Public Limited Company – PLC
We can incorporate a PLC for you with your own choice of name. The primary difference between Public Limited Company (PLC) and a Private Limited Company (Ltd) is the Public Company’s shares may be offered for sale to the public.
PLC Fees to Incorporate
- Company Formation – £560
- Registered Office Fee – £400
- Company Secretary required – £800
- Shareholders and directors need not be from the UK
- There must be 2 directors
- A director can be of any nationality
- A minimum of 1 shareholder
- All companies must appoint a qualified Company Secretary
- Share Capital of £50,000 of which 25% must be paid up
- The company is required to have a Registered Office in the UK
Starting Trading as a PLC – Certificate to Commence Trading
A PLC must not begin business or exercise any borrowing powers until it has a certificate issued under Companies Act confirming that the company has an issued Share Capital of £50,000. We obtain this certificate from Companies House and once issued, the certificate is proof that the company is entitled to commence trading and borrow.
A PLC must have a minimum issued capital of £50,000. At least £12,500 of this must be fully paid up before the Registrar of Companies can issue a Certificate for Commencement of Trading. The certificate must be issued before your company commences any business transactions or borrowing, 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.
Public Limited Companies
A public limited company must comply with the following:
- It must state that it is a public limited company in its company name.
- The memorandum must contain a clause stating that it is a public limited company and the name must end with PLC
- It must have an issued share capital of at least £50,000 of which 25% must be paid up.
Advantage of a Public Company
A PLC has access to capital markets and can offer its shares for sale to the public and can also place advertisements offering its securities for sale to the public.
The prestige of having “PLC” at the end of your company name is substantial.
- Access to capital markets
- Increased status because of the larger capital base
- Limited liability for shareholders
- Heightened public profile
- Incentive and rewards for employees – by the use of share options
- Increasing the company’s ability to make acquisitions – its shares can be used as currency
- Enhanced status with customers and suppliers
- Any nationality can be a director or shareholder
We have PLC’s available immediately, fully inclusive of all necessary documentation. In addition we have 50+ aged shelf companies up to 20 years old, which can be converted to PLC.
Access to Capital
- Your public company can raise capital for growth
- Listing of shares provides a broader equity base for your company
- Offering shares to the public means your company can attract more funding
- Liquidity is created for investors and provides them the option to trade their shares
- Your company can create a market for its shares by being public, the shares will thus have a market value and can be traded
- The shareholders of a public company will achieve a higher degree of liquidity for their shares than a private company
- Acquisitions by your company can be made with your publicly traded shares
- Your company can use share plans for employees
- Shares in a public company can be issued as a performance based reward
- Issuing shares to an employee can offer tax advantages as capital gains taxes are generally lower than personal income taxes
Company’s Public Exposure
- Your public company may gain a significant amount of prestige and positive publicity
- A stock exchange listing can improve a company’s creditworthiness
- Public companies will often receive media and analyst attention that can be used to attract new shareholders and other possibilities
- Your company’s status could be enhanced with customers and suppliers
Private Company Converting to a PLC
A private limited company can re-register as a PLC by passing a special resolution and deliver a copy of the resolution together with an application form to the Registrar
Having incorporated your PLC Company we will keep your company in Good Standing with the following services:
Company Secretarial Services
Every public limited company must have a qualified or experienced Company Secretary. We will provide your PLC with Company Secretarial services to ensure that the statutory requirements are fulfilled, and with good governance, remains in good standing and compliant with UK law.
The company secretary who will ensure that the company’s statutory obligations are complied with.
We provide a company secretarial service to ensure that important statutory requirements are fulfilled. We ensure that all the company’s statutory requirements are met, including the filing of the confirmation statement (annual returns) and accounts.
As your company secretary, we will prepare other documents in respect of changes to the company structure as and when they occur. Such matters will include allotment of shares, transfer of shares and appointments and resignations of officers.
As your company secretary our duties will include:
- Maintaining the register of directors and secretary
- Issuing share certificates and recording transfers of shares
- Maintaining the register of shareholders and debenture holders
- Arranging for charges to be registered and recorded in the register of charges
- Filing of documents at the Companies Registration Office including changes of registered office, changes of directors and/or secretary
As your company secretary we can also offer the preparation and submission of the confirmation statement (annual return), where necessary, showing the details of the directors, secretary, shareholders and any share transfers that occurred
during the previous year.
Duty of Disclosure
The company secretary is obliged to record information for inclusion in the Register of Directors and Secretary:
- Name and address
- Registered office address – if the secretary is a company
- Interests held in shares and debentures of the company
- Details of any shares or debentures purchased or sold in the company, its holding company, any subsidiary or any subsidiary of its holding company
- Keeping the company’s minutes of board and general meetings on behalf of the directors
- Keeping, and making available for inspection, the company’s registers on behalf of the directors, including the:
- Register of member
- Register of directors’ and secretary’s interests
- Ensuring that documents are filed with the Registrar of Companies within the prescribed time limits such as the company’s annual and other returns
- Communicating with the company’s shareholders and notifying the members of meetings of the company, details of proposed resolutions to be considered at meetings, circulating them with copies of the annual financial statements
- Delivering copies of special resolutions and certain other resolutions passed by the company
- Publishing statutory notices
- Administering share transfers
- Custody of the company seal
Maintaining Statutory Registers
As your company secretary we can maintain your statutory registers which include:
- The register of members (unless external Registrar is used)
- The register of directors and secretaries
- The register of directors’ interests
- The register of charges
We will make our UK address available as the Registered Office of your PLC. Inland Revenue and the Registrar of Companies official documents will be served at the Registered Office.
UK Tax Agent
We will obtain a Corporation Tax Inland Revenue Tax ID for your company.
Use of UK Company Secretaries Ltd (our subsidiary) as your UK Tax Agent.
We will then deal with all your company tax correspondence with the H M Revenue & Customs.
- The HMRC will then correspond direct with you and UK Company Secretaries Ltd regarding all of the taxation affairs of your company
- We will deal with the initial registration forms received from H M Revenue & Customs upon incorporation
- We will advise you and submit your companies annual Corporation Tax return
The Confirmation Statement, previously known as the Annual Return, contains information about your company’s directors, company secretary, registered office address, shareholders and share capital. To meet your filing requirement we will advise when your Annual Return are due and we will file the form electronically by using the WebFiling service.
Your Confirmation Statement will contain:
- Name of your Company
- Registered Number
- Principal Business Activity of the Company
- Date to which the Confirmation Statement is made-up to
- Registered Office Address of the Company
- Details of the Company Secretary
- Details of all the Company Directors who served during the year
- The Single Alternative Inspection Location (SAIL), is an alternative address to the Company’s Registered Office where companies shareholder records can be kept and made available for inspection
We will email you a timely reminder of when your Confirmation Statement is due for filing at Companies House.
We deal with the appointment of new directors and with the removal of directors from office. We will inform Companies House when new directors are appointed, when someone stops being a director and if there’s a change in your director’s details.
PROtected Online Filing Scheme – PROOF
We will apply for a government authentication code for your PLC so we can file documents electronically with Companies House. This is the protected Online Filing service, it enables companies to protect themselves from unauthorised changes to their company’s record as it prevents the filing of paper forms. These include documents for an appointment, termination or change of particulars of the company directors.
Service Addresses for Directors of your PLC
We offer a service address facility which protects the privacy of your director’s home addresses.
Directors of your company can use our address as the service address for the purposes of public records and for official documents to be served.
This facility will:
- Protect privacy of your director’s home address
- Achieve a greater degree of separation between work and home
- Preserve independence from the company, particularly important for directors given correspondence they might receive from shareholders or investors on confidential matters
- Make better use of a director’s time as, unless requested otherwise, we will filter correspondence received and only forward official correspondence
- Ensure matters are dealt with in a timely fashion, when official documents are formally served at our office, we will ensure they are forwarded confidentially without delay
We provide a mail forwarding service, intended to deal with routine Company Registry and Inland Revenue official mail.
We can complete and file your companies Confirmation Statement showing the list of shareholders and officers.
It is imperative that your year end accounts, and corporation tax are filed within the time limits prescribed as substantial penalties will be incurred for late or non filing.
Annual Accounts : if filed late will incur a penalty of £7,500, rising to £15,000 for a subsequent default: we will ensure this never occurs.
Companies House have introduced a doubling of the penalty for any company which files late having also filed late in the previous year. Failure to file accounts is a criminal offence which can result in directors being fined personally in the criminal courts. The UK registrar may also take steps to strike the company off the public record.
Corporation Tax Return: in the absence of a return an assessment will be issued this can be as high as £40,000 and then involves an appeal: we will ensure this never occurs.
Confirmation Statement: the directors can be criminally prosecuted and suffer substantial fines for late or non filing: we will ensure this never occurs.
Strike Off and Dissolution: failing to file accounts may result in your company being struck off and dissolved: we will ensure this never occurs.