Forming a UK PLC 2026
Your public limited company, brand new or converted from your Ltd. We plan the capital and the articles with you and see it through to the certificate from Companies House.
| Minimum capital | £50,000 nominal or €57,100 |
| Paid up | at least a quarter of the nominal value plus the whole premium on each share |
| Officers | at least two directors and a company secretary |
| Starting to trade | new companies only once the trading certificate is issued |
| Conversion | balance sheet no more than seven months old, with an auditor's report |
| Identity verification | required for directors and PSCs since 18 November 2025 |
Two routes to a PLC
You can form a PLC from scratch or convert an existing private limited company. Both end in the same legal form, but the journey differs, and the choice usually turns on one plain question: does your Ltd already have a history, contracts and assets you want to keep?
A new PLC comes with a rule that surprises people. The freshly registered company may not do business or borrow until Companies House has issued a trading certificate. For that, allotted share capital must reach at least £50,000, and each share must be paid up to at least a quarter of its nominal value plus the whole premium. The detail is in minimum capital and the trading certificate.
A conversion of a Ltd (re-registration) needs no trading certificate. The law asks for more paperwork instead: a special resolution of the members, a balance sheet no more than seven months old when the application goes in, an auditor's report without material qualification, and the auditor's statement that net assets cover called-up share capital and undistributable reserves. The step-by-step version is in converting a Ltd into a PLC.
Identity verification with Companies House has been mandatory since 18 November 2025. On a new incorporation, each director's personal code goes straight into the application: no verified directors, no PLC. Verification works from any country.
How a new PLC is formed
The order matters. Pay in capital before the articles are settled, or sign contracts before the trading certificate arrives, and you will be fixing it afterwards.
- 1
Settle the structure
Who holds which shares, who will be a director, who is a PSC, what are the company's plans for the next few years? Share classes and articles follow from the answers.
- 2
Verify identities
Every director and PSC goes through verification and receives a personal code from Companies House.
- 3
Articles and capital plan
We prepare public company articles of association, the plan for allotting and paying up the capital, and the draft resolutions.
- 4
Incorporation
The incorporation is filed at Companies House. The name ends in "public limited company" or "p.l.c.", and the certificate of incorporation states that the company is a public company.
- 5
Allot and pay up the capital
The shares are allotted, at least a quarter of the nominal value and the whole premium are paid in, and the register is written up.
- 6
Apply for the trading certificate
The application confirms the minimum capital and states the formation expenses. Only once the certificate is issued may the PLC do business and borrow.
- 7
Hand over registers and calendar
You receive the registers, the first board minutes and the deadline calendar for the first year.
How a Ltd is converted
- 1
Take stock
We check the capital, how much is paid up, the share register, and any shares issued for non-cash consideration since the balance sheet date. Those need an independent valuation, except for a share exchange or a merger.
- 2
Bring the capital up to standard
If nominal capital is below £50,000, or shares are not paid up to a quarter, that is put right before the resolution.
- 3
Balance sheet and auditor
The auditor reports and confirms net assets on a balance sheet no more than seven months old at filing. We agree the timetable and the papers with them.
- 4
Special resolution and new articles
The members resolve to re-register, the name and articles are adapted to a public company, and the secretary is named.
- 5
File the application
The application goes to Companies House with the resolution, articles, balance sheet, auditor's papers and the statement on paid-up capital.
- 6
New certificate of incorporation
Companies House issues an altered certificate of incorporation. From that moment your company is a PLC, and its new name and articles take effect.
What to have ready
The more complete the papers at the start, the shorter the road.
- A valid passport or other accepted photo ID for every director and PSC
- A list of shareholders with their planned holdings and share classes
- Details of at least two directors, and of your preferred company secretary if you already have one
- Funds to pay up the capital and an account to pay them from
- For a conversion: the latest annual accounts, the current share register and your auditor's contact details
After formation, the duties begin
A PLC runs on tighter deadlines than a Ltd. Annual accounts must reach Companies House six months after the financial year end, not nine. The AGM must be held each year within six months of the year end. And the confirmation statement can only be filed once every director has verified their identity.
That is why our formation ends with a calendar, not just a certificate. If you want to hand over the ongoing work, book PLC Company Secretary next. If the PLC is meant to sit at the top of a group, the tax side is covered under UK Holding Company.
Questions
How much capital do I actually have to pay in?
Nominal capital must be at least £50,000. Each share must be paid up to at least a quarter of its nominal value plus the whole premium. With exactly £50,000 nominal and no premium, that is at least £12,500.
Do the directors have to live in the UK?
Not for identity verification: it works from any country. Where the directors actually work and take decisions does have tax consequences, though. We settle that before formation in a UK Tax Consult.
Is converting faster than forming a new PLC?
Not necessarily. A conversion skips the trading certificate but needs an audited balance sheet no more than seven months old at filing. Without recent accounts, a new PLC is often the shorter route.
Can my PLC offer shares to the public straight after formation?
Legally it may, which a private Ltd may not. Public offers and admissions follow their own rules since 19 January 2026, though. We do not offer capital raising from investors; what the prospectus regime asks for is set out in the prospectus regime.