Re-register from private limited company to public limited company

Re-register from a private limited company limited by shares to a public limited company (PLC) with Companies House. Before anything else, your company must pass a special resolution.

Desired name for PLC

Firstly, you must enter your existing company full name and registration number. Your company name and registration number must match your certificate of incorporation or certificate of change of company name. Subsequently, you enter your desired company full name of re-registered company.

Companies House form RR01 and supporting documents

Your company must complete the Companies House form RR01 for your application to re-register your private limited company as a public limited company. Then, send your application form to Companies House.

The application must include the following legal documents.

  • A copy of the special resolution that the company should re-register as a public limited company.
  • A printed copy of the amended articles of association
  • The balance sheet
  • Your auditor’s written statement under section 92(1)(c) of the Companies Act 2006.
  • Your auditor’s unqualified report
  • Copy of the valuation report if recent allotment of shares for a non-cash consideration under Section 93(2) of the Companies Act 2006.
  • Statement of the proposed secretary to be included If your company do not have a secretary.
  • Your director or company secretary must sign the RR01 form.

Authorized minimum share capital

On one hand, your company must have an authorized and allotted share capital of £50,000 or more. With fully paid premium and a minimum of 25% paid up nominal value for each share.

Company secretary

Generally, a public limited company must have a company secretary. Therefore, you must provide details of your company secretary in your RR01 form. Essentially, the person to hold the position as your company secretary must have the required skills and qualifications.

For example, the person to qualify as your company secretary must hold membership of one of the professional accountancy bodies i.e. The Association of Chartered Certified Accountant ACCA.

You company secretary can be an individual or a corporate body. You must enter your company secretary details in the form RR01.

Statutory fee

Lastly, don’t forget to include a cheque or postal order to pay the statutory fee to Companies House for your application to re-register. Otherwise, your application will not be processed without the fee. Write your cheque payable to Companies House.

Limited company or sole trader

The advantages and disadvantages of whether to use a limited company or sole trader to start a business is an important consideration.

First of all, there are two types of limited companies. A private limited company and a public limited company. Registration of a private limited company is relatively straight forward. You only require one person to set up the company. You can be the director and shareholder of the company. In addition, your share capital can be as little as £1. That’s all you need to get started.

On the other hands, incorporation of a public limited company has more legal administration requirements to it such as you cannot trade until you get a trading certificate. Furthermore, a public limited company requires a minimum share capital of £50,000. It is a bit expensive.

Whereas compared to setting up a sole trader business, the setup is simpler. You only need to register your business with HM Revenue and Customs. Then you are good to go.

Limited liability

In terms of business liability, your company shoulders all the liability as opposed to the person running the business. This is because the company and the owner of the company are considered a separate legal entity. Your liability is limited to the amount you invested in the share capital of your company. This includes any guarantees you gave when raising finance for your business.

For example, if you invested £10,000 into your company as share capital and your losses would be limited to this amount in the event of your business failed. In other words, your maximum loss would be £10,000. That’s it.

As with a sole trader or proprietorship, you are exposed to unlimited liability. In other words, your personal assets can be auctioned to pay off your business debts if your business fails.

For instance, when your sole proprietorship business failed and you have a business debt of £100,000. You would have to satisfy this debt using your personal assets no matter what. You may risk being sued bankrupt if you cannot settle the debts quickly. In this respect, a sole proprietorship is a bit risky compared to trading using a company. There is no safety net. Basically you can lose everything at once.

Continuity

Moreover, trading as limited company also provides continuity of the business. The ownership of the company can be transferred easily. In this circumstance, you only have to transfer your share to your next of kin by filing the relevant Companies House forms to that effect.

Whereas for sole proprietorship business normally ceases when the business owner wants to retire or die. However, there may be a way to keep your sole proprietorship business continuity by incorporation.

Company Law

Besides, the Companies Act 2006 have made the requirement to appoint a company secretary for a private limited company is optional. This means that a single person can set up a limited company by himself as discussed above. You can be the sole director and also the sole shareholder of your company if you wish. Except that you must not be an undischarged bankrupt or disqualified by a court from holding a directorship.

On the other hands, as a sole trader, you do not need to comply with the company law. Less hassle.

Stability

Also, many financial institutions, banks and suppliers viewed a limited company as being a form of more stable business entity compared to a sole trader. This is partly because the company accounts, shareholders and directors details are available for public inspection independently at Companies House. This provides more reliable information to creditors about your company history.

On top of that limited company must follow company law when comes to filing Companies House forms and accounts with the Registrar. There is a set of standards maintained.

Administration

For administration purpose, a limited company must deliver confirmation statement and company accounts to Companies House every year. Also, you must maintain statutory books for your company. This includes notifying Companies House when there is a change in the registered office or director etc. You can notify Companies House by filing the correct forms online or on paper. You would require your authentication code to file online. The authentication code is the electronic equivalent of your director and secretary’s signature. Keep it safe.

Additionally, failure to fulfil the legal obligations mentioned above, your director is risk being prosecuted and are subject to fines. There is a late filing penalty for delay in filing your accounts to Companies House too. However, Companies House sends reminders to your registered office to help you (as the director) to comply with the law. Just make sure your registered office address is up to date. Do not worry too much.

To top it up, your company must submit a corporation tax return with HM Revenue and Customs. Your accounts must comply with the Companies Act. In some instances, you must submit audited accounts.

Whereas, for a sole proprietorship, you only required to file self assessment return with HM Revenue and Customs. Furthermore, the accounts are also much simpler compared to that of a limited company accounts.

Conclusion

Considering a limited company or sole trader to start a business, it has become obvious that a limited company is more attractive. Not only It gives a professional image but also project stability to the public. Additionally, using a company to trade also limit your liability and debts in the event of winding up.

Seek advice on complex tax affairs

However, if you have complex tax affairs seek advice from the specialist tax advisers. They would assess your personal tax affairs thoroughly and present you to the best solution that would minimize your tax liability overall.

For example, should you buy an asset under your personal name or under your company name? Given you have income from overseas or are inheriting assets. All these have an impact on your overall tax liability. For this reason, we highly recommend you get a specialist tax advice.

Difference between Public limited company and private limited company

Difference between public limited company (PLC) and a private limited company in of respect of compliance requirements under the Companies Act are discussed here.

Usually, businesses are set up as a private limited company. Some would upgrade its company status to a public limited company with the intent to have access to capital from the public through trading its shares at the stock exchange.

Generally, the compliance requirement for a PLC is stricter. PLC is a company limited by shares with its memorandum states that the company is to be a public limited company. To which the provisions of the Companies Act as to the registration or re-registration of the company as a public limited company have been complied with.

Any company which is not a public limited company is classified as a private limited company.

Company Name

The name of a public limited company must end with the words Public Limited Company or PLC. For Welsh companies, Cwmni Cyfyngedig Cyhoeddus or CCC. The company will be a Welsh company if its registered office is to be in Wales.

Company’s memorandum of Association

The memorandum which your company register with the Companies’ Registry must be in the form specified by the Companies Act 2006.

The main difference between the forms of memorandum specified for PLC and for a private limited company is that the form for PLC requires its memorandum to include an additional clause stating that the company is to be a public limited company.

The nominal value of the share capital

The nominal value of the public limited company’s allotted share capital must not be less than the authorised minimum. Currently, it is £50,000.

When a public limited company allots shares, it is under an obligation to ensure that at least 25% of the nominal value of the shares is paid on allotment. This includes the whole amount of any premium on the shares.

For a private company, it can issue shares without requiring any immediate payment for them. In other words, the share capital can be unpaid.

Number of members and officers

Public limited company, unlike private limited company, must have at least two members. Formerly, they needed seven members. They must also have at least two directors whereas private limited company need have only one. Additionally, the company secretary of a public limited company must be the person with relevant knowledge and qualifications.

The issue of shares or debentures

The principal advantage which a PLC had over a private limited company is that public limited company could offer shares or debentures to the public for cash or other consideration. Additionally, to allot those shares or debentures with a view to them being offered for sale to the public.

Offers of shares to the public are governed by Part VI of the Financial Services and Markets Act 2000 and the Public Offers of Securities Regulations 1995 (SI 1995 No. 1537). These require the issue of a prospectus in any case where shares are to be offered to the public within the terms of the legislation. In other words, your PLC’s shares are publicly traded on the Stock Exchange.

Company registration

The procedure to follow and documents required to register a public limited company are the same as for a private limited company. Once the Companies House is satisfied that the documents comply with the company registration requirements, a certificate of incorporation will be issued.

Trading certificate

However, before ta PLC can do business or borrow money, you must obtain a further certificate called the trading certificate. Which Companies House will issue only if they are satisfied that the share capital is adequate. See Section 761 of Companies Act 2006 for further information.

For this purpose, your company director or company secretary must submit a declaration to Companies house. The declaration will state that the nominal value of your company’s allotted share capital is at least equal to the authorized minimum of £50,000. Furthermore, your company must also supply the following details.

(a) The amount paid up on the allotted share capital which must exceed the minimum of £50,000.

(c) Any amount of benefit paid to the company’s promoters,

(b) The amount of the preliminary expenses and details of who will meet them.

Last but not least, if you commenced trading without the trading certificate your PLC could face severe consequences. For instance, If the company entered into a transaction before obtaining the trading certificate, the directors will be jointly and severally liable to indemnify the other parties to the transaction for any loss. Furthermore, both the company and its officers will be liable to a fine.

above all, the court can also wind up PLC if fails to get the trading certificate within one year of incorporation. The law governs this event is S-122 Insolvency Act 1986.

Auditor

A Public limited company must submit audited company accounts with Companies House. For this reason, PLC must hire a qualified auditor to audit the company accounts. The role of an auditor to examine your company accounts and express their opinion if your accounts give a true and fair view.

On the other hand, private company classified as a small company can opt to prepare audit exemption accounts. In other words, Companies House wold accept non-audited company accounts if they are small company.

Confirmation statement

Both public and private limited companies must deliver their confirmation statement to Companies House at least once every 12 months. Failed to deliver this statement is a criminal offence. All the company’s officers may be prosecuted and subject to fines.

Summary

In summary, knowing the difference between public limited company and private limited company legal administration would help you to decide which type of incorporation is suitable for your business.

Concurrently, you access the cost and time involved in compliance administration. If you have no intention to raise capital from the public then a private company may suit your business. On the other hand, if your intention is to access public funding through shares trading then a PLC is the way forward.

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