Change of Legal Entity
There are many reasons why an operator might need to change their legal entity type. In a partnership of two people one person may decide to retire, leaving the remaining partner to continue as a sole proprietor. Or a sole proprietor may be advised by their accountant to become a limited company. Whatever the reason, changing legal entity type will impact on the licence they hold with the Gambling Commission.
An existing, licensed operator can change their legal entity without having to go through the full application process. For example, it is possible for a sole proprietor to become a limited company or a partnership to become a sole proprietor. A full list of accepted changes to legal entity is found at the foot of this page.
However, in all cases, there are conditions that must be met:
- the new legal entity must confirm that it is taking on all the undertaking, assets and liabilities of the existing entity
- the existing entity holds an operating licence and the new entity is going to apply for the same licence type, with the same or fewer licence activities as the existing entity's licence
- the existing entity must surrender its licence upon the granting of the new licence.
If the type of change you are planning is on the following list, and you can meet the conditions above, it is still necessary for you to submit an application for the new entity, but the list of supporting documents is greatly reduced. You can view a list of the supporting documents required for each type of change.
If the type of entity change you are planning is not on the following list, you will need to make a full application for an operating licence or submit a Change of Corporate Control application.
The application fee for a Change of Legal entity is lower than the standard application fee for a new licence but the amount you pay is dependent on the specific criteria that you can meet. If can meet the specific criteria for each type of change the application fee is reduced to 25% of the standard fee. If you cannot meet the specific criteria, the application fee is reduced to 75% of the standard fee.
For further details for the specific criteria that must be met refer to the specific criteria for 25% application fee or the specific criteria for 75% application fee.
Please note that if you are unable to meet either the previous conditions or the criteria shown on the tables, then you are unable to submit an application for a Change of Legal Entity and must instead apply as a new operator and pay the full application fee.
|Existing entity||New entity|
|Partnership/ Limited Liability
Partnership of 2 people
|Partnership||Limited Liability Partnership|
|Limited Company/Plc||Sole Proprietor|
|Limited Liability Partnership||Partnership|
Last updated: 29 July 2021
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