Conversion: private to public
Private company limited by shares to public company (plc)
A private company can be re-registered as a public company (plc) provided:
- it has sufficient issued share capital to meet the minimum requirements of a public company (see below)
- it has sufficient assets to cover the issued share capital (see below)
- it has at least two shareholders and two directors
- it adopts new articles suitable for a public company
- the company appoints a secretary if it does not already have one
- the shareholders pass a special resolution
- the necessary documents and forms are sent to Companies House for registration
- the registration fee of £20 is paid to Companies House (or £50 for same day service)
If the company is to be registered with a different name (apart from the compulsory change from 'Limited' to 'plc' or 'public limited company' at the end of the name) the name must be acceptable for registration.
Share capital and assets
There are minimum share capital.requirements for a PLC and these must be complied with on conversion from private company to LLP. A public company must have an issued share capital of at least £50,000, and at least 25% of the nominal amount and the whole of any premium payable on each share must be paid up.
On conversion, the company must also have assets to a value which is not less than its called up share capital plus undistributable reserves. To establish this, the application must be accompanied by an audited balance sheet which is not less than seven months old, and this must be accompanied by a statement by the company's auditors that the assets meet the statutory requirements.
If the company has issued shares for non-cash consideration or has issued any shares during the period between the date of the balance sheet and the special resolution, there are further complications.
- guidance as to the applicable procedures and requirements
- amended articles of association
- notices of directors' meetings
- minutes of directors' meetings
- notices of shareholders' meeting or written resolutions (as applicable)
- minutes of shareholders' meeting or consents to resolutions
- completed official forms for Companies House
- our straightforward, step by step guide to completing the procedures
- checking by us when the documents are completed (if required)
- dispatch by us to Companies House of the completed and checked documents (if required)
The company must arrange for the preparation of the required balance sheet and auditor's statement.
Most conversions of this type will be covered by our benchmark price for this service. If there are special requirements as to the company's articles or there are issues to resolve with reference to the share capital, there will be additional charges. Please see our prices guide.