A public company is, in law, simply a company that is not private. A private company keeps three restrictions in its rules: it caps its shareholders, it limits who shares can be transferred to, and it cannot invite the public to buy in. A public company drops all three.
The one positive power that follows is the ability to raise money from the public — to invite anyone to subscribe for, or buy, the company's shares. That is what "going public" means, and it is the single feature that distinguishes the public company from every other type.
Why the application is organised this way
A company is more than a name. To register one, you describe it in a clear order — first what it is, then who owns it, then who runs it, and finally how it decides. The screens follow exactly that order, so by the time you finish you have described a complete, well-governed company — ready to be signed into being.
A public company is registered on the same application as a private one — the differences are a handful of legal facts, not a different journey. Where they part ways is noted as you go.
The fourth part is the one most registries leave unsaid. Here you set it down clearly at the start — and the registry then applies those rules for you, automatically, for the life of the company.
A new legal person
The company begins as an entity defined by five things: its name, its legal type, its capital and shares, its activities, and its registered address.
- Micro, Small and Medium Enterprise: LSL 5 million or less
- Other or Large Business: over LSL 5 million
There is no minimum capital for a public company — you set it, and the directors affirm it is adequate.
Licensing fees show automatically when applicable. You may register a business name for each activity.
Who owns the company
A company is owned by its shareholders. You list each one and record how many shares they hold — that shareholding is what gives them their say in the company's decisions.
A shareholder can be a person or another company. One of them may also be the applicant, and a shareholder can also be a director — the application lets you mark both. Unlike a private company, a public company has no maximum number of shareholders†.
For each shareholder you capture identity, address and TIN, and the shares they hold — number, value per share, and any preferred-share classes. If foreign shareholders hold 30% or more, a business permit is required.
† In practice, at least two shareholders are required.
Who runs the company
The shareholders own the company; the directors run it. You list each director — a public company must have at least two — and they consent to act.
Each director provides identity, address and TIN, uploads an ID and a consent to act, and you indicate whether they are the chairperson. Their document details are read and filled in automatically.
How the company makes decisions
This is the part most registries leave unwritten. Here you decide who decides — and by what majority — for each kind of decision. You set it once, and the registry applies it automatically ever after.
Every company has two kinds of decision-maker. The directors run it day to day. The shareholders keep authority over the most important decisions — the ones that change the company itself or commit it heavily. Some of those belong to the shareholders by law; others you may choose to reserve for them.
A rule is simply a percentage: what share of the shareholders (or of the directors) must agree before a decision is valid. For many decisions the law fixes a minimum — often 75%, sometimes 50% — which the screen shows and lets you raise, never lower. Because you record this at registration, the registry can check any future decision against your own rules automatically.
* By law, a new issue of shares must first be offered to the existing shareholders in proportion to their shareholding, unless the articles provide otherwise (Companies Act 2011, s.36(2)). → preferred-shares guide
What percentage of directors must approve an ordinary decision?
What you sign — your company's rulebook
Everything you have defined doesn't stay as answers in a form. It becomes the heart of your company's Articles of Incorporation — the rules that govern the company.
The articles have two parts: the standard articles, a complete legal rulebook ready-made for a public company; and your company particulars and governance rules — the part unique to your company, drawn straight from what you entered. Together they are the company's constitution.
