Re-register as a plc

How to Re-register as a plc

A plc status can be beneficial for privately held companies as they will improve the credit status for a business and also makes it look more prestigious. A plc can be privately owned and doesn’t have to be listed on a stock exchange.

If you currently have a limited company but need a plc, you can re-register as a plc by completing a RR01 form available at Companies House and by submitting the following items:

  • amended articles for a plc
  • special resolution to re-register as a plc and to adopt new articles
  • balance sheet less than 7 months old
  • auditor’s unqualified report and written statement

One of the main rules is that it needs to have £50k of share capital, of which at least £12.5k issued in cash.

The key rules are explained from section 90 onwards of the Companies Act 2006.

We would also have to mention in our auditor’s written statement that in our opinion, at the balance sheet date the amount of the company’s net assets was not less than the aggregate of its called-up share capital and undistributable reserves.

(The terms ‘net assets’ and ‘undistributable reserves’ have the same meaning as in Companies Act 2006, s. 831 which deals with distribution of profit.)

This means that if a company has net liabilities it would not usually pass the net asset test because having net liabilities means there is a deficit below their share capital/premium etc.

Auditor’s unqualified report and written statement: our approach

We would normally audit the most recent accounts as to determine the balance sheet we would normally need to consider the cut off and completeness accounting assertions and this means we would need to look at the P&L anyway. So we may as well produce a full set of audited accounts as a plc will need to do this anyway in future.

However, if the balance sheet is older than 7 months we could do a non-statutory audit purely for the purposes of the re-registration. Although the cost would usually be similar to auditing the normal accounts.

If you would like a free initial consultation on how to re-register as a plc then please do contact us.

By Mohammed Haque

Mohammed is a chartered accountant (ICAEW) with many years of experience in dealing with complex audit, accounting and tax matters.

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