1. Re-registration

Question 1

1. Re-registration as plc

Answer 1

• S. 755 CA – private companies cannot offer shares to public
• S. 90: sets out the procedure for company to re-register as a plc
• Under s. 90 CA, there are 4 requirements:

1. 90(1): A SR must be passed stating that the company be re-registered as a plc.
2. 90(2): the company must meet minimum share capital requirements:
   i) Minimum allotted share capital of £50,000 (ss. 91(1)(a), 763 CA)

ii) Company’s allotted shares must be paid up to at least 1⁄4 of their nominal value and the whole of any premium (ss. 91(1)(b), 586 CA)
3. 90(3): The company must make changes to its articles and name as necessary:
Both will require SRs under ss. 21 and 77 CA respectively
4. Application to registrar in accordance with s. 94, see below
Documentation Requirements
- S. 90(1): company must submit an application for re-registration to CH, along with:
i) The documents required by s. 94.
i) a statement of compliance (i.e. that the requirements of Part 7 of the CA 2006 as to re-registration have been complied with).
- s.94(1): application must be accompanied by
a) a statement of the proposed name on reregistration; and
b) in the case of a company without a secretary, a statement of the company’s proposed secretary.
- s.94(2) CA 2006, the application must also be accompanied by
i) a copy of SR to re-register
ii) a copy of the articles as proposed to be amended; and
iii) a copy of the balance sheet required under s.92.