Companies Act 2014 section 1292

Requirements as to share capital of a company applying to re-register as a PLC

Section 1292 sets out the share capital conditions that a company must satisfy at the time it passes a special resolution to re-register as a public limited company (PLC).

• The nominal value of the company's allotted share capital must meet or exceed the authorised minimum, and each allotted share must be paid up to at least one-quarter of its nominal value plus the full amount of any share premium.
• Where shares or premiums have been paid up through an undertaking to perform work or services, that undertaking must have been fully performed or discharged before re-registration can proceed.
• Where shares have been allotted as paid up otherwise than in cash, and the consideration includes a non-service undertaking, that undertaking must either have been discharged or be subject to a contract requiring performance within five years.
• Shares allotted before 13 October 1986, or shares allotted under an employees' share scheme that would otherwise breach the payment requirements only, may be disregarded when testing compliance — but pre-1986 shares cannot be disregarded if they exceed one-tenth of the company's allotted share capital.