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Companies law
Basic forms:
Sole proprietorship
Partnership (General · Limited · LLP)
Corporation
Cooperative
United States:
Business trust · LLC · LLLP Series LLC Delaware corporation Nevada corporation
United Kingdom / Commonwealth / Ireland:
Limited company (By shares · By guarantee) (Public · Proprietary) Community interest company
Civil law countries:
AB · AG · ANS · A/S · AS
K.K. · N.V. · OY · S.A. · GmbH
European Company Statute
Doctrines
Corporate governance
Limited liability · Ultra vires
Business judgment rule
Internal affairs doctrine
De facto corporation and corporation by estoppel
Piercing the corporate veil
Rochdale Principles
Related areas of law
Contract · Civil procedure

The initials PLC after a UK or Irish company name indicate that it is a public limited company, a type of limited company whose shares may be offered for sale to the public. Image File history File links Gnome-globe. ... Image File history File links Broom_icon. ... Image File history File links Scale_of_justice. ... Corporations law (also called companies law and corporate law) is the field of law concerning the creation and regulation of corporations and other business organizations. ... A sole proprietorship, or simply proprietorship, is a type of business entity which legally has no separate existence from its owner. ... A partnership is a type of business entity in which partners share with each other the profits or losses of the business undertaking in which all have invested. ... This article needs to be wikified. ... A limited partnership is a form of partnership similar to a general partnership, except that in addition to one or more general partners (GPs), there are one or more limited partners (LPs). ... A limited liability partnership (LLP) has elements of partnerships and corporations. ... For other uses, see Corporation (disambiguation). ... For cooperative as used in biochemistry, see cooperative binding. ... A Massachusetts business trust or MBT is a legal trust set up for the purposes of business in the state of Massachusetts. ... This article is about a U.S.-specific corporate form; for a general discussion of entities with limited liability, see corporation. ... The limited liability limited partnership (LLLP) is a relatively new modification of the limited partnership, a form of business entity recognized under US commercial law. ... A Series LLC is a special form of a Limited liability company that provides extra protection for personal assets comprised of multiple business entities. ... A Delaware corporation is a corporation chartered in the U.S. state of Delaware. ... It has been suggested that this article or section be merged into Nevada. ... It has been suggested that this article or section be merged into Limited liability company. ... A limited company by shares (limited or Ltd. ... In British or Irish company law, a Limited Company is a person on its own right. ... A Proprietary limited company or abbreviated as under Australian law is a business structure that has at least one shareholder with a limited number of shares. ... A community interest company (CIC) is a new type of company introduced by the United Kingdom government in 2005. ... For other uses of civil law, see civil law. ... Aktiebolag is the Swedish term for a corporation, i. ... Aktiengesellschaft (IPA: ; abbreviated AG) is a German term that refers to a corporation that is limited by shares, i. ... An ansvarlig selskap is a Norwegian personal responsibility company model, mainly used in small-to-medium businesses, which translates directly into Responsible Company. This reflects that the participants - or owners - are personally responsible for any outstanding debts the company would aquire. ... An Aktieselskab (abbreviated A/S) is the Danish name for a stock-based corporation. ... An aksjeselskap is the Norwegian term for a stock-based corporation. ... Business corporation ) is a type of corporation ) defined under Japanese law. ... The term Naamloze Vennootschap (usually abbreviated NV) is the Dutch terminology for a public limited liability company. ... Osakeyhtiö, directly translated as share corporation, is the Finnish equivalent of Limited company (Ltd or LLC) or Gesellschaft mit beschränkter Haftung (GmbH). ... S.A. is the abbreviation of Société Anonyme in French, Spółka Akcyjna in Polish, Sociedad Anónima in Spanish, Sociedade Anónima in Portuguese, or Naamloze Venootschap (N.V.) in Dutch, generally designating corporations in various countries. ... Gesellschaft mit beschränkter Haftung (GmbH or GesmbH) is a type of legal entity created in Germany in 1892. ... The Council Regulation on the Statute for a European Company of the European Union (adopted October 8, 2001; OJ L 294, 10 November 2001, pp. ... Corporate governance is the set of processes, customs, policies, laws and institutions affecting the way in which a corporation is directed, administered or controlled. ... Limited liability (LL) is liability that is limited to a partner or investors investment. ... Ultra vires is a Latin phrase that literally means beyond the power. ... The business judgment rule is a case law-derived concept in Corporations law whereby a court will refuse to review the actions of a corporations board of directors in managing the corporation unless there is some allegation of conduct that (1) violates (a) the directors duty of care, (b... The internal affairs doctrine is a choice of law rule in corporations law. ... De facto corporation and corporation by estoppel are both terms that are used by courts to describe circumstances in which is a business organization that has failed to become a de jure corporation (a corporation by law) will nonetheless be treated as a corporation, thereby shielding shareholders from liability. ... The corporate law concept piercing (Lifting) the corporate veil describes a legal decision where an officer, director, or shareholder of a corporation is held liable for the debts of the corporation despite the general principle that those persons are immune from suits in contract or tort that otherwise would only... The Rochdale Principles are a set of ideals for the operation of cooperatives. ... A contract is a legally binding exchange of promises or agreement between parties that the law will enforce. ... Civil procedure is the body of law that sets out the process that courts will follow when hearing cases of a civil nature (a civil action, as opposed to a criminal action). ... For other uses, see Corporation (disambiguation). ... It has been suggested that this article or section be merged into Limited liability company. ... This article does not cite any references or sources. ...

(The equivalent term in the United States is Public company) This article does not cite any references or sources. ...

The designation plc, Plc or PLC (any form is acceptable) was introduced in the UK by the Companies Act 1980, and in the Republic of Ireland by the Companies (Amendment) Act 1983. In the Republic of Ireland, the initials "CPT" (for the Irish cuideachta phoiblí theoranta) may be used instead, but this is rarely the case - as of 2007, two public limited companies are registered with Irish language suffixes, with one bilingually, notably miss spelt. Welsh companies may use the letters CCC (for cwmni cyfyngedig cyhoeddus) in similar fashion. Certain public limited companies incorporated under special legislation (mainly nationalised concerns) are exempt from carrying the letters PLC, CCC, or CPT. Year 1980 (MCMLXXX) was a leap year starting on Tuesday (link displays the 1980 Gregorian calendar). ... Year 1983 (MCMLXXXIII) was a common year starting on Saturday (link displays the 1983 Gregorian calendar). ... Nationalization is the act of taking assets into state ownership. ...

When a new company is incorporated in either England and Wales or Scotland, it must be registered with Companies House, which is an Executive Agency of the Department of Trade and Industry. Northern Ireland has a separate Registrar of Companies. In the Republic of Ireland, the equivalent body is the Companies Registration Office, Ireland. This article is about the country. ... Companies House is an Executive Agency of the United Kingdom Government Department of Trade and Industry (DTI). ... An Executive Agency is a British public institution that carries out some part of the executive functions of the United Kingdom government, Scottish Executive, Welsh Assembly and Northern Ireland Executive. ... The Department of Trade and Industry is a United Kingdom government department. ... Northern Ireland (Irish: ) is a part of the United Kingdom lying in the northeast of the island of Ireland, covering 5,459 square miles (14,139 km², about a sixth of the islands total area). ... The Companies Registration Office (CRO) (Irish: An Oifig um Chlárú Cuideachtaí) registers and incorporates companies in the Republic of Ireland as well as filing their annual returns. ...

Internationally, PLC status is roughly equivalent to AG, S.A., N.V. and Corporation. Aktiengesellschaft (IPA: ; abbreviated AG) is a German term that refers to a corporation that is limited by shares, i. ... S.A. is the abbreviation of Société Anonyme in French, Spółka Akcyjna in Polish, Sociedad Anónima in Spanish, Sociedade Anónima in Portuguese, or Naamloze Venootschap (N.V.) in Dutch, generally designating corporations in various countries. ... The term Naamloze Vennootschap (usually abbreviated NV) is the Dutch terminology for a public limited liability company. ... For other uses, see Corporation (disambiguation). ...

Requirements

When forming (or creating) a PLC there must be:

• at least £50,000-worth (Republic of Ireland: €38,092.14) of share capital of which at least 25% must have been paid for.
• two shareholders
• two directors, one of whom may also be the company secretary
• a certificate of entitlement (the trading certificate) to do business and borrow capital

While it is not compulsory for a PLC to "float" its shares (some PLCs retain ownership of all their shares, maintaining the PLC designation for the extra financial status), many do so, and their shares are usually traded on either the London Stock Exchange or the Alternative Investments Market (AIM). Irish public limited companies usually trade on the Irish Stock Exchange, though many also list on the LSE, or more rarely, the AIM. A Company Secretary is a senior position in a private company or public organisation. ... The Source by Greyworld, in the new LSE building Paternoster Square. ... The Alternative Investments Market (AIM) is a sub-market of the London Stock Exchange, allowing smaller companies to float shares with a more flexible regulatory system than is applicable to the Main Market. ... The Irish Stock Exchange (ISE) is Irelands stock exchange and can trace its history to 1793. ...

Who can form a limited company

The Companies Act generally allows two or more persons to form a company for any lawful purpose by subscribing to its memorandum of association.

Company directors

Formation of a public company requires a minimum of two directors. In general terms anyone can be a company director, but there are some rules. You can't be a company director if:

• you are an undischarged bankrupt or disqualified by a court from holding a directorship, unless given leave to act in respect *of a particular company or companies;
• in the case of PLCs or their subsidiaries, you are over 70 years of age or reach 70 years of age while in office, unless you are appointed or re-appointed by resolution of the company in general meeting of which special notice has been given.

There is no minimum age limit in the Companies Act for a director to be appointed in England and Wales. However, he or she must be able to consent to their own appointment. You should seek legal advice if you intend to have a very young person as a director of your company.

In Scotland the Registrar will not register for any company the appointment of a director under the age of 16 years old. A child below that age does not have the legal capacity to accept a directorship - Age of Legal Capacity (Scotland) Act 1991. If you need more information, contact Companies House, Edinburgh.

Some people who are not of British nationality are restricted as to what work they may do while in this country.

Company secretaries

The secretary (or each joint secretary) of a public limited company must also be a person who appears to the directors to have the necessary knowledge and ability to fulfil the functions and who:

1. Held the office of secretary or assistant or deputy secretary on 22 December 1980; or
2. For at least three of the five years before their appointment, held the office of secretary of a non-private company; or
3. Is a barrister, advocate or solicitor called or admitted in any part of the United Kingdom; or
4. 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
5. 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 Chartered Association of Certified Accountants;
   • The Chartered Institute of Management Accountants (formally known as the Institute of Cost and Management Accountants); or
   • The Chartered Institute of Public Finance and Accountancy.

Share capital

When a company is formed, the person or people forming it decide whether its members' liability will be limited by shares. The memorandum of association (one of the documents by which the company is formed) will state:

• the amount of share capital the company will have; and
• the division of the share capital into shares of a fixed amount.

The members must agree to take some, or all, of the shares when the company is registered. The memorandum of association must show the names of the people who have agreed to take shares and the number of shares each will take. These people are called the subscribers.

There is a minimum share capital for public limited companies: Before it can start business, it must have allotted shares to the value of at least £50,000. A quarter of them, £12,500, must be paid up. Each allotted share must be paid up to at least one quarter of its nominal value together with the whole of any premium. A company can increase its authorised share capital by passing an ordinary resolution (unless its articles of association require a special or extraordinary resolution). A copy of the resolution - and notice of the increase on Form 123 - must reach Companies House within 15 days of being passed. No fee is payable to Companies House. In business or commercial law in certain common law jurisdictions, an ordinary resolution is a resolution passed by the shareholders of a company by a simple or bare majority (for example more than 50% of the vote) either at a convened meeting of shareholders or by circulating a resolution for... An extraordinary resolution (referred to in some countries as a special resolution[1]) is a resolution passed by the shareholders of a company by a greater majority than is required to pass an ordinary resolution. ...

A company can decrease its authorised share capital by passing an ordinary resolution to cancel shares which have not been taken or agreed to be taken by any person. Notice of the cancellation, on Form 122, must reach Companies House within one month. No fee is payable to Companies House.

A company may have as many different types of shares as it wishes, all with different conditions attached to them. Generally share types are divided into the following categories:

• Ordinary - As the name suggests these are the ordinary shares of the company with no special rights or restrictions. They may be divided into classes of different value.
• Preference - These shares normally carry a right that any annual dividends available for distribution will be paid preferentially on these shares before other classes.
• Cumulative preference - These shares carry a right that, if the dividend cannot be paid in one year, it will be carried forward to successive years.
• Redeemable - These shares are issued with an agreement that the company will buy them back at the option of the company or the shareholder after a certain period, or on a fixed date. A company cannot have redeemable shares only.
• Bearer shares - Are a legal instrument denoting company ownership, and are usually in the form of share warrants. A share warrant is a document which states that the bearer of the warrant is entitled to the shares stated in it. If authorised by its articles, a company may convert any fully paid shares to `share warrants`. These warrants are easily transferable without any need for a transfer document; that is, they can simply be passed from hand to hand. When share warrants are issued, the company must strike out the name of the shareholder from its register of members and state the date of issue of the warrant and the number of shares to which it relates. Subject to the articles, a share warrant can be surrendered for cancellation. If so, the holder is entitled to be re-entered into the register of members. Vouchers are usually issued with the share warrants in order that any dividends may be claimed.

A PLC has access to capital markets and can offer its shares for sale to the public through a recognised stock exchange. It can also issue advertisements offering any of its securities for sale to the public. In contrast, a private company may not offer to the public any shares in itself.

How to form a company

Most UK Companies are now formed electronically via Company Formation Agents.

Paper Process

If you incorporate a company yourself, you will need to send the following documents, together with the registration fee to the Registrar of Companies:

• A memorandum of association
• Articles of association
• Form 10
• Form 12

Each of these documents is explained below.

MEMORANDUM OF ASSOCIATION sets out the company name, the registered office address and the company objects. The object of a company may simply be to carry on business as a general commercial company. The company's memorandum delivered to the Registrar must be signed by each subscriber in front of a witness who must attest the signature.

ARTICLES OF ASSOCIATION is the document which sets out the rules for the running of the company's internal affairs. The company's articles delivered to the Registrar must be signed by each subscriber in front of a witness who must attest the signature.

FORM 10 gives details of the first director(s), secretary and the intended address of the registered office. As well as their names and addresses, the company's directors must give their date of birth, occupation and details of other directorships they have held within the last five years. Each officer appointed and each subscriber (or their agent) must sign and date the form.

FORM 12 - is a statutory declaration of compliance with all the legal requirements relating to the incorporation of a company. It must be signed by a solicitor who is forming the company, or by one of the people named as a director or company secretary on Form 10. It must be signed in the presence of a commissioner for oaths, a notary public, a justice of the peace or a solicitor. There is usually a £ 5 fee payable to the person that witnesses the statuary declaration.

For detailed information see the Companies House guide^[1] Companies House is an Executive Agency of the United Kingdom Government Department of Trade and Industry (DTI). ...

Electronic Process

PANKAJ The key difference with the paper process is that there is no FORM 12 and requirement for a statuary declaration. This significantly speeds the process and Companies House's record for an Electronic Company formation is 5 minutes.

To access the electronic process you either need compatible software that works with Companies House eFiling service[2] and an account with companies house. Or use a Company Formation Agent. The Company Formation agent will have created a series of links into Companies House, to lookup the Company Name, and submit the company. Different agents have differences in there processes caused by their website and software implementation. Companies House have a list of company formation agents that have passed integration testing[3]. who ever reads this smells like hourse poo

Company accounts

A company's first accounts must start on the day of incorporation. The first financial year must end on the 'accounting reference date' or a date up to seven days either side of this date. Subsequent accounts start on the day following the year-end date of the previous accounts. They end on the next 'accounting reference date' or a date up to seven days either side.

To help you meet this filing requirement, the Companies House send a pre-printed 'shuttle' form to your registered office a few weeks before the anniversary of incorporation. This will show the information that you have already given to the Companies House. If your accounts are delivered late, there is an automatic penalty. This is between £500 and £5,000 for a PLC . The first accounts of a public company (PLC) must be delivered:

• within seven months of the end of the accounting reference period; or
• if the accounting reference period is more than 12 months, within 19 months of the date of incorporation, or three months from the end of the accounting reference period, whichever is longer.

You may change the accounting reference day by sending Form 225 to the Registrar. You must do this during the accounting period affected by the change or during the period allowed for delivering the associated accounts to the Companies House. For more information, see the booklet, 'Accounts and Accounting Reference Dates'.

Annual returns

Every company must deliver an annual return to Companies House at least once every 12 months. It has 28 days from the date to which the return is made up to do this.

To help companies meet this filing requirement, Companies House send a pre-printed 'shuttle' form to their registered office a few weeks before the anniversary of incorporation.

All the company has to do is:

• check that the details are still correct;
• amend any that are not; and
• send the form back, signed and dated, within 28 days of the date of the return which is shown on the front of the form.

There is an annual document-processing fee of £30 (or £15 for users of the Electronic Filing or WebFiling services), which must be sent to Companies House with the annual return.

Re-registration and conversion of a limited company to a PLC

Both a private company limited by shares and an unlimited company with a share capital may re-register as a PLC, but a company without a share capital cannot do so.

A private company must pass a special resolution that it be so re-registered and deliver a copy of the resolution together with an application form to the Registrar. The resolution must also:

• alter the company's memorandum so that it states that the company is to be a public limited company;
• increase its share capital to the statutory minimum of £ 50,000;
• make any other alterations to the memorandum so that it conforms to that required for a public limited company;
• make any required alterations to the articles of association of the company.

The private company if it does not already have sufficient issued share capital must issue £ 50,000 in shares a minimum of 25% part paid.

Re-registration and conversion of a PLC to a limited company

A public company limited by shares or by guarantee may re-register as a private company limited by shares or by guarantee by passing a special resolution to do so. However, if enough members object, under section 54 of the Companies Act 1985 they may apply to the court to cancel the resolution within 28 days of its being passed.

A Court may also order a public company to re-register as private on approving a 'minute of reduction' of share capital which results in the issued share capital falling below the statutory minimum. In such a case the Court will also specify alterations to the company's memorandum and articles. A special resolution to re-register is not required.

Notes

1. ^ Companies House Guide to Company Formation[1]

See also

• Private limited company
• Limited liability partnership (LLP) introduced in 2001
• Societas Europaea
• Unlimited company
• List of UK public limited companies

A Limited liability company (denoted by L.L.C. or LLC) is a type of legal entity which has only relatively recently been made possible to establish in the United States and many other, mainly anglophone, countries. ... A limited liability partnership (LLP) has elements of partnerships and corporations. ... Year 2001 (MMI) was a common year starting on Monday (link displays the 2001 Gregorian calendar). ... The Council Regulation on the Statute for a European Company of the European Union (adopted October 8, 2001; OJ L 294, 10/11/2001, pp. ... In the United Kingdom, an unlimited company is a company formed by registration under the Companies Act 1985 where the liability of the members is unlimited - that is, they are liable to contribute whatever sums are required to pay the debts of the company should it go into bankruptcy. ...

External links

• List of top 1000 PLCs
• List of UK companies