UK COMPANY FORMATION

PUBLIC LIMITED COMPANIES

With a PLC there are capital requirements and slightly different director and shareholder structure. However the prestige of having PLC at the end of your name is substantial.
Another significant difference for public limited companies and private limited companies is that a public limited company can make a general offer of shares to the public. Public limited companies have to have an issued share capital of at least £50,000 and have at least one quarter of this amount paid up.

WHAT IS A PUBLIC LIMITED COMPANY?
A public limited company is a company, which is registered as such and complies with the following:

- It must state that it is a public limited company both in its memorandum and in its name. The memorandum must contain a clause stating that it is a public limited company and the name must end with 'Public Limited Company' or 'PLC' (or if it is a Welsh company, the Welsh equivalents 'Cwmni Cyfyngedig Cyhoeddus' or 'CCC').
- The memorandum must be in the form specified in Table F of the Tables (question 4, chapter 1) or as near to that form as circumstances permit.
- It must have an authorised share capital of at least £50,000.
- Before it can start business, it must have allotted shares to the value of at least £50,000. A quarter of them, £12,500, must be paid up. Each allotted share must be paid up to at least one quarter of its nominal value together with the whole of any premium.

For example, if a share with a nominal value of £1 is sold for £6, then it is said to have a premium of £5. This premium must be paid to the company, together with a minimum of a quarter of the nominal value of each share. That is £0.25p plus £5, making a total payment of £5.25.

CAN A PLC ISSUE SHARES IN ANOTHER CURRENCY?
Yes, if it has passed the necessary resolutions to adopt that currency as part of its authorised capital and given the directors the authority to allot that capital. However, it must always have at least the authorised minimum of £50,000 sterling in issued capital, irrespective of what other currency it uses.

A company may use as many currencies as it wishes for its share capital provided that they are true currencies.

WHEN CAN A PLC START BUSINESS?
A newly formed PLC must not begin business or exercise any borrowing powers until it has a certificate issued under section 117 of the Companies Act 1985 confirming that the company has issued share capital of at least the statutory minimum. You can get this certificate from Companies House by completing Form 117. Once issued, the certificate is proof that the company is entitled to do business and borrow. We will normally post you the certificate, but we can fax a copy for collection at any Companies House office if you ask for this when you deliver Form 117 for registration.

ARE THERE ANY OTHER RESTRICTIONS ON A PLC?
Yes. There are four main restrictions:

(1) A PLC must have at least two members and at least two company directors. The secretary (or each joint secretary) must also be a person who appears to the directors to have the necessary knowledge and ability to fulfil the functions and who:

(a) held the office of secretary or assistant or deputy secretary on 22 December 1980; or

(b) for at least three of the five years before their appointment, held the office of secretary of a non-private company; or

(d) is a person who, by virtue of his or her previous experience or membership of another body, appears to the directors to be capable of discharging the functions of secretary; or

(e) is a member of any of the following bodies:

- the Institute of Chartered Accountants in England and Wales;
- the Institute of Chartered Accountants of Scotland;
- the Institute of Chartered Accountants in Ireland;
- the Institute of Chartered Secretaries and Administrators;
- the Chartered Association of Certified Accountants;
- the Chartered Institute of Management Accountants (formally known as the Institute of Cost and Management Accountants); or
- the Chartered Institute of Public Finance and Accountancy.

(2) A PLC normally has only seven months after the end of its accounting reference period to deliver its accounts to the Registrar. A civil penalty will be incurred if it delivers accounts to Companies House after the statutory time allowed for filing. Penalties are fully explained in our booklet, 'Late Filing Penalties'.

(3) A PLC cannot take advantage of many of the provisions and exceptions applying to private companies under the Act, such as audit exemptions for small private companies.(4) A PLC cannot apply for voluntary strike-off under section 652A, Companies Act 1985. Further information about this is available in our booklet 'Strike-Off, Dissolution and Restoration'.

WHAT THEN IS THE ADVANTAGE OF A PUBLIC COMPANY?
A PLC has access to capital markets and can offer its shares for sale to the public through a recognised stock exchange. It can also issue advertisements offering any of its securities for sale to the public. In contrast, a private company may not offer to the public any shares in itself.

DO THESE RULES APPLY TO AN OVERSEAS PLC?
Most of the above rules do not apply to a public company formed abroad. On establishing a branch or place of business in Great Britain, such a company is governed by Part XXIII of the Companies Act 1985, just as any other overseas company is. However, besides Part XXIII of the Act, they are also governed by regulations in their country of incorporation, by certain parts of the Financial Services and Markets Act 2000, and by the City Code on Take-overs and Mergers.

CHAPTER 4
RE – REGISTRATION

CAN A PRIVATE COMPANY CONVERT TO A PLC?
Yes. Both a private company limited by shares and an unlimited company with a share capital may re-register as a PLC, but a company without a share capital cannot do so.

A private company must pass a special resolution that it be so re-registered and deliver a copy of the resolution together with an application form to the Registrar. The resolution must also:

- alter the company's memorandum so that it states that the company is to be a public limited company;
- make any other alterations to the memorandum so that it conforms to that required for a public limited company;
- make any required alterations to the articles of association of the company.

The application must be on Form 43(3), be signed by a director or secretary of the company, and be accompanied by the following documents:

- a copy of the memorandum and articles of association of the company altered in accordance with the resolution above;
- a copy of a balance sheet prepared not more than seven months before the application date and containing an unqualified report by the company's auditors;
- a special report by the auditors regarding the net assets of the company at the balance sheet date in relation to the company's called-up share capital and its undistributable reserves;
- a valuation report on any shares issued as fully or partly paid up except in cash after the balance sheet date;
- a statutory declaration on Form 43(3)(e) confirming that the resolution has been passed, and that there has been no change in the company's financial position causing its net assets to be reduced to less than its called-up share capital and undistributable reserves.

An unlimited company, in addition to the above, must:

- include a statement in the resolution that the liability of the members is limited and what the company's share capital is to be;
- make such alterations to the memorandum and articles of association as are necessary for them to conform to those of a company limited by shares.

The company must also satisfy the statutory minimum share capital requirements referred to in question 1 of chapter 2 before the special resolution is passed.

CAN A PLC CONVERT TO A PRIVATE COMPANY?
Yes. A public company limited by shares or by guarantee may re-register as a private company limited by shares or by guarantee by passing a special resolution to do so. However, if enough members object, under section 54 of the Companies Act 1985 they may apply to the court to cancel the resolution within 28 days of its being passed.
A Court may also order a public company to re-register as private on approving a 'minute of reduction' of share capital, which results in the issued share capital falling below the statutory minimum. In such a case the Court will also specify alterations to the company's memorandum and articles. A special resolution to re-register is not required.
Similarly, a public company may be required to re-register as private if its issued share capital falls below the statutory minimum by other means. These include redemption, forfeiture or repurchase of shares. In these cases a special resolution to re-register is required.
In all cases (except where a court has specified in an order the alterations to be made) a resolution must also be passed to alter the memorandum and articles of association to those required for a private company.
The application for re-registration (on Form 53) must be accompanied by copies of the resolutions, and copies of the memorandum and articles, as modified to meet the company's new circumstances.

UK PUBLIC LIMITED COMPANY
- We can form a company appointing the individuals named on an application from the beginning.
- Company incorporated the same day.
- Our incorporation service and Government fees included.
- No documents to sign.
- Applicant appointed as company founding Director.
- Applicant appointed as company Secretary.
- You can use your address as a Registered Office Address, or, alternatively, we can provide you a Registered Office address in UK, London.
- Authorised Share Capital (usually £50,000 of which a minimum of 25% must be fully paid up).
- The following documents will be delivered via E-Mail; original documents will follow by DHL.
- Certificate of Incorporation same day by email (PDF. Format).
- Memorandum & Articles of Association same day by email PDF. Format).
- First Board Meeting Minutes (Word. Format).
- Share Certificates by email.
- Company Register by email.
- All the documents mentioned above are only to be printed and signed!

LEGAL REQUIREMENTS
- Company subscribers may be residents outside the UK.
- You must appoint a minimum of 2 directors.
- There is no maximum number of directors.
- Directors can be corporate bodies or private individuals.
- A director can be of any nationality.
- Directors need not be formally trained.
- All companies must appoint a company secretary. It is recommended to use our own Company Secretarial Services.
- Secretaries can be corporate bodies or private individuals.
- A secretary can be of any nationality.
- Authorised Share Capital (usually £50,000 of which a minimum of 25% must be fully paid up).
- The company is required to have a registered office in the UK.

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