Task:

[07.042-ADGM] - CORP SUPPORT # RE-REGISTRATION OF PUBLIC COMPANY LIMITED BY SHARES (PLC) TO PRIVATE COMPANY LIMITED BY SHARES (LTD)

Purpose:

This application allows a public company limited by shares to be re-registered as a Private Company Limited by Shares (LTD).

Legal Entities:

Public Company Limited by Shares (PLC) changing to Private Company Limited by Shares (LTD)

Questions:

1) Do we have access to the client’s entity profile on the KOUNTED portal? If not, this must be requested via ORS.

2) Has the company previously been re-registered as unlimited?

3) Is the company in good standing i.e. are all the pending compliances filed? If not, the application for re-registration cannot proceed.

4) What is the company’s share capital (issued/authorised)? – can be verified on the entity profile.

5) Does the company have at least one individual director? – can be verified on the entity profile.

Pay Attention:

1) The company name must be amended to be compliant with the applicable ADGM legislation in terms of suffix etc for Private Companies Limited by Shares.

2) This service does not allow for the change of the following, these changes must be filed separately:

a. Changes to the authorised signatory(ies)

b. Changes to the registered office address

c. Changes to the business activities

d. Changes to the accounting reference date

e. Changes to the trade name

f. Changes to the registered office address

g. Appointment/cessation of recognized auditor

h. Changes to the secretary(ies) (if any appointed)

3) Upon re-registration, the company must comply with the following legal requirements for Private Companies Limited by Shares (this means at least one individual director, secretary appointment is optional and there is no minimum share capital)

Submission:

Online via the ADGM RA portal https://newreg.adgm.com/

Select the Application Form: “Re-Register as a Private Company Limited by Shares”

Timeline:

In accordance with the special resolution for re-registration

Timeframe:

KOUNTED Drafting 5-7 working days provided all relevant information is provided

ADGM review time 5-10 working days for the initial review, but this is usually extended in case of return reasons at the sole discretion of the ADGM RA, note that the completion of the re-registration process results in the issuance of a commercial license and certificate of re-registration as Public Company Limited by Shares

Supporting Documents:

1) Special resolution confirming the intention of the company resolution that the company should re-register as a private limited company

2) This resolution needs to confirm the change of the company name and adoption of the new Articles of Association

3) Articles of Association for Private Company Limited by Shares

4) Statement of Compliance (i.e. a statement that the requirements of this Part as to re-registration as a private limited company have been complied with.)