Companies Act 2014 section 1291

Particular requirements for re-registration of company as a PLC

Section 1291 sets out the specific financial and documentary requirements that a company must satisfy when applying to re-register as a public limited company (PLC).

• The company must deliver to the Registrar a recent balance sheet (no more than seven months old), an unqualified auditor's report on that balance sheet, and a written auditor's statement confirming that net assets were not less than called-up share capital plus undistributable reserves.
• A director or secretary must confirm in the statement of compliance that the company's net assets have not fallen below the aggregate of called-up share capital and undistributable reserves between the balance sheet date and the date of the re-registration application.
• If the company is unlimited, the special resolution for re-registration must state that members' liability will be limited by shares and must specify the authorised share capital and the fixed amount of each share.
• The Registrar will refuse to issue a certificate of incorporation if the company's capital has been reduced after the special resolution was passed and that reduction brings the nominal value of allotted share capital below the authorised minimum for a PLC.