Share Capital Change

Each company with a share capital has an authorised share capital amount which is stated in the memorandum and articles of the company with one exception.
A Private limited by shares company incorporated under Part 2 of the Companies Act 2014 (LTD company) can, if it chooses, not have an authorised share capital figure. Such a company has a single document constitution.

Any increase or reduction in the authorised share capital involves a change to the Constitution of the company which the members must resolve to do.
A reduction of issued share capital generally requires a High Court Order under s84 of the Companies Act 2014 or can be effected using the Summary Approval Procedure.

Share/Stock Transfer Form
With regards to a share/stock form, this form is not a CRO form but should be filed with the Revenue Commissioners. Share transfers will be noted on a company's annual return form. The form can be purchased from a law/legal stationers.

Increase in issued capital of a limited company
Every allotment of shares by a company limited by shares, or by a company limited by guarantee and having a share capital must be notified to the CRO on Form B5 within one month of the date of allotment.
Since the abolition of companies capital duty with effect from 7 December 2005, Form B5 with an effective date on or after that date should be filed directly with the CRO (fee €15). Only a Form B5 that has an effective date prior to 7 December 2005 should now be filed to the Revenue Commissioners, Companies Capital Duty Section, Dublin Region, Stamping District, Stamping Building, Dublin Castle Dublin 2 together with the registration fee (€15 plus appropriate capital duty). Capital duty is a matter for Revenue.

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Warning regarding Form B5
Subsequent amendments to the particulars supplied on the form B5 cannot be accepted by CRO where the effect would be to reduce the amount of the company's issued share capital. Rectification of the Register can be effected under section 174 Companies Act 2014 by submitting Form B42a.

Increase in nominal share capital
The following documents must be filed within 15 days after the passing of the resolution increasing the share capital:

  • A signed copy of the resolution passed in favour of the increase.
  • Form B4
  • An up-to-date text of the company's constitution.

Unlimited companies are not required to file the amended constitution.

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Alterations in share capital
A company having a share capital, is required to notify the CRO when it consolidates shares, divides shares, converts shares into stock or reconverts stock into shares, subdivides, redeems or cancels shares otherwise than in connection with a reduction in share capital under section 83 Companies Act 2014. This notice must be filed on Form (B7) within one month of this happening.

Disclosure order
Disclosure order means an order of the Court to any person to give information on share ownership. Anyone who has a financial interest in a company may apply to the Court for a disclosure order. The applicant shall cause notice on Form H2 together with a copy of the order to be sent by registered post within seven days of the making of the order to the CRO, to the company, etc. (plcs, industrial and provident societies, building societies and charities are excluded from these provisions.)

Return by a company purchasing its own shares and/or shares in a holding company
Every company which has purchased its own shares (Chapter 6 Part 3 Companies Act 2014) shall deliver to the CRO for registration Form H5 within 30 days after delivery to the company of the shares.

The form must be accompanied by the company's resolution approving the purchase contract.
A company may not purchase any of its shares under this section if as a result of such purchase the nominal value of the issued share capital which is not redeemable would be less than one tenth of the nominal value of the total issued share capital of the company.

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