Changes in Authorised/ Nominal Share Capital
Authorised/ Nominal Share Capital is the potential amount of shares that a company has available for future distribution. If a company wishes to increase the authorised so that it may issue more shares beyond its stated share capital, or so that it can create a new class of shares, a special resolution and an amended memorandum and articles of association or the constitution must be submitted to the Companies Registration Office.
The authorised/nominal share capital of a company is the total number of shares that can be issued by the company.
To increase the authorised/ nominal share capital we draft a special resolution, minutes of the general meeting and complete the appropriate Companies Registration Office forms. Additionally we alter the memorandum and articles of association or the constitution to show the new share structure of the company.
Issued Share Capital
The issued or paid up share capital is the shares that have actually been allotted and paid for by the shareholders. In the absence of instructions to the contrary all company incorporation are completed with the issue of 100 shares of €1 each.
Issued share capital is literally the amount of shares that a company has issued out of its potential nominal share capital.
Should you wish to increase the issued share capital by allotting new shares of your company, we can, on your behalf prepare all relevant documents i.e. Directors Minutes, Share Certificates, forms for submission to the Companies Registration Office.
If the company is issuing shares for a non-cash consideration, such as a bonus issue or the capitalisation of revenue reserves, we can prepare the necessary documentation and assess the capital duty, if any, this may require meeting with the Revenue Commissioners.
Allotted shares are the shares that the board of directors has decided to issue over and above those initially issued by the company when registered. They are referred to as allotted because they are being issued for the first time and therefore are not being transferred from one party to another.
Nominal and Issued Share Capital
The nominal share capital is the total number of shares that can be issued by your company. An increase in the nominal or authorised share capital is usually required where a company wishes to allot more than its stated share capital, or where it wishes to create a new class of shares. This requires a special resolution to be submitted with the Companies Registration Office.
The issued share capital is the shares that have actually been allotted and paid for by the shareholders. Company incorporations are completed with the issue of 100 shares of €1 each, unless, we receive instructions to the contrary. This allows for a controlling interest if required.