Company Shares How to Issue Shares in an Irish Limited Company?

Last updated: May 13, 2024

In the journey towards business expansion, many Irish Limited Companies consider the strategic move of Issuing Shares as a means to secure essential funding. This important decision, however, necessitates a thorough verification of the Directors' legal authority to Issue Shares, ensuring compliance with all relevant regulations and absence of any legal barriers to Share Allotment. Our comprehensive guide delves into this process, and gives you insight on how to effectively navigate the complexities of Issuing Shares in the context of Irish Corporate Law.

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Issuing Shares in an Irish Limited Company

Issuing Shares in an Irish Limited Company

It is important that the directors adhere to the company's Constitution and Company Law when Issuing Shares. The Shareholders are the owners of the company and they hold the Issued Shares. The company is a separate legal entity from the Shareholders and it is the company, not the Shareholders, that get sued in the case of unpaid debts.

To learn more about the Constitution, please visit our Guidance article on Constitution, Share Capital and Shareholders. For more information on Shareholders, you can visit our extensive Library, which holds a wealth of information.

Provide the Applicants with a Form of Application

When offering shares in a private company, it's essential to distinguish this process from a public offering. The Subscribers wishing to apply for the shares should complete an appropriate application for new shares and return it to the company along with the payment required for the shares.

Learn more about the Company Capital, Shares and much more by visiting our comprehensive Library, which holds crucial information regarding this subject.

Allot Shares via Board Resolution

Subject to certain exceptions, a company proposing to Allot Shares to any non-member cannot do so unless it has already offered the shares to current members at least 14 days prior. A Board Meeting should be convened at which the Directors consider the applications and resolve to issue the shares.

To gain further insights into the General Meetings, you can visit this section of the Library. If you wish to learn more about Written Resolutions, visit this section of the Library, which holds a wealth of information.

Issue Share Certificates to those who have been Allotted Shares

A company shall within 2 months after the date of allotment complete and have ready for delivery the Certificates of all Shares Allotted under Section 99 Companies Act 2014. Share Certificates must be signed and dated by two Directors or one Director and the Company Secretary. The Certificates must also be stamped with the Company Seal.

Incorpro offers the service of ordering the Company Seal and can do so for only €49 + VAT. Otherwise, the Company Seal can be acquired for only €35 + VAT if you Register Your Company through us.

Complete a Return of Allotments via Form B5 to the CRO

Within 30 days of the date of the Share Allotment, Form B5 must be delivered to the CRO along with the €15 filing fee. The B5 requests the names and addresses of the new Shareholders and the amount paid per share, either in cash or consideration.

Update the Register of Members

Under the Companies Act 2014, an individual effectively becomes a Shareholder when they acquire the Unconditional Right to be included in the Register of Members. The Register must be updated within 28 days of the Board Meeting, which can be found under section 169 of the Companies Act 2014.

Update the Register of Beneficial Owners and Notify RBO

The company may need to update the internal Register of Beneficial Owners and notify the Central Register of Beneficial Ownership. To gain more insight and detail regarding this, explore our detailed Registration of Beneficial Owners Guidance article.

As the Shareholder of a Limited Company is often the Beneficial Owner, we recommend going through our extensive Shareholder section of the Library, which will give you more insight and better understanding of the two.

Include Allotted Shares in next B1 Annual Return

It is of utmost importance to include the details of new Shareholders in the next B1 Annual Return. Incorpro offers the service of filing and submitting your company's B1 Annual Return, for a competitive fee of only €119 + VAT, which includes the €20 CRO filing fee.

If you wish to learn more and get detailed information about this, please visit our CRO B1 Annual Return Guidance article.

Show the New Shares Issued in the Company's Accounts

Liaising with an accountant is important to ensure the correct recording of newly Issued Shares in the Company Accounts. Any value received in respect of the allotment of a share IN EXCESS of its nominal value shall be credited to the Share Premium Account.

Transferring Shares in a Private Limited Company

The Transfer of Shares in an Irish Private Limited Company is a common practice and should align with the company's Constitution. Subject to any restrictions in the company's Constitution or under Company Law, shares may be freely transferred by a Shareholder.

More information can be found in our comprehensive Constitution, Share Capital and Shareholders Guidance article, or in our extensive Library, where you can find a wealth of valuable information.

Additionally, you can learn more about how to do this in an Irish Limited Company from our Transfer Shares Guidance article, which explains everything in great detail.

Further Guidance and Assistance

Should you have any queries or require assistance with your Accounting and Tax needs, our dedicated team at Incorpro is here to help. Connect with us by calling 01-4429409, or visit our Contact Page for more ways to get in touch. Stay updated and engaged by following our Social Media Pages on Twitter, Facebook, LinkedIn and Instagram.

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