Corporate structure
Public Company
For entities that will offer shares to the public
In short
A Public Company may offer its shares to the public and carries the PLC suffix. It requires at least two directors and faces higher governance and disclosure requirements than a Private Company. Most DIFC businesses do not need one.
- Liability
- Limited by shares
- Governing law
- DIFC Companies Law (DIFC Law No. 5 of 2018)
- Minimum owners
- 1 shareholder, with no upper limit
- Minimum capital
- No statutory minimum, but expectations are materially higher than for a Private Company
- Audit
- Audited accounts required
Best suited to
- Entities intending to list or offer shares publicly
- Structures where an unlimited shareholder base is needed
- Certain fund and capital markets vehicles
Watch out for
- Minimum of two directors
- Greater disclosure and governance obligations
- An offer of securities engages the DFSA markets regime
When a PLC is genuinely required
Only when shares will actually be offered to the public or the structure needs an unlimited shareholder base. A private fundraising among professional investors does not require it, and neither does a company with fifty shareholders who all came in privately.
Where securities are offered to the public in or from the DIFC, the DFSA markets regime applies on top, with prospectus and disclosure requirements of its own. That is a separate workstream from the company form.
Questions
Do I need a Public Company to raise investment?
No. Private fundraising from professional investors is done through a Private Company in almost every case. A PLC is for offering shares to the public.
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