PLC Overview The Companies Act, 2014 largely retained the pre-existing provisions relating to public limited companies. The most significant change was the decrease in the minimum required capital to €25,000 from €38,092 (£30,000). A PLC may be incorporated with a single-member in the same way as a private single-member company. The facilitates group holdings. A PLC continues to require at least […]
Appointment of Directors A PLC must have at least two directors. The Company Act 2014 provisions in respect of sole directors do not apply to PLCs. A PLC may have one member. A PLC with more than one member must hold general meetings. Unless the company’s constitution otherwise provides, the directors are to rotate. All directors retire at the first […]
Commencing Trading A plc must have a minimum capital of at least €25,000. The level of the minimum share capital of €25,000 may be increased by Ministerial order. Where an order is made changing the required minimum capital, it may require that existing PLCs increase their authorised minimum capital. A public limited company may not commence business or borrow until it obtains a […]
Public Issue of Shares The flotation of a public company involves the offer of its shares to the public at large or to clients of a financial institution such as a merchant bank. A private company might be converted into a public company and floated. Flotation involves the issue of the shares to the market. Flotation is normally accompanied by […]
Public Offer of Securities The provisions of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 were largely re-enacted in Part 23 of the Companies Act 2014. The market abuse and transparency obligations of public companies are restated. There is both civil and criminal liability for breach of the requirements, including provision for large administrative fines. A public offer is […]
Shares and Allotment The Companies Act 2014 restricts the ability of a PLC to issue bearer shares, such as share warrants, which was previously permissible. A renounceable letter of allotment is permitted. Shares represented by the letter of allotment may be transferred by renunciation and delivery within a period, which must not be more than 30 days. PLCs have the capacity […]
Acquisition of Own Shares The provisions applicable to the purchase and acquisition by a PLC of its own shares are those which apply to private companies together with additional requirements. An acquisition by a PLC of its own shares must be made from distributable profits (as in the case of private companies). In addition, its net assets must be not […]
Interests in Shares There are extensive obligations on shareholders and certain parties connected to them, to disclose their interest in shares. The obligations apply to shareholdings above a particular percentage and to transactions which result in movements above or below the relevant percentage. Shares held by spouses, family members and controlled companies are attributed to the shareholder concerned. If there […]
Mergers and Divisions I The Companies Act 2014 makes provision for the merger and division of PLCs. The provisions re-enact earlier EU derived regulations on mergers and divisions. The legislation allows for mergers and divisions of the entities themselves. They offer a formal and structured alternative to other techniques which involve the purchase of a company as a subsidiary or […]
Divisions Overview The provisions for the division and merger of public limited companies are broadly similar to those applicable to private companies. Some further and differing provisions apply. The PLC rules apply if each of the companies involved, or at least one of them is a PLC. A division may be a division by acquisition or by the formation of […]