3.1 Public company requirements
A public company must have:
at least 2 directors (who may also be members of the company)
at least one director who is an individual
all individual directors aged 16 or over
at least one secretary
a secretary qualified to act as a secretary
A qualified secretary is someone who:
has held the office of secretary of a public company for at least 3 of the 5 years before their appointment
is a barrister, advocate or solicitor called or admitted in any part of the United Kingdom
is a person who, by virtue of his or her previous experience or membership of another body, appears to the directors to be capable of discharging the functions of secretary
is a member of one of the following professional bodies:
Institute of Chartered Accountants in England and Wales
Institute of Chartered Accountants of Scotland
Institute of Chartered Accountants in Ireland
Institute of Chartered Secretaries and Administrators
Association of Chartered Certified Accountants
Chartered Institute of Management Accountants
Chartered Institute of Public Finance and Accountancy
3.2 When a public company starts business
A public limited company cannot conduct business or exercise borrowing powers unless it has obtained a trading certificate from Companies House confirming that it has the minimum allotted share capital. You will need to apply for the certificate by filing the ‘Application for a trading certificate for a public company’ (Form SH50). It is an offence to trade without a trading certificate and the directors are liable, on conviction, to a fine.
Different rules apply if a company wishes to re-register from a private company limited by shares or a private unlimited company to a public company. This is explained in Life of a Company – Part 2 Event Driven Filings.