PLC — Public Limited Company, U.K

Содержание
  1. What is a public limited company?
  2. Company secretary
  3. Trading certificate
  4. Restrictions on Accounts
  5. Annual General Meetings (AGMs) must be held
  6. Share capital restrictions
  7. No option to strike off
  8. UK Offshore Company: Register an Offshore U.K. (PLC)
  9. UK Companies Act
  10. Advantages of Setting up a Limited Company in the UK
  11. Top Uses of an Offshore Company UK
  12. Private Limited Company UK: Key Corporate Features
  13. United Kingdom Offshore Company Package
  14. Requirements for UK Offshore Company Registration
  15. UK Tax Rates for a Private Limited Company
  16. UK VAT – What is the VAT Rate in the UK?
  17. Corporate Details: Starting a Limited Company in the UK
  18. UK Private Limited Company Formation products from Offshore-Protection
  19. Start the UK incorporation process with Offshore-Protection.com today. Order a UK Private Limited Company with or without a bank account below. For a tailor-made offshore legal consultation get in touch
  20. UK Public Limited Company — PLC
  21. PLC Fees to Incorporate
  22. PLC Requirements
  23. Starting Trading as a PLC – Certificate to Commence Trading
  24. Public Limited Companies
  25. Advantage of a Public Company
  26. Access to Capital
  27. Increased Liquidity
  28. Employee Benefits
  29. Company’s Public Exposure
  30. Private Company Converting to a PLC
  31. PLC Administration
  32. Company Secretarial Services
  33. Company Secretary
  34. Secretary Duties
  35. Duty of Disclosure
  36. Administrative Duties
  37. Maintaining Statutory Registers
  38. Registered Office
  39. UK Tax Agent
  40. Confirmation Statement
  41. Company Directors
  42. PROtected Online Filing Scheme – PROOF
  43. Service Addresses for Directors of your PLC
  44. Mail Forwarding
  45. Share Registrars
  46. Penalties
  47. What is a Public Limited Company (PLC)? Definition, Example, Characteristics, Incorporation, Registration Procedure, Advantages, Disadvantages
  48. Characteristics of Public Limited Company (PLC)
  49. Incorporation of a Public Limited Company (PLC) in India
  50. Eligibility
  51. Documents Required
  52. Registration Procedure of Public Limited Company (PLC)
  53. Advantages of Public Limited Company (PLC)
  54. Disadvantages of Public Limited Company (PLC)
  55. Conclusion

What is a public limited company?

PLC - Public Limited Company, U.K

Usually, because a public company is expected to maintain a solid capital base, shares must be issued for cash. Where allotment for non-cash consideration is permitted, that consideration must be subject to independent valuation before the shares are allotted.

A private company is not restricted in these ways. Unless there are restrictions in the company’s articles of association and providing the correct procedures are followed, a private company can issue shares without requiring that any immediate payment be made for them. They are also much freer to issue shares for non-cash consideration.

Company secretary

Because of the more detailed legal and corporate governance environment in which a public limited company operates, every PLC must appoint a suitably qualified company secretary.

The company secretary of a plc (or each joint secretary) must be a person who the directors consider has the necessary ability and knowledge to perform the role and must meet at least one of the following 5 conditions:

  1. Have held the office of secretary or assistant or deputy company secretary on 22 December 1980;
  2. For at least three of the five years before their appointment, have held the office of secretary of a non-private company;
  3. Be a barrister, advocate or solicitor called or admitted in any part of the United Kingdom, or
  4. By virtue of his or her previous experience or membership of another body, appear to the directors to be capable of discharging the functions of company secretary; or
  5. Be a member of one or more of the following bodies:
    • The Institute of Chartered Accountants in England and Wales (ICAEW),
    • The Institute of Chartered Accountants of Scotland (ICAS),
    • The Institute of Chartered Accountants in Ireland (ICAI),
    • The Institute of Chartered Secretaries and Administrators (ICSA),
    • The Association of Chartered Certified Accountants (ACCA),
    • The Chartered Institute of Management Accountants (CIMA), or
    • The Chartered Institute of Public Finance and Accountancy (CIPA).

If one of the directors meets the necessary conditions, they could also hold the role of company secretary. However, it’s typical instead to appoint someone to serve exclusively as company secretary. That’s partly because the workload for the secretary of a public limited company can be intensive, but also to avoid any potential conflicts of interest that might otherwise arise.

In comparison to a plc, there’s no longer a requirement for a private company to appoint a company secretary, unless its articles of association require it. Where a private company does choose to appoint a company secretary, there’s no requirement for the appointee to meet any specific conditions.

Trading certificate

After a public limited company has been formed and shares have been paid for to at least the minimum level and issued, the company must then complete an SH50 form to obtain a ‘Certificate of Trading’. The trading certificate must be received before any trading can commence or the company’s borrowing powers can be exercised.

Form SH50, also known as an ‘Application for a trading certificate for a public company’, is a declaration by the company that shares of at least £50,000 nominal value have been issued and at least a quarter of their value (£12,500) has been paid up. While a company can issue share capital in any currency, to apply for a trading certificate the shares must be denominated in either Sterling or Euros.

The SH50 form must be completed on paper and posted to Companies House, who will issue the certificate of trading provided they’re satisfied with the details contained on the SH50 form.

It’s an offence for a public limited company to trade without a certificate of trading. On conviction, the directors will be liable to a fine. In some circumstances, they may also become personally liable for losses sustained by a company which transacts with the plc.

In contrast, a private limited company can start trading immediately upon having been formed. If an existing private limited company is re-registered as a plc, form SH50 does not need to be completed and no trading certificate is required.

There are a number of further restrictions on how a public limited company must be managed:

Restrictions on Accounts

A public limited company faces several restrictions in preparing and presenting its accounts:

  • Its accounts must be filed within 6 months of the financial year end, whereas a private company has 9 months to do so.
  • While small or medium-sized companies may be exempt from having its accounts audited, normally a public limited company must obtain an audit.
  • Additionally, smaller private companies can often choose to file abbreviated accounts, but this option is not open to public limited companies.

Annual General Meetings (AGMs) must be held

Public limited companies must arrange regular Annual General Meetings (AGMs), through which members can hold directors accountable for their decisions.

Accounts must also be laid before shareholders and the appointment of auditors confirmed at an AGM.

In private limited companies, by contrast, it’s possible to dispense with the holding of general meetings and instead to make various decisions regarding changes to the company via written resolutions.

Share capital restrictions

As well as the requirement to issue shares with a nominal value of at least £50,000 and for a quarter of this nominal value and the whole of any premium to be paid up, various other rules also apply to how a public limited company must manage its share capital:

  • Pre-emption rights can only be excluded for a specified period, often the time between successive annual general meetings, rather than indefinitely.
  • The opportunity to pay dividends is more restricted for public companies, which have to ensure their net assets will not fall below the level of called-up share capital and undistributable reserves as a result of a dividend.
  • While a public limited company can purchase its own shares or redeem shares distributable profits, un a private company it cannot do so assets representing the company’s capital and non-distributable reserves.
  • Public companies may not reduce the level of their share capital via a solvency statement, but will instead need to apply to the High Court to do so. For example, they might do so in order to write off accumulated balance sheet losses.
  • Public limited companies cannot give financial assistance for the acquisition of their shares.
  • A public limited company is required to convene a general meeting following a serious loss of capital.

No option to strike off

A public limited company isn’t able to apply for voluntary strike off. If the directors wish to pursue this option, the company must first be re-registered as a private limited company.

For more details, check out our article describing the advantages and disadvantages of a public limited company, where this type of business is compared to a private company limited by shares.

Источник: https://www.informdirect.co.uk/company-formation/public-limited-company-what-is-it/

UK Offshore Company: Register an Offshore U.K. (PLC)

PLC - Public Limited Company, U.K

The United Kingdom (UK) offers several offshore company formation vehicles, used for a variety of business endeavors. While the UK is not considered an offshore tax haven, it has many attributes that are similar to your traditional haven for non-resident companies.

The Private Limited Company (PLC) is the most widely used and gives individuals and companies the most flexibility all the other company types. Private Limited Companies are under the regulation of UK Companies Act 1985 which is the latest act that governs the formation of English Companies.

There are two main types of UK Private Limited Companies, those that are limited by shares and those limited by guarantee, the former being the most common.

There are over two million such companies registered with the UK Companies House, making the UK and the UK Ltd Company a long established destination for commercial and business activities.

The UK is a signatory to over 100 different forms of treaties and is a premier financial and banking financial centre.

Its numerous trade advantages, proximity to the European Union, and its double taxation treaties all give UK companies an edge in the globalizing world of commercial and financial business.

Though the UK is a country that has traditional business regulations in a high-tax environment, they too offer corporate entities for non-resident with tax neutral possibilities, making the UK the next best thing in the offshore jurisdiction world.

UK Companies Act

The UK Companies Act goes back to 1985. Legislation has been amended twice since then, in response to the ever-evolving global financial marketplace.

A UK Private Limited Company is a separate legal entity that remains distinct from its members and directors.

All individuals and entities affiliated with a UK PLC have limited liability that protects them from being held personally liable for the debts incurred on the part of the company; making the maximum liability limited to the amount of capital or issued shares.

This attractive company formation structure gives single member companies and small businesses an opportunity to attract potential investors and gives legal and financial protection to members and shareholders a.

For more information on the Advantages of the United Kingdom as an Offshore Financial Center, click here.

Advantages of Setting up a Limited Company in the UK

  • Single-member ownership is available
  • Nominee Services are permissible
  • The UK has numerous Double Taxation treaties
  • The UK has over 100 trade agreements in place
  • A world-leading financial centre
  • Access to various trade markets in the European Union (EU)
  • A private limited company has a separate legal existence from its members
  • A Limited company legitimizes itself for many business activities
  • A UK private limited company has a strong and structured shareholder conflict resolution procedure in place
  • Simply transferability procedures of ownership of shares.
  • A number of national insurance benefits.
  • Limited Liability status gives credibility to suppliers and customers from the transparency of the UK company system
  • Business expenses can be claimed against tax

Top Uses of an Offshore Company UK

  • Commercial Activities
  • Trading House
  • Holding Company
  • International investment Company
  • Asset Protection

Private Limited Company UK: Key Corporate Features

UK Private Limited CompanyCorporate Details
General
Type of EntityPrivate Limited Company
Type of LawCommon Law
Governed byUK Companies Act 1985Amended in 1985 and 2006
Registered Office in UKYes
Shelf company availabilityYes
Our time to establish a new company1 – 2 business days
Minimum government fees (excludes taxation)£15
Corporate Taxation20 – 28%
Access to Double Taxation TreatiesYes
Share capital or equivalent
Standard currencyGBP, £
Permitted currenciesAny
Minimum paid up£1
Usual authorized£ 1,000
Bearer shares allowedNo
No par value shares allowedNo
Directors
Minimum numberOne
Local requiredNo
Publicly accessible recordsYes
Location of meetingsAnywhere
Corporate directorship allowedYes *(but needs at least one individual)
Shareholders
Minimum numberOne
Publicly accessible recordsYes
Corporate shareholder allowedYes
Location of meetingsAnywhere
Company Secretary
RequiredNo
Local or qualifiedNo
Accounts
Requirements to prepareYes
Audit requirementsYes  *(small companies are exempt)
Requirements to file accountsYes
Publicly accessible accountsYes
Recurring Government Costs
Minimum Annual Tax N/A
Annual Return Filing Fee£ 15, electronic submission £ 30, for hardcopy
Other
Requirement to file annual returnYes
Migration of domicile permittedYes (subject to approval be Inland Revenue)


United Kingdom Offshore Company Package

Includes:

  1. Government Registration Fee (First year)
  2. Registered Office Address (First year)
  3. Registered Agent Services (First year)
  4. Company Secretarial Maintenance
  5. Certificate of Incorporation
  6. Memo & Articles of Association
  7. Appointment of 1st Directors
  8. Consent Actions of the BOD
  9. Share Certificates
  10. Register of Directors
  11. Register of Officers
  12. Register of Shareholders
  13. FREE Phone and/or email consultations

Requirements for UK Offshore Company Registration

To open a company in the UK, you must first register the company in the UK with the following mandatory details:

  • Certified copy of passport
  • Names and details of directors
  • Details of shareholders and share capital
  • Registration fee
  • The Company’s name and registered address (if pre-existing)
  • Articles of Association and Company Memorandum
  • Completed IN01 Form

UK Tax Rates for a Private Limited Company

UK incorporation regulations require Private Limited Companies to pay UK Corporation Tax at a rate of 20 – 28%, which is determined after a company has filed their annual returns.

Company Directors are also liable to pay UK income tax for any profits from the company.

No taxes are paid on the dividends of a holding company and there is no double taxation on dividends distributed through to EU member countries.

After setting up a company in the UK and going through the incorporation process, a Unique Taxpayer Reference (UTR) number will be issued by the HM Revenue and Customs (HMRC), which will be sent to the Company’s registered address. The HMRC will instruct you how to register your company, file the company accounts and pay corporate taxes.

UK VAT – What is the VAT Rate in the UK?

The Standard VAT rate in the UK is 20%.

The VAT Reduced rate is 5% and applies to some goods and services, such as children’s car seats and home energy.

If a company does not have an annual turnover of more than GBP 67,000, then Registration of VAT is not required. A Company that does register can collect a number of benefits through registration, such as the ability to reclaim input tax and collect VAT from customers. Companies register through the (HMRC) website.

Some things are exempt from UK VAT, such as postage stamps, financial and property transactions. The VAT rate businesses charge depends on their goods and services. Check the rates of VAT on different goods and services.

Corporate Details: Starting a Limited Company in the UK

Anonymity, Confidentiality and Disclosure

The details, information and names of all Directors and shareholders are made publically available. All financial and accounting records are publically available. The details of the beneficial owner are kept confidential. Nominee services are allowed, which can make names and details of shareholders and directors confidential.

Company Shares

A UK Private Limited Company may issue registered, preference, and redeemable shares and shares with or without voting rights, the details of which should be stated in the Companies formation documents.

Required Capital

The minimum paid up share capital for a UK Private Limited Company is GBP 1 with a usual authorized amount of GBP 1,000. Capital is usually denoted in the form of shares with one share being the minimum.

Financial Statements required

All UK Companies must file accounts with thee Register of Companies and the Inland Revenue. Companies that qualify as small companies, i.e. those with an annual turnover of less than GBP 5.6 million, may not need to have accounts audited and may apply for an audit exemption.

Directors

The minimum number of Directors needed for a UK Private Limited Company is one (1), who does not need to be a resident of the UK and may reside anywhere in the world and be of any nationality. Corporate Directors are allowed, however, a company must have at least one director who is an individual.

Company Secretary

A Private Limited Company does not require a secretary. If it is a single member company then the director can be the secretary.

Company Meetings

Company meetings are not required and, if meetings take place, they may be anywhere in the world.

Principal Corporate Legislation

UK Private Limited Companies are regulated by the UK Companies Act 1985 and its amendments in 1989 and 2006

Type of Law

English Common Law

Shareholders

There is minimum of one shareholder required for a UK Private Limited Company. A shareholder may be an individual or a corporate body and may be a resident and citizen of any country. Shareholders do not need to be local. Information and details of shareholders are made available to the public. Nominee services are permissible.

Trading Restrictions

A Company is restricted from conducting business in banking, insurance, consumer credit and all other activities in the finance industry.

Exchange Controls

There are no exchange controls in the UK.

Powers of the Company

A UK Private Limited Company has the same rights as a natural person.

Language of legislation and Corporate Documents

English or Welsh

Registered Office required

A registered office is required for a UK Company.

Local Presence

A local office Is required for all UK companies. Local Directors, Shareholders and Secretary are not mandatory. A list of all the shareholders must be held at the local registered office.

Audit Requirements

UK Companies are required to submit audited accounts, though all companies earning less than GBP 5.6 million can apply for an audit exemption

Annual Reporting

All UK Companies must file and annual return and annual accounts the UK Inland Revenue every year no matter if a company has traded or not

Shelf Companies available

Yes

Time required to form offshore company

1 – 2 days

Name Restrictions

An UK company may not use similar or identical names that are already in use, any name that suggests patronage of the Royal family or the UK government, any name that is undesirable or seen as being offensive

Names of Company requiring a special licence or permission

Company names that include the words assurance, bank, building society, insurance, reinsurance, are required to get prior approval from the UK Company Register

Permitted limited liability suffixes

A UK Private Limited Company must have the suffix Limited or Ltd.

Access to Double Tax Treaties

The United Kingdom has signed a number of double taxation treaties which can greatly benefit companies avoid paying double taxes

Minimum Annual Tax

N/A

UK Private Limited Company Formation products from Offshore-Protection

Join thousands of satisfied clients who have experienced the Offshore-Protection advantage for more than 18 years. When you purchase any offshore company formation products, you'll get FREE support from our lawyers to help answer your overseas company day-to-day management questions.

Start the UK incorporation process with Offshore-Protection.com today. Order a UK Private Limited Company with or without a bank account below. For a tailor-made offshore legal consultation get in touch

Источник: https://www.offshore-protection.com/limited-company-formation-uk

UK Public Limited Company — PLC

PLC - Public Limited Company, U.K

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

PLC Requirements

  • 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

Increased Liquidity

  • 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

Employee Benefits

  • 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

PLC Administration

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.

Company Secretary

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.

Secretary Duties

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

Administrative Duties

  • 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

Registered Office

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

Confirmation Statement

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.

Company Directors

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

Mail Forwarding

We provide a mail forwarding service, intended to deal with routine Company Registry and Inland Revenue official mail.

Share Registrars

We can complete and file your companies Confirmation Statement showing the list of shareholders and officers.

Penalties

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.

Источник: https://www.systemday.com/public-limited-company/

What is a Public Limited Company (PLC)? Definition, Example, Characteristics, Incorporation, Registration Procedure, Advantages, Disadvantages

PLC - Public Limited Company, U.K

Definition: A Public Limited Company (PLC) is a separate legal business entity which offers its shares to be traded on the stock exchange for the general public. According to the regulations of the corporate law, a PLC has to compulsorily present its financial stats and position publicly to maintain transparency.

Example: Barclays Public Limited Company incorporated in the year 1896 is one of the global financial service company providing investment and banking solution to the customers (individuals and business entities).

The company is primarily listed on the London Stock Exchange and secondly on the New York Stock Exchange. The investors can easily buy and sell the shares of Barclays PLC on these stock exchanges.

Characteristics of Public Limited Company (PLC)

A public limited company is very different from private limited companies; however, both are there in the business for profit earning. Following are the various features of a PLC:

  • Ownership: The ownership of a PLC lies with two or more shareholders who own the shares of the company.
  • Index of Members: A public limited company needs to keep an index of its members with their names.
  • Paid Up Capital: The company needs to have a minimum paid-up capital as decided by the corporate law of that country. According to the Companies Act, 2013, a PLC in India needs to keep rupees five lacs as a minimum paid-up capital.
  • Perpetual Succession: The company’s existence is independent of the death, bankruptcy or insolvency of any of the member.
  • Formation: A PLC can be formed with the appointment of at least two directors and one qualified company secretary.
  • Directors: A public company needs to have three or more directors for its existence.
  • Name: The company has to end its registered name with the word ‘limited’ for making it a PLC.
  • Limited Liability: The liability of the shareholders of a public limited company in case of loss or debts is only limited to the amount of investment they have made in the company. Their assets cannot be charged liable for any such damages.
  • Prospectus: It is mandatory for a public limited company to issue a prospectus which is the statement of present and plans of the company.
  • Abided by Law: A public limited company has to abide by the corporate laws of the country. Indian PLCs have to follow the regulations of the Companies Act, 2013.
  • Minimum Subscription: A PLC needs to acquire at least 90% amount of the shares issued by the company within a particular period.

Incorporation of a Public Limited Company (PLC) in India

A public limited company has a distinct identity and is owned by the public and managed by the board of directors.

Therefore, the registration procedure of a PLC is quite lengthy and involves a lot more formalities. Let us now go through the various requirements for this form of business organization:

Eligibility

The basic requirements or eligibility criteria for setting up a public limited company are as follows:

  • One Resident Director: the three or more directors of a public limited company, one has to be a resident of India compulsorily.
  • Minimum Seven People: To establish a PLC, minimum of seven people are required who can become directors, shareholders or both.
  • Unique Name: Every PLC needs to have an exclusive name to get the trademark registered. This name should not be identical to any other company.
  • No Minimum Capital: A PLC can be started with the amount of capital required, and there is no minimum capital specified. However, the minimum share capital (both authorized and subscribed) needed is rupees five lacs.

Documents Required

A PLC next requires certain documents as evidence of the directors’ identities and the registered office of the business. These are explained in detail below:

Identity Proof: The disclosure of the identity of the company’s directors include the following:

  • One personal identity proof voter id, driving license, adhaar card or passport
  • PAN card for Indian nationals and passport for foreign nationals is compulsory
  • Nationality proof for foreign nationals
  • Two passport size photographs
  • Resolution of the board of company / LLP for authorization of directors or partners

Address Proof:  The address proof of the directors involve electricity bill, mobile bill, telephone bill or bank statement (any one of these and not older than two months).

Proof of Registered Office: The place where the business is to be commenced or controlled is its registered office. Such documents include:

  • NOC from Landlord
  • Rent receipts along with the rental agreement, conveyance, lease deed, etc. (any one of these)
  • Photocopy of gas bill, telephone bill or electricity bill (either one of these) which is not older than two months.

Other Documents: Other than the documents mentioned, the following are some more relevant documents need to be submitted under particular conditions or otherwise:

  • Digital Signature Certificate (DSC) physically signed by the directors and the shareholders.
  • In the case of foreign directors, all the documents should meet the following obligations:
    • Notarized; if residing in Commonwealth countries
    • Notarized & Apostiled; if living in a country which is a signatory to Hague convention
    • Notarized & Consularised; if not covered in the above categories.

Registration Procedure of Public Limited Company (PLC)

As we already know about the various requirements and essential documents for the registration of the company, let us move forward towards the procedure of incorporation under the following eight steps:

Name Reservation: The company needs to get the company name approved under the Companies Act, 2013, which is valid up to twenty days from the date of approval.

A company can propose and apply for two names and can go for one resubmission (RSUB) under Reserving Unique Names (RUN) web service.

Digital Signature Certificate (DSC) of Director: Filing of the online application form for a public limited company requires signatures supported by the DSC of the directors and the shareholders.

DSC can be taken by submitting a DSC application attached with identity proof, address proof, photographs of the respective signatory.

Obtain Director Identification Number (DIN): The directors need to file a DIN application attached with the address proof id proof attested by any CS, CMA or CA.

The Registrar of Companies (ROC) is responsible for issuing a unique identification number known as Directors Identification Number (DIN) to become the official director in India.

Approval of Other Authorities: The applicant should next take and furnish the approval from the respective department, appropriate authority, regulatory body or ministry of Central or State Government depending on the type of business and the work, to the ROC.

Document Submission: An application for incorporation or registration of the PLC supported by declaration, affidavits, Memorandum and Article of Associations is to be submitted to the ROC.

Certificate of Incorporation: A registration certificate, also known as a certificate of incorporation is issued by the ROC after inspecting the application and documents submitted. The business can be now commenced under the norms of a public limited company.

PAN & TAN of the Company: Simultaneously with the certificate of incorporation, the applicant needs to apply for the Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN). It is issued with and mentioned in the certificate of incorporation.

Opening of Bank Account: Lastly, the PLC so formed, has to compulsorily open a current account with any bank, by submitting the registration certificate and the other required documents.

Advantages of Public Limited Company (PLC)

Public limited companies have contributed a lot to economic growth and development in a country. The different benefits of a PLC are explained one by one in detail below:

  • High Credibility: The investors find the public limited company to be more reliable and trustworthy, increasing its credibility.
  • Tax Efficient: A PLC gets various tax benefits tax-deductible costs and other allowances. On paying off the corporation tax, the company is saved from paying high-income tax.
  • Limited Liability: The shareholders are not liable to pay the company’s debts or losses beyond their investment value in case of insolvency or bankruptcy.
  • Additional Capital: Initial Public Offering (IPO) is a source of raising funds for the public limited company to meet the capital requirement of the business.
  • Expert Board of Directors: The company is efficiently managed by the board of directors comprising of expert and talented people.
  • Business Growth and Expansion: The acquisition of additional by issuing of shares, provide financial strength to the business and develops the scope of growth.
  • Easy Share Trading: The shares of a public limited company can be bought or sold in seconds on the stock exchange market. Thus, making it convenient for the investors and shareholders to acquire a part of the company.
  • Risk Spreading: Since, there are many shareholders owning small portions in the company, the risk of loss and insolvency is also widespread among them.

Disadvantages of Public Limited Company (PLC)

Though PLC is an excellent option for the entrepreneurs who lack capital for starting a business, it has certain drawbacks making it unsuitable for business aspirants. Following are the limitations of the public limited companies:

  • More Regulations: A company is abided by the laws and regulations formed by the corporate houses to function as a public limited company which is a hefty task.
  • Loss of Ownership: Ultimately, a company has to go public to work as a PLC, which leads to giving up of owner’s possession over the company.
  • Lack of Control: The loss of ownership leads to the loss of control over the decision making of the company.
  • Disclosure of Company’s Financial Position: A PLC has to disclose the complete financial health of the company in front of the public to assure a high level of transparency.
  • Profit-Sharing: The profit sharing is done on a vast scale among all the shareholders, which entitle each one of them a tiny proportion of that profit.

Conclusion

A public limited company is usually established to generate capital from external sources, i.e. the general public for commencing a business, business expansion, technological advancement. global expansion, etc.

But a PLC is more suitable only to the large organizations which have a comprehensive perspective and higher growth possibilities, rather than a small shop located next door.

Источник: https://theinvestorsbook.com/public-limited-company-plc.html

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