Companies Act 2014 section 1317

Particular requirements for registration of body corporate as a PLC

Section 1317 sets out the specific documentary and financial requirements that a body corporate must satisfy when applying to register as a public limited company (PLC).

• The applicant must deliver to the Registrar a recent balance sheet (no more than 7 months old), an unqualified auditors' report on that balance sheet, and a written auditors' statement confirming that net assets were not less than called-up share capital plus undistributable reserves.
• A director or secretary must confirm compliance with the share capital requirements and that the body's financial position has not deteriorated since the balance sheet date such that net assets have fallen below the required threshold.
• Where members currently have unlimited liability, the registration resolution must state that liability will be limited by shares and must specify the proposed authorised share capital and its division into shares of a fixed amount.
• The Registrar will refuse to issue a certificate of incorporation if a capital reduction after the registration resolution has brought the nominal value of allotted share capital below the authorised minimum for a PLC.

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