Public Limited Company Formations - PLC Company Formation FAQs

A limited company with a share capital is a public company if:

• it has been registered or re-registered as a public company on or after 22 December 1980;
• its memorandum states that it is a public company;
• its name ends with 'Public Limited Company' or 'PLC' or if it is a Welsh company, – that is, a company the memorandum of which says that its registered office must be in Wales – it may use the Welsh equivalents, namely 'Cwmni Cyfyngedig Cyhoeddus' or 'CCC'; and
• it has an authorised share capital of at least £50,000 or at least €65,600 and states this in its memorandum.

A public company's articles may be as set out in Table A. For more information on articles of association see Chapter 1, Questions [5] and [6] above.

The following additional points apply to a Community Interest Public Limited Company:

• its name must end with 'community interest public limited company' or 'community interest p.l.c.' (or, if it is a Welsh company, it may use the Welsh equivalents, namely 'cwmni buddiant cymunedol cyhoeddus cyfyngedig' or 'cwmni buddiant cymunedol c.c.c');
• sample memoranda and articles of association for such companies can be found on the Regulator of Community Interest Companies' website at www.cicregulator.gov.uk

A newly formed public company cannot commence business activities or exercise any borrowing powers until Companies House has issued a trading certificate under section 761 of the Companies Act 2006 (previously under section 117 of the Companies Act 1985). Companies House will issue a Trading Certificate to a public company if the value of the company's allotted share capital is not less than £50,000 or €65,600. This requirement must be wholly satisfied either in sterling or in euros, as a mixture of both will not be sufficient to meet the legal requirements. (This does not prevent the rest of the company's capital being in a mixture of sterling, euros and even other currencies).

You can apply for a trading certificate by submitting an application to Companies House on a Form 117 modified to take account of changes made by the Companies Act 2006. To assist applicants, Companies House has produced a modified version of Form 117 ('Revised Form 117'), which takes account of the changes. You may wish to take legal advice on the modifications needed to be able to continue to use the previous Form 117 ('Form 117 Current'), which is available on our website at www.companieshouse.gov.uk

Once issued, the trading certificate is proof that the company is entitled to do business and to exercise borrowing powers. Companies House will normally post you the certificate, but we can fax a copy for collection at any Companies House office if you request this when you deliver your application form.

Further information about share capital is available in our 'Share Capital and Prospectuses' guidance on Companies House website at www.companieshouse.gov.uk

Yes, a public company may issue shares in a currency other than sterling (or euros) provided that it is part of its authorised share capital. A company may use as many currencies as it wishes for its share capital.

However, this does not alter the initial requirement relating to the minimum allotted share capital a public company must have. We explain that requirement above and it can only be satisfied in sterling, or, if a company makes a specific election to that effect, in euros. No other currency will be taken into account for that purpose

Yes. There are several key restrictions:

• A public company must have at least two members and at least two company directors (who could also be members of the public company);
• At least one director must be a natural person, i.e. an individual (from 1 October 2008);
• Individual directors must not be under the age of 16 (from 1 October 2008);
• A public company must have at least one secretary, who appears to the directors to have the necessary knowledge and ability to fulfil the functions and who meets at least one of the following qualifications:; (a) has held the office of secretary of a public company for at least three of the five years before their appointment; or (b) is a barrister, advocate or solicitor called or admitted in any part of the United Kingdom; or (c) 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 (d) 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 Association of Chartered 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 public company cannot take advantage of many of the provisions and exceptions applying to private companies under the Companies Acts, such as audit exemptions for small private companies;
• A public company cannot apply for voluntary strike-off under section 652A, Companies Act 1985. Further information about this is available in our 'Strike-Off, Dissolution and Restoration guidance.'; and
• A public company normally has 6 months after the end of its 'accounting reference period' (7 months for financial years which begin before 6 April 2008) to deliver its accounts and reports to Companies House. Accounts that are filed late will incur a late filing penalty. Please see our 'Late Filing Penalty' guidance at www.companieshouse.gov.uk

Each subscriber must sign the company's memorandum in front of a witness who must also sign this document before sending it to Companies House. In the case of a company limited by shares, each subscriber must take at least one share in the company and the number of shares that each subscriber takes must be written against the relevant subscriber's name.

The form a memorandum should take is set out in Regulations which we explain in question 6 below.

A public company has access to capital markets and can offer its shares for sale to the public (usually, although not exclusively), 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 with a share capital cannot offer its shares to the public.

Most of the above rules do not apply to a company formed overseas. On establishing a branch or place of business in Great Britain, companies formed outside the United Kingdom and Gibraltar must comply with the rules in Part XXIII of the Companies Act 1985.

However, in addition to the regulations imposed in the country in which it was formed and the requirements of Part XXIII of the 1985 Act, an overseas public company is also governed by certain parts of the Financial Services and Markets Act 2000 and by the City Code on Take-overs and Mergers.