What Is a Quoted Company? The Statutory Definition in Plain English
Under section 385 of the Companies Act 2006, a “quoted company” is one whose equity share capital meets one of three specific conditions at the end of its accounting reference period. In everyday speech the phrase sounds like any business whose shares you can buy on a stock exchange. The law sees it far more narrowly.
Those three statutory limbs, stripped of the dense legal phrasing, are:
- On the official list — the company’s equity shares have been admitted to the UK’s Official List (maintained by the FCA).
- Officially listed in an EEA state — the shares are officially listed in a European Economic Area country.
- Admitted to dealing on NYSE or Nasdaq — the shares are admitted to trading on the New York Stock Exchange or Nasdaq.
Two details matter enormously. First, the test is equity share capital — ordinary shares, not bonds or other debt instruments. A company with listed debt but no listed equity is not quoted under this definition. Second, timing is built into the test: you measure the company’s status at the end of the accounting reference period, not on some random date. A company that delists mid-year may still count as quoted if it qualified on that final day.
So “quoted” is a precise, market-specific, equity-only, point-in-time label — and it doesn’t map cleanly onto “listed” or “traded.”
Quoted vs Listed vs Traded: The Side-by-Side Breakdown
A company can be “quoted” without being “listed,” and “traded” without being either. Each label comes from a different rulebook, and using the wrong one can hand you the wrong set of obligations entirely.
A listed company is one admitted to the FCA’s Official List — historically split into premium and standard segments, now consolidated under the FCA’s UK Listing Rules following the 2024 reforms. “Listed” is an FCA concept tied to admission, and most Main Market companies that are listed will also be quoted — but the two aren’t synonyms.
A traded company is the Companies Act 2006 term for a company whose shares carry voting rights and are admitted to trading on a UK or EEA regulated market. It’s a distinct statutory category triggering shareholder-rights and notification duties — separate from the quoted-company disclosure regime.
| Term | Defining source | Market scope | Headline obligation |
|---|---|---|---|
| Quoted | CA 2006 s 385 | FCA Official List, NYSE, Nasdaq, or EEA exchange | Directors’ remuneration report; enhanced strategic report |
| Listed | FCA UK Listing Rules | FCA Official List only | Listing Rules compliance, continuing obligations |
| Traded | CA 2006 (e.g. s 360C) | UK/EEA regulated markets | Shareholder voting and notification rights |
A worked example
An AIM-quoted business is not “quoted” under s 385 (AIM isn’t a regulated market or the Official List) and not “traded” either — AIM is a multilateral trading facility, not a regulated market. So it escapes the remuneration-report regime. Nail the category first; everything downstream follows from it.
Which Markets Make a Company Quoted — and Which Don’t
A company can be publicly traded, have a ticker, and still be unquoted under the Companies Act 2006. The label hinges on the exact market, not on whether the public can buy shares.
The biggest culprit is AIM. Despite being one of the most active growth markets in Europe, an AIM-traded company is not a quoted company for CA 2006 s 385 purposes. The same goes for the Aquis Stock Exchange Growth Market and other multilateral trading facilities (MTFs). These are exchange-regulated venues, not parts of the FCA’s Official List, so they fall outside the statutory definition.
The markets that do make a company quoted are narrow and specific:
- The Main Market — shares admitted to the FCA’s Official List and traded on the London Stock Exchange’s Main Market
- Recognised EEA-state listings — officially listed in another EEA state
- NYSE and Nasdaq — admitted to dealing on either
Being “unquoted” doesn’t mean obligation-free. AIM and Aquis companies still answer to their own exchange rulebooks — the AIM Rules and the Aquis Growth Market Rules — which impose their own disclosure, nominated-adviser, and reporting duties. They simply aren’t the statutory quoted obligations. If you remember one thing, make it this: publicly traded ≠ quoted.
Reporting and Disclosure Duties That Only Apply to Quoted Companies
This is where the classification bites: being “quoted” layers on obligations that ordinary private companies — and even some publicly traded ones — never have to touch. If you’ve just confirmed your company meets the s 385 test, this is the burden you’ve signed up for.
The headline duty is the directors’ remuneration report. Under CA 2006 s 420 onward, quoted companies must produce a detailed annual report on directors’ pay, plus a separate remuneration policy that shareholders vote on at least every three years. That binding vote is unique to quoted status — neither listed-but-unquoted nor traded companies face it in the same form.
Your strategic report also expands. Quoted companies must disclose greenhouse gas emissions and energy consumption under the Streamlined Energy and Carbon Reporting (SECR) framework, alongside fuller narrative on strategy, environmental matters, and employee issues.
Then there’s the web obligation. Quoted companies must publish their annual accounts and reports on a website, kept freely available until the next year’s are posted. The audit report must sit on that site too.
Finally, members get a sharper tool: holders of at least 5% of voting rights (or 100 members each holding £100+ of paid-up capital) can require the company to publish a statement on its website raising audit concerns to be addressed at the AGM.
Miss any of these and you’re not merely behind on paperwork — you’re in breach of statutory duty.
How to Verify Whether Your Company Counts as Quoted
Guessing wrong can mean filing a directors’ remuneration report you never owed, or skipping one you did. So run the same three-step test every time.
- Identify the exact market. Pin down where the shares trade: the Main Market of the London Stock Exchange, AIM, the Aquis Stock Exchange Growth Market, or an overseas exchange in an EEA state, the US, or elsewhere.
- Confirm it qualifies. Under CA 2006 s 385, “quoted” means equity share capital admitted to the FCA Official List, or officially listed in an EEA state, or admitted to dealing on the NYSE or Nasdaq. AIM and Aquis sit outside that definition — they’re traded, not quoted.
- Check status as at the accounting reference date. The test bites on the last day of the accounting reference period, not throughout the year.
Where to look: the FCA Official List (searchable on the FCA website), the exchange’s own market designation, and the company’s RNS filings or annual report. If you were admitted or delisted mid-year, only your status on the reference date counts — a company delisted in October won’t be quoted for a December year-end. Write the determination down, naming the market, the date checked, and the conclusion, and drop it in the audit file.
One trap: in a group, a quoted parent doesn’t make its private subsidiary quoted. Test each entity separately.
Red Flags and Common Misclassification Mistakes to Avoid
The single costliest assumption in this area is treating “publicly traded” as a synonym for “quoted” — and the AIM market is where that assumption blows up. AIM and the Aquis Growth Market are real, regulated venues, but companies traded there are not “quoted” under CA 2006 s 385, because neither sits on the FCA’s Official List. That trap alone catches a large share of UK growth-company directors who reasonably assume that ringing the bell makes them quoted.
Watch for these recurring errors:
- Conflating “listed” and “quoted” scope. The FCA Official List is narrower; “quoted” also reaches companies on certain EEA-state and US exchanges (NYSE, Nasdaq). A US-traded company can be quoted without ever touching the UK list.
- Ignoring the timing element. Status hinges on whether the company was quoted at the end of its accounting reference period — not today, and not when you happen to file.
- Misapplying quoted-only duties. Pushing a full directors’ remuneration report onto an unquoted traded company is a classic over-compliance miss; traded companies have their own, lighter obligations.
- Overlooking transitional status. A listing or delisting mid-year doesn’t flip your classification instantly — your year-end position governs which set of duties bites.
When in doubt, confirm the exact market and the period-end date before applying any rule.
What Changes If Your Company Becomes (or Stops Being) Quoted
Because status is tested at the end of your accounting reference period rather than on the day you list or delist, the timing has real consequences. If your company IPOs onto the Main Market in July but your year-end is December, you’re treated as quoted for that whole financial year. A mid-year delisting works the same way in reverse: float off in March with a December year-end, and you’ll likely shed quoted-company obligations for that period.
When the status switches on, three big duties arrive together:
- Directors’ remuneration report — a full, audited pay report under CA 2006 s 420, plus a shareholder vote.
- Website publication — your annual accounts and reports must be made available on a website (s 430).
- Enhanced strategic report — greenhouse gas and broader narrative disclosures that smaller companies escape.
When status falls away on delisting, those duties drop off from the period in which you’re no longer quoted at year-end — though don’t expect instant relief mid-cycle.
First moves for a newly quoted secretariat
Brief the board on the remuneration vote timetable, stand up a compliant investor-relations website, and scope GHG data collection early. And remember: quoted status under the Companies Act sits alongside your continuing FCA Listing Rules and exchange obligations — it doesn’t replace them. You’ll juggle both rulebooks at once.
When to Consult a Professional on Quoted-Company Status
Most directors can classify their own company in an afternoon — but a handful of situations turn a five-minute check into a six-figure mistake.
Call in expert help when any of these apply:
- Dual or overseas listings. A company quoted in an EEA state or on a recognised US exchange (NYSE or Nasdaq) can satisfy the CA 2006 s 385 definition even without a UK listing — the exact markets and admission dates matter.
- Complex group structures. A parent and its subsidiaries may not share the same status, which affects which entity files a remuneration report.
- Mid-year status changes. Because the test bites at the end of the accounting reference period, an admission or delisting partway through the year can flip your obligations.
Who to Ask — and What to Bring
Start with your company secretary, then escalate to a corporate lawyer or your audit partner. Bring three things: the market your shares trade on, your accounting reference date, and the precise admission or delisting dates. Frame the question using the statutory limbs covered earlier — “Are we ‘quoted’ under s 385 at our ARP end, or merely ‘traded’?” — rather than asking loosely whether you’re “public.”
Getting it wrong means misstated accounts, a missed directors’ remuneration report, and FRC or FCA scrutiny. When the answer feels borderline, a one-hour second opinion is far cheaper than a restatement.
