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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

A PLC cannot pay for shares with work or services and must value non-cash consideration before allotment

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)).

Sections 1021 to 1035 set the rules for allotment authority, non-cash valuation and agreements with relevant persons

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 system generates your ComplianceSME company passport and then walks you through the working files

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

Free, with a free account

The working files above open from your ComplianceSME account at no charge, and so does the rest of the Companies Act 2014 toolkit: 215 working files across the 75 situations a company registered in Ireland can be in. Working file 1 runs first and builds the company passport; after that you open each working file as its situation arises.

A working file runs in Claude. You ask the ComplianceSME connector for it in a dedicated premium seat on the Claude Team plan. It asks one question at a time, then returns the document the Companies Act 2014 names, citing the Act's section at every step. Nothing is downloaded and nothing is installed.

The report stays yours, ready for a bank, an insurer, a customer or an inspector. Your dashboard shows every working file and its state.

Open this working file

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

The PLC continues with formation, share rules, disclosure, buybacks, the board, mergers and divisions

The Irish library holds all 75 situations →