Public Limited Company (PLC)

The main reason for the creation of a Public Limited Company (PLC) as opposed to a normal (or 'standard') limited company is quite straightforward. The PLC owners can sell PLC shares on the stock market. In order to protect these share purchasers (or investors), a PLC comes with a number of additional statutory and legal obligations. These obligations can be expensive and time consuming.

At St Matthew we have worked with a number of PLC's that are now listed on the stock exchange. Our team of specialists can deal with the initial and ongoing tasks of a PLC set-up, if this is the package that you need. 

Annual Fee: from £5,500

PLC – What does it mean?

PLC stands for Public Limited Company. It is a preference for large share-companies in Europe, as shares can be traded publicly on the stock exchange. While it is an effective corporate vehicle, it is not suited to everyone. In fact, most of our clients use the 'standard' limited company package as this adequately meets their needs. A PLC, once set-up, is subject to stricter regulations than a standard limited company. It must meet special eligibility criteria to both obtain and retain its status as a PLC. 

While St Matthew will always try to meet the needs of its clients, it should be said that the aims and objectives of 95% of our clients can be achieved with the standard limited company package. Stock exchange public offering (or floatation) and the prestigious PLC title are the two main reasons that clients look to this package. However, if the package meets your needs and has benefits that will help you, St Matthew will provide this service.   

Different requirements for a PLC compared to a limited company

  • Two directors are essential: To set up a PLC you will need at least 2 directors. These can be chosen randomly; however the person must be between 16 and 70 years of age, and have no legal limitations as to their suitability to act as a director.
  • The Company Secretary must be qualified: To set up a PLC, a Company Secretary is not only necessary, but they must meet certain suitability requirements. They include 3 to 5 years previous experience in a Company Secretary role, or a qualification to a UK advocate or a proof of professional membership  - e.g. at the 'Institute of Chartered Accountants in England and Wales'.
  • £50,000 minimum Share Capital is also essential: All shares must be at least partly split between shareholders before the formation of a PLC can take place.  In the “Memorandum of Association,” it must be recorded who owns the shares and how many. The total value of these shares must be at least £50,000, a quarter of this amount, £12.500, must be deposited into the account of the PLC. Only after this has happened, can PLC operations take place.  
  • Audit-Obligation: Every PLC, independent of turnover, must submit a certified balance sheet to the register of commerce. To do this, we will liaise with a partner accountancy office for them to certify the balance sheet.  This is necessary as the auditor and the tax consultant must be independent of each other.  If the PLC is also a shareholder in other PLCs inside or outside of the UK, then the balance sheets of all other PLC's must be included and certified into the submitted balance sheet(s).
  • Quarterly Supervisory Board Meetings:  The PLC Supervisory Board must meet every three months (quarterly). These meetings must be  prepared for in detail and the proceedings documented.  All shareholders must be informed beforehand and afterwards regarding all agenda items.

PLC shares – Please remember

There are many different kinds of shares that can be offered or introduced to shareholders. A short and basic summary is set out below. For more detailed information, it may be best if you contact one of our consultants, who will assist you further.

As a general rule, the total amount of shares can be increased and decreased without too much bureaucracy.  An 'Ordinary-Resolution' must be submitted to the Companies House (decisions based on a majority). The registration of new shares is free.

An overview of different shares

We distinguish between the five most common types of shares:

  • Bearer shares: 'Bearer shares' are owned by the corporation and are proved by a stock subscription warrant, enabling the straight forward transference of shares.  Only the naming of the new owner is necessary – additional documentation is not needed.
  • Cumulative preference:  This form of share allows for the entitlement of dividend back payment, in the case it was not disbursed at maturity.
  • Ordinary: Ordinary shares do not have any special requirements and have no special restrictions.  However they can be split in different value classes.
  • Preference:  These shares have the advantage of the dividend being back-paid to yourself.
  • Redeemable:  Redeemable shares have the advantage that they can be bought back after a certain time.  

         Note: Unless otherwise stated, PLC's set up by St Matthew will be founded with ordinary shares.

St Matthew PLC package

Our package is the most comprehensive package on the market today and contains all services that you will need to set up and run your company in the UK. It includes the following services:

UK Company Formation

We will set up your UK Limited company with Companies House. This usually takes just 48 hours. If you have a UK Ltd company already you may move it to us. We do not charge for the incorporation hence the fee would be the same.

   

Local Director

A UK resident consultant from our firm will become nominee director of your company for the first three months after setting up the company. In our experience it helps tremendously to have a local director initially as it eases compliance requirements. If you may wish to keep our director on a more permanent basis plese let us know.

   

Provision of Qualified Company Secretary

While nowadays the company secretary is less relevant in the context of private limited companies it still has a crucial role in public companies. The company secretary needs to be qualified to act for a PLC. There are also extensive ongoing duties like organising board and general meetings. The company secretaries we provide are solicitors who are specialised in dealing with PLCs. Please also see the section below for company secretary charges.

   

Registered Office

Every UK company needs a registered office where official mail from the tax man can be delivered. We will domicile your company at our office address in Central London.

   

Telephone & Fax Number

You get your own phone and fax number. Faxes will be forwarded to you by email, the phone will be answered in your company's name by our staff. We will send you and email with the message that the caller left.

   

Door Sign with Your Company Name

There will be a metal sign with your company name in our reception.

   

Use of Our Offices

You may use our offices and meeting rooms while you are in London (after prior arrangements, limited fair use policy applies)

   

Correspondence Address & Mail Forwarding by Email

You can use our office address as correspondence address for your business mail and on your business stationary such as business cards. We will forward any mail that we receive by email. If we receive packages or original contracts etc we will forward them by post or by courier.

   

Corporate Bank Account

Your company will get a corporate bank account with credit cards from a major UK bank. Please note that you will need to come to London for this. Your account will be opened the same day. In exceptional cases we can open accounts by post but you need to visit a branch of our bank in your country to introduce yourself. A minimum deposit of £1,000 is required.

   

VAT Registration

We will register your company for VAT if required. We can also act as your VAT agent (for an additional fee). See the important disclaimer below.

   

Annual Return

Once a year every company needs to update their details with Companies House (363 Return). We will submit the 363 return on time for you.

   

Deadline Maintenance

In the course of the tax year there are a number of important deadlines and dates to keep in mind for your company. They have to be strictly followed as the UK authorities will raise penalties immediately. We will keep an eye on these dates and ensure everything is filed on time.

   

Communication with the UK Authorities

We deal with the tax authorities and Companies House on your behalf. We will solve any issues directly with them as far as we can. If required we will contact you first to agree the best way forward before we speak to them.

   

Unlimited Support

Our multi-lingual team of accountants and business advisors are happy to assist you with all upcoming questions and issues in relation to your company. You may call us or email us and we will help you in a fast and efficient manner. You can also come visit us in our offices in London to discuss issues face to face if you prefer. Just arrange an appointment and we will be happy to meet with you.

Accounting & Bookkeeping Services

The following services will be charged separately on a time and material basis at a reasonable and affordable hourly rate agreed in advance (please request a quote for details). We encourage all of our clients to prepare as much of their bookkeeping as possible on their own (for example by using spreadsheets). However we are happy to take on this type of work and provide a full service should you wish for us to do so.

Ongoing Bookkeeping

When you sign up for our service we will provide you with your dedicated accounts website and inbox email address. Just email all your relevant paperwork to this address (receipts, invoices etc) and our accounts team will do the bookkeeping. You can see all documents online using your accounts website.

   

Tax Returns & Year End Accounts

We will prepare the statutory accounts for your company plus the corporate tax return.

Audit

The financial statements (annual accounts) of all PLCs need to be audited by a certified UK auditor, no matter how small your sales or revenues are. For compliance reasons our firm cannot do the audit for your company as the law requires a totally independent auditor.

However, we work together with a small and reliable firm of auditors who are more than happy to undertake any audit work on your behalf. We can liaise with their staff as required and would pass our work onto them in order to complete the audit.

When you are a client of St Matthew, you will be contacted in good time to discuss your audit requirements and the specific steps that you will need to take.

Audit fees are not included in our PLC package.

Company Secretarial Work

The PLC package described above includes the provision of a qualified PLC company secretary who is a solicitor. However any duties undertaken by that company secretary will be charged on a time and material basis at a reasonsable hourly rate. This may include work such as

  • Adapting the Memorandum and Articles of Association (as required)
  • Contract drafting work
  • Organising and documenting board and general meetings
  • Attending these meetings

Any work undertaken will be agreed in advance with you.

The Process of Setting Up Your PLC

The process of founding of a PLC is slightly different  to the founding of a normal Limited Company:

  1. To initiate this process, upon a visit by you to London, we will together open a company account for the PLC
  2. Following this you are then required to pay in at least a quarter of your capital stock (minimum £12,500 of £50,000).  This can be made via cash, online transfer or by check. 
  3. As soon as this money is deposited, you will be provided a notary in London to show evidence of the pay-in slip.
  4. The notary will then certify that the PLC is adequately funded.
  5. This certification must then be returned to us to be submitted to Companies House.
  6. Companies House will then issue a certificate of trading. Trading may now commence.

Please note, that you need to pay in a quarter of your capital stock into your account.  Physical resources, Good Will, real estate, and other assets cannot be used but they can qualify as the rest of the PLC’s capital.

Listing on the Stock Exchange in Frankfurt (Open Market)

The Open Market at the Deutsche Boerse in Frankfurt has been created to list small to medium sized companies with a capital requirement of just €500,000. If you are looking to list your business there using a PLC St Matthew can help. We have been involved in a number of stock exchange listings. We work with a Listing Partner accredited by Deutsche Boerse who will deal with all the listing specific tasks on your behalf. Check out our page on listing your company on the Open Market.

To Keep in Mind for VAT Registration

We recognise that most of our clients are likely to need a VAT registration (tax ID). Please bear in mind that the VAT registration process in the UK can take up to 6 months. HMRC follow a rigid procedures that we are unable to accelerate. If you need a VAT number urgently you may consider buying a "readymade" company from us that is already VAT registered. Please check this page for details.

Fees & Payment Terms

The annual fees for this service start at £5,500. Please note that the final fees depend on your specific requirements. Therefore you have to request a quote first so we can assess your needs. All fees are payable one year in advance.

Fees for accounting and bookkeeping services will be charged on a time and material basis as required. You will be invoiced monthly or quarterly for these services, depending on the work undertaken.

It will be the same for PLC specific company secretary tasks.

Is this Service Right for You?

We recommend this package for entrepreneurs who are looking to set up and operate an actively trading business in the UK that you want to list on the stock market or simply a listing company. If you are looking for another type of company (holding company, dormant company, company to hold an asset) please contact us as we may be able to provide a better solution.

Because of the additional costs and requirements we do not recommend that you set up a PLC unless your a seriously considering an IPO. Please check out our page on the private UK limited company for more information.

Next Step

If you are interested in setting up a UK Public Limited company please contact us to request a quote.