Ireland · Branches, existing bodies, public offers and investment companies
Public offers of securities: prospectus statements, minimum subscription and local offers
the Companies Act 2014 · sections 1353 and 1358 to 1361
Where the problem is
An offer that fails to reach its minimum subscription does not simply lapse. Where section 1359(2) applies, all money received from applicants for shares must be repaid forthwith after the events section 1359(2)(a) identifies, and the further consequence in section 1359(2)(b) then follows. Money retained past that point is held without authority.
An avoided allotment creates a filing as well as a refund. Where an allotment is avoided under section 1360, the PLC must, within 30 days after the date of avoidance, deliver to the Registrar what section 1360(2) requires. The company that refunds the applicants and stops there has left the register showing an allotment that no longer exists.
What the Companies Act 2014 requires
Sections 1353 and 1358 to 1361 govern public offers of securities: the statements that must accompany an offer, the minimum subscription, the treatment of local offers and the consequences of an offer that does not proceed. The Part sits alongside the separate prospectus regime, so satisfying one does not answer the other.
The obligations here fall on the company making the offer and on the officers responsible for the offer document. That is why the file asks who approved the document and on what date, rather than only what the document said.
The tool that solves it
File 172 of the IE-COMPANY package covers this situation on its own. It works through each offer made, the statements included, the minimum subscription set and reached, the treatment of application money, any allotment avoided and the notification that followed, with the date of each step recorded as evidence.
This situation is covered by these files from the pack IE-COMPANY
- File 172 · Public offers of securities: prospectus statements, minimum subscription and local offers
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. It is engineered for Claude and runs in a dedicated Claude account. It holds 215 working files. 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 is engineered for Claude and runs in a dedicated 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
- Investment companies, umbrella funds and migration
- Foreign insolvency judgments, partnership size limits and signing by credit institutions
- Reports on payments to governments
- The statutory audit regime and public-interest entities
- Sustainability reporting and its assurance
- Schedule 3: the balance sheet and profit and loss formats
- Schedule 3: accounting principles, historical cost and fair value
- Schedule 3: the notes to the accounts
- Schedule 4: consolidating the group financial statements
- The small companies regime: Schedules 3A and 4A
- The micro companies regime: Schedule 3B
- Forming a private company limited by shares
- Company names, name changes and misleading trading names
- The registered office, the company seal and delivery of documents to the Registrar
- Issuing shares, calls, lien and financial assistance
- Altering company capital and varying class rights
- Transferring shares, transmission on death and share certificates
- Buying back own shares, treasury shares and cross-holdings
- Paying a dividend and making a bonus issue
- Company registers, the register of members and rights of inspection
- Holding a general meeting: notice, quorum, proxies and voting
- Written resolutions of members and registering resolutions
- Using the Summary Approval Procedure
- Appointing directors and the secretary, and the EEA-resident director rule