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A Public Company Limited by Shares refers to a company which issues shares to the public. Such companies are called Public Limited Company (PLC) in Nigeria. It allows limited liability to its proprietors and to its management team. In the case of a public limited company, a firm can sell shares to investors which are considered as a beneficial act in raising the capital for the business.
To establish a Public Limited Company, a minimum of two Directors are required and there is no cap on the maximum number of members. Importantly, it has more strict regulatory requirements when compared to a Private Limited Company.
The ownership of a public company limited by shares includes the members of the general public. Any person from the public can own a share in the company by buying through the stock exchange.
A company limited by shares should maintain transparency in its dealings, make necessary disclosures of material events in all their filings before the stock exchange and in their communications with the shareholders.
Get startated Today. Let SplashDict help you register your Public Company incorporation in Nigeria.
Features of a Public Limited Company in Nigeria
- The name of the company must end with the words “Public Limited Company” or its abbreviation “PLC”.
- The shares and debentures offer no restriction on transfer of its shares to the general public
- The minimum authorized share capital of the company is N 2,000,000. 25% of this share capital must be subscribed by the founding members during the incorporation of the company.
- If the company expects to be listed on the Nigerian Stock Exchange then in such a case the Article of Association of the company must be in accordance with the Nigerian Stock Exchange.
- There is no limit to the maximum number of members who can join a company.
- People with relevant professional certification or experience in similar industries may be appointed as its company secretary.
- If a person is over 70 years of age and is able to fulfill certain statutory conditions may be appointed as one of the directors of the company.
- It is necessary for a Public Limited Company to hold a statutory meeting within 6 months of its establishment.
Advantages Incorporating Private Company Limited by Shares in Nigeria
There are several advantages of operating a public company limited by shares from a business name in Nigeria, a few of which are illustrated below:
- Business Type For Investors
Investors and other parties prefer Public Limited companies to invest their money as it is well structured and also transparent business structure. If anyone wants to raise capital for your business and to sell the ownership in the business, this type of company is what they should consider.
- Most Suitable Business For Heavy Investment
Public ltd is company is the best business structure for heavy investment.
- Easy To Raise Funds And Loans
Public Limited Company is like a person as it can list itself in various stock exchange markets in Nigeria and can raise capital from the stock market and from interested investors. It also enjoys wide options to raise minimum paid up capital for public company, bank loans and Institutional investors.
- Uninterrupted Existence
A Public Limited Company has ‘perpetual succession’, which means it has uninterrupted existence until it gets legally dissolved. Being a separate legal person, a company is unaffected by the departure or death of any member, it continues to be in existence regardless of the changes in the membership of the company.
- Easy Transfer Of Shares
Importantly, it is very easy to way out from a public company limited by guarantee, as only shares of the company have to be handed over to the investor or purchaser along with share transfer forms.
- Owning Property
A Public Limited Company is a juristic person; it can own, acquire, enjoy and estrange, properties in its own name. There is no right to the shareholder to make any claim upon the property which is in the name of the company so long as the public limited company is a going concern.
- Opportunity for growth and expansion
By having more finance potentially readily available and on better terms than a private company, the public limited company can be in an advantaged position to pursue new projects, pay off outstanding debts, make capital expenditure to support and enhance the business.
Checklist for Registering a Public Limited Company in Nigeria
- Proposed Name of the Company (2 Names).
- The objectives and nature of business of the company.
- Principal address of the company.
- The share capital and shareholding formula among shareholders.
- Particulars of the company directors and secretary.
- Details of all Major Shareholders (Minimum of 2). Details such as names, occupation, residential address, email address, mobile phone number and means of identification such as National Identification Card, Data Page of International Passport, Driver’s Licence or Voter’s Card.
- Every Subscriber to the memorandum of a company limited by shares must take up at least one (1) share while among themselves they shall take up a total number of shares of a value not less than 25 per cent of the authorised share capital.
- A corporate body cannot be a Director of a company but may be represented by an individual nominated for that purpose e.g. Adeola Emeka Umar (representing ABC Nigeria Limited).
- A person below the age 18 may only join in the formation of a company if two or more persons of full capacity have subscribed to the memorandum.
Directors Of a Public Limited Company in Nigeria
A Director of a company registered is a person duly appointed by the company to direct and manage the business of the company. There is a rebuttable presumption in favour of any person dealing with the company that all persons who are described by the company as directors, whether as executive or otherwise, is duly appointed.
A public company shall have at least two independent directors. The following persons shall be disqualified from being director;
(a) an infant, that is, a person under the age of 18 years ;
(b) a lunatic or person of unsound mind.
Qualification of Secretary of a Public Limited Company (PLC)
a) A member of the Institute of Chartered Secretaries and Administrators; or
b) A legal practitioner within the meaning of Legal Practitioners Act; or
c) A member of Institute of Chartered Accountants of Nigeria or such other bodies of accountants as are established from time to time by an Act; or
d) any person who has held the office of the secretary of a public company for at least 3 years of the 5 years immediately preceding his appointment in a public company; or
e) a body corporate or firm consisting of members each of whom is qualified under (a), (b), (c), or (d) above.
Public Limited Company Registration Procedure
- We apply and get approval for Company Name reservation.
- We Submit the needed documents to CAC.
- We Draft MoA, AoA & other required documents to register a public limited company. MOA is a short form of Memorandum of Association and it defines the business object, mission and vision of the company before its incorporation while AOA is a short form of Article of Association. It represents the internal constitution of the company.
- You Receive the Certificate of Incorporation of public limited company.
- After receiving the certificate of Incorporation the public limited company is set to start its function.
- Opening of Bank Account in the name of company, required for smooth functioning of the company.
How long does the Company Registration take?
Name Search and Approval: 6 – 48 hours from submission.
FIRS Stamp Duty Payment and Verification: 1 – 24 Hours from Payment.
Grant of Certificate of Incorporation: 3 -7 Days from filing.
Customized Best-Quality Company Seal: 6 – 24 Hours after incorporation Approval.
Total time – Approximately 5 – 14 days.
What is FIRS TIN?
Tax Identification Number (TIN) is a unique number given to an incorporated company for the purpose of identification and tax payment. The bank would request for the TIN before a corporate account can be set up for your company. Public company registration comes with automatic free TIN.
A Company Seal also referred to as a ‘Common Seal’ must be acquired by all Nigerian Companies. We’ll help you deliver High Quality Customized Seal Stamp with your Company Name and Logo.
A Company is legally considered to be a separate entity from the individual members. This seal acts as the official signature of the company.
Public Limited Liability Company (PLC) in Nigeria is a company that has offered its shares to the public and has limited liability. These companies have invited the public to subscribe to its shares and become shareholders thereby being part of the owners of the company.
It is a mandate to have a minimum share capital of N2,00,000 and requires a minimum of 2 Members to register the Public limited company; there is no restriction on the maximum number of shareholders in such company. The shareholders have liability only on the amount of capital they have invested in the company.
Upon completing the order, you’ll be redirected to submit your information for Company incorporation.
- Instant Delivery of Digital Copies of Company documents once approved; Certificate Of incorporation of Company, Memorandum & Article of Association, Status Report and Stamp Duty Certificate.
- Customized Business Seal Stamp.
If more than 2 Subscribers and 2 Million Naira Share Capital, please select the right option Below;