ENGLAND & WALES Law and Practice Contributed by: James Ross, Paolo Palmigiano, Debbie Cloake, Helen Farr, Debbie Heywood and Louise Popple, Winston Taylor
legal existence of the private limited company. • PLCs: (a) name – an appropriate company name that conforms with Companies House regulations must be chosen; (b) documentation – the necessary documents, including the memorandum of association and articles of association, must be prepared; (c) identity verification – all proposed directors who are individuals must verify their identity prior to incorporation (if they have not done so already) and provide their personal code; (d) forms – Form IN01 must be completed, with details including the registered office, email ad - dress, principal business activities, directors (at least two), secretary, shareholder(s), person(s) with significant control, share capital and con - firmation of lawful purpose; (e) minimum share capital – it must be ensured that there is a minimum allotted share capital of GBP50,000 (or the specified euro equivalent) with at least 25% of the nominal capital (and the whole of any premium) paid up in cash upon incorporation; (f) registration – once the application has been processed by Companies House, a certificate of incorporation will be received confirming the legal existence of the PLC; (g) trading certificate – before starting business or borrowing money, a trading certificate must be obtained from Companies House by dem - onstrating that the PLC has met the minimum share capital requirements, which can take several weeks after registration; and (h) listing – if the PLC is to be listed on a stock market, various requirements will need to be met, including the publication of a prospectus (or multilateral trading facility (MTF) admis - sion prospectus) and there are ongoing rules and obligations; timing for this step can vary depending on market conditions and the PLC’s readiness to list. • LLPs: (a) name – an appropriate LLP name that con - forms with Companies House regulations must be chosen; (b) designated members – at least two members must be chosen to be designated members,
who are responsible for statutory compliance duties; (c) documentation – an LLP agreement is optional but recommended; (d) identity verification – all proposed members who are individuals must complete identity verification (if they have not done so already) and provide their personal code; (e) forms – Form LL IN01 must be completed, with details including the registered office, email ad - dress and information about its members and any person(s) with significant control; and (f) registration – once the application has been processed by Companies House, a Certificate of Incorporation will be issued confirming the legal existence of the LLP. 3.3 Ongoing Reporting and Disclosure Obligations UK companies are subject to various ongoing report - ing and disclosure obligations, which aim to ensure transparency and accountability. Private limited companies, PLCs and LLPs are required to inform Companies House about any changes in directors or secretaries, amendments to articles, changes to share capital or beneficial ownership and certain resolutions of the shareholders. These filings must be made with Companies House within certain deadlines, often 14–30 days from the relevant event or change. Private limited companies, PLCs and LLPs need to file annual financial statements and annual confirmation statements. Financial statements should reflect an accurate finan - cial position and be filed within nine months of the end of their accounting reference period for companies and LLPs, or within six months for PLCs. Confirmation statements must be filed on a yearly basis to confirm that all information about the business held by Com - panies House is current and correct, including details on management, share capital, shareholders and the people with significant control. Filing misleading or false statements at Companies House, without rea - sonable excuse, is a criminal offence.
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