Companies Act 2014

• (a) the holders of 75 per cent, in nominal value, of the issued shares of that class, consent in writing to the variation, or

• (b) a special resolution, passed at a separate general meeting of the holders of that class, sanctions the variation,

and any requirement (however it is imposed) in relation to the variation of those rights is complied with, to the extent that it is not comprised in the requirements in paragraphs (a) and (b).

• (3) Where—

• (a) the rights are attached to a class of shares in the DAC by the memorandum or otherwise,

• (b) the memorandum or articles contain provision for the variation of those rights, and

• (c) the variation of those rights is connected with the giving, variation, revocation or renewal of an authority for the purposes of section 69(1) or with a reduction of the company’s company capital by either of the means referred to in section 84,

those rights shall not be varied unless—

• (i) the requirement in subsection (2)(a) or (b) is satisfied, and

• (ii) any requirement of the memorandum or articles in relation to the variation of rights of that class is complied with to the extent that it is not comprised in the requirement in subsection (2)(a) or (b).

• (4) Where the rights are attached to a class of shares in the DAC by the memorandum or otherwise and—

• (a) where they are so attached by the memorandum, the articles contain provision with respect to their variation which had been included in the articles at the time of the DAC’s original incorporation, or

• (b) where they are so attached otherwise, the articles contain such provision (whenever first so included),

and in either case the variation is not connected as mentioned in subsection (3)(c), those rights may only be varied in accordance with that provision of the articles.

• (5) Where the rights are attached to a class of shares in the DAC by the memorandum and the memorandum and articles do not contain provisions with respect to the variation of the rights, those rights may be varied if all the members of the DAC agree to the variation.

• (6) The provisions of sections 180 and 181 and the provisions of the DAC’s articles relating to general meetings shall, so far as applicable, apply in relation to any meeting of shareholders required by this section or otherwise to take place in connection with the variation of the rights attached to a class of shares and shall so apply with the necessary modifications and subject to the following provisions, namely:

• (a) the necessary quorum at any such meeting, other than an adjourned meeting, shall be 2 persons holding or representing by proxy at least one-third in nominal value of the issued shares of the class in question and at an adjourned meeting one person holding shares of the class in question or his or her proxy;

• (b) any holder of shares of the class in question present in person or by proxy may demand a poll.

• (7) Any amendment of a provision contained in the articles of a DAC for the variation of the rights attached to a class of shares or the insertion of any such provision into the DAC’s articles shall itself be treated as a variation of those rights.

• (8) Section 89 shall apply in relation to a variation, pursuant to this section, of rights attached to any class of shares as it applies in relation to a variation, pursuant to section 88, of such rights.

• (9) References to the variation of the rights attached to a class of shares in—

• (a) this section, and

• (b) except where the context otherwise requires, in any provision for the variation of the rights attached to a class of shares contained in the DAC’s memorandum or articles,

shall include references to their abrogation.

• (10) Nothing in subsections (2) to (5) shall be read as derogating from the powers of the court under section 1287 or any of the following sections, that is to say, sections 212, 453, 455, 974 and 975.

983. Application of section 114 in relation to DACs

983. In its application to this Part, section 114 shall apply as if each reference in it to the acquisition and holding of shares in a company included, in a case where the holding company is a DAC limited by guarantee, a reference to becoming, and being, a member of the company otherwise than by means of acquiring and holding shares.

984. Uncertificated transfer of securities

984. Sections 1085 to 1087 shall apply to securities of a DAC as they apply to securities of a PLC.

F848[Chapter 3A Dematerialisation of applicable securities

984A. Interpretation

F849[984A. In this Chapter –

"applicable securities" means transferable securities as defined in point (44) of Article 4(1) of Directive 2014/65/EU that are –

• (a) issued by a relevant issuer, and

• (b) admitted to trading or traded on a trading venue;

"central securities depository" has the same meaning as it has in section 1087A;

"certificate" means any certificate, or other document of, or evidencing, title to applicable securities, other than any register of securities;

"CSD Regulation" has the same meaning as it has in section 1087A;

"nominee" means, in respect of a central securities depository, any body as may from time to time be nominated by or on behalf of that central securities depository to hold applicable securities represented in that central securities depository’s securities settlement system;

"relevant issuer" means a DAC that has issued securities that are applicable securities;

"trading venue" has the same meaning as it has in section 1087I.]

984B. F850[Application of Chapter

984B. This Chapter shall apply –

• (a) from 1 January 2023, to applicable securities issued after that date, and

• (b) from 1 January 2025, to any applicable securities issued on or before 1 January 2023.]

984C. F851[Abolition of certificates in respect of applicable securities

984C. A relevant issuer is not required to issue certificates in respect of applicable securities under this Act or any other enactment, and any certificates in issue in respect of applicable securities shall have no legal effect for the purpose of evidence of ownership of those securities or otherwise.]

984D. F852[Transfer of applicable securities of DAC

984D. Notwithstanding section 94, section 2 (1) of the Stock Transfer Act 1963 or any other enactment, a written instrument of transfer shall not be necessary to transfer the title to applicable securities that are transferred –

• (a) from a central securities depository or its nominee to any holder of the rights or interests in those securities,

• (b) from one central securities depository or its nominee to another central securities depository or its nominee, or

• (c) to a central securities depository or its nominee from any holder of the rights or interests in those securities.]

984E. F853[Disapplication of certain provisions to applicable securities

984E. Section 99(2), (3), (4), (5) and (9) shall not apply to applicable securities.]

984F. F854[Disapplication of requirement for certificate in respect of applicable securities

984F. Any provision contained in –

• (a) a DAC’s constitution,

• (b) any resolution of a DAC, a DAC’s directors or the holders of applicable securities of a DAC, or

• (c) the terms of issue of any applicable securities,

(however worded and whether express or implied), requiring a certificate in respect of applicable securities of the company shall not apply.]

984G. F855[Representation of applicable securities

984G. Nothing in this Chapter shall affect or restrict a DAC arranging for applicable securities to be represented in book-entry form as immobilisation or dematerialisation by a central securities depository or its nominee.]

CHAPTER 4 Corporate governance

985. Directors

985. (1) A DAC shall have at least 2 directors.

• (2) Nothing in Parts 1 to 14 that makes provision in the case of a company having a sole director shall apply to a DAC.

986. Limitation on number of directorships

986. For the purposes of this Part section 142 shall apply as if the following subsection were substituted for subsection (1):

• “(1) A person shall not, at a particular time, be a director of more than—

  • (a) 25 designated activity companies, or

  • (b) 25 companies, one, or more than one, of which is a designated activity company and one, or more than one, of which is any other type of company capable of being wound up under this Act.”.

987. Membership of DAC limited by guarantee confined to shareholders

987. For the avoidance of doubt, no person, other than a subscriber to its memorandum or a person who is subsequently allotted a share in it and entered on its register of members, may be a member of a DAC limited by guarantee.

988. DAC, with 2 or more members, may not dispense with holding of a.g.m.

988. Section 175(3) and (4) (which relate to dispensing with the holding of an annual general meeting) shall not apply to a DAC if it has more than one member.

989. Application of section 193 in relation to a DAC

989. Section 193 shall apply to a DAC as if, in subsection (1), after “Notwithstanding any provision to the contrary in this Act”, there were inserted “and unless the constitution provides otherwise”.

990. Application of section 194 in relation to a DAC

990. Section 194 shall apply to a DAC as if after “Notwithstanding any provision to the contrary in this Act,”, in each place where it occurs in subsections (1) and (4) there were inserted “and unless the constitution provides otherwise,”.

CHAPTER 5 Financial statements, annual return and audit

991. Non-application of Part 6 to DACs that are credit institutions or insurance undertakings

991. Part 6 shall not apply to a DAC that is a credit institution or an insurance undertaking—

• (a) to the extent provided by regulations made under section 3 of the European Communities Act 1972 to give effect to Community acts on accounts of credit institutions and insurance undertakings, respectively; or

• (b) to the extent provided by any other enactment.

992. Requirement for corporate governance statement and modification of certain provisions of Parts 5 and 6 as they apply to DACs

992. Chapter 3 of Part 23 has effect in relation to, amongst other companies, a DAC that has debentures admitted to trading on a regulated market in an EEA state.

993. Modification of definition of “IAS Regulation” in the case of DACs

993. Section 1116 (modification of definition of “IAS Regulation”) shall apply in the case of a DAC as it applies in the case of PLC.

994. Application of sections 297, 350 and 362 to a DAC

994. F856[…]

995. Disclosures by DAC that is a credit institution

995. In addition to its having effect in relation to a public limited company, section 1120 shall have effect in relation to a DAC.

996. Exemption from filing with Registrar financial statements, etc.

996. (1) Sections 347 and 348 shall not apply to a DAC if it satisfies the following conditions:

• (a) it has been formed for charitable purposes, and

• (b) it stands exempted from those sections by an order made by the relevant authority (which order the relevant authority is, by virtue of this section, empowered to make),

and the exemption provided by that order may, as the relevant authority considers appropriate, be either for an indefinite or a limited period.

• (2) The following provisions have effect in relation to a DAC referred to in subsection (1):

• (a) unless the DAC is entitled to and has availed itself of the audit exemption conferred by Chapter 15 or 16 of Part 6, the statutory auditors of the DAC shall prepare a separate report to the directors which—

• (i) confirms that they audited the relevant statutory financial statements for the relevant financial year; and

• (ii) includes within it the report made to the members of the DAC pursuant to section 391;

and

• (b) a copy of the report prepared under paragraph (a) shall be annexed to the annual return delivered by the DAC to the Registrar.

• (3) The reference in subsection (2) to a copy of the report prepared under paragraph (a) of it is a reference to a copy that satisfies the following conditions:

• (a) it is a true copy of the original save for the difference that the signature or signatures on the original, and any date or dates thereon, shall appear in typeset form on the copy; and

• (b) it is accompanied by a certificate of a director and the secretary of the company, that bears the signature of the director and the secretary in electronic or written form, stating that the copy is a true copy of the original (and the foregoing statement need not be qualified on account of the difference permitted by paragraph (a) as to the form of a signature or of a date).

• (4) F857[…]

• (5) F857[…]

• (6) In this section “relevant authority” means—

• (a) before the establishment day (within the meaning of the Charities Act 2009), the Commissioners of Charitable Donations and Bequests for Ireland, and

• (b) on or after the foregoing day, the Charities Regulatory Authority.

CHAPTER 6 Liability of contributories in winding up

997. Liability as contributories of past and present members and provision concerning winding up after certain re-registration

997. (1) Subject to subsection (2), in the event of a DAC being wound up, every present and past member shall be liable to contribute to the assets of the DAC to an amount sufficient for payment of its debts and liabilities, and the costs, charges and expenses of the winding up, and for the adjustment of the rights of the contributories among themselves.

• (2) The following qualifications apply in relation to subsection (1):

• (a) in the case of a DAC limited by shares, no contribution shall be required from any member exceeding the amount, if any, unpaid on the shares in respect of which he or she is liable as a present or past member;

• (b) in the case of a DAC limited by guarantee, no contribution shall, subject to subsection (3), be required from any member exceeding the amount undertaken to be contributed by him or her to the assets of the DAC in the event of its being wound up;

• (c) a past member shall not be liable to contribute if he or she has ceased to be a member for one year or more before the commencement of the winding up;

• (d) a past member shall not be liable to contribute in respect of any debt or liability of the DAC contracted after he or she ceased to be a member;

• (e) a past member shall not be liable to contribute unless it appears to the court that the existing members are unable to satisfy the contributions required to be made by them in pursuance of this Act;

• (f) nothing in this Act shall invalidate any provision contained in any policy of insurance or other contract whereby the liability of individual members on the policy or contract is restricted, or whereby the funds of the DAC are alone made liable in respect of the policy or contract;

• (g) a sum due to any member of the DAC, in his or her character of a member, by way of dividends, profits or otherwise, shall not be deemed to be a debt of the company, payable to that member in a case of competition between himself or herself and any other creditor not a member of the DAC, but any such sum may be taken into account for the purpose of the final adjustment of the rights of the contributories among themselves.

• (3) In a winding up of a DAC limited by guarantee, every member of the DAC shall be liable, in addition to the amount undertaken to be contributed by him or her to the assets of the DAC in the event of its being wound up, to contribute to the extent of any sums unpaid on any shares held by him or her.

• (4) Without prejudice to the application of that section to a DAC, and its adaptation generally, by section 964 of section 665 (winding up of company that had been an unlimited company before re-registration), paragraph (c) of section 665 shall apply as if the reference in it to section 655(2)(a) were—

• (a) in the case of a DAC limited by shares, a reference to subsection (2)(a) of this section,

• (b) in the case of a DAC limited by guarantee, a reference to subsections (2)(b) and (3) of this section.

CHAPTER 7 Examinerships

998. Petitions for examinerships

998. Section 510 shall apply to a DAC as if the following subsections were substituted for subsections (2) and (3):

• “(2) Where the company referred to in section 509 is an insurer or the holding company of an insurer, a petition may be presented only by the Central Bank, and subsection (1) shall not apply to the company.

• (3) Where the company referred to in section 509 is—

  • (a) a credit institution or the holding company of a credit institution;

  • (b) a company which one or more trustee savings banks have been reorganised into pursuant to an order under section 57 of the Trustee Savings Banks Act 1989; or

  • (c) a company which a building society has converted itself into under Part XI of the Building Societies Act 1989,

  a petition may be presented only by the Central Bank, and subsection (1) shall not apply to the company.”.

CHAPTER 7A Winding Up

998A. F858[Application of Chapter 7 of Part 11 to DACs

998A. For the purposes of Directive 2014/59/EU of the European Parliament and of the Council of 15 May 2014², as amended by Directive (EU) 2017/2399 of the European Parliament and of the Council of 12 December 2017¹ F859[and Directive (EU) 2019/879 of the European Parliament and of the Council of 20 May 2019¹⁷, the application of certain provisions of Chapter 7 of Part 11 is modified, in relation to a DAC, as provided for in Chapter 1A of Part 25.]

CHAPTER 8 Public offers of securities, prevention of market abuse, etc.

999. Application of Chapters 1, 2 and 4 of Part 23 to DACs

999. Chapters 1, 2 and 4 of Part 23, so far as they are applicable to companies other than public limited companies, shall apply to a DAC.

PART 17 PUBLIC LIMITED COMPANIES

CHAPTER 1 Preliminary and definitions

1000. 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);

F860["regulated market" has the meaning given to it by point (21) of Article 4(1) of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (recast)²;]

“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.

F861["Shareholders" Rights Directive’ means Directive (EU) 2007/36/EC of the European Parliament and of the Council of 11 July 2007 on the exercise of certain rights of shareholders in listed companies³, as amended by—

• (a) Directive 2014/59/EU of the European Parliament and of the Council of 15 May 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms and amending Council Directive 82/891/EEC, and Directives 2001/24/EC, 2002/47/EC, 2004/25/EC, 2005/56/EC, 2007/36/EC, 2011/35/EU, 2012/30/EU and 2013/36/EU, and Regulations (EU) No. 1093/2010 and (EU) No. 648/2012, of the European Parliament and of the Council⁴, and

• (b) Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017 amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement¹;]

• (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).

1001. 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.

1002. 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)
F862[Qualification of company based on size of company]	F862[Sections 280A to 280G]
Exemption from consolidation: size of group	F863[…]
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

1003. 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

1004. 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

• F864[(d) the merger, conversion or division operation provided for by the European Union (Cross-Border Conversions, Mergers and Divisions) Regulations 2023 (S.I. No. 233 of 2023).]

• (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.

1005. 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.

1006. 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.

1007. 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.

1008. 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.

1009. 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.

1010. 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.

1011. 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.

1012. 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.

1013. 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.

1014. 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.

1015. 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.

1016. 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.

1017. 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”.

1018. 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.

CHAPTER 3 Share capital

1019. Provisions as to shares transferable by delivery (general prohibition and provision for certain letters of allotment)

1019. (1) The provisions of this section shall, in relation to a PLC, have effect in place of subsections (8) to (10) of section 66.

• (2) In this section—

“bearer instrument” means an instrument, in relation to shares of a PLC, which entitles or purports to entitle the bearer thereof to transfer the shares that are specified in the instrument by delivery of the instrument, and includes a share warrant as that expression was defined by section 88 of the Act of 1963;

“expiry date”, in relation to a permissible letter of allotment, means a date no later than 30 days after the date of the instrument;

“permissible letter of allotment” means a letter of allotment by a PLC to a member of it of—

• (a) bonus shares of the PLC, credited as fully paid;

• (b) shares of the PLC, in lieu of a dividend, credited as fully paid; or

• (c) shares of the PLC allotted provisionally, on which no amount has been paid or which are shares partly paid up, where the shares are allotted in connection with a rights issue or open offer in favour of members and the shares are issued proportionately (or as nearly as may be) to the respective number of shares held by the members of the PLC, there being disregarded for this purpose any exceptions to such proportionality, or arrangements for a deviation from such proportionality, as the directors of the PLC may deem necessary or expedient to make for the purposes of dealing with—

• (i) fractional entitlements; or

• (ii) problems of a legal or practical nature arising under the laws of any territory or requirements imposed by any recognised regulatory body in any territory,

which letter is expressed to be transferable by delivery during a period expiring on its expiry date.

• (3) Save as provided by this section, a PLC shall not have power to issue any bearer instrument.

• (4) If a PLC purports to issue a bearer instrument in contravention of subsection (3), the shares that are specified in the instrument shall be deemed not to have been allotted or issued, and the amount subscribed therefor (and in the case of a non-cash asset subscribed therefor, the cash value of that asset) shall be due as a debt of the PLC to the purported subscriber thereof.

• (5) Subsection (3) shall not apply to an instrument falling within the definition of “permissible letter of allotment” in this section.

• (6) Shares comprised in a permissible letter of allotment shall, until its expiry date, be transferable by renunciation and delivery of the letter, but subject to compliance with such conditions (if any) as may be specified in the letter.

• (7) Where, on the commencement of this section, a PLC has in issue a bearer instrument in relation to shares of the PLC, other than a permissible letter of allotment—

• (a) the PLC shall procure the entry in its register of members of the name of the holder or holders of those shares no later than the expiry of 18 months after that commencement;

• (b) if and to the extent that paragraph (a) is not complied with, the PLC shall enter in its register of members the Minister for Finance as the person entitled to the share or shares concerned and thereupon the Minister for Finance shall become and be the full beneficial owner of that share or those shares.

• (8) Subject to subsection (7), where on the commencement of this section a person has or is entitled to possession of a bearer instrument (other than a permissible letter of allotment), whether as owner or as encumbrancer, nothing in this section shall affect any rights which such person has by virtue of such entitlement or possession, provided that any right to transfer the shares that are specified in it by delivery of the instrument shall cease 21 days before the expiry of the period referred to in subsection (7)(a).

1020. Capacity to make public offers of securities

1020. Save to the extent prohibited by its constitution, a PLC shall have the capacity to offer, allot and issue securities (as defined in Part 3) to the public subject to compliance, where applicable, with Part 23.

1021. Allotment of shares and other securities

1021. (1) No relevant securities may be allotted by a PLC unless the allotment is authorised, either specifically or pursuant to a general authority, by ordinary resolution or by the constitution of the PLC.

• (2) Without prejudice to subsection (1), no shares may be allotted by a PLC unless those shares are comprised in the authorised but unissued share capital of the PLC.

• (3) Any such authority as is referred to in subsection (1) shall state the maximum amount of relevant securities that may be allotted under it and the date on which the authority will expire, which shall be not more than 5 years after whichever is relevant of the following dates:

• (a) in the case of an authority contained at the time of the original incorporation of the PLC in the articles of the PLC, the date of that incorporation, and

• (b) in any other case, the date on which the resolution is passed by virtue of which that authority is given,

but any such authority (including an authority contained in the articles of the PLC) may be previously revoked or varied by the PLC in general meeting.

• (4) Any such authority (whether or not it has been previously renewed under this subsection) may be renewed by the PLC in general meeting for a further period not exceeding 5 years; but the resolution must state (or restate) the amount of relevant securities which may be allotted under the authority or, as the case may be, the amount remaining to be allotted thereunder, and must specify the date on which the renewed authority will expire.

• (5) Notwithstanding that any authorisation conferred by a resolution or the constitution such as is mentioned in subsection (1) has expired, the directors of a PLC may allot relevant securities in pursuance of an offer or agreement previously made by the PLC, if that authorisation enabled the PLC to make an offer or agreement which would or might require relevant securities to be allotted after the authorisation’s expiry.

• (6) A resolution of a PLC to give, vary, revoke or renew such an authority may, notwithstanding that it alters the articles of association of the PLC, be an ordinary resolution.

• (7) Where a PLC allots shares, the shares shall be taken, for the purposes of this Act, to be allotted when a person acquires the unconditional right to be included in the PLC’s register of members in respect of those shares.

• (8) Any director of a PLC who knowingly contravenes, or knowingly permits or authorises a contravention of, a preceding provision of this section shall be guilty of a category 3 offence.

• (9) Where a PLC allots shares, it shall, within 30 days after the date of allotment, deliver particulars of the allotment in the prescribed form to the Registrar.

• (10) If a PLC fails to comply with subsection (9), the PLC and any officer of it who is in default shall be guilty of a category 4 offence.

• (11) Nothing in this section shall affect the validity of any allotment of relevant securities.

• (12) In this section “relevant securities” means, in relation to a PLC—

• (a) shares in the PLC other than shares shown in the memorandum to have been taken by the subscribers thereto or shares allotted in pursuance of an employees’ share scheme, and

• (b) any right to subscribe for, or to convert any security into, shares in the PLC other than shares so allotted,

and any reference in this section to the allotment of relevant securities includes a reference to the grant of such a right but does not include any reference to the allotment of shares pursuant to such a right.

• F865[(13) Section 93 and this section shall not have effect in respect of a company to which the resolution tools, powers or mechanisms provided for in Part 4 of the Bank Recovery and Resolution Regulations are applied or exercised.]

1022. Pre-emption rights

1022. (1) Subject to the provisions of this section and section 1023, a PLC proposing to allot any equity securities—

• (a) shall not allot any of those securities, on any terms—

• (i) to any non-member, unless it has made an offer to each person who holds relevant shares or relevant employee shares in the PLC to allot to him or her, on the same or more favourable terms, a proportion of those securities which is, as nearly as practicable, equal to the proportion in nominal value held by him or her of the aggregate of the relevant shares and relevant employee shares, or

• (ii) to any person who holds relevant shares or relevant employee shares in the PLC, unless it has made an offer to each person who holds relevant shares or relevant employee shares in the PLC to allot to him or her, on the same or more favourable terms, a proportion of those securities which is, as nearly as practicable, equal to the proportion in nominal value held by him or her of the aggregate of the relevant shares and relevant employee shares,

and

• (b) shall not allot any of those securities to any person unless the period during which any such offer may be accepted has expired or the PLC has received notice of the acceptance or refusal of every offer so made.

• (2) In subsection (1)(a)(i) “non-member” means a person who is not a holder of shares (as that expression is to be read by virtue of subsection (11)) in the PLC.

• (3) Subsection (4) applies to any provision of the memorandum or articles of a PLC which requires the PLC, when proposing to allot equity securities consisting of relevant shares of any particular class, not to allot those securities on any terms unless it has complied with the condition that it makes such an offer as is described in subsection (1) to each person who holds relevant shares or relevant employee shares of that class.

• (4) If, in accordance with a provision to which this subsection applies—

• (a) a PLC makes an offer to allot any securities to such a holder, and

• (b) that holder or anyone in whose favour that holder has renounced his or her right to their allotment accepts the offer,

subsection (1) shall not apply to the allotment of those securities and the PLC may allot them accordingly; but this subsection is without prejudice to the application of subsection (1) in any other case.

• (5) Subsection (1) shall not apply in relation to a particular allotment of equity securities if the securities are, or are to be, wholly or partly paid up otherwise than in cash.

• (6) Securities which a PLC has offered to allot to a holder of relevant shares or relevant employee shares may be allotted to that holder or anyone in whose favour that holder has renounced his or her right to their allotment without contravening subsection (1) (b).

• (7) Subsection (1) shall not apply in relation to the allotment of any securities which would, apart from a renunciation or assignment of the right to their allotment, be held under an employees’ share scheme.

• (8) An offer which is required by subsection (1) or by any provision to which subsection (4) applies to be made to any person shall be made by serving it on him or her in the same manner in which notices are authorised to be given by sections 180, 181 and 218.

• (9) Any such offer as is mentioned in subsection (8) shall state a period of not less than 14 days during which the offer may be accepted; and the offer shall not be withdrawn before the end of that period.

• (10) Subsections (8) and (9) shall not invalidate a provision to which subsection (4) applies by reason that that provision requires or authorises an offer thereunder to be made in contravention of one or both of those subsections, but, to the extent that the provision requires or authorises such an offer to be so made, it shall be of no effect.

• (11) In relation to any offer to allot any securities required by subsection (1) or by any provision to which subsection (4) applies, references in this section (however expressed) to the holder of shares of any description shall be read as including references to any person who held shares of that description on any day within the period of 28 days ending with the day immediately preceding the date of the offer which is specified by the directors of the PLC concerned as being the record date for the purposes of the offer.

• (12) Where there is a contravention of subsection (1), (8) or (9) or a provision to which subsection (4) applies, the PLC and every officer of the PLC who knowingly authorised or permitted the contravention, shall be jointly and severally liable to compensate any person to whom an offer should have been made under the subsection or provision contravened for any loss, damage, costs or expenses which that person has sustained or incurred by reason of the contravention.