PLC Formation

Legal Requirements

Company name - The name of a public limited company must end with the words ‘public limited company’, ‘plc’, or the Welsh equivalents – ‘cwmni cyfyngedig cyhoeddus’ and ‘ccc’.

Share Capital - A public limited company must have an issued share capital with a nominal value of not less than the authorised minimum – currently £50,000 – before it can commence business or borrow funds.

The issued shares must be paid up to not less than 25% of their nominal value, together with the whole of any premium. The share premium is the excess amount, if any, paid for a share over its nominal value.

Trading Certificate - A company incorporated as a public limited company cannot conduct business or exercise borrowing powers unless it has obtained a trading certificate from Companies House, confirming that it has the minimum allotted share capital. You will need to deliver the ‘Application for a trading certificate for a public company’ (Form SH50). It is an offence to trade without a trading certificate and the directors are liable, on conviction, to a fine. You will need to file form SH50 (provided in your company package) with Companies House to obtain a Trading Certificate.

Form SH50 is a sworn declaration that the company has issued shares to the value of £50,000 and that a quarter of their value (£12,500) has been paid up. You can sign this form in the presence of any commissioner of oath nearest to you.

Directors - Public limited companies must have at least two directors, one of whom may also be the company secretary. Unlike the company secretary of a limited company, the company secretary of a public limited company requires certain qualifications – being a member of one of the institutes of accounting or administration or a UK-qualified lawyer are the usual ones, although previous experience as a PLC company secretary prior to coming into effect of current company law also suffices – call us if you are unsure. Special provisions regulate the appointment of a director of a public limited company who has reached the age of 70.

Shareholders - Public limited companies must have a minimum of two shareholders.

Restrictions placed upon a Public Limited Company A public limited company may not adopt elective resolutions to dispense with the holding of annual general meetings, annually laying accounts before its shareholders and annually appointing its auditors.

Public limited companies do not qualify as small or medium-sized companies and thus cannot take advantage of the provisions enabling such companies to file abbreviated accounts.A Public limited company cannot apply for voluntary strike-off under Section 1003 of Companies Act 2006.

A public limited company must file its accounts with the Registrar of Companies within six months of the end of its financial year.

Our Procedure

We deliver a quality service by advising you on share structure and carefully checking your completed forms before they are submitted to companies house we

Your completed forms are received in our office; we check them for their accuracy and the availability of the company name. You will be notified of any irregularities in your forms so as to avoid the application being rejected by the Registrar of companies.

We take care of the complete company registration process including appointment of your directors and secretary. Shares are issued at the time of company incorporation to your nominated shareholders.

Time Scale

Your public limited company will be incorporated electronically within 24 hours and the certificate of incorporation delivered to you by email. The full set of documents and the completed statutory register will be posted to you within the next 1-2 days.