104
If directors are appointed by the company’s articles of association, the consent of
these directors must be filed on incorporation.
The companymust obtain a trading certificate from the Registrar of Companies before
it can commence business (Companies Law section 104);
The company must have a statutory meeting and its directors must make a statutory
report to the members (Companies Law section 124);
The company must issue a prospectus or a Statement in Lieu of Prospectus before
issuing any of its shares or debentures to the public (Companies Law section 48);
The company must have a paid up share capital of at least €25,630.
What assets can be contributed to the share capital of a public limited company?
Assets are contributed to the share capital other than cash must have an economic value,
andmust be so valued in accordance with the Companies Law by one or more independent
experts (Companies Law section 47B). The valuation report must be published in the official
Gazette.
Undertakings of obligations which relate to execution of activities or the provision of
services are not deemed to be assets which can be given an economic value (Companies
Law section 47B).
Is there an upper or lower price threshold for the issue of shares?
There is no upper or lower price threshold for the issue of shares.
How are the initial share capital and any increase of the share capital paid up?
Shares of a public company issued for cash contribution, must be paid up at the time of
incorporation of the company or at the latest by the date of issuance of the certificate of the
Registrar for the commencement of business (Companies Law section 47A(5)).
No allotment shall be made of any share capital of a company offered to the public for
subscription unless the amount stated in the prospectus as the minimum amount has been
subscribed, and the sum payable has been paid (Companies Law section 47B(1)).
The amount payable on application on each share may not be less than twenty-five percent
of the nominal amount of the share.
If these conditions have not been complied with in forty days after the issue of the
prospectus, all money received must immediately be repaid to the applicants (Companies
Law section 47(4)).
Can a public company limited by shares acquire its own shares?
A public company may by special resolution and subject to certain conditions and criteria
authorise the purchase of its own shares. The maximum number of shares to be bought
may not in any event exceed 10 per cent of the company’s subscribed capital and they may
not be held for longer than two years. The purchase price must be paid out of realised and
undistributed profits, and no voting rights or right to dividends attach to shares so acquired
while they remain in the ownership of the company (Companies Law section 57).
Which corporate body is competent to decide changes to the capital of a public company
limited by shares (capital increase or decrease) and under what conditions?
Subject toanyprovisioninitsarticlesofassociationallowitacompanymayamendtheprovisions
of its memorandum regarding its capital by ordinary resolution of its shareholders so as to: