Company Secretarial Library

Welcome to Incorpro's Company Secretarial Library where we provide jargon-free, easy to understand answers to the most frequently asked questions we receive from our clients.

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Company Capital & Shares

Share Capital
  • Share Capital is the aggregate amount or value of the nominal value of shares of the company.
  • All limited companies in Ireland must state, on its constitution, how the share capital of the company is divided. E.g. The Share Capital of the company is divided into shares of €1 each.
  • Limited companies in Ireland are not required however to state an Authorised Share Capital value on the Constitution. If the company chooses to state an Authorised Share Capital then the number of shares that can be issued by the company wll be capped at this amount. The share capital of the Company is €1,000 divided into 1,000 shares of €1.00 each.
  • The Nominal Value of shares is set by members of the company at incorporation. Common nominal values used are €1, €0.01, €100. While the market value of shares can fluctuate the Nominal Value of the shares will remain the same, unless the company submits an application to the Companies Registration Office to change it.
  • Authorised Share Capital – is the aggregate amount or value of the nominal value of the authorised shares of the company. E.g. A company with a stated Authorised Share Capital of 1000 shares divided into shares with a nominal value of €1 has an Authorised Share Capital of 1000 shares or €1000.
  • Issued Share Capital - is the aggregate amount or value of the nominal value of the issued shares of the company. E.g. A company that has allocated/issued 100 shares and the nominal value of the shares of the company are €1, has an Issued Share Capital of 100 shares or €100.
The Rights of Company Members
  • A company's constitution, as well as any shareholders agreements, will outline any specific rights and obligations the shareholders of the company have.

    • In addition to specific rights and obligations contained in a company's constitution members have statutory rights and obligations imposed by the Companies Act 2014.

  • The right to receive a copy of the Company Constitution.
    • Shares
      • The right to receive a share certificate.
      • To exercise pre-emption rights - save to the extent the company's constitution has dis-applied the right.
      • To transfer shares - subject to the approval of directors - save to the extent the Constitution provides otherwise.
    • Meetings
      • To receive notice of meetings consistent with timeframes specified by the Companies Act 2014.
      • The right to appoint a proxy to attend and vote at meetings on their behalf.
      • The right to request a copy of the minutes of general meetings of members.
    • Financial Statements and Company Documents
      • The right to receive a copy of the company's financial statements, as well as any associated Directors Reports and Auditors Reports.
      • The right to receive and inspect copies of the companies internal registers, e.g. Register of Members, Register of Directors, Register of Share Transfers, etc.
    • Request or Convene General Meetings
      • Members holding not less than 10% of the company's Issued Share Capital can request the Directors of the company to convene an Extraordinary General Meeting (EGM).
      • Members holding not less than 50% of the company's Issued Share Capital can themselves convene an Extraordinary General Meeting.

Beneficial Ownership

What is meant by Beneficial Ownership?
  • A beneficial owner is an individual who ultimately owns or controls a company, either through direct or indirect ownership of 25% of the shares or voting rights or ownership interest in the company.
  • Limited companies in Ireland are required to register details of Beneficial Ownership with the Central Register of Beneficial Ownership (RBO) within 5 months of incorporation. Limited companies are also required to maintain an internal beneficial ownership register.
Why do I have to register as a Beneficial Owner with the RBO?
  • The requirement to register details of Beneficial Ownership with the RBO stems European Union Anti Money Laundering directives.
  • “The aim of the Directives is to deter money laundering and terrorist financing and to help law enforcement and regulatory authorities to identify those ‘natural persons’ who hide their ownership or control of Irish companies/societies for the purpose of facilitating illegal activities”.
  • Limited companies in Ireland are required to register details of Beneficial Ownership with the Central Register of Beneficial Ownership within 5 months of incorporation. Limited companies are also required to maintain an internal beneficial ownership register.
What are the legal requirements of a limited company relating to Beneficial Ownership?
  • All limited companies incorporated in Ireland after 22 June 2019 have 5 months from the date of incorporation to register details of Beneficial Ownership with the RBO.
  • Limited companies in Ireland must also hold an internal register of beneficial ownership. The register must contain the beneficial owners’ particulars, including name, residential address, date of birth, PPS Number, date of entry into register and nature and extent of interest.

Further Guidance and Assistance

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