IRELAND Law and Practice Contributed by: Philip Tully, Emma Doherty, Geraldine Carr, Simon Shinkwin and Carlo Salizzo, Matheson LLP
• a private unlimited company with a share capital (ULC); • a public unlimited company with a share capi - tal (PUC); and • a public unlimited company without a share capital (whose liabilities are guaranteed by its members) (PULC). Members of an unlimited company may be held liable on an unlimited basis for the debts of the company in the event of it entering insolvent liq - uidation. ULCs may not offer for sale or list any new securities, but a PUC and PULC may list debt securities. Public Limited Company (PLC) The key distinction between PLCs and private companies is that only PLCs may list their shares on a stock exchange and offer them to the pub - lic. PLCs must have a minimum issued share capital of EUR25,000. A Societas Europaea (SE), the European model company, is regarded as a PLC under the Companies Act. Guarantee Company (CLG) A CLG does not have a share capital and is a popular type of company for charities, sports and social clubs, and property management companies. The members’ liability is limited to the amount they undertake to contribute to the assets of the CLG in the constitution of the com - pany in the event of its winding-up. 3.2 Incorporation Process To incorporate a company in Ireland, certain documents, including the company’s constitu - tion, must be filed with the Companies Regis - tration Office (CRO). Incorporation papers must contain the company name, registered office, directors’ and secretary’s details, subscriber details, the company’s principal activity and the place in Ireland where it proposes to carry on
that activity. The incorporation form includes a declaration that the Companies Act require - ments have been complied with. Under an express incorporation scheme, a com - pany can be incorporated within five working days. Otherwise, it may take two to three weeks to incorporate a company. On incorporation, the CRO will issue the company with a certificate of incorporation. CRO fees are EUR50, and the process is completed online. 3.3 Ongoing Reporting and Disclosure Obligations Documents Presented at the AGM Irish companies must generally present audited financial statements to the annual general meet - ing (AGM) and then publicly file a copy with the company′s annual return in the CRO (including certain disclosures concerning directors’ remu - neration). A directors′ report on the state of affairs of the company and its subsidiaries must be attached to the balance sheet presented before the AGM. For all LTDs and other company types with one member (other than PLCs), a writ - ten procedure is available in place of an AGM. Small and micro companies are subject to fewer public disclosures and more relaxed reporting requirements. Directors′ Additional Disclosures Directors may need to make additional dis - closures to the company if, for example, they hold shares representing more than 1% of the company’s share capital. Directors of compa - nies with assets exceeding EUR12.5 million and a turnover exceeding EUR25 million must also make a prescribed form of compliance state - ment in their directors’ report.
371 CHAMBERS.COM
Powered by FlippingBook