CIC Association

Serving Community Enterprise

Hilary Sudbury - is it possible to convert from a CIC Ltd by Share to a CIC Ltd by Guarantee?

In reply to comment by Hilary Sudbury "is it possible to convert from a CIC Ltd by Share to a CIC Ltd by Guarantee?"

A company limited by shares cannot be converted to one limited by guarantee (or vice versa). If you want to do this, the process is to register a new company and transfer the assets of the old company to the new one. As each company is required to have a different name, you will have to change the existing company's name first, so that the new company can be registered in the original name. Once the asset are transferred, the old company can then be dissolved.

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Replies to This Discussion

Would they need the permission of the CIC regulator to transfer their activities and assets to the new CIC ltd by guarantee?  Also I presume that the Directors need to put a special resolution to the shareholders to agree to the incorporation of the new CIC ltd guarantee and to transfer the activities and assets to it once it is incorporated, is this right?

I think that's correct, and would suggest contacting the regulator to check if their permission would be forthcoming.

Thanks, I will check with the regulator their position on this first. 

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