Details of Authorised Share Capital, Allotted Share Capital and Movements

(Section 318)

There are a number of new or expanded requirements with respect to the disclosure of share capital. One such instance is with regard to the disclosure of authorised shares. If a company has an authorised share capital (one of the new provisions of the Companies Act 2014, is that a limited company may dispense with having a share capital provided it amends its constitution) it must now disclose the number and the aggregate nominal value of the shares comprising its authorised share capital. Previously, it was only required to disclose the nominal value of the authorised share capital however most companies would have disclosed the additional information regarding the number of authorised shares as a matter of course.

Another new requirement of the Act is that, with respect to the allotted and called-up share capital, a company disclose an analysis between:

  • those shares presented as share capital (i.e. equity); and
  • those shares presented as a liability.

An example illustration of this is outlined below:

Illustrated disclosure of share capital note:

  31/12/15 31/12/14
Shares presented as equity    
     
Authorised, allotted, called up and fully paid    
X Ordinary shares of €xx each xxx xxx
     
Shares presented as liability    
     
Authorised, allotted, called up and fully paid    
X Preference shares of €xx each xxx xxx

This additional distinction should also be reflected where any shares were allotted during the financial year together with the reason for making the allotment, the classes of shares allotted and the number, their aggregate nominal value and the consideration received for the allotment.

Another new introduction of the Act with respect to share capital is where there is any contingent right to the allotment of shares in the company. Where any such right exists, the following particulars must now be given:

  • the number, description and amount of the shares in relation to which the right is exercisable;
  • the period during which it is exercisable; and
  • the price to be paid for the shares allotted.

 

Furthermore, there is now a specific requirement in the Act (Section 318(6)) for a company that is a holding company to disclose the number, description and nominal value of shares in the company held by any of its subsidiary undertakings or their nominees and the consideration paid for those shares.