalent.

Re-registration as a PLC does not, on its own, permit the company to trade or borrow. That requires the separate section 761 trading certificate. Re-registration without a trading certificate is precisely how most of the 8,000-odd unlisted PLCs currently on the register come to exist — a topic this publication examined separately on 4 June.

Section 97: Public to Private Limited — The De-PLC

Far less glamorous, often more interesting. A PLC re-registering as a private limited company travels under section 97. It needs a special resolution, an application on form RR02, and altered articles. The principal hazard is section 98: dissenting members holding at least 5% of the issued share capital, or 50 members in number, may apply to court within 28 days of the resolution to cancel it.

That 28-day window — extended in practice to roughly five weeks once registrar processing time is added — is why a section 97 re-registration cannot complete the moment papers are filed. The registrar will not register the change until either the period has expired without an application, or any application has been determined. The court may confirm, modify, or set the resolution aside. In commercial practice, section 98 applications are rare; most PLCs going private are doing so after a takeover or scheme of arrangement in which dissenting members have already been squeezed out under section 979.

The route matters out of all proportion to its raw volume. Every PLC delisted from AIM or the Main Market — whether through a public offer, a Part 26 scheme of arrangement, or a Part 26A restructuring plan — typically follows up with an RR02 to escape the public-company governance overheads of Parts 11 and 13 onwards.

Sections 102 and 105: The Limited–Unlimited Switch

Section 102 lets a private limited company re-register as a private unlimited company. Section 105 does the reverse. The two routes have asymmetric consent rules: section 102 demands the assent of every member of the company, while section 105 needs only a special resolution. There is a clear policy logic to that asymmetry. Removing limited liability cuts directly into the bargain each shareholder struck on subscription, so the law requires unanimity. Restoring limited liability returns members to a more familiar position and a special resolution suffices.

The unanimity requirement keeps the section 102 route, in practice, inside wholly-owned subsidiaries of corporate groups, where there is exactly one shareholder to give assent. And that is exactly the constituency that uses it. Section 448 exempts an unlimited company from filing individual accounts at Companies House where, throughout the relevant financial year, it was neither a subsidiary of a UK limited undertaking nor a parent of one, nor engaged in certain regulated activities. In groups with a non-UK ultimate parent, those conditions can be met, and the unlimited UK subsidiary's accounts disappear from the public register. The trade-off is unlimited liability for the members, which is tolerable when the member sits offshore.

Section 102(2) blocks the route for companies that have previously been re-registered as limited; section 105(2) imposes the equivalent restriction on the reverse direction. Both routes are available once only. A PLC that wants to go private and unlimited cannot use them sequentially: it must take the dedicated route under section 109.

Section 109: Public to Private Unlimited

The least-used route by some distance. Section 109 lets a public company re-register directly as a private unlimited company, without first going to private limited and then to unlimited. The form is RR06. It requires the assent of every member, an application, altered articles, and the statement of compliance prescribed by section 110. Unlike section 97, there is no statutory dissent window — but the universal-assent requirement is itself the gating mechanism, and in practical terms it limits the route to companies where the parent already owns 100% of the public-company subsidiary.

Where this happens, it tends to be inside listed multinationals tidying up legacy UK PLCs that have ceased to trade independently and whose presence on the public register serves no commercial purpose. The accounts implications mirror the section 102 outcome: no individual accounts filing once the change is complete, assuming the section 448 conditions are satisfied.

What the RR Numbering Misses

Two filings sit alongside the main RR forms and matter operationally:

• RR03: notice to the registrar of an application under section 98 by dissenting members. Critical because the registrar holds re-registration in abeyance while the application remains live.
• RR04: re-registration of a private unlimited company as public. A separate statutory route, used sparingly — typically only where a long-dormant unlimited company sits in a corporate structure being prepared for flotation.

The CIC routes — RR08 (re-register as a community interest company) and RR09 (re-register so as to cease to be a CIC) — interact with the CIC Regulator, who approves or refuses the change on community-interest grounds. They are governed by the 2004 Act, not Part 7.

The ECCTA Effect

The Economic Crime and Corporate Transparency Act 2023 brought re-registration into the registrar's identity-verification net. From the staged commencement that began in 2025, any person presenting an RR01 application — typically a director or company secretary — must be either identity-verified directly with Companies House or filing through an authorised corporate service provider that has performed the check. The same applies to RR02 and the other RR forms.

The practical consequence is straightforward. Where a re-registration pack used to be sent in cold by a company's solicitor, the registrar will now reject the filing unless the presenter is registered. For groups using internal company-secretarial teams, the in-house secretary needs an active verification statement on file. For external advisers, an ACSP relationship has become a pre-condition.

ECCTA does not change the substantive Part 7 conditions. It changes who can lawfully present the documents.

What the Volume Data Suggests

Companies House does not publish a detailed annual breakdown of re-registrations by section in its standard incorporation statistics. What is visible from the bulk product is that the active PLC population has remained stubbornly within the 5,000–8,000 band for the past decade, with annual gross flows in both directions — RR01 in, RR02 out — running into the low thousands rather than the tens of thousands. Those flows are dominated by two recurring behaviours: groups creating new PLCs as listing vehicles ahead of an IPO, and the post-takeover delistings that follow.

The limited–unlimited switch routes are smaller in absolute terms but disproportionately consequential for the size of accounts filed at Companies House. Each successful RR05 inside a qualifying structure removes another set of subsidiary accounts from the public register. Where the parent is a non-UK entity not required to file in Britain, that information is effectively gone from public view.

Why Re-Registration Matters Beyond the Filing Fee

For a company secretary or external counsel, re-registration is a procedural piece of work. For the wider transparency picture it is more than that.

The regime determines which companies sit inside which disclosure perimeters. A private limited company files a confirmation statement, accounts under FRS 102 or FRS 105, a PSC register and — from ECCTA's full commencement — a profit-and-loss account at the small-company level. The PLC equivalent adds a directors' remuneration report, a section 414C strategic report with extended content, and the section 656 obligation to convene a serious-loss meeting where net assets fall to half or less of the called-up share capital. The unlimited variant, where the section 448 conditions are met, removes the individual accounts filing entirely.

A single Part 7 filing moves a company between these worlds. There is no public consultation, no government press release, and very little secondary commentary. Just a form, a fee, and a new line on the public register.

For anyone using Companies House data for due diligence — investors, lenders, journalists, procurement teams — the practical lesson is to read the change-of-name and incorporation-type history carefully. A company that was once a PLC and is now a private unlimited subsidiary has a very different filing footprint to one incorporated as private from day one. The form numbers are dry. What they signify is not.