Forming A Public Limited Company - What You Need To Decide

This page contains a checklist of matters to be decided when we form your public limited company. Under most questions there is an explanation in italics to assist you and a choice of alternatives, from which you should select the appropriate alternative by deleting the one you do not require and/or filling in any details that are required.

There are very different pages for forming private companies limited by shares or forming private companies limited by guarantee.

We have written a version of this page that you can print, complete by hand and fax back to us on (01455) 615088. We will then give you a competitive quote for forming your company, which will include all basic company formation costs.  Click HERE for the printable version.

We can supply either a ready-made or newly formed company, as you prefer. A ready-made company will be slightly faster but will have had a previous name and an earlier date of incorporation. It will not have traded, though.

If you already have a private company limited by shares and wish to convert it to a public limited company, please complete this form and fax it back to us, as if you were forming a new public limited company. We will then discuss with you the necessary additional procedures and requirements.

We will proceed to form your company as soon as you confirm our quote is acceptable.


1. In case any queries arise during the formation of your company, please let us know:

Your full name (in the case of organisations please give a contact name in addition):

The best telephone number to reach you during business hours: (_______________________________ )

The address at which we should write to you:

 

 

 

2. What would you like the company to be called? The name must end in either the words ‘Public Limited Company’ or the abbreviation ‘PLC’.

We will check that the name you want can be registered and that it is available, but if you also want to check whether your proposed company name conflicts with any registered trade marks, an additional fee would be payable, which we would need to discuss.

Public Limited Company / PLC

3. Will the company trade or will it be used as a vehicle to invest money in a project?

Trading company / Investment company

4. What is the company going to do/ what is the nature of its trade?

Please provide as much detail as possible as we will use this information to draft the company’s Memorandum of Association (basically, a list of the reasons the company was formed and what it can do).

 

 

 

5. Do you want the company to be able to conduct any business at all (which is the default provision – the company will be a “general commercial company” and can adopt any trade) or just the business set out at 4?

If the latter, the directors would face liability if they exceeded their powers and conducted business other than that set out at 4.

General commercial company / just items at 4, above

6. Who is the company secretary to be, and what is his/ her address?

The company secretary can also be one of the directors. If the secretary is itself a company please give its full name, company number and registered office address.

Full Name (include title):

Address (including postcode):

Any previous name in full (other than maiden names):

7. Who will be the directors (the ‘managers’) of the company? Please give the details required in respect of each of them.

At least two directors are required to form a public limited company

If there are to be more than 4 directors, please continue on a separate sheet. If any director is itself a company, please give its full name, company number and registered office address.

Under ‘other directorships’ please give details of all directorships held within the last 5 years. If there is a long list then please contact us as there are exceptions to what needs to be disclosed.

Please point out if any proposed director is over 70, or approaching the age of 70, as we will need to make specific provisions for him/ her by amending the Articles of Association (without doing this, the law prevents him/ her being a director of a public limited company).

Director No. 1

Full Name (include title):

Address (including postcode):

Any previous name in full (other than maiden names):

Date of birth:

Nationality:

Business Occupation:

Other Directorships:

Director No. 2

Full Name (include title):

Address (including postcode):

Any previous name in full (other than maiden names):

Date of birth:

Nationality:

Business Occupation:

Other Directorships:

Director No. 3

Full Name (include title):

Address (including postcode):

Any previous name in full (other than maiden names):

Date of birth:

Nationality:

Business Occupation:

Other Directorships:

Director No. 4

Full Name (include title):

Address (including postcode):

Any previous name in full (other than maiden names):

Date of birth:

Nationality:

Business Occupation:

Other Directorships:

8. Will the directors have full power to manage the company, subject to any restrictions imposed by normal company law? Or do you wish those powers to be restricted or enhanced somehow – if so, please explain in as much detail as possible.

Standard – normal directors’ powers / Specific requirements:

 

 

 

9. Do you want there to be any particular/ unusual clauses in the company’s Articles of Association (these are basically the ‘rules of procedure’ of the company)?

If not, we have our own standard Articles of Association amending the statutory default provisions. These will be appropriate in the vast majority of cases, but if you are looking to form a joint venture company or to create particular classes of shares, for example, we will need to discuss with you our suggestions as to what particular clauses to add in.

Please note here if the company is to be listed on a stock exchange, or is to be the subsidiary of a listed company. In that case very particular amendments to the Articles of Association will need to be made.

Standard Articles of Association / Specific requirements:

 

 

10. Where would you like the registered office address of the company to be?

This is the official address of the company, to which official correspondence is addressed, and should have a nameplate outside showing that the company is registered there.

If you wish to use our office address as your registered office address we will forward all necessary correspondence to you and your company name will be displayed at our offices. As this is a potentially time-consuming task, if you wish to use this service we charge a standard annual fee of £100 plus VAT and disbursements.

Use Halborg & Co. (Solicitors) as registered office address/

Use the following address (including postcode):

 

 

11. How much ‘authorised’ share capital do you require?

This is the ‘headroom’ and is the maximum number of shares that can be issued by the directors in principle; it can later be increased by the shareholders, though. It is not the number of shares that will actually be issued. For a further explanation of share capital please click here.

Our shelf public limited companies are normally incorporated with an authorised share capital of 1,000,000 ordinary shares of £1 each, unless you require a higher figure. If you want a different figure, please put that below (there is no additional charge for this, but the figure must be at least £50,000). This is because the minimum authorised share capital of a public limited company is £50,000 (this is explained below).

Standard £1,000,000 maximum/ Other amount of £1 ordinary shares:

 

12. Will all shares be ordinary voting shares with the same rights ranking equally or do you require different share classes with specific dividend and voting rights?

Our shelf companies normally have just ordinary shares ranking equally, and this is also the standard practice. If you require different classes of share, please give as much detail as possible, but we will probably need to discuss your requirements later.

Standard – all ordinary shares ranking equally/ Specific requirements:

 

 

13. Who are the proposed shareholders and how many shares will they each be acquiring, and of what class?

You may issue any number of shares above 50,000, which is the minimum number of ordinary £1 shares that each public limited company must have. We recommend that initially only the minimum 50,000 shares are issued.

For each of those 50,000 issued shares at least a quarter of the £1 capital in each share must be paid (generally in cash, but we can discuss other ways that this can be paid up). So in principle the company will have at least £12,500 in cash or assets when it starts trading. Without this it will not be granted the required ‘trading certificate’ by the Registrar of Companies. We will obtain the trading certificate for you as part of the company formation package.

The total number of shares actually issued (as opposed to the theoretical maximum - or ‘authorised’ - share capital) sets the limited liability of the shareholders. The division of shares between the shareholders establishes the proportion of the company that each shareholder owns. Please see the examples below:

  Shareholder(s) Division of shares Ownership of company

Example 1

 

Number of shares issued:

Total liability:

A. Marks
B. Spencer

49,000
1,000
(all paid up as to one quarter)

50,000

£50,000 (even though the shares are only a quarter paid up there is a liability to pay the remainder if the company wants or needs the money)

100%

Example 2

 

Number of shares issued:

Total liability:

A. Marks
B. Spencer

30,000
20,000
(all paid up as to one quarter) 100

50,000

£50,000 (see above)

60%
40%

Example 3

 

Number of shares issued:

Total liability:

A. Marks
B. Spencer
P. Green

152,743
321,789
25,468
(all fully paid up)

500,000

£500,000 (but there is no further liability in practice because the whole cost of the shares has been paid up)

30.5%
64.5%
5%

As stated above, each of our shelf public limited companies is formed with 50,000 shares of £1 each (as in examples 1 or 2, above), which are transferred to the new shareholder(s). However, we can arrange for the company to issue as many additional shares as you require (as in example 3, where 450,000 additional £1 shares have been issued over and above the £50,000 minimum).

A public limited company must have at least two shareholders at all times, but there may be as many further shareholders as you like. If there are to be more than 4 shareholders please continue on a separate sheet. If any shareholder is itself a company please give its full name, company number and registered office address.

 

Shareholder No. 1

Full Name (include title):

Address (including postcode):

 

Number and (unless the shares are to be ordinary shares) type of shares to be acquired:

Shareholder No. 2

Full Name (include title):

Address (including postcode):

 

Number and (unless the shares are to be ordinary shares) type of shares to be acquired:

Shareholder No. 3

Full Name (include title):

Address (including postcode):

 

Number and (unless the shares are to be ordinary shares) type of shares to be acquired:

Shareholder No. 4

Full Name (include title):

Address (including postcode):

 

Number and (unless the shares are to be ordinary shares) type of shares to be acquired:

14. What is the accounting reference date to be? This is the date to which accounts are made up each year?

If you do not have a preference, the accounting reference date will automatically be the anniversary of the last day of the month that the company was incorporated.

If you do have a preference you need to choose a date that is more than 6 months but less than 18 months after the date of incorporation (which you can assume to be a few days after we receive your instructions to form the company for our quote).

As standard / specific date:

15. Do you wish to have a company seal?

There is no longer any requirement whatsoever to have a company seal. In fact, it is an extra expense and, if used, an extra administrative burden. We strongly recommend against using a seal, not least because it is often forgotten or lost at the very time when the company urgently needs to enter into a written agreement. If you do require a company seal the cost of having this manufactured to your requirements will be £75 plus VAT.

No company seal required / company seal required.

16. Who will the company’s bankers be?

Name:

Address:

 

17. Who will the company’s auditors be?

Name:

Address:

 

18. Will all the company’s official registers be kept at the registered office? If not, please set out which registers will be kept elsewhere, and that address/ those addresses.

We will provide you with all the required official registers, but only the register of directors and secretaries, the register of charges (i.e. ‘mortgages’) and the minutes of general meetings must be kept at the registered office. Normally, all the registers are kept together at the registered office, though.

All registers to be kept at registered office / Specific requirements:

 

19. Is there anything else that you think we should know about, or do you have any further specific requirements, in order to form your company? If there is anything you would like to discuss further with us concerning the company, please also make a note of it here.