Public Limited Company (PLC) in 2026: What It Is, the Rules and PLC vs Ltd

"PLC" after a company's name tells you it's a public limited company: a company whose shares can be offered to the general public. Most small firms are, and should stay, private limited companies (Ltd). But founders raising serious outside money, and anyone dealing with a PLC as a customer, supplier or investor, should know what the label means. This guide sets out the legal rules as Companies House states them in October 2026: the £50,000 capital requirement, the trading certificate, directors and secretary, audit and filing, the fees, the identity checks introduced under the Economic Crime and Corporate Transparency Act, and how a PLC compares with a Ltd.

Quick answer

A public limited company (PLC) is a UK company limited by shares that can offer its shares to the public. To trade, it needs at least £50,000 of allotted share capital, each share paid up by at least one-quarter (25%), and a trading certificate from Companies House.

• At least 2 directors (one must be an individual) and a qualified company secretary

• Name must end in 'public limited company' or 'plc'

• Must be audited, file accounts within 6 months and hold an AGM

• Registration fee £100 (electronic) or £124 (paper); converting a Ltd costs £124

• Every individual director must verify their identity with Companies House

What is a public limited company?

Companies House defines a public company as one with a share capital, where each member's liability is limited to the amount (if any) unpaid on their shares, and which can offer its shares for sale to the general public. Those shares may be quoted on a stock exchange, but they don't have to be.

That last point causes most of the confusion. "Public" refers to who the company may sell shares to, not to listing and not to government ownership. A PLC can be owned by a handful of people and never trade on any market. In law it's still a public company and must follow the stricter regime.

A private limited company, by contrast, can normally issue shares only to existing members, staff and their families, debenture holders, or other people by private arrangement. It can't advertise its shares to the public. If you want to raise money from the public through a prospectus or a listing, the company has to be a PLC first. Our limited company set-up guide covers the private route that suits most businesses.

PLC vs Ltd: the key differences

Private limited company vs public limited company (2026)

	Private limited (Ltd)	Public limited (PLC)
Offer shares to the public	No	Yes
Minimum share capital	None (one share is enough)	£50,000 allotted (€57,100 alternative)
Paid up before allotment	No legal minimum	one-quarter (25%) of nominal value + all premium
Start trading	On incorporation	Only after a trading certificate (SH50)
Directors	At least 1 individual	At least 2, one an individual
Company secretary	Optional	Required, and must be qualified
Audit	Exempt if small	Required (unless dormant)
Accounts due at Companies House	9 months after year-end	6 months after year-end
AGM	Not required	Within 6 months of year-end
Written resolutions	Allowed	Not allowed; votes at meetings
Name ending	Limited / Ltd	Public limited company / plc

Offer shares to the public

Private limited (Ltd)

No

Public limited (PLC)

Yes

Minimum share capital

Private limited (Ltd)

None (one share is enough)

Public limited (PLC)

£50,000 allotted (€57,100 alternative)

Paid up before allotment

Private limited (Ltd)

No legal minimum

Public limited (PLC)

one-quarter (25%) of nominal value + all premium

Start trading

Private limited (Ltd)

On incorporation

Public limited (PLC)

Only after a trading certificate (SH50)

Directors

Private limited (Ltd)

At least 1 individual

Public limited (PLC)

At least 2, one an individual

Company secretary

Private limited (Ltd)

Optional

Public limited (PLC)

Required, and must be qualified

Audit

Private limited (Ltd)

Exempt if small

Public limited (PLC)

Required (unless dormant)

Accounts due at Companies House

Private limited (Ltd)

9 months after year-end

Public limited (PLC)

6 months after year-end

AGM

Private limited (Ltd)

Not required

Public limited (PLC)

Within 6 months of year-end

Written resolutions

Private limited (Ltd)

Allowed

Public limited (PLC)

Not allowed; votes at meetings

Name ending

Private limited (Ltd)

Limited / Ltd

Public limited (PLC)

Public limited company / plc

Tax is the same. A PLC pays Corporation Tax at the same rates as a Ltd: 19% on profits up to £50,000, 25% above £250,000, with marginal relief in between. Its shareholders pay dividend tax in the usual way. The extra cost of being a PLC comes from governance, audit and filing, not tax.

Share capital: the £50,000 rule and 25% paid up

Two separate rules apply.

1. The authorised minimum. Before Companies House will issue a trading certificate, the nominal value of the shares the company has allotted must be at least £50,000, or €57,100 if it uses euro shares. You can't mix sterling and euro shares to reach it, or use any other currency.

2. Paid up at least one-quarter. Under section 586 of the Companies Act 2006, a public company must not allot a share unless at least one-quarter of its nominal value and the whole of any premium has been paid. Shares issued under an employees' share scheme are the exception.

Payment for PLC shares must in most cases be in cash. If shares are issued for non-cash assets, such as a business or property, the asset usually needs an independent valuation, and the report goes to Companies House with the return of allotment (form SH01).

Worked example. Ellis & Rowe plc issues 50,000 ordinary shares of £1 each.

In each case the unpaid balance on nominal value (£37,500) is a debt owed by the shareholders. The company can call for it at any time, and if the company is wound up, shareholders can be made to pay it. That's why the "limited" in PLC means liability limited to the unpaid amount, not no liability at all.

Directors, company secretary and identity verification

Companies House requires a public company to have:

• at least two directors, of whom at least one is an individual (a person, not a company);
• all individual directors aged 16 or over;
• at least one company secretary, who must be qualified.

A PLC secretary qualifies if they have been a public company secretary for at least three of the last five years; are a UK barrister, advocate or solicitor; are a member of ICAEW, ICAS, Chartered Accountants Ireland, the Chartered Governance Institute, ACCA, CIMA or CIPFA; or the directors judge them capable because of their experience or membership of another body.

Identity verification. Under the Economic Crime and Corporate Transparency Act 2023, identity verification became a legal requirement on 18 November 2025. That date started a 12-month transition, which ends in November 2026. Each individual director, and each person with significant control (PSC), verifies once and gets an 11-character Companies House personal code:

• New PLC: the code for each individual director goes on the registration (form IN01 or the electronic equivalent).
• Existing PLC: each director's code goes in the company's next confirmation statement. Directors of several companies give it for each one.
• PSCs: have their own 14-day window to give their code, tied to the confirmation statement date or their birth month.

You can verify free online through GOV.UK One Login with a biometric passport, UK photo driving licence or certain UK residence documents. You can also do it in person at a Post Office, or through an Authorised Corporate Service Provider such as an accountant or solicitor. Corporate directors aren't yet subject to verification; Companies House will bring that in later.

Setting up a PLC from scratch

How to form a new PLC

1. 1

   Choose a name ending 'plc'

   It must end with 'public limited company' or 'plc' (or the Welsh 'ccc' for a company registered in Wales) and pass Companies House's same-as and sensitive-words checks.

2. 2

   Appoint officers and verify identities

   At least two directors, one an individual, plus a qualified secretary. Each individual director verifies their identity and gets a personal code first.

3. 3

   Prepare articles and the share structure

   Adopt model articles for public companies or bespoke articles. Plan an allotment of at least £50,000 nominal, at least one-quarter (25%) paid up.

4. 4

   Register with Companies House

   File form IN01 (paper, £124) or register electronically (£100); same-day service £156. Tick 'public company' and give officers' details and personal codes.

   Form IN01
5. 5

   Apply for a trading certificate (SH50)

   Confirm the allotted capital meets the authorised minimum, the amount paid up, preliminary expenses and any benefits to promoters. Don't trade or borrow until it's issued.

   Form SH50
6. 6

   Register for tax

   Register for Corporation Tax within 3 months after starting to do business, and for VAT and PAYE if needed, as with any company.

Trading without a certificate is a criminal offence: Companies House says the directors are liable to a fine. Fees above are from Companies House's schedule as updated for 2026; incorporation rose to £100 electronically on 1 February 2026.

Converting a Ltd into a PLC (re-registration)

Most PLCs start life as private companies and convert when they need to, for example ahead of a public share offer. The company passes a special resolution to re-register and sends form RR01 to Companies House with the £124 fee.

The RR01 re-registration pack

0/8

• Copy of the special resolution to re-register as a public company
• Printed copy of the amended articles of association (new name ending 'plc')
• Balance sheet made up to a date no more than 7 months before the application
• Auditor's written statement on the company's net assets (s.92 Companies Act 2006)
• Auditor's unqualified report on that balance sheet
• Valuation report, if shares were recently allotted for non-cash consideration
• Statement of the proposed secretary, if the company doesn't have one
• Allotted share capital already at or above £50,000 nominal, all in sterling or all in euros

Share Print

A company that re-registers this way doesn't need a trading certificate. Companies House issues an amended certificate of incorporation showing the new name and status. A PLC can go the other way and re-register as private (form RR02) by special resolution. It must do so if a court-approved capital reduction or a share cancellation takes its allotted capital below the authorised minimum (forms RR08 and RR09).

Running a PLC: audit, accounts, AGM and penalties

• Audit. A private company can skip an audit if it's small (two of: turnover up to £15 million, assets up to £7.5 million, 50 or fewer employees). A public company must be audited whatever its size, unless it's dormant.
• Accounts. File at Companies House within 6 months of the accounting reference date (private companies get 9 months). A new PLC's first accounts are due within 18 months of incorporation, or 3 months from the accounting reference date if that's later. The accounts must also be laid before members at the AGM.
• AGM. Hold one within 6 months of each financial year-end, with at least 21 days' notice unless the articles require more. PLCs can't use written resolutions, so every shareholder decision needs a meeting.
• Records. Keep accounting records for 6 years (3 for a private company).
• Confirmation statement. Same as a Ltd: at least once every 12 months, fee £50 online.

Late accounts cost a PLC four to five times more than a Ltd:

Not filing at all is also a criminal offence for the directors, separate from the penalty.

Should your business become a PLC?

For almost every small or growing business, no, at least not yet. Consider PLC status when:

• you plan to offer shares to the public, through a prospectus or a listing;
• large customers, lenders or public-sector buyers want the perceived standing of a "plc", and you can carry the extra cost;
• you already exceed the small-company audit thresholds, so the audit isn't an extra cost.

Weigh that against the drawbacks: £12,500 or more of paid-up capital, a qualified secretary's cost, a mandatory audit, faster filing, AGMs and the higher late-filing penalties. Listing on a market is a further, separate step with its own rules and costs. If you just want limited liability, a Ltd gives you that from £100. Our startup cost calculator helps you budget either route.

Official links

• Incorporation and names (Companies House guidance)Public company requirements and secretary qualifications
• Life of a company: event driven filingsAuthorised minimum, AGMs, re-registration
• Register a private or public company (IN01)Paper registration form
• Apply for a trading certificate (SH50)Before a new PLC trades or borrows
• Re-register a Ltd as a PLC (RR01)Conversion from private
• Companies House feesCurrent statutory fees
• Verify your identity for Companies HouseGOV.UK One Login, Post Office or ACSP
• Preparing and filing Companies House accountsDeadlines and penalties

What to do next

If you're starting out, set up a private limited company first. It's cheaper, quicker and can convert later with an RR01. If you're planning a raise that might need PLC status, talk to a solicitor or accountant early about share structure and the audit. Check that every director has their Companies House personal code before the transition ends. For costing a business plan, try the business plan generator, and for questions on company tax, see HMRC's numbers in our HMRC contact guide.

This is general information, not legal or tax advice — confirm on the official source or with a professional.

Frequently asked questions

What is a public limited company?

A public limited company (PLC) is a UK company limited by shares that is allowed to offer its shares to the general public. Shareholders' liability is limited to any amount unpaid on their shares. In exchange, it must meet stricter rules than a private Ltd: at least £50,000 of allotted share capital, a trading certificate, two directors, a qualified secretary and an audit.

How much money do you need to start a PLC?

The nominal value of the shares allotted must be at least £50,000 (or €57,100), and each share must be paid up to at least one-quarter (25%) of its nominal value plus any premium. So the minimum cash in at the start is £12,500. The other £37,500 stays owed by shareholders until the company calls for it.

Does a PLC have to be listed on the stock exchange?

No. PLC status is what allows a company to offer shares to the public, for example through a prospectus or a listing, but there's no requirement to list. Listing on a market is a separate step with its own rules. A PLC that never lists still has to meet all the PLC company law rules.

What is the difference between Ltd and PLC?

A private limited company (Ltd) can't offer shares to the public, needs only one director, no secretary and no minimum capital, and is often exempt from audit. A PLC can raise money from the public but needs £50,000 of allotted capital, two directors, a qualified secretary and a trading certificate. It must be audited, file accounts within 6 months instead of 9 months, and hold an AGM.

Can a PLC start trading as soon as it is incorporated?

No. A company formed as a PLC can't do business or borrow until Companies House issues a trading certificate. You apply on form SH50, confirming the allotted capital meets the authorised minimum. Trading without one is an offence for which directors can be fined. A private company that re-registers as a PLC doesn't need one.

Do PLC directors need to verify their identity?

Yes. Since 18 November 2025, identity verification with Companies House has been a legal requirement for directors and people with significant control of all companies, including PLCs. New companies must give each individual director's 11-character Companies House personal code when they register. Existing directors provide theirs with the company's next confirmation statement during the 12-month transition.

Sources & verification

Figures on this page were checked against the sources below when it was last reviewed on 7 October 2026. Each rate and limit is stored once with its own official source and review date, and official update channels are monitored daily so changes are picked up. How we verify

1. 1.Incorporation and names — Companies House / GOV.UK · accessed 7 October 2026
2. 2.Life of a company: event driven filings — Companies House / GOV.UK · accessed 7 October 2026
3. 3.Preparing and filing Companies House accounts — Companies House / GOV.UK · accessed 7 October 2026
4. 4.Audit exemption for private limited companies — GOV.UK · accessed 7 October 2026
5. 5.Companies House fees — Companies House / GOV.UK · accessed 7 October 2026
6. 6.Register a private or public company (IN01) — Companies House / GOV.UK · accessed 7 October 2026
7. 7.Apply for trading certificate for a public company (SH50) — Companies House / GOV.UK · accessed 7 October 2026
8. 8.Re-register your private limited company to a plc (RR01) — Companies House / GOV.UK · accessed 7 October 2026
9. 9.Companies Act 2006, section 586 (reproduced by PwC Viewpoint) — PwC Viewpoint (statute text) · accessed 7 October 2026
10. 10.Verify your identity for Companies House — Companies House / GOV.UK · accessed 7 October 2026
11. 11.When you need to verify your identity for Companies House — Companies House / GOV.UK · accessed 7 October 2026