The short answer is no, unfortunately.

Section 5 of The Companies Act 2006 (CA 2006) states that a company cannot be formed as, or become, a company limited by guarantee with a share capital. This provision has been in force since 22 December 1980.

If a company wants to change its status it will have to take the following 4 steps:

• Incorporate a new company that is limited by guarantee.
• Transfer all assets and liabilities from the original company to the new guarantee company (this includes leases, land or charges in the company name, employees, liabilities to pay and, if applicable, any claims in respect of tax and VAT, PAYE and National Insurance payments, salary payments etc.)
• If the intention is to keep the company name, then a name swap procedure will have to be followed.
• Once steps 2 and 3 have been followed the original company can follow the strike off procedure but will only be able to start this 3 months after the name swap has been registered at Companies House

To incorporate a company limited by guarantee the memorandum of association and form IN01 must be filed at Companies House with the appropriate fee. All companies must file articles of association unless they intend to adopt the Model Articles appropriate to the type of company being formed (s.18 CA 2006).

Name swap

The name swap requires each company to pass a member’s resolution, complete and sign a Form NM01 and file them together at Companies House with the appropriate filing fee. Particular care should be taken to ensure that neither company is attempting to register a name which is the same as nor too similar to that of any unrelated existing company, otherwise the Registrar may refuse to register one or both name changes. There is no guarantee that names that were previously allowed will still be available given the rules on names that are regarded as the same as another. Assuming there are no concerns over the new names, Companies House will process the name swap and issue the change of name certificates. The name changes are effective from the date stated on the certificates. Each company should not start using its new name until its certificate is issued.

Strike off

The strike-off procedure requires the directors to make an application using the form DS01 which must be filed at Companies House with the appropriate filing fee. A copy of Form DS01 must be sent to every member, employee, creditor, any director who is not party to the application and managers or trustees of any pension fund set up for the benefit of the employees of the company. It is worth noting that the objection period used to be 3 months however, under The Small Business Enterprise and Employment Act 2015 this period has been reduced to 2 months.