United Kingdom
Company Formation Services

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.

Key Corporate Features

General

Type of entity – Public Limited
Type of Law – Common
Shelf Company Available – Yes
Time to establish a new Company – 1 day
Minimum Government Fees (excluding taxation) – 21% – 29,75%
Double Taxation Treaty Access – Yes

Share Capital or equivalent

Standard currency – GBP
Permitted currencies – Any
Minimum paid up capital – GBP 50,000
Usual authorised capital – GBP 50,000

Directors

Minimum number – 2
Local required – No
Publicly accessible records – Yes
Location of Meeting – Anywhere

Shareholders

Minimum number – 2
Publicly accessible records – Yes
Location of Meetings – Anywhere

Company Secretary

Required – Yes
Qualified – Yes

Accounts

Requirement to prepare – Yes
Audit requirements – Yes
Requirement to file accounts – Yes
Publicly accessible accounts – Yes

Other

Requirement to file annual return – Yes
Change in domicile permitted – Yes, but subject to approval of (IR) Inland Revenue

General Information

A “custom-made” UK company formation has many advantages over an “off-the-shelf” company. It is usually more economical to incorporate a company with the client’s choice of name, directors, shareholders and authorised share capital than to purchase a shelf company and restructure the company.

The intended location of the registered office must be stated from the outset. If they wish, clients may be named as the first director and secretary.

A same day incorporation service is available from Companies House for an additional fee.

Company Information

Type of Company for International Trade and Investment

It should be noted that there are two types of PLC, one whose shares are quoted publicly and listed on an International Stock Exchange; the other operates as a private limited company. The regulations affecting quoted PLC’s vary from those covered in this paper and specialist advice must be taken.

Procedure to Incorporate

Submission of Memorandum and Articles of Association, Declaration of Compliance and Statement of the First Directors and Secretary and notification of the location of the Registered Office with the requisite fee to Companies House.

Restrictions on Trading

Yes, for specified groups, which include banking, insurance, financial services, consumer credit and related services. 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. Once issued, the certificate is proof that the company is entitled to do business and borrow.

Legal Powers of Company

A Company incorporated in the United Kingdom has the same powers as a natural person.

Language of Legislation and Corporate Documents

English or Welsh

Registered Office Required

Yes, must be maintained in the United Kingdom.

Name Restrictions

Any name that is identical or too similar to an existing company; any name which would be considered offensive or suggests criminal activity;
Any name that suggests the patronage of the Royal Family or which implies an association with Central or Local Government of the United Kingdom.

Names Requiring Consent or License

Restricted names which usually require a licence or other Government Authority include the use of the following words:- assurance, bank, benevolent, building society, Chamber of Commerce, fund management, insurance, investment fund, loans, municipal, reinsurance, savings, trust, trustees, university or their foreign language equivalents for which the approval of the Secretary of State is first required.

Language of Documentation

Whilst the name of company can be in any language, the documentation must be in English. Any name in a language other than English must be accompanied by a certified translation to ensure that the name is not restricted. However, if the company is incorporated in Wales, documentation in Welsh will be accepted.

Disclosure of Beneficial Ownership to Authorities

No, but disclosure may in certain circumstances be required for accounting purposes. (Accounts must be filed and are available for inspection by the public).

Authorised and Issued Share Capital

The minimum authorised share capital is £50,000. The issued share capital is £50,000 of which a minimum of £12,500 must be paid up. In the event of liquidation the full £50,000 must be paid.

Classes of Shares Permitted

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.

Taxation

Corporation tax (which includes Capital Gains Tax) is paid by UK companies based upon accounts, which are submitted to the Inland Revenue and the Registrar of Companies at the end of the company’s financial year. A company is free to choose its financial year-end. Companies pay corporation tax at the rate of 21% where the net profit before tax does not exceed £300,000.

The tax payable increases thereafter in stages until the net profit before tax reaches £1.5 million where the top rate of corporation tax is charged at the rate of 29.75%. Tax rates on profits over £1,500,000 is at 28%.

These limits for the lower and higher rate of corporation tax apply to the total profits (worldwide) of group companies and associated companies. Obtaining the lower rate of tax can be problematic for UK companies owned outside the UK.

Double Taxation Agreements

The United Kingdom is party to more double tax treaties than any other sovereign state.

Licence Fees

None.

Financial Statement Requirements

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. These accounts need to include:

a directors’ report signed by a director or the company secretary;
a balance sheet signed by a director;
a profit and loss account (or income and expenditure account if the company is not trading for profit);
notes to the accounts; and
group accounts (if appropriate).

Directors

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 suitably qualified company secretary must be appointed. The company secretary may be a natural person or a body corporate who may be of any nationality and need not reside in the UK.

Important Note

The UK system of taxation, subject to conditions, offers commercial opportunities to reduce tax payable for those engaged in international business.

Please contact us for further Information