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

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.

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).

Working files 136, 137 and 149 of the IE-COMPANY agent toolkit cover this situation. Working file 136 works through uncertificated securities, scheme meetings, record dates and acquisitions from dissenters. Working file 137 works through the PLC board: the number of directors, rotation, remuneration and notice of meetings. Working file 149 works through serious loss of capital, the secretary, voting by directors, audit, the summary financial statement and debenture holders.

• Working file 136 · Uncertificated securities: scheme meetings, record dates and acquisitions from dissenters
• Working file 137 · The PLC board: number of directors, rotation, remuneration and notice of meetings
• Working file 149 · The PLC: serious loss of capital, the secretary, voting by directors, audit and debenture holders

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

• Forming a public limited company and the trading certificate
• 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
• A merger involving a public limited company
• A division involving a public limited company

The Irish library holds all 75 situations →