Irish Holding companies with UK subsidiaries will often inject new capital to facilitate for example group reorganisations or cash flow. There is a lot more to be done than simply filing a form with Companies House. Here, we take a look at the key points to consider.
The directors need to have the appropriate authority before they can allot shares:
Statutory “offer-round” or pre-emption rights of existing shareholders (i.e. the right of existing shareholders to be offered new shares pro-rata to their existing shareholdings to prevent a dilution of their shareholding) are contained in Chapter 3 of Part 1 of the 2006 Act. These provisions may be modified or disapplied in a company’s Articles or by special resolution of the shareholders. There are certain exceptions from the pre-emption rules, for example, allotments of bonus shares or shares allotted for non-cash consideration.
Proceeding to Allot Shares
Directors can only proceed to allot new shares after being satisfied that they have both the authority to do so and that any pre-emption provisions have been addressed.
If you have any queries in relation to share capital changes, or would like to find out how we can help, please contact any member of KPMG Legal Company Secretarial.