Purchasing a New PLC
Checklist for the purchase of a 'new' private limited company...
To put a new company in a position to commence business, you will require the following information:
In respect of each new director of the company:
- full name (i.e. first names, surname and former name – if used for business purposes in the previous 20 years) or, in the case of a corporation, its corporate name
- residential address (or, in the case of a corporation, its registered office or principal place of business). This address will not be made publically available
- service address, such as the registered office address of the company
- business occupation (if any) and
- date of birth
Each director must sign a consent to act as a director or provide his or her electronic pin details.
In respect of the new company secretary:
- full name including any former names used for business purposes in the previous 20 years
- residential address. This address will not be made publically available
- service address, such as the registered office address of the company.
There is no requirement to have a secretary. If a company chooses to appoint a secretary, that person must also sign a consent to act or provide his or her electronic pin details. The secretary is an administrative officer and does not have the same responsibilities or liabilities as a director.
The full postal address of the proposed registered office. The registered office determines the tax district that will deal with the company’s affairs. It must be in (England or Wales Scotland or Northern Ireland), depending on where the company is incorporated.
The classes of shares to be created (for example ordinary or preference) and the rights attaching to those share classes, such as voting rights and rights to dividends, the amount to be paid up on each share including any premium and the nominal value.
In respect of each shareholder:
- an address (or in the case of a corporation, its registered office or principal place of business. In the case of an individual it does not need to be a residential address)
- the number of shares he or she will be allotted and
- the amount guaranteed
Each subscriber must sign a statement of compliance that the necessary requirements to form a company have been complied with or provide electronic pin details of the individual or of a director of a corporate shareholder.
Private and public companies need have only one shareholder.
The proposed name of the company.
Articles of Association
Whether any special provisions are required (e.g., special rights attached to different classes of shares or pre-emption rights on allotment or transfer of shares).
The name and address of the firm that will be appointed.
Accounting Reference Date
The date to which the company's annual accounts are to be prepared. (This would generally be the same as the date to which the parent's accounts are prepared).
The name and branch of the bank that will act as banker to the company and instructions as to the proposed signing arrangements (e.g. names of signatories and how they will sign).