From 'LTD by Shares' to 'LTD by Guarantee'

[SAC]

Hi everyone,

I want to change the company status from 'Limited by Shares' to 'Limited by Guarantee' because we plan to run it as not-for-profit.

Does anyone have any ideas on how to go about that?

Thanks

[Free Lance]

I'm 99% certain that you can't convert a company limited by shares into a company limited by guarantee.

What you would have to do is incorporate a new company limited by guarantee (make sure you do this properly so that the liability of each member is limited to £1) and then transfer the business and assets of the current company limited by shares to the new company.

The transfer agreement can be quite straightforward. If you have any property, or registered intellectual property then you will need to make sure they are properly transferred.

[mahutchinson]

Correct - a guarantee company has no share capital and there is no mechanism for converting. You would need to form a guarantee company with appropriate articles from scratch.

[SAC]

Thanks for the replies. I would like to keep the name the same, is there anyone around that? i.e. dissolve the current LTD and re-register as limited by guarantee.

Thanks again

[Free Lance]

Yep. Perfectly possible. You don't even need to wait until the limited company has been dissolved. Just change the name of the limited company to something you dont want then apply for the new LBG company in the new name.

There is a slight risk that someone will take the name you want in the few days between the change of one name and the start of the LBG. Companies House have in the passed allowed me to do 2 same day change of names to guarantee that you don't lose the name - costs about £100 for a same day change of name per company.

[SAC]

Thats brilliant, thanks for the advice. :D

[noidea]

I think its possible to get a company re-registered from shares to guarantee but would be more cost effective to simply rename an old one and set up a new company.

You are aware of the additional complications with a limited by guarantee company?

[mahutchinson]

I have confirmed that you cannot do that - see below and Companies Act 2006 re-registration sections.

[noidea]

I have confirmed that you cannot do that - see below and Companies Act 2006 re-registration sections.
see below? where exactly??

keep your hair on or are you bald??

[mahutchinson]

Why do I get the impression that you are here purely to post as many times as possible because you have nothing better to do ? Half your posts are incorrect, and the other half are pointless comments re-iterating what others have already said or making no contribution. You also appear to be young and/or rather immature. See my comments below obviously - if you haven't read the thread why post ?

[noidea]

Why do I get the impression that you are here purely to post as many times as possible because you have nothing better to do ? Half your posts are incorrect, and the other half are pointless comments re-iterating what others have already said or making no contribution. You also appear to be young and/or rather immature. See my comments below obviously - if you haven't read the thread why post ?
I have been thanked 97 times so I must have contributed something good somewhere.

I don't know why people like you cant get anywhere via your own merit rather than by knocking others and putting them down. It seriously seriously is sad.

I don't think I need to justify myself to anyone however as one example of many hundreds of possible ones I posted a solution about getting around Microsoft Words read only protection and no one else had mentioned it.

In this case (this topic) I was wrong it must have changed since the 2006 act came in. I don't normally read replies as it is easy just to rephrase what someone has already said so there no point for an bias - I just go straight into giving my opinion - it isn't always right, but no ones opinion is ever right 100% of the time anyway!!!

Your comments below? You keep saying that but there is no other comments unless you post more - that seriously knocks your credibility.

The only one who is "rather immature" is yourself. You instantly try to discredit all of my posts even though you haven't read more then 200 of them and you say I have an young appearance but you never seen me - you need to stop dreaming and wake up to the real world.

You are trying to pass me off as a kid - one which you think about too much and considering we are not related that is plain sick and twisted behaviour if I may say so.