Shares

PLCs require shareholder or constitutional authorization to allot shares, limited to a specified number and time (up to five years, renewable). Statutory rights of pre-emption protect shareholders, granting them priority to new shares proportionate to their holdings. Exceptions apply to securities paid for non-cash or under employee share schemes. Rights may be modified or waived through special resolutions.

Issuing shares for non-cash consideration is stringently regulated. A minimum of 25% of the nominal value must be paid on allotment, except under employee share schemes. Any non-cash consideration must be independently valued, with detailed reports filed with the Companies Registration Office (CRO). Certain securities and money market instruments can be allotted based on fair valuation under specific conditions, though shareholders may request independent review.

Non-compliance, including issuing shares for unapproved consideration or failing to file required returns, incurs financial and legal penalties. These measures ensure equity, prevent undervaluation of company assets, and protect existing shareholders’ interests while maintaining trust in public markets. This reflects a balance between enabling corporate flexibility and safeguarding stakeholders.

Read a detailed Article on this subject with the Legislation and Cases, browse Irish Legal Guide  or Contact Us for advice below.