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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'
• For public limited companies that are also community
interest companies (CICs) the name must end with 'community
interest public limited company' or 'community interest
p.l.c.
• 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.
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.
Please see our order link to get this certifficate. 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.
Are there any other restrictions on a PLC?
Yes. There are four main restrictions:
• 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
(c) is a barrister, advocate or solicitor called or admitted
in any part of the United Kingdom; 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 (formerly
known as the Institute of Cost and Management Accountants);
or
- the Chartered Institute of Public Finance and Accountancy.
• 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'.
• 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.
• 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 oversea 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 oversea 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.
What is a registered office?
It is the address of a company to which Companies House
letters and reminders will be sent. The registered office
can be anywhere in England and Wales (or Scotland if your
company is registered there). The registered office must
always be an effective address for delivering documents to
the company, and to avoid delays it is important that all
correspondence sent to this address is dealt with promptly.
If a company changes its registered office address after
incorporation, the new address must be notified to Companies
House.
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