Part 17 – Public Limited Companies
18 Chapters – Sections 1000 to 1171
Chapter Overview
Chapter 1 – Preliminary and definitions
Chapter 2 – Incorporation and consequential matters
Chapter 3 – Share capital
Chapter 4 – Interests in shares
Chapter 5 – Acquisition of own shares etc.
Chapter 6 – Distribution by a PLC
Chapter 7 – Uncertificated securities
Chapter 8 – Corporate governance
Chapter 9 – Duties of directors and other officers
Chapter 10 – Financial statements, annual return and audit
Chapter 11 – Debentures
Chapter 12 – Examinerships
Chapter 13 – Reorganisations
Chapter 14 – Strike off and restoration
Chapter 15 – Investigations
Chapter 16 – Mergers
Chapter 17 – Divisions
Chapter 18 – Public offers of securities etc.
Part 17 Summary
In Part 17 the features of a PLC are described. It sets down the relevant law as it relates to the functions of a PLC.
What is new?
Table A which is the model set of Articles for a company is based on a PLC and current legislation treats the PLC as the model company. That will no longer be the case under the new Act. The model company will be the LTD and the law relating to the LTD will apply to a PLC except where dis-applied, supplemented or modified by Section 17 of the Act. This is a welcome reversal as the public company is far less common than the private company. The Act clarifies that a Societas Europae is to be classified as a PLC in Ireland. There are new provisions in the Act relating to the registration of a PLC’s constitution and a statement relating to the shares taken by the initial subscribers. A new statutory default will be created whereby directors of PLCs will not be allowed to vote on contracts where they have an interest unless the constitution of the company expressly provides otherwise.
What is different?
As the Act seeks to remove the doctrine of ultra vires, while a PLC is required to retain an objects clause, any act done by a PLC shall not be called into question on the grounds of capacity. The Act allows directors of a PLC to prepare and circulate summary financial statements to shareholders instead of full accounts. The shareholders may still request a copy of the full accounts. The Act provides for the mergers and divisions of PLCs. A single member PLC may dispense with the requirement to hold an AGM but a multi-member PLC may not.
What are the Key Points?
- No longer model company type
- Retain objects clause
- Summary financial statements to shareholders
- Statutory default re voting on contracts
- Single member may dispense with AGM
What do accountants need to do?
An accountant should be aware of the rules in relation to the preparation of financial statements for PLCs and the regulations regarding making distributions in a PLC.
What do companies need to do?
Companies should be aware of the more onerous governance regime and financial reporting regime applicable to PLCs.
