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The main advantage of a PLC is that it 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. But 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. The company must ensure that there is at least £50,000's worth of shares in issue when the application is made, with at least 25% of each of the shares making that figure paid up in cash in order to get the certificate from the Companies House. Once issued, the certificate is proof that the company is entitled to do business and borrow.
GR MORGAN FORMATIONS has a comprehensive package to assist you in setting a UK Public Limited Company.
Name: 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'). 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.' (or if it is a Welsh company, the Welsh equivalents 'cwmni buddiant cymunedol cyhoeddus cyfyngedig' or 'cwmni buddiant cymunedol c.c.c'). The following words: assurance, bank, benevolent, building society, Chamber of Commerce, fund management, insurance, investment fund, loans, municipal, reinsurance, savings, trust, trustees, and university usually requires a licence or other Government Authority.
Director: A public company must have at least two directors, they may be natural persons or bodies corporate who may be of any nationality and need not reside in the UK.
Company Secretary: A qualified company secretary must be appointed. The company secretary may be a natural person or a body corporate that may be of any nationality and need not reside in the UK. If there is only one director he cannot be at the same time the company secretary. The secretary must also be a person who appears to the directors to have the necessary knowledge and ability to fulfil the functions and who:
Share Capital : The minimum authorised share capital is £50,000. Before the company 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. The normal category of shares are ordinary shares but, subject to the circumstances of the company, they may be preference shares, deferred shares, redeemable shares and shares with or without voting rights. In the event of liquidation the full £50,000 must be paid. A PLC can issue shares in another currency 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.
Audit and Annual accounts: All UK companies are required to file accounts prepared in statutory form with the Registrar of Companies and the Inland Revenue whether trading or not. A PLC must file its accounts to the Companies House within 6 months after its accounting reference date .If the PLC is late for filing accounts, then a penalty will be imposed on the company for late filing. These accounts need to include:
Private Companies are subject to some restrictions and exceptions, for example a PLC cannot benefit the audit exemption that are available to small companies.
Registered Office: A registered office must be maintained in the United Kingdom.
Taxation: Corporation Tax is paid by UK companies based on accounts, which are submitted to the HM Revenue and Customs and the Companies House at the end of the company's financial year. Companies pay corporation tax as at the current corporation tax rate.