Public limited company

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A public limited company (legally abbreviated to PLC) is a type of public company (publicly held company) under United Kingdom company law, some Commonwealth jurisdictions, and the Republic of Ireland. It is a limited (liability) company whose shares may be freely sold and traded to the public (although a plc may also be privately held, often by another plc), with a minimum share capital of £50,000 and the letters PLC after its name.[1] Similar companies in the United States are called publicly traded companies.

A PLC can be either an unlisted or listed company on the stock exchanges. In the United Kingdom, a public limited company usually must include the words "public limited company" or the abbreviation "PLC" or "plc" at the end and as part of the legal company name. Welsh companies may instead choose to end their names with ccc, an abbreviation for cwmni cyfyngedig cyhoeddus.[2] However, some public limited companies (mostly nationalised concerns) incorporated under special legislation are exempted from bearing any of the identifying suffixes.[citation needed]

The term "public limited company" and the "PLC"/"plc" suffix were introduced in 1974; prior to this, all limited companies bore the suffix "Limited" ("Ltd"), which is still used by private limited companies.[3]


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. In Northern Ireland, although prior to October 2009, companies in that jurisdiction were registered with the Northern Ireland Executive's Department of Enterprise, Trade and Investment, companies registrations are now handled by the Companies House like the rest of the United Kingdom.

Company directors[edit]

Formation of a public limited company requires a minimum of two directors (differing from country to country: in India three 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 PLCs 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, subject to a Bankruptcy Restrictions Order (BRO) or Bankruptcy Restrictions Undertaking (BRU)[4] or otherwise disqualified by a Court from holding a directorship, unless given leave to act in respect of a particular company or companies.

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.

Share capital[edit]





Share types[edit]




Company formation[edit]

Most companies are now formed electronically via company formation agents.[citation needed]

Paper process[edit]

The following documents, together with the registration fee are sent to the Registrar of Companies:

Memorandum of Association 
This sets out the company name, the registered office address and the company objects. The object of a company may simply be to carry on business as a general commercial company. The company's memorandum delivered to the Registrar must be signed by each subscriber in front of a witness who must attest the signature. It is often referred to as the 'charter of a company' or 'constitution of the company'. The signatories to the Memorandum of Association are deemed to be the first Directors of the company. The Memorandum defines the relation of members with the rest of the world.
Articles of Association 
This is the document which sets out the rules for the running of the company's internal affairs. The company's articles delivered to the Registrar must be signed by each subscriber in front of a witness who must attest the signature. The Articles define the inter-management, inter-member and inter-employee relationship.
Form 1 
This gives details of the first director(s), secretary and the intended address of the registered office. As well as their names and addresses, the company's directors must give their date of birth, occupation and details of other directorships they have held within the last five years. Each officer appointed and each subscriber (or their agent) must sign and date the form.
Form 12 
This is a statutory declaration of compliance with all the legal requirements relating to the incorporation of a company. It must be signed by a solicitor who is forming the company, or by one of the people named as a director or company secretary on Form 10. It must be signed in the presence of a commissioner for oaths, a notary public, a justice of the peace or a solicitor. There is usually a £5 fee payable to the person that witnesses the statuary declaration.

Electronic process[edit]

The key difference with the paper process is that there is no Form 12 and requirement for a statutory declaration. This significantly speeds the process and Companies House's record for an Electronic Company formation is 23 minutes.

Because the electronic process requires compatible software that works with Companies House eFiling service,[5] companies are usually formed through a Company Formation Agent.[6]

Annual returns[edit]

Every company must deliver an annual return to Companies House at least once every twelve months. It has 28 days from the date to which the return is made up to do this. Failure to file a return is a criminal offence, for which the officers of the company may be fined.[7]

There is an annual document-processing fee of £30 (or £15 for users of the Electronic Filing or WebFilings services), which must be sent to Companies House with the annual return.


Conversion of a private limited company to a public limited company[edit]

Both a private company limited by shares and an unlimited company with a share capital may re-register as a plc, but a company without a share capital cannot do so.

A private company must pass a special resolution that it be so re-registered and deliver a copy of the resolution together with an application form to the Registrar. The resolution must also:

  • alter the company's memorandum so that it states that the company is to be a public limited company,
  • increase its share capital to the statutory minimum of £50,000,
  • make any other alterations to the memorandum so that it conforms to that required for a public limited company,
  • make any required alterations to the articles of association of the company.

If it does not already have sufficient share capital, the company must issue £50,000 in shares a minimum of 25% part paid.

Conversion of a public limited company to a private limited company[edit]

In some jurisdictions a public limited company may re-register as a private limited company or private unlimited company at any time with few formalities.

A court may also order a public company to re-register as private on approving a 'minute of reduction' of share capital which results in the issued share capital falling below the statutory minimum. In such a case the court will also specify alterations to the company's memorandum and articles. A special resolution to re-register is not required.[citation needed]

See also[edit]


  1. ^ Longman Business English Dictionary
  2. ^ "s. 58(2) Companies Act 2006". Retrieved 2013-12-25. 
  3. ^ "Companies Bill defines 'insider': legislation is expected by the summer", The Times, 20 December 1973
  4. ^
  5. ^ "Companies House website". 2013-09-18. Retrieved 2013-12-25. 
  6. ^ "Companies House website". 2013-12-19. Retrieved 2013-12-25. 
  7. ^ "Companies Act 2006 Section 858". 

External links[edit]