Public limited company

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When a new company incorporates in England and Wales or in Scotland, it must register with Companies House, an Executive Agency of the Department for Business, Innovation and Skills. Northern Ireland has a separate Registrar of Companies. In the Republic of Ireland the equivalent executive agency is the Companies Registration Office, Ireland. In Malta a firm will register with the Malta Financial Services Authority (MFSA).

While it is not compulsory for a public limited company to offer its shares to the public (some plc's are privately owned, maintaining the "plc" designation for the extra financial status), many do so, and their shares are usually traded on either the London Stock Exchange or the Alternative Investments Market. Irish public limited companies usually trade on the Irish Stock Exchange, though many also list on the London Stock Exchange, or more rarely, the Alternative Investments Market.

Company directors

Formation of a public limited company requires a minimum of two directors (differing from country to country: in India seven directors are required). In general terms anyone can be a company director, provided they are not disqualified on one of the following grounds:

  • in the case of "plc's" or their subsidiaries, the person is over 70 years of age or reaches 70 years of age while in office, unless they are appointed or re-appointed by resolution of the company in general meeting of which special notice has been given.
  • the person is an undischarged bankrupt, or disqualified by a Court from holding a directorship, unless given leave to act in respect of a particular company or companies.
  • in England and Wales (as of October 2008; Companies Act 2006) and in Scotland (Age of Legal Capacity (Scotland) Act 1991), the person is under 16 years old.

Some people who are not British or European Union citizens are restricted as to what work they may do while in the UK, which may exclude them from being a director.

Company secretaries

The secretary (or each joint secretary) of a public limited company must also be a person who appears to the directors to have the necessary knowledge and ability to fulfil the functions and who:

  • 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.

Share capital

The members must agree to take some, or all, of the shares when the company is registered. The memorandum of association must show the names of the people who have agreed to take shares and the number of shares each will take. These people are called the subscribers.

There is a minimum share capital for public limited companies: 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.

A company can increase its authorised share capital by passing an ordinary resolution (unless its articles of association require a special or extraordinary resolution). A copy of the resolution – and notice of the increase on Form 123 – must reach Companies House within 15 days of being passed. No fee is payable to Companies House.

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