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

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.

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)).

Working files 122 and 123 of the IE-COMPANY agent toolkit cover this situation. Working file 122 works through formation, the memorandum and articles, the subscribers and the name, including any trading name. Working 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.

• Working file 122 · The public limited company: formation, constitution and name
• Working file 123 · The PLC: commencement of business, capacity and the trading certificate

ComplianceSME tracks the Companies Act 2014 and updates the toolkit on your account through the Compliance Complete account, so that you are never working from a superseded version. Compliance Complete

• PLC share issues, payment and non-cash consideration
• Disclosing an interest in a PLC's shares
• A PLC acquiring its own shares and making a distribution
• The PLC board, serious loss of capital and other PLC requirements
• A merger involving a public limited company
• A division involving a public limited company

The Irish library holds all 75 situations →