Today we are going to discuss in 6 easy steps, how to issue shares in your company to new investors through the CRO.

 

[TL;DR] – Watch the video below ↓ and subscribe to our channel for more great business tips.

[restrict]

STEP 1: Forms & Contracts

 

  • When you issue shares, make sure the raise is not considered a public offering (this is regulated by the Companies Act)
  • Get Contracts drafted by a solicitor and once terms have been agreed, all parties should sign the contract
  • Provide the Applicants with an Application Form (they should complete and return)
  • Ensure your company receives the cash investment from the new investors

 

STEP 2: Board Resolution

 

  • First offer the shares to existing shareholders (there are certain exceptions to this rule)
  • Once 14 days have passed, you can offer the shares to the proposed new shareholder
  • Convene a board meeting with all directors to consider the investment application
  • Directors should “resolve to issue the shares” to the shareholder
  • Complete the meeting minutes (board meeting notes)

STEP 3: Issue Share Certificates

 

  • Under Section 99 of the Companies Acts, the company must issue share certificates within 2 months of the date of allotment.
  • Get two directors (or one director and the Company Secretary) to sign and date the Share certificate.
  • Don’t forget to stamp the Company Seal on the Share Certificates

Share Issues / Transfers

STEP 4: File Form B5 with Companies Registration Office

 

  • The company must file Form B5 with the CRO within 30 days of the date of allotment.
  • Need to post Form B5 along with a bank draft / postal order / cheque of €15
  • Pretty simple form to fill out

 

STEP 5: Update the Share Register

 

  • Under Section 169 of the Companies Acts, the company must update the Share Register within 28 days of the board meeting.
  • An entity effectively becomes a shareholder when they acquire the unconditional right to be included in the Register of Members.

 

STEP 6: Update Company Documents

 

  • Ensure to include the new shareholder and shareholding when completing your B1 Annual Return on its NARD (next annual return date).
  • Ensure to include the new shareholder and shareholding when completing the company Financial Statements (don’t forget to assign a portion to share capital and a portion to share premium)

Uh-oh. I need to issue shares but I’m still unsure what to do!

Talk to your accountant – or even better, get some advice from us!

So there you have it – hopefully issuing shares is a little more clear and a little less scary to you.

[/restrict]
Mark Sweetman, ACA

Mark Sweetman, ACA

As a Chartered Accountant I've built my experience working within the SaaS and digital technology industries, growing early-stage businesses from the inside. I help digital entrepreneurs understand their companies and ensure they have all the tools they require to succeed and thrive. I love adopting new tech solutions and making use of these to increase efficiency within our clients' businesses.