Public Companies and Stock Exchange
BM GM BM
Public = very important for the economy significant tax contributions,
but represents a small proportion of all registered companies 5,400 out of over 4
million.
s.4 CA public comp is a comp limited by shares... and having a share capital –
a. whose certificate of incorporation states that it is a public company and;
b. in relation to which the requirements of the 2006 or former CAs, as to
registration or re registration as a public company have been complied
with on or after the relevant date.
Public share capital nominal value of issued share cap must be at least 50k
s.763, s. 586 at least25%s of nominal value and all share premium must be paid
up
o private doesn't have min share cap to be incorporated
S.271/273 must have suitably qualified secretary
S.154(2) at least 2 directors
Can issue shares to public/list on stock exchange.
S.761 must have trading certificate
Special rules applicable to public
Can't make general exclusion of pre-emption rights can still be disapplied through
SR for specific allotments.
Can't use written resolution for shareholder decisions
Must hold AGMs deals with presenting of stat. accounts, it there are articles
which require retirement, reappointment of directors, shareholders may get to vote
on director remuneration
Private may want to be public to raise capital/offer shares as they can't grow
anymore without injection of capital, raise the comps profile.
Private to public
S.90 – 96 CA
s.90(1) SR must be passed by members approving re-registration
o must state that the comp should be re-registered as public and make other
necessary alterations such as name change and alter articles
At the time of the SR being passed ASC must not be below min of 50k, each share
must be paid up to at least 1/4 nominal value plus the whole of any premium
s.91(1)
Application must be completed and signed following passing of SR and filed at CH
with copy of SR, altered articles and a written statement by the auditors of the
company that in their opinion the relevant balance sheet shows that at the balance
sheet date the amount of the company's net assets was not less than the sum of its
called up share cap and undistributable reserves s.92(1)(c)
Smaller comps are not required to have an auditor
BM GM BM
Public = very important for the economy significant tax contributions,
but represents a small proportion of all registered companies 5,400 out of over 4
million.
s.4 CA public comp is a comp limited by shares... and having a share capital –
a. whose certificate of incorporation states that it is a public company and;
b. in relation to which the requirements of the 2006 or former CAs, as to
registration or re registration as a public company have been complied
with on or after the relevant date.
Public share capital nominal value of issued share cap must be at least 50k
s.763, s. 586 at least25%s of nominal value and all share premium must be paid
up
o private doesn't have min share cap to be incorporated
S.271/273 must have suitably qualified secretary
S.154(2) at least 2 directors
Can issue shares to public/list on stock exchange.
S.761 must have trading certificate
Special rules applicable to public
Can't make general exclusion of pre-emption rights can still be disapplied through
SR for specific allotments.
Can't use written resolution for shareholder decisions
Must hold AGMs deals with presenting of stat. accounts, it there are articles
which require retirement, reappointment of directors, shareholders may get to vote
on director remuneration
Private may want to be public to raise capital/offer shares as they can't grow
anymore without injection of capital, raise the comps profile.
Private to public
S.90 – 96 CA
s.90(1) SR must be passed by members approving re-registration
o must state that the comp should be re-registered as public and make other
necessary alterations such as name change and alter articles
At the time of the SR being passed ASC must not be below min of 50k, each share
must be paid up to at least 1/4 nominal value plus the whole of any premium
s.91(1)
Application must be completed and signed following passing of SR and filed at CH
with copy of SR, altered articles and a written statement by the auditors of the
company that in their opinion the relevant balance sheet shows that at the balance
sheet date the amount of the company's net assets was not less than the sum of its
called up share cap and undistributable reserves s.92(1)(c)
Smaller comps are not required to have an auditor
