Ireland · The public limited company
Forming a public limited company, its constitution, its name and the trading certificate
the Companies Act 2014 · sections 1005, 1006, 1008 to 1010, 1012 and 1014
Where the problem is
Registration of a PLC is refused unless the activity test is met. A PLC may 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 mentioned in its memorandum (section 1005). A shelf company with no stated Irish activity does not reach registration.
The name is controlled in both directions. The name of a PLC must end with public limited company or with cuideachta phoibli theoranta (section 1008(1)). A body that is not a PLC, and an individual, may not carry on any trade, profession or business under a name whose last part includes those words, subject to section 1009(6) (section 1009(1)). A PLC may not use a name that may reasonably be expected to give the impression it is another type of company or another form of body in the circumstances section 1009(3) describes.
What the Companies Act 2014 requires
The constitution of a PLC is in the form of a memorandum and articles of association, which together are the constitution, subject to section 1006(3) (section 1006(1)). The memorandum must state the name, that the company is a public limited company registered under Part 17, its objects, that the liability of members is limited, and the further matters section 1006(2) lists. The constitution must also state the number of shares taken by each subscriber, which may not be fewer than one, and the further matters section 1006(3) sets out.
Sections 1010, 1012 and 1014 govern the commencement of business, the trading certificate and the capacity of a PLC, together with the alteration of the objects clause. Notice of the meeting at which the special resolution altering the objects is to be proposed must be given to any holders of debentures that carry the entitlement section 1014(3) describes, the written resolution route requires notice of not less than 10 days (section 1014(4)), and where no application is made under section 1013, the PLC must file within 15 days after the end of the period allowed for such an application (section 1014(6)(a)).
The tool that solves it
Files 122 and 123 of the IE-COMPANY package cover this situation. File 122 works through formation, the memorandum and articles, the subscribers and the name, including any trading name. File 123 works through the commencement of business, the trading certificate, capacity and any alteration of the objects clause with the dates of each notice and filing.
This situation is covered by these files from the pack IE-COMPANY
- File 122 · The public limited company: formation, constitution and name
- File 123 · The PLC: commencement of business, capacity and the trading certificate
Files for this situation
Free · this situation only
The working files named above cover this situation. You take them from your free ComplianceSME account when this situation arises, and you come back to the site for the next situation.
You take the starter pack first: PRINT_ME_FIRST.pdf, the training file T_TRAIN, the four volumes of the reference file T_HELP, and File 1, which builds the ENTITY_PASSPORT.md that the other files require. The situations open in your account once you have taken the starter pack.
Take the files for this situationThe free system
Free · with a free account
The ComplianceSME system for the Companies Act 2014 is free. It needs a free ComplianceSME account and runs inside your own Claude account. It holds 215 working files, the training file, the reference file in four volumes, the regulation analysis, the final review with the gap analysis, and the report assembly. You take the starter pack first, and after that the files for one situation at a time, as each situation arises.
The starter pack holds PRINT_ME_FIRST.pdf, the training file T_TRAIN, the four volumes of the reference file T_HELP, and File 1, which builds the ENTITY_PASSPORT.md that every other working file requires. Print PRINT_ME_FIRST.pdf and read it before any other file.
The system runs in your own Claude account. Upload the files, type START, and the system asks you one question at a time until it has built your documentation, citing the section at every point.
Take the starter packComplianceSME tracks the Companies Act 2014 and issues update files through the membership, so that you are never working from a superseded version. Membership