Establishing a Public Limited Company in the United Kingdom

Establishing a Public Limited Company in the United Kingdom

Establishing a Public Limited Company (PLC) in the United Kingdom is an important and strategic step for entrepreneurs aiming to expand their business and attract significant investment through the sale of shares. A PLC allows for the public offering of shares on stock exchanges, providing access to a wide range of investors and increasing the company's financial stability. However, the process of registering a PLC in the UK is complex and requires strict adherence to all legal and financial requirements.

Requirements for creating a PLC:

• A minimum of two directors and a company secretary are required;
• There must be at least two shareholders, with ownership of the company divided among them based on their shares. A shareholder's influence on the organization’s activities is determined by their equity stake;
• To register a PLC, the minimum share capital must be £50,000, with shareholders required to pay at least 25% of the total amount;
• The presence of a certified corporate secretary is a mandatory requirement for a PLC.

The UK government classifies shareholders into two groups: ordinary shareholders, who purchase company shares on the stock market, and initial shareholders, who played a crucial role in establishing the organization.

It is important to note that UK corporate law does not impose any restrictions on the nationality or tax residency of the shareholders and directors of a PLC.

Procedure for registering a Public Limited Company

• Choosing and checking the company name (for plagiarism). This check involves using a special online tool on the government website. The company name must end with an indication of its legal form, specifically PLC.
• Choosing a legal address. The designated registration location must be within the United Kingdom.
• Information about the directors. It is important to gather the following details: names, residential addresses, and their shareholdings (share packages) in the company.
• Information about the initial shareholders. Information regarding the initial shareholders is similar to the previous point: their names, residential addresses, and the shares they own.
• Creating a memorandum of association and articles of association. In online registration, the memorandum of association is automatically generated. However, if entrepreneurs choose to apply for registration by mail, they must use a pre-approved standard memorandum template authorized by the authorities. Additionally, there is the option to use the standard articles of association or to develop a custom version that considers the unique aspects of your future business.
• Registration. Once all the necessary documents and information are collected, you can proceed with the online registration of the organization on the UK Companies House website. If you do not wish to register online, you can download and print form IN01, complete it manually, and then mail it to Companies House.
• Obtaining a trading certificate. Simple registration does not grant the organization the ability to operate as a fully-fledged PLC. First and foremost, it is mandatory to obtain a trading certificate, which is issued upon submission of documents. This confirms the payment of 25% of the share capital, thus ensuring the company meets all standards. The application form for obtaining this trading certificate is available on the government website.

Registering a Public Limited Company (PLC) in the UK is a rather complex process due to numerous requirements in terms of documentation and finance. Specialists working on the legal marketplace "Consultant" can help in understanding the intricate legal requirements and procedures related to PLC registration, including the preparation of founding documents (such as the articles of association). A lawyer can also ensure full compliance with all legislative requirements, such as minimum share capital and corporate governance. Additionally, a specialist can provide advice on protecting shareholder rights, drafting contracts, and complying with stock exchange regulations if a public offering is planned.