Ireland · The public limited company
The PLC board, uncertificated securities, serious loss of capital and other PLC requirements
the Companies Act 2014 · sections 1087D, 1087G, 1088, 1090 to 1092, 1096, 1098, 1111 to 1113, 1117, 1119, 1121 and 1123
Where the problem is
A serious loss of capital triggers a meeting, not a note in the accounts. Where the net assets of a PLC are half or less of the amount of the PLC's called-up share capital, the directors must act as section 1111(1) requires. The extraordinary general meeting must be convened for the purpose of considering whether any, and if so what, measures should be taken, and for the further purposes section 1111(2) sets out. A board that reports the position and continues has not met the section.
Record dates for uncertificated securities are constrained. The day determined by a participating issuer under section 1096(1) may not be more than 7 days before the day that the notices of the meeting are sent (section 1096(2)). Where a meeting to which section 1087G(1) applies is adjourned for 14 days or more, and notice of the adjourned meeting is given, section 1087G(3) applies.
What the Companies Act 2014 requires
Sections 1087D, 1087G, 1090 to 1092, 1096 and 1098 govern uncertificated securities, scheme meetings, record dates and acquisitions from dissenters as they apply to a PLC. In its application to a PLC, section 181(1) applies as if the paragraph set out in section 1098 were substituted, subject to section 1102, which changes the notice a PLC must give of a general meeting.
Section 1088 and the sections around it govern the number of directors of a PLC, rotation, remuneration and notice of board meetings. Sections 1111 to 1113, 1117, 1119, 1121 and 1123 govern serious loss of capital, the secretary, voting by directors, audit and the position of debenture holders. Where a summary financial statement is prepared, a copy of that statement and, where it includes what section 1119(5) describes, the further material, must be sent not later than the day specified in section 1119(6).
The tool that solves it
Files 136, 137 and 149 of the IE-COMPANY package cover this situation. File 136 works through uncertificated securities, scheme meetings, record dates and acquisitions from dissenters. File 137 works through the PLC board: the number of directors, rotation, remuneration and notice of meetings. File 149 works through serious loss of capital, the secretary, voting by directors, audit, the summary financial statement and debenture holders.
This situation is covered by these files from the pack IE-COMPANY
- File 136 · Uncertificated securities: scheme meetings, record dates and acquisitions from dissenters
- File 137 · The PLC board: number of directors, rotation, remuneration and notice of meetings
- File 149 · The PLC: serious loss of capital, the secretary, voting by directors, audit and debenture holders
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