Ireland: Allotment and Issue of Shares—Private Company Limited by Shares: Authority, Pre-emption, Authorised Capital, Class Rights, Consideration, Filings and Penalties under the Companies Act 2014

Published by a Lexis+ Ireland - Corporate expert

Practice notes

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Introduction

Statute and a company’s constitution regulate the allotment and issue of shares. This Practice Note explains the process for a private company limited by shares to allot shares, including conferring rights to subscribe for shares or to convert a security into shares. Both the statutory framework and the constitution govern how those steps are implemented. The provisions on share allotment must be considered alongside the rules that govern existing shareholders’ pre-emption rights. A pre-emption right gives a shareholder a right of first refusal on any allotment of shares.

Definitions of allotment and issue

The expressions ‘allotment’ and ‘issue’ are commonly treated as if they were the same when referring to new share capital, yet they carry different legal implications that should be appreciated. Shares are regarded as allotted when an individual gains the unconditional entitlement to be placed on the company’s register of members for those shares. The later issue of the shares takes place when the person’s name, to whom the shares were allotted, is actually entered in the company’s register of members in respect of them. In short, an allotment confers the right to be registered, whereas an issue occurs when that entry is made on the register...

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Emer Shelly

Mason Hayes & Curran LLP

Emer specialises in advising on, project managing and implementing complex domestic and multi-jurisdictional corporate reorganisations and intra-group transactions and arrangements. She also advises on discrete company law issues and has broad experience in drafting and negotiating shareholders’ agreements, investment agreements and related constitutional documentation.Emer also advises clients on corporate governance, including the design and implementation of governance structures, policies and procedures.Emer combines technical expertise with practical, strategic and straightforward advice....

Web page updated on 28/05/2026

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