Company Capital & Shares

Share Capital

Share Capital refers to the total value of the shares that a company has issued. Every limited company in Ireland must declare, in its constitution, how its share capital is structured. For instance, a company may state that its share capital is divided into shares of €1 each. However, companies in Ireland are not obligated to specify an Authorised Share Capital in their constitution. If the company chooses to include it, the amount of shares the company can issue will be capped at that value.

For example:
A company may have an Authorised Share Capital of €1,000, divided into 1,000 shares of €1 each.

• Nominal Value of shares is the value set at incorporation and remains fixed unless changed via the CRO. For instance, common values include €1, €0.01, or €100.
• Authorised Share Capital is the maximum value of shares the company can issue, e.g., 1,000 shares at €1 each, totalling €1,000.
• Issued Share Capital represents the actual number of shares the company has issued, e.g., if 100 shares are issued at €1 each, the Issued Share Capital will be €100.

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The Rights of Company Members

Company members (shareholders) enjoy specific rights as outlined in the company's constitution and any shareholder agreements. Additionally, the Companies Act 2014 imposes statutory rights and obligations on shareholders, including:

• The right to receive a copy of the company’s constitution.
• The right to receive a share certificate.
• Pre-emption rights, unless dis-applied by the company's constitution.
• The right to transfer shares, subject to the approval of directors (unless otherwise stated in the constitution).

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Meetings:

• Shareholders are entitled to receive timely notices of meetings as per the Companies Act 2014.
• The right to appoint a proxy to attend and vote at meetings on their behalf.
• The right to request copies of the minutes of general meetings.

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Financial Statements and Company Documents:

• Shareholders have the right to receive copies of the company’s financial statements, Directors' Reports, and Auditors' Reports.
• They also have the right to inspect internal company registers, such as the Register of Members, Register of Directors, and Register of Share Transfers.

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Request or Convene General Meetings:

• Shareholders with at least 10% of the company’s Issued Share Capital can request the directors to convene an Extraordinary General Meeting (EGM).
• Shareholders holding at least 50% of the company’s Issued Share Capital can convene an EGM themselves.

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Beneficial Ownership

What is Beneficial Ownership?

A Beneficial Owner is a person who ultimately controls or owns a company, either directly or indirectly, by holding 25% or more of the shares, voting rights, or ownership interest.

Under Irish law, limited companies must register their Beneficial Ownership details with the Central Register of Beneficial Ownership (RBO) within five months of incorporation. Additionally, companies must maintain an internal register of beneficial owners.

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Why Must I Register as a Beneficial Owner with the RBO?

The requirement to register as a Beneficial Owner with the RBO comes from the European Union Anti-Money Laundering Directives. These directives aim to deter money laundering and terrorist financing, while helping regulatory authorities identify individuals hiding ownership or control of Irish companies for illegal purposes.

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Legal Requirements of Limited Companies Regarding Beneficial Ownership:

All Irish companies incorporated after 22 June 2019 must:

• Register their Beneficial Owners with the RBO within five months of incorporation.
• Maintain an internal register of Beneficial Ownership, which must include particulars such as the beneficial owner’s name, address, date of birth, PPS Number, date of entry into the register, and the extent of their interest in the company.

 

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