Ireland · Shares, company capital and dividends
Issuing shares, calls on shares, lien, forfeiture and financial assistance
the Companies Act 2014 · sections 66 to 71, 75, 77 and 80 to 82
Where the problem is
Most allotment failures are procedural rather than commercial. No shares may be allotted unless the allotment is authorised, either specifically or under a general authority, by ordinary resolution or by the constitution (section 69(1)), and where the constitution states an authorised share capital, that ceiling binds as well (section 69(2)). Shares may not be allotted at a discount to their nominal value (section 71(2)), and any value received above nominal value goes to the share premium account (section 71(5)).
The pre-emption rule catches companies that issue to a new investor in a hurry. A company proposing to allot shares may not allot them to a non-member unless it has first offered them to each holder of relevant shares of the class concerned (section 69(6)). The offer has to be served in the same manner as a notice (section 69(9)), and it may not be withdrawn before the end of the period the offer specifies (section 69(10)). The filing then follows: particulars in the prescribed form within 30 days after the date of allotment (section 70(7)).
What the Companies Act 2014 requires
Shares in the capital of a company must have a nominal value (section 66(1)), and a company has no power to issue a bearer instrument (section 66(9)). Section 68 controls the extent to which a private company may offer its securities to the public. Section 75 permits certain arrangements but does not permit any share to be issued at a discount to its nominal value (section 75(3)).
Calls, lien and forfeiture run on their own notice periods. A member must receive at least 30 days' notice specifying the time or times and place of payment before the called amount falls due (section 77(4)). A lien may only be enforced once a written notice stating and demanding payment of the part immediately payable has been given to the registered holder or the person entitled by transmission (section 80(6)). A forfeiture notice must specify a further day not earlier than 14 days after service, and must state what happens if payment is not made by that day (section 81(3)). Section 82 governs financial assistance by a company for the acquisition of its own shares.
The tool that solves it
Files 6, 7 and 8 of the IE-COMPANY package cover this situation. File 6 asks about nominal value, numbering and the limit on offers of securities. File 7 works through the authority for each allotment, the pre-emption offer, the consideration and the 30-day filing. File 8 works through calls, lien, forfeiture and any financial assistance given, and asks for the notice and resolution evidence behind each one.
This situation is covered by these files from the pack IE-COMPANY
- File 6 · Shares, nominal value, numbering and the limit on offers of securities to the public
- File 7 · Allotment of shares and payment for them
- File 8 · Calls on shares, lien, forfeiture and financial assistance
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