Public companies

1. What are the requirements a public company must meet?

A public company must meet the following requirements:
it must have at least two directors (who may also be members of the company);
it must have at least one director who is an individual;
all individual directors must be aged 16 or over;
it must have at least one secretary;
the secretary must be qualified in one or more of the following ways:

he has held the office of secretary of a public company for at least three of the five years before their appointment; or
he is a barrister, advocate or solicitor called or admitted in any part of the United Kingdom; or
he is a person who, by virtue of his or her previous experience or membership of another body, appears to the directors to be capable of discharging the functions of secretary; or
he is a member of any of the following bodies:
- the Institute of Chartered Accountants in England and Wales;
- the Institute of Chartered Accountants of Scotland;
- the Institute of Chartered Accountants in Ireland;
- the Institute of Chartered Secretaries and Administrators;
- the Association of Chartered Certified Accountants;
- the Chartered Institute of Management; or
- the Chartered Institute of Public Finance and Accountancy.

2. When can a public company start business?

A company incorporated as a public limited company cannot 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. You will need to deliver the ‘Application for a trading certificate for a public company’ (Form SH50). It is an offence to trade without a trading certificate and the directors are liable, on conviction, to a fine.

Different rules apply if you intend to re-register from a private company limited by shares or a private unlimited company to a public company. Further information on share capital and trading certificates is explained in our ‘Life of a Company – Part 2 Event Driven Filings’ guide.

Please note the name of a public company must end with 'Public Limited Company', or 'PLC' or, if it is a company whose registered office is stated as being in Wales, 'Cwmni Cyfyngedig Cyhoeddus' or 'CCC' .