ACCA F4 - Corp and Business Law (ENG)

Part D The formation and constitution of business organisations  13: Company formation 201

Re-registering as a public company Re-registering as a private company

Application The company must then apply to

the Registrar to go public

 Send application to the Registrar

 Send additional information to the

Registrar, comprising

• Copy of the special resolution


• Copy of proposed new public
  company articles


• Statement of the company's
  proposed name on re-registration


• Statement of proposed company
  secretary


• Balance sheet and related auditors'
  statement which states that at the
  balance sheet date the company's
  net assets are not less than its
  called-up share capital and
  undistributable reserves.


• Statement of compliance


• Valuation report regarding
  allotment of shares for non-cash
  consideration since the balance
  sheet date

The company must then apply to the

Registrar to go private

 Send the application to the Registrar

 Send additional information to the

Registrar, comprising

• Copy of the special resolution


• Copy of altered new private
  company articles


• Statement of Compliance


• Statement of the company's
  proposed name on re-registration

Approval The Registrar must accept the statement

of compliance as sufficient evidence that

the company is entitled to be re-registered

as public.

A certificate of incorporation on re-

registration is issued.

The Registrar issues a certificate of

incorporation on re-registration.

Compulsory

re-registration

If the share capital of a public company

falls below £50,000, it must re-register

as a private company.

There is no such compulsion for a private

company.

3.5 Commencement of business rules

To trade or borrow, a public company needs a trading certificate. Private companies may commence

business on registration.

3.5.1 Public companies

A public company incorporated as such may not do business or exercise any borrowing powers unless it

has obtained a trading certificate from the Registrar. This is obtained by sending an application to the

Registrar. A private company which is re-registered as a public company is not subject to this rule.

The application:

 States the nominal value of the allotted share capital is not less than £50,000, or prescribed Euro

equivalent

 States the particulars of preliminary expenses and payments or benefits to promoters

 Must be accompanied by a statement of compliance.

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