Public limited company

A public limited company is a type of limited company whose shares may be offered for sale to the public. The designation plc, Plc or PLC (any form is acceptable) was introduced in the UK by the Companies Act 1980. Internationally, PLC status is roughly equivalent to Corporation.

When a new company is incorporated in either England, it must be registered. When forming a PLC there must be at least £50,000-worth of share capital of which at least 25% must have been paid for, two shareholders, two directors, one of whom may also be the company secretary, a certificate of entitlement (the trading certificate) to do business and borrow capital.

The Companies Act generally allows two or more persons to form a company for any lawful purpose by subscribing to its memorandum of association. Formation of a public company requires a minimum of two directors. There is no minimum age limit in the Companies Act for a director to be appointed in England. The secretary of a public limited company must be a person who appears to the directors to have the necessary knowledge and ability to fulfil the functions.

When a company is formed, the person or people forming it decide whether its members’ liability will be limited by shares. The memorandum of association will state the amount of share capital the company will have and the division of the share capital into shares of a fixed amount. The memorandum of association must show the names of the people who have agreed to take shares and the number of shares each will take. These people are called the subscribers.

There is a minimum share capital for public limited companies. A company can increase its authorised share capital by passing an ordinary resolution. A company can decrease its authorised share capital by passing an ordinary resolution to cancel shares which have not been taken or agreed to be taken by any person. A company may have as many different types of shares as it wishes, all with different conditions attached to them.

A PLC has access to capital markets and can offer its shares for sale to the public through a recognised stock exchange. It can also issue advertisements offering any of its securities for sale to the public. In contrast, a private company may not offer to the public any shares in itself.

Most UK Companies are now formed electronically. If you incorporate a company yourself, you will need to send a memorandum of association, articles of association, Form 10, Form 12 together with the registration fee to the Registrar of Companies. The key difference of electronic process with the paper process is that there is no Form 12 and requirement for a statuary declaration. This significantly speeds the process and record for an Electronic Company formation is 5 minutes.

Every company must deliver an annual return to Companies House at least once every 12 months. It has 28 days from the date to which the return is made up to do this. To help companies meet this filing requirement, Companies House send a pre-printed ‘shuttle’ form to their registered office a few weeks before the anniversary of incorporation. All the company has to do is to check that the details are still correct, amend any that are not and send the form back, signed and dated, within 28 days of the date of the return which is shown on the front of the form.

Both a private company limited by shares and an unlimited company with a share capital may re-register as a PLC, but a company without a share capital cannot do so.

Notes:

1. public limited company – (PLC) – брит. открытое акционерное общество, общество с ограниченной ответственностью, открытая [публичная] компания с ограниченной ответственностью

2. limited company – товарищество, общество, компания с ограниченной ответственностью

3. share – акция; доля, пай, часть

4. Companies Act – закон «О компаниях» (общее название законов, принимаемых начиная с 1844 г. и направленных на установление основных правил ведения бизнеса)

5. share capital – акционерный капитал

6. company secretary – управляющий делами фирмы; главный бухгалтер; финансовый директор

7. memorandum of association – устав акционерного общества, устав юридического лица

8. articles of association – устав компании [товарищества, акционерного общества]

9. Registrar of Companies – Бюро регистрации акционерных компаний

10. annual return – годовой отчет

11. filing requirement – условие картотечного хранения

I. Прочитайте текст (без словаря).

II. Перепишите и письменно переведите на русский язык следующие предложения. Помните, что объектный и субъектный инфинитивные обороты соответствуют придаточным предложениям.

1. The subscribers are assumed to be aware of shares they could take.

2. A public company is likely to have its authorised share capital.

3. They believe the company to have allotted shares to the value of £75,000.

4. Multilateral, nonpreferential liberalization is likely to produce even larger gains than preferential regional agreements.

5. We consider the company secretary to do business and borrow capital.

III. Перепишите и письменно переведите на русский язык следующие предложения. Обратите внимание на перевод зависимого и независимого (самостоятельного) причастных оборотов.

1. Corporations growing beyond national boundaries, power and influence of the process of globalizing increases.

2. The incorporation of a company requires a number of documents, memorandum of association, articles of association, Form 10 and Form 12 being the principle documents.

3. The company having bad debts and obligations, bankruptcy may follow.

4. Ownership of stock has a number of privileges, with resolutions upon important decisions being the most attractive function.

5. Minimum share capital decreasing, advertisements offering any of its securities for sale to the public may follow.

IV. Перепишите и письменно переведите на русский язык следующие предложения. Обратите внимание на перевод условных предложений.

1. If the shareholders had passed an ordinary resolution, the company would have increased its authorised share capital.

2. If trade costs were insignificant, the propensities to trade nationally and internationally would be equal.

3. If he doesn’t consent to his own appointment, new director will be appointed.

4. If we didn’t form a new company, our business would become unprofitable.

5. If trade costs are low, then arbitrage should constrain such price variation.

V. Прочитайте, перепишите и письменно переведите текст.

VI. Прочитайте текст и ответьте на вопросы:

1. What type of company is a public limited company?

2. Does the formation of a public company require a minimum of two directors?

3. Why do people forming a company sign the memorandum of association?

4. What problems do the subscribers deal with?

5. How does a public company change its authorised share?

Вариант 4