A public limited company (PLC) is a type of limited company whose shares can be offered to the general public and traded on a stock exchange. PLCs are governed by the Companies Act 2006 and must meet stricter requirements than private limited companies in terms of capital, governance and reporting.
Key Features of a PLC
| Feature | Requirement |
|---|---|
| Company suffix | Must end in “PLC” or “plc” |
| Minimum share capital | £50,000 (at least 25% paid up on allotment) |
| Directors | Minimum two directors |
| Company secretary | Mandatory (must be qualified) |
| Trading certificate | Required before trading or borrowing |
| Shares | Can be offered to the public |
Formation Requirements
To incorporate a PLC, the founders must submit the following to Companies House:
- Memorandum of association signed by all subscribers
- Application for registration (form IN01) stating the company is to be a PLC
- Articles of association (or adoption of model articles for PLCs)
- Statement of capital showing the share structure
- Statement of proposed officers naming at least two directors and a qualified company secretary
- Statement of compliance confirming all legal requirements have been met
Companies House charges a registration fee, which depends on the filing method and is listed on GOV.UK.
Minimum Share Capital
A PLC must have an allotted share capital of at least £50,000 (or the euro equivalent of €57,100). At least 25% of the nominal value plus the whole of any share premium must be paid up before the shares are allotted. Non-cash consideration must be independently valued by a qualified person.
Trading Certificate
A PLC cannot commence trading or borrow money until Companies House has issued a trading certificate (under s.761 Companies Act 2006). To obtain one, the company must file form SH50 confirming that the paid-up requirements have been met.
Governance and Officers
Directors
A PLC must have at least two directors, at least one of whom must be a natural person (not a corporate director). Directors owe the same statutory duties as in any limited company, but PLCs face additional scrutiny from investors, regulators and the market.
Company Secretary
Unlike a private company, a PLC must appoint a company secretary who holds a relevant professional qualification (e.g. ICSA fellowship, solicitor, chartered accountant) or has held the office of company secretary of a PLC for at least three of the preceding five years.
Annual General Meeting
A PLC must hold an annual general meeting (AGM) each year, called with at least 21 days’ notice, at which shareholders receive the annual report, appoint auditors, elect directors and declare final dividends.
Reporting Obligations
PLCs face more extensive reporting requirements than private companies.
| Obligation | Deadline |
|---|---|
| Annual accounts | Filed within 6 months of financial year end |
| Annual confirmation statement | Filed within 14 days of review date |
| Audited accounts | Mandatory (no audit exemption) |
| Directors’ remuneration report | Required for quoted companies |
| Strategic report | Required (unless qualifying as small) |
PLCs cannot file abbreviated or filleted accounts. The full accounts (balance sheet, profit and loss account, notes, directors’ report, strategic report and auditor’s report) must be delivered to Companies House.
Listed vs Unlisted PLCs
Not all PLCs are listed on a stock exchange. A listed PLC has shares admitted to trading on a recognised stock exchange (e.g. the London Stock Exchange main market) and must also comply with the FCA Listing Rules, Disclosure Guidance and Transparency Rules and the UK Corporate Governance Code. An AIM-traded PLC has shares on the Alternative Investment Market with lighter regulation. An unlisted PLC has not sought a listing and its shares are not publicly traded.
Advantages of a PLC
- Access to capital by offering shares to the public and institutional investors
- Higher profile and greater credibility with customers, suppliers and lenders
- Liquidity for shareholders who can buy and sell shares on the open market
- Ability to use shares as currency for acquisitions
- Employee share schemes can be more attractive when shares are publicly traded
Disadvantages of a PLC
- Higher costs for formation, compliance, auditing and regulatory filings
- Greater public scrutiny of financial results, directors’ pay and business strategy
- Mandatory audit with no small company exemption
- Stricter governance requirements including AGM and qualified company secretary
- Vulnerability to hostile takeovers if shares are widely held
- Short-term pressure from shareholders and analysts focused on quarterly performance
PLC vs Ltd Comparison
| Feature | PLC | Ltd |
|---|---|---|
| Minimum share capital | £50,000 | £1 |
| Shares offered to public | Yes | No |
| Minimum directors | 2 | 1 |
| Company secretary | Mandatory (qualified) | Optional |
| AGM | Mandatory | Optional |
| Accounts filing deadline | 6 months | 9 months |
| Audit | Mandatory | Exempt if small |
| Suffix | PLC / plc | Ltd / Limited |
Converting Between PLC and Ltd
A Ltd can re-register as a PLC by passing a special resolution, meeting the minimum share capital requirement, obtaining a valuation of any non-cash assets and filing form RR01 with Companies House. Conversely, a PLC can re-register as a Ltd by passing a special resolution and filing form RR02.