| Legal basis | Companies Act 2006, ss. 90 to 96 (re-registration) |
| Resolution | special resolution of the members |
| Capital | at least £50,000 nominal, each share at least a quarter paid up |
| Balance sheet | no more than seven months old, with an unqualified auditor's report |
| Trading certificate | not needed after a conversion |
| Updated | November 2026 |
Why convert rather than start afresh
An existing Ltd has a history: contracts, bank accounts, staff, tax registrations, perhaps subsidiaries. A new PLC would have to take all of that over. Re-registration spares you the move. The same company gets a new legal form and an altered certificate of incorporation. When that certificate is issued, the company becomes a public company, and the changes to its name and articles take effect.
What changes is the list of duties. A PLC needs more directors, a qualified secretary, a yearly AGM and shorter accounts deadlines. The comparison in PLC or Ltd gives the overview.
For customers, suppliers and banks, what changes first is mostly the name. Letterheads, invoices, the website, email signatures and contracts that name the company all need the new ending. It sounds trivial, and it is easily forgotten. So alongside the application we draw up a short list of who needs to hear about the new name, so the first invoice after the conversion does not go out in the old Ltd's name.
The legal conditions
Section 90 sets the frame: the members pass a special resolution, the company has share capital, the capital and net asset requirements are met, and the application goes to Companies House with a statement of compliance. The company must also change its name and articles as the new form requires. "Limited" becomes "public limited company" or "p.l.c.".
On capital, timing matters. The figures must be right at the moment the special resolution is passed. At that point the nominal value of the allotted share capital must be at least £50,000, and each share must be paid up to at least a quarter of its nominal value plus the whole premium. If shares were allotted in return for an undertaking to do work or perform services, that undertaking must have been performed first. Many Ltds start with little capital, so a capital increase before the conversion is the rule rather than the exception. More in minimum capital.
The balance sheet: seven months and an auditor
Section 92 is the core. The company needs a balance sheet prepared as at a date no more than seven months before the day the application reaches Companies House. Add to that an unqualified report by the auditor on that balance sheet, and a written statement from the auditor that at the balance sheet date net assets were not less than called-up share capital plus undistributable reserves.
Between the balance sheet date and the application, things must not get so much worse that net assets fall below that line. For many small Ltds this is the real hurdle: they were exempt from audit until now and have never worked with an auditor. Allow time for it. An auditor seeing your business for the first time will want more than a trial balance.
The process in six steps
This is how we prepare a conversion.
- 1
Take stock
Check capital, how much is paid up, the shareholder list, the articles, past allotments and any non-cash contributions. If capital is short, plan an increase.
- 2
Complete the officers
At least two directors, all with verified identities. Appoint a secretary who meets the statutory requirements.
- 3
Balance sheet and audit
Fix the balance sheet date, engage the auditor, obtain the audit report and the net assets statement.
- 4
Articles and name
Move the articles to a PLC basis and settle the new name ending in "plc".
- 5
Special resolution
The members resolve to re-register, adopt the amended articles and approve the new name.
- 6
Application to Companies House
File the application with the resolution, articles, balance sheet and auditor's papers, any valuation report, the statement of paid-up capital and the statement of compliance.
What the application must contain
Section 94 sets out the contents. The application states the new name and, if the Ltd has had no secretary so far, the proposed secretary. With it go the special resolution, the amended articles, the balance sheet, the auditor's report and statement, any valuation report for non-cash consideration, and a statement of the total amount paid up on the shares.
If everything is in order, Companies House issues an altered certificate of incorporation. Anyone named in it as secretary is deemed appointed on issue. The certificate is conclusive evidence that the requirements for re-registration were met. From that day, your Ltd is a PLC.
No trading certificate after a conversion
A newly formed PLC may only do business once a trading certificate has been issued. That does not apply to a converted Ltd: section 761 expressly excludes companies that became public by re-registration. That makes sense, since the capital was already checked during the conversion. For you it means business simply carries on the day the new certificate arrives.
What follows is ongoing administration: the AGM, registers, deadlines, filings. If you want support with that, have a look at PLC Company Secretary.
Typical pitfalls
Most conversions do not fail on the law but on small things nobody looked at in time:
- The capital was subscribed but never paid in. A quarter of nominal value plus premium must actually be there on the day of the resolution.
- The Ltd was exempt from audit, and the first audit takes far longer than planned. Then the seven-month window runs out.
- A director has not verified their identity with Companies House. Without verified directors, the company cannot even file its confirmation statement.
- Shares were allotted for non-cash consideration shortly before the conversion, without a valuation report.
- The new accounts calendar is overlooked. Whether the six or nine-month deadline applies depends on the company's status immediately before the end of the financial year. Convert shortly before the year end and you already have only six months for that year.
Questions
Do I have to form a new company?
No. The existing company is re-registered; Companies House issues an altered certificate of incorporation. The name and the articles change.
Do I need an auditor even if my Ltd was exempt from audit?
Yes. For re-registration the law requires an unqualified auditor's report on the balance sheet and the auditor's statement on net assets.
How old may the balance sheet be?
Its date may be no more than seven months before the application reaches Companies House.
Sources: Companies Act 2006, s90 Re-registration of private company as public; Companies Act 2006, s91 Requirements as to share capital; Companies Act 2006, s92 Requirements as to net assets; Companies Act 2006, s93 Recent allotment of shares for non-cash consideration; Companies Act 2006, s94 Application and accompanying documents; Companies Act 2006, s96 Issue of certificate of incorporation on re-registration; Companies Act 2006, s761 Trading certificate
