Euro Share and Capital

Renominalisation of share capital (i.e. expressing share capital in convenient euro amounts) is effected by amending the share capital provisions in a company's memorandum and articles of association: adjustments are made to the amounts of the company's authorised and issued share capital.

Section 26  Economic and Monetary Union Act 1998 provided a mechanism for companies to alter their share capital figures to convenient euro amounts. All resolutions under section 26 were required to have been passed by 30 June 2003. Please see Euro Changeover Page.

Change to Share Capital

Any change to a company's share capital can only be made:

  1.  if the company's constitution permits this, and
  2.  by complying with the ordinary provisions in the Companies Acts on the alteration of the capital clause. The relevant provisions are section 68 (increasing share capital) and section 72 (decreasing share capital) of the Companies Act 1963.

(i) Increasing share capital/rounding up

Section 68 of the Companies Act 1963 provides that if the articles of the company so authorise (If model Reg. 44 of Table A Part I is adopted by the company, the company is so authorised), then on the passing of an ordinary resolution in general meeting, a company may increase its share capital by new shares of such amount as it thinks expedient and/or consolidate and divide all or any of its share capital into shares of larger amount than its existing shares.

Section 70 of the 1963 Act requires notice of an increase in a company's share capital to be sent to the CRO within 15 days after the passing of the resolution. If, however, notwithstanding authority conferred by the articles, there is a shareholders agreement in existence whereby the members of the company have agreed inter se not to vote in favour of any increase in share capital, the procedure under section 68 cannot be invoked by that company.

CRO filing requirements: A copy of the resolution, the amended memorandum and articles of association and Form B4 must be sent to the CRO within 15 days. Registration fee - €45.

Link to Forms Page B4    Link to Fees Page     Link to Forms Page G1

(ii) Decreasing share capital/rounding down 

Section 72(1) of the 1963 Act provides that as a general rule, and save as expressly provided by the Companies Acts, it is not lawful for a private company limited by shares or by guarantee and having a share capital to reduce its share capital in any way, unless:

  • the company is authorised by its articles to reduce its share capital ( If model Reg. 46 of Table A, Part I is adopted by the company, the company is so authorised).
  • it passes a special resolution approving the reduction and
  • the alteration is confirmed by the High Court.

The court order is required to be delivered to the CRO with a minute approved by the High Court setting out the new share capital of the company. On registration of the foregoing, the resolution for reducing share capital takes effect.

CRO filing requirements: A copy of the resolution, the amended memorandum and articles of association, and the High Court Order and minute must be sent to the CRO.

Link to Forms Page G1         Link to Fees Page

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