ComplianceSME

Ireland · The public limited company

PLC share issues, payment for shares, non-cash consideration and the expert's report

the Companies Act 2014 · sections 1019, 1021 to 1023, 1025 to 1028, 1030 to 1035, 1037, 1040 and 1043

Where the problem is

A PLC cannot take payment in labour. A PLC may not accept, at any time, in payment up of its shares or of any premium on them, an undertaking given by any person that that person or another should do work or perform services for the PLC or for another person (section 1025(1)). A PLC may not allot a share except as paid up at least as to one quarter of the nominal value of the share and the whole of any premium on it, subject to section 1026(4) (section 1026(1)).

Non-cash consideration is valued before the allotment, not after. Subject to section 1028(2) and sections 1029 and 1031 to 1033, a PLC may not allot shares as fully or partly paid up otherwise than in cash unless the consideration has been independently valued as section 1028(1) requires. A PLC to which a report is made as to the value of the consideration must deliver a copy of the report to the Registrar at the same time as the return of allotments (section 1030(2)).

What the Companies Act 2014 requires

Section 1019 governs bearer instruments and the treatment of any instrument in issue at commencement (section 1019(7)(a)). Sections 1021 to 1023 govern the authority to allot: the authority must state the maximum amount of relevant securities that may be allotted under it and the date on which it expires (section 1021(3)), and it may be renewed by the PLC in general meeting on the terms section 1021(4) sets, whether or not it has been renewed before.

Sections 1031 to 1035 govern the valuation of non-cash consideration and agreements with relevant persons. One or more members holding not less than 5 per cent of the issued shares on the date the resolution is passed may act as section 1032(6) provides. The conditions for a transfer under section 1034 are those set out in section 1034(3), and a PLC that has passed a resolution under section 1034 with respect to the transfer of an asset must deliver a copy to the Registrar within 15 days after the date the resolution was passed (section 1035(3)). Sections 1037, 1040 and 1043 govern shares taken by subscribers and the treatment of own shares held, including the disposal required not later than the end of the relevant period (section 1040(3)).

The tool that solves it

Files 124, 125, 126 and 127 of the IE-COMPANY package cover this situation. File 124 works through bearer instruments, the authority to allot and pre-emption rights. File 125 works through subscription and payment for shares and the expert's report on non-cash consideration. File 126 works through the valuation itself and agreements with relevant persons. File 127 works through shares taken by subscribers and the treatment of own shares held.

This situation is covered by these files from the pack IE-COMPANY

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 situation

The 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 pack

ComplianceSME tracks the Companies Act 2014 and issues update files through the membership, so that you are never working from a superseded version. Membership

Back to the Irish library →