FID Trust International

The advantage of incorporating a PLC Company with Bearer Shares is that the shares may be offered for sale to the general public and the members` liability is limited to the amount unpaid on shares held by them. A newly formed PLC must not begin business or exercise any borrowing powers until it has a certificate issued under section 117 of the Companies Act 1985 confirming that the Company has issued share capital of at least the statutory minimum. The certificate is available from Companies House by completing Form 117. Once issued, the certificate is proof that the Company is entitled to do business.

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.

The holder of a share warrant remains a shareholder but whether they are a member of the company depends on the articles of the company. A company which converts all its shares to share warrants should be careful: it could become a ‘memberless’ company and therefore cease to exist.

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:

  1. the amount of share capital the company will have; and
  2. 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 private 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 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.

A newly formed public company must not begin business or exercise any borrowing powers until Companies House has issued a trading certificate under section 761 of the Companies Act 2006 (previously under section 117 of the Companies Act 1985).

Companies House will issue a Trading Certificate to a public company if it is satisfied that the value of the company’s allotted share capital is not less than £50,000 or €65,600. This requirement must be wholly satisfied either in sterling or in euros, as a mixture of both will not be sufficient to meet the legal requirements. (This does not prevent the rest of the company’s capital being in a mixture of sterling, euros and even other currencies.)

You can apply for a trading certificate by submitting an application to Companies House.

Once issued, the trading certificate is proof that the company is entitled to do business and to exercise borrowing powers. Companies House will normally post you the certificate, but we can fax a copy for collection at any Companies House office if you request this when you deliver your application form.

Requirements:

  1. The Company is required to have a Registered Office Address in the UK.
  2. You must appoint at least 2 Directors, 2 Shareholders and 1 Secretary.
  3. The Directors, Secretaries and Shareholders can be of any nationality and can be a corporate body or private individual.
  4. This type of Company must have an authorised share capital of at least £50,000 at the time of formation.
  5. Only 2 shares need to be allotted at the time of incorporation but 25% of the shares must be allotted to Shareholders and paid for before commencement of business can begin.
  6. The minimum share capital is £1.00.
  7. There is no maximum share capital.
  8. The minimum number of shares, which must be issued, is 2.
  9. The minimum value of a share is £0.01.
  10. Name ends with ‘Public Limited Company’ or ‘PLC’.

FID Trust Information is a registered agent for Company formation in the United Kingdom and not only guides you through the entire process, it also checks all the entered data.

Our package for PLC:

  1. Certificate of Incorporation in PDF Format.
  2. Memorandum of Association.
  3. Minutes of the First Meeting of the Directors.
  4. Fully written up Company Register.
  5. Share Certificate(s).
  6. Comb bound printed copy of the above emailed company documents.
  7. Additional copies of the Memorandum of Association laminated (X 5).
  8. Copy of the Articles of Association (X 1).
  9. Company Register (Boxed Corporate Kit).
  10. Recorded 1st Class Postage of all the company documents to UK (overseas charges apply).
  11. Certificate of Incorporation (Laminated).
  12. Web Filing Code included for future amendments to your company.

Special list of additional services such as:

  1. Nominee company director.
  2. Nominee company secretary.
  3. Nominee shareholder.
  4. Registered office address.
  5. Share issue,
  6. and many others for your convenience can be provided and the discounts for taking 2 or more services will apply in the final invoice.

Please contact us by telephone 0207 439 3400 (0044 207 439 3400 – International) or E-mail if you wish to incorporate Public Limited Company with Bearer Shares.