Incorporation
Companies Act
Interpretation (Part 17)
1000. (1) In this Part—
“authorised minimum” means—
(a) subject to paragraph (b), €25,000; or
(b) such greater sum as may be specified by order made by the Minister under subsection (2);
“authorised share capital” shall be read in accordance with section 1006 (2)(e);
“constitution” shall be read in accordance with section 1006 (1);
“public limited company” or “PLC” means a company limited by shares and having a share capital, being a company—
(a) the constitution of which states that the company is to be a public limited company; and
(b) in relation to which the provisions of this Act as to the registration (or re-registration or registration under Part 20 or Part 22 of a body corporate) as a public limited company have been complied with;
and section 1001 (2) supplements this definition with regard to restricting the scope of that expression, as it occurs in this Part, to public limited companies that are not investment companies (as defined in Part 24 );
“regulated market” has the meaning given to it by point 14 of Article 4(1) of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments;
“securities” means transferable securities as defined in point 18 of Article 4(1) of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments, with the exception of money market instruments as defined in point 19 of Article 4(1) of that Directive, having a maturity of less than 12 months.
(2) The Minister may, by order, specify that the authorised minimum for the purposes of this Part shall be an amount greater than €25,000 and such an order may—
(a) require any PLC, having an allotted share capital of which the nominal value is less than the amount specified in the order as the authorised minimum, to increase that value to not less than that amount or make an application to be re-registered as another form of company,
(b) make, in connection with any such requirement, provision for any of the matters for which provision is made by any provision of this Act relating to a PLC’s registration, re-registration or change of name, payment for any share comprised in a company’s capital and offers of shares in, or debentures of, a company to the public, including provision as to the consequences (whether in criminal law or otherwise) of a failure to comply with any requirement of the order, and
(c) contain such supplemental and transitional provision as the Minister thinks appropriate, make different provision for different cases and, in particular, provide for any provision of the order to come into operation on different days for different purposes.
(3) Provision in an order under subsection (2)(b) as to the consequences in criminal law of a failure to comply with any requirement of the order shall consist only of any adaptation of an offence under this Act that may be necessary with respect to the amount mentioned therein (not being a penalty).
Investment company to be a PLC but non-application of this Part to that company type
1001. (1) Public limited companies shall comprise 2 types—
(a) those that are not investment companies (as defined in Part 24 ), and
(b) those that are such companies.
(2) This Part applies only to public limited companies that are not investment companies (as so defined) and, accordingly, a reference in this Part to a public limited company does not include a reference to an investment company (as so defined).
(3) The law in this Act in relation to investment companies is to be found in Part 24 (which makes provision for such companies by, inter alia, applying or adapting provisions of this Part and Parts 1 to 14 ) and certain associated provisions of this Act.
Application of Parts 1 to 14 to PLCs
1002. (1) The provisions of Parts 1 to 14 apply to a PLC except to the extent that they are disapplied or modified by—
(a) this section, or
(b) any other provision of this Part.
(2) For the purposes of that application, section 10 (1) shall have effect as if it read:
“(1) Unless expressly provided otherwise, a reference in Parts 2 to 14 to a company is a reference to a PLC.”.
(3) The provisions of this Act specified in the Table to this section shall not apply to a PLC.
(4) The specification in the foregoing Table of a provision (a “specified provision”) of Parts 1 to 14 also operates to disapply to a PLC any other provision of those Parts (notwithstanding that it is not specified in that Table) that makes consequential, incidental or supplemental provision on, or in relation to, the specified provision.
Table
Subject matter
Provision disapplied
Way of forming a private company limited by shares
Section 17
Company to carry on activity in the State and prohibition of certain activities
Section 18
Form of the constitution
Section 19
Certificate of incorporation to state that the company is a private company limited by shares
Section 25 (3)
Provisions as to names of companies
Section 26 (1) to (4)
Trading under a misleading name
Section 27
Amendment of constitution by special resolution
Section 32 (1)
Capacity of private company limited by shares
Section 38
Conversion of existing private company to private company limited by shares to which Parts 1 to 14 apply
Chapter 6 of Part 2
Limitation on offers of securities to the public
Section 68
Allotment of shares
Section 69
Supplemental and additional provisions as regards allotments
Section 70
Reduction in company capital — use of Summary Approval Procedure therefor
Section 84 (2)(a) and (3)
Variation of rights attached to special classes of shares
Section 88
Variation of company capital on reorganisation — use of Summary Approval Procedure therefor
Section 91 (4)(a)
Directors
Section 128
Directors’ duty as regards certain matters in appointing secretary
Section 129 (4)
Removal of directors
Section 146 (2)
Remuneration of directors
Section 155
Voting by director in respect of contract, etc. in which director is interested
Section 161 (7)
Majority written resolutions
Section 194
Supplemental provisions in relation to section 194
Section 195
Summary Approval Procedure
Chapter 7 of Part 4 (save as it applies to—
(a) a members’ voluntary winding up under section 579 ;
(b) an activity specified in section 118 (prohibition on pre-acquisition profits or losses being treated in holding company’s financial statements as profits available for distribution); or
(c) the making of a loan or quasi-loan or the doing of any other thing referred to in section 239 ).
Directors’ compliance statement and related statement— exemption for companies below a particular size
The words “to which this section applies” in section 225 (2), and section 225 (7)
Exemption from consolidation: size of group
Section 297
Statutory financial statements must be audited (unless audit exemption availed of)
Section 333
Exclusions, exemptions and special arrangements with regard to public disclosure of financial information
Chapter 14 of Part 6
Audit exemption
Chapter 15 of Part 6
Special audit exemption for dormant companies
Chapter 16 of Part 6
Small and medium companies
Section 377
Mergers and divisions of companies
Chapters 3 and 4 of Part 9
Disclosure orders
Chapter 2 of Part 14
Societas Europaea to be regarded as PLC
1003. A Societas Europaea which is registered with the Registrar shall be regarded as a PLC for the purposes of this Part (but not as an investment company as defined in Part 24 ).
CHAPTER 2
Incorporation and consequential matters
Way of forming a PLC
1004. (1) A PLC may be formed for any lawful purpose by any person or persons subscribing to a constitution and complying with the relevant provisions of—
(a) Chapter 2 of Part 2 , as applied by this Part, and
(b) this Part,
in relation to registration of a PLC.
(2) Without prejudice to the means by which a PLC may be formed under the relevant provisions referred to in subsection (1), a company may be registered as a PLC by means of—
(a) the re-registration, or registration, as a PLC of a body corporate pursuant to Part 20 or 22 ,
(b) the merger of 2 or more bodies corporate pursuant to Chapter 16,
(c) the division of a body corporate pursuant to Chapter 17, or
(d) the merger operation provided for by the European Communities (Cross-Border Mergers) Regulations 2008 ( S.I. No. 157 of 2008 ).
(3) The liability of a member of a PLC at any time shall be limited to the amount, if any, unpaid on the shares registered in the member’s name at that time.
(4) Subsection (3) is without prejudice to any other liability to which a member may be subject as provided by this Act.
(5) The certificate of incorporation issued under section 25 (1) shall state that the company is a public limited company.
PLC to carry on activity in the State
1005. A PLC shall not be formed and registered unless it appears to the Registrar that the company, when registered, will carry on an activity in the State, being an activity that is mentioned in its memorandum.
The form of a PLC’s constitution
1006. (1) Subject to subsection (3), the constitution of a PLC shall be in the form of a memorandum of association and articles of association which together are referred to in this Part as a “constitution”.
(2) The memorandum of association of a PLC shall state—
(a) its name,
(b) that it is a public limited company registered under this Part,
(c) its objects,
(d) that the liability of its members is limited, and
(e) its authorised share capital, being the amount of share capital with which the PLC proposes to be registered which shall not be less than the authorised minimum, and the division thereof into shares of a fixed amount.
(3) The constitution of a PLC shall—
(a) in addition to the matters specified in subsection (2), state the number of shares (which shall not be less than one) taken by each subscriber to the constitution,
(b) be in accordance with the form set out in Schedule 9 or as near thereto as circumstances permit,
(c) be printed in an entire format, that is to say the memorandum and articles shall be contained in the one document, being a document either in legible form or (as long as it is capable of being reproduced in legible form) in non-legible form, and
(d) either—
(i) be signed by each subscriber in the presence of at least one witness who shall attest the signature, or
(ii) be authenticated in the manner referred to in section 888 .
(4) Where, subsequent to the registration of the constitution, an amendment of the memorandum of association is made affecting the matter of share capital, or another matter, referred to in subsection (2), that subsection shall be read as requiring the memorandum to state the matter as it stands in consequence of that amendment.
Supplemental provisions in relation to constitution and continuance in force of existing memorandum and articles
1007. (1) This section—
(a) contains provisions as to the articles of a PLC,
(b) provides that, in certain circumstances, a default position shall obtain in relation to the articles of a PLC, and
(c) continues in force the memorandum and articles of a PLC registered under the prior Companies Acts.
(2) In this section—
“mandatory provision” means a provision of any of Parts 1 to 14 (as applied by this Part) or of this Part that is not an optional provision;
“optional provision” means a provision of any of Parts 1 to 14 (as applied by this Part) or of this Part that—
(a) contains a statement to the effect, or is governed by provision elsewhere to the effect, that the provision applies save to the extent that the constitution provides otherwise or unless the constitution states otherwise, or
(b) is otherwise of such import.
(3) The articles of a PLC may contain regulations in relation to the PLC.
(4) So far as the articles of a PLC do not exclude or modify an optional provision, that optional provision shall apply in relation to the PLC.
(5) Articles, instead of containing any regulations in relation to the PLC, may consist solely of a statement to the effect that the provisions of the Companies Act 2014 are adopted and, if the articles consist solely of such a statement, subsection (4) shall apply.
(6) The memorandum and articles of a PLC registered before the commencement of this section shall, save to the extent that they are inconsistent with a mandatory provision, continue in force but may be altered or added to under and in accordance with the conditions under which memorandums or articles, whenever registered, are permitted by this Act to be altered or added to.
(7) References in the provisions of a memorandum or articles so continued in force to any provision of the prior Companies Acts shall be read as references to the corresponding provision of this Act.
(8) To the extent that a PLC registered before the commencement of this section was, immediately before that commencement, governed by—
(a) the regulations of Part I of Table A in the First Schedule to the Act of 1963, or
(b) the regulations of any Table referred to in section 3(9)(b), (c) or (d) of the Act of 1963,
it shall, after that commencement, continue to be governed by those regulations but—
(i) this is save to the extent that those regulations are inconsistent with a mandatory provision,
(ii) those regulations may be altered or added to under and in accordance with the conditions under which articles, whenever registered, are permitted by this Act to be altered or added to, and
(iii) references in the regulations to any provision of the prior Companies Acts shall be read as references to the corresponding provision of this Act.
Provisions as to names of PLCs
1008. (1) The name of a PLC shall end with one of the following:
— public limited company;
— cuideachta phoiblí theoranta.
(2) The words “public limited company” may be abbreviated to “p.l.c.” or “plc” (including either such abbreviation in capitalised form) in any usage after the company’s registration by any person including the PLC.
(3) The words “cuideachta phoiblí theoranta” may be abbreviated to “c.p.t.” or “cpt” (including either such abbreviation in capitalised form) in any usage after the company’s registration by any person including the PLC.
(4) A PLC carrying on business under a name other than its corporate name shall register in the manner directed by law for the registration of business names but the use of the abbreviations set out in subsection (2) or (3) shall not of itself render such registration necessary.
Trading under a misleading name
1009. (1) Subject to subsection (6), neither a body that is not a PLC nor an individual shall carry on any trade, profession or business under a name which includes, as its last part, the words “public limited company”, or “cuideachta phoiblí theoranta” or abbreviations of those words.
(2) If a body or individual contravenes subsection (1), the body or individual and, in the case of a body, any officer of it who is in default, shall be guilty of a category 3 offence.
(3) A PLC shall not, in the following circumstances, use a name which may reasonably be expected to give the impression that it is any type of a company other than a PLC or that it is any other form of body corporate.
(4) Those circumstances are circumstances in which the fact that it is a PLC is likely to be material to any person.
(5) If a PLC contravenes subsection (3), the PLC and any officer of it who is in default shall be guilty of a category 3 offence.
(6) Subsection (1) shall not apply to any company—
(a) to which Part 21 applies, and
(b) which has provisions in its constitution that would entitle it to rank as a PLC if it had been registered in the State.
Restriction on commencement of business by a PLC
1010. (1) A company registered as a PLC on its original incorporation or pursuant to a merger or division shall not do business or exercise any borrowing powers unless the Registrar has issued to it a certificate under this section or the PLC is re-registered as another type of company.
(2) The Registrar shall issue to a PLC a certificate under this section if, on an application made to him or her in the prescribed form by the PLC, the Registrar is satisfied that the nominal value of the PLC’s allotted share capital is not less than the authorised minimum and there is delivered to the Registrar a declaration complying with subsection (3).
(3) The declaration mentioned in subsection (2) shall be in the prescribed form and signed by a director or secretary of the PLC and shall state—
(a) that the nominal value of the PLC’s allotted share capital is not less than the authorised minimum,
(b) the amount paid up, at the time of the application, on the PLC’s allotted share capital,
(c) the amount, or estimated amount, of the preliminary expenses of the PLC and the persons by whom any of those expenses have been paid or are payable, and
(d) any amount or benefit paid or given or intended to be paid or given to any promoter of the PLC, and the consideration for the payment or benefit.
(4) For the purposes of subsection (2), a share allotted in pursuance of an employees’ share scheme may not be taken into account in determining the nominal value of the PLC’s allotted share capital unless it is paid up at least as to one-quarter of the nominal value of the share and the whole of any premium on the share.
(5) The Registrar may accept a declaration delivered to him or her under subsection (2) as sufficient evidence of the matters stated therein.
(6) A certificate under this section in respect of any PLC shall be conclusive evidence that the PLC is entitled to do business and exercise any borrowing powers.
(7) If a PLC does business or exercises borrowing powers in contravention of this section, the PLC and any officer of it who is in default shall be guilty of a category 3 offence.
(8) Subject to subsection (9), the provisions of this section are without prejudice to the validity of any transaction entered into by a PLC.
(9) If a PLC enters into a transaction in contravention of those provisions and fails to comply with its obligations in connection with them within 21 days after the date on which it is called upon to do so, the directors of the PLC shall be jointly and severally liable to indemnify the other party to the transaction in respect of any loss or damage suffered by that party by reason of the failure of the PLC to comply with those obligations.
Capacity of a PLC
1011. (1) A PLC shall have the capacity to do any act or thing stated in the objects set out in its memorandum.
(2) For the purposes of subsection (1)—
(a) the reference in it to an object includes a reference to anything stated in the memorandum to be a power to do any act or thing (whether the word “power” is used or not),
(b) if an object is stated in the PLC’s memorandum without the following also being stated in relation to it, the capacity of the PLC extends to doing any act or thing that appears to it to be requisite, advantageous or incidental to, or to facilitate, the attainment of that object and that is not inconsistent with any enactment,
and a subsequent reference in this Part to an object of a PLC shall be read accordingly.
Capacity not limited by a PLC’s constitution
1012. (1) The validity of an act done by a PLC shall not be called into question on the ground of lack of capacity by reason of anything contained in the PLC’s objects.
(2) A member of a PLC may bring proceedings to restrain the doing of an act which, but for subsection (1), would be beyond the PLC’s capacity but no such proceedings shall lie in respect of any act to be done in fulfilment of a legal obligation arising from a previous act of the PLC.
(3) Notwithstanding the enactment of subsection (1), it remains the duty of the directors to observe any limitations on their powers flowing from the PLC’s objects and action by the directors which, but for subsection (1), would be beyond the PLC’s capacity may only be ratified by the company by special resolution.
(4) A resolution ratifying such action shall not affect any liability incurred by the directors or any other person; if relief from any such liability is to be conferred by the company it must be agreed to separately by a special resolution of it.
(5) A party to a transaction with a PLC is not bound to enquire as to whether it is permitted by the PLC’s objects.
Alteration of objects clause by special resolution
1013. (1) Subject to subsection (2), a PLC may, by special resolution, alter the provisions of its memorandum of association by abandoning, restricting or amending any existing object or by adopting a new object and any alteration so made shall be as valid as if originally contained therein, and be subject to alteration in like manner.
(2) If an application is made to the court in accordance with this section for the alteration to be cancelled, it shall not have effect except in so far as it is confirmed by the court.
(3) Subject to subsection (4), an application under this section may be made—
(a) by the holders of not less, in the aggregate, than 15 per cent in nominal value of the PLC’s issued share capital or any class thereof, or
(b) by the holders of not less than 15 per cent of the PLC’s debentures, entitling the holders to object to alterations of its objects.
(4) An application shall not be made under this section by any person who has consented to or voted in favour of the alteration.
(5) An application under this section shall be made within 21 days after the date on which the resolution altering the PLC’s objects was passed and may be made on behalf of the persons entitled to make the application by such one or more of their number as they may appoint in writing for the purpose.
(6) On an application under this section, the court may—
(a) make an order cancelling the alteration or confirming the alteration, either wholly or in part, and on such terms and conditions as it thinks fit, and
(b) if it thinks fit, adjourn the proceedings in order that an arrangement may be made to the satisfaction of the court for the purchase of the interests of dissenting members and may give such directions and make such orders as it may think expedient for facilitating or carrying into effect any such arrangement.
(7) An order under this section may, if the court thinks fit, provide for the purchase by the PLC of the shares of any members of the PLC and for the reduction accordingly of the PLC’s company capital and may make such alterations in the constitution of the PLC as may be required in consequence of that provision; and such a purchase may be so ordered notwithstanding anything in section 102 .
Supplemental provisions in relation to section 1013
1014. (1) Where an order under section 1013 requires the PLC not to make any, or any specified, alteration in its constitution, then, notwithstanding anything in this Act, but subject to the provisions of the order, the PLC shall not have power, without the leave of the court, to make any such alteration in contravention of that requirement.
(2) Any alteration in the constitution of a PLC made by virtue of an order under section 1013 , other than one made by resolution of the PLC, shall be of the same effect as if duly made by resolution of the PLC and the provisions of this Act shall apply to the constitution as so altered accordingly.
(3) Notice of the meeting at which the special resolution altering a PLC’s objects is intended to be proposed shall be given to any holders of the PLC’s debentures that entitle the holders to object to alterations of its objects; that notice shall be the same as that given to members of the PLC, so however that not less than 10 days’ notice shall be given to the holders of any such debentures.
(4) If the written resolution procedure is used in the matter, notice, which shall not be less than 10 days, of the proposed use of that procedure shall, together with a copy of the proposed text of the resolution, be given to the debenture holders referred to in subsection (3).
(5) In default of any provisions in the PLC’s constitution regulating the giving to the foregoing debenture holders of notice referred to in subsection (3) or (4), the provisions of Part 4 or, as the case may be, of the PLC’s constitution regulating the giving of notice to members shall apply.
(6) Where a PLC passes a resolution altering its objects—
(a) if no application is made under section 1013 with respect to the alteration, it shall, within 15 days after the end of the period for making such an application, deliver to the Registrar a copy of its memorandum of association as altered, and
(b) if such an application is made, it shall—
(i) forthwith give notice of that fact to the Registrar, and
(ii) within 15 days after the date of any order cancelling or confirming the alteration, deliver to the Registrar a certified copy of the order and, in the case of an order confirming the alteration, a copy of the memorandum as altered.
(7) The court may, by order, at any time extend the time for delivery of documents to the Registrar under subsection (6)(b) for such period as the court may think proper.
(8) If a PLC makes default in giving notice or delivering any document to the Registrar as required by subsection (6), the PLC and any officer of it who is in default shall be guilty of a category 4 offence.
Alteration of articles by special resolution
1015. (1) Subject to the provisions of this Act and to the conditions contained in its memorandum, a PLC may, by special resolution, alter or add to its articles.
(2) Any alteration or addition so made in the articles shall, subject to the provisions of this Act, be as valid as if originally contained therein and be subject in like manner to alteration by special resolution.
Power to alter provisions in memorandum which could have been contained in articles
1016. (1) Subject to subsection (2), sections 32 (4) and (5) and 212 , any provision contained in a PLC’s memorandum which could lawfully have been contained in articles instead of in the memorandum may, subject to the provisions of this section, be altered by the PLC by special resolution.
(2) If an application is made to the court for the alteration to be cancelled, it shall not have effect except in so far as it is confirmed by the court.
(3) This section shall not apply where the memorandum itself provides for or prohibits the alteration of all or any of the foregoing provisions, and shall not authorise any variation or abrogation of the special rights of any class of members.
(4) Section 1013 (3) to (7) (other than subsection (3)(b)) and Section 1014 (other than subsections (3) to (5)) shall apply in relation to any alteration and to any application made under this section as they apply in relation to alterations and to applications made under those sections.
Official seal for sealing securities
1017. (1) A PLC may have for use, for sealing—
(a) securities issued by the company, and
(b) documents creating or evidencing securities so issued,
an official seal which is a facsimile of the common seal of the company with the addition on its face of the word “Securities” or the word “Urrúis”.
(2) Where a company was incorporated before 3 April 1978 and which has such an official seal as is mentioned in subsection (1), the following provisions apply:
(a) the company may use the seal for sealing such securities and documents as are mentioned in that subsection notwithstanding anything in any instrument constituting or regulating the company or in any instrument made before 3 April 1978 which relates to any securities issued by the company; and
(b) any provision of an instrument referred to in paragraph (a) which requires any such securities or documents to be signed shall not apply to the securities or documents if they are sealed with that seal.
(3) Where a company has such an official seal as is mentioned in subsection (1) then section 99 (1) shall apply to the company as if after “common seal of the company” there were inserted “or the seal kept by the company by virtue of section 1017 ”.
Status of existing PLC
1018. (1) A public limited company incorporated under the prior Companies Acts and in existence immediately before the commencement of this section shall continue in existence and be deemed to be a PLC to which this Part applies.
(2) In subsection (1) “public limited company incorporated under the prior Companies Acts” includes an old public limited company (within the meaning of the Companies (Amendment) Act 1983 ) that re-registered as a public limited company under that Act as well as a public limited company that any company re-registered as under the prior Companies Acts.
(3) Reference, express or implied, in this Act to the date of registration of a company mentioned in a preceding subsection shall be read as a reference to the date on which the company was registered under the Joint Stock Companies Act 1862, the Companies (Consolidation) Act 1908 or the prior Companies Acts, as the case may be.
The text in italics on this page is sourced from the Irish Statute Book and is re-published under the Licence for Re-Use of Public Sector Information made pursuant to Directive 2003/98/EC Directive 2013/37/EU of the European Parliament and of the Council on the re-use of public sector information transposed into Irish law by the European Communities (Re-Use of Public Sector Information) Regulations 2005 to 2015.