What are my duties and powers as a Member or Shareholder of a LTD company?

Company Members and Shareholders

By Simon O’ Connor, 12th January 2016 (Updated 4th August 2020)

The Companies Act 2014 has introduced some significant changes in company law. This includes the introduction of New Company Types and also changes to the roles of various parties such as the Irish Company members and shareholders.

What is a Company Member?

A member of a company is a person who contributes to the investment of a company. This person is registered as such and has certain rights. The original subscribers to a company’s constitution are considered to have agreed to become a member of that company. Their names must also be entered into its register of members upon registration. Anyone else, who agrees to become a member of a company, must enter their name into the company’s register of members.

Register of Members

Every company must keep a register of its members within the country at either their registered office or their main place of business. This register is open to inspection to every member of the company free of charge and any member of the public on payment of the relevant fee. The register of members must contain the following particulars:

  • Name & Address
  • Amount of Shares held by each member
  • Date on which each person was entered in the register as a member
  • The date on which each person ceased to be a member of the company

What is a Shareholder?

A shareholder is an individual who holds at least one share in a company. When their name has been input into the register of members they then become a member of the company. It is important to understand that a shareholder will not become a member of a company until their name has been input into the register. Depending on the nature of the company, a member’s rights and responsibilities will vary.

Duties of Irish Company Members and Shareholders

The main duty of a member who is a shareholder is to pay the company the sum which remains outstanding for the agreed amount of the share(s) that have been issued. This sum becomes payable by the shareholder when requested by the company or on payment date(s) that have been prearranged.

Rights and Powers of Members and Shareholders

The Companies Act and the constitution of a company normally set out the powers of members and those powers which are delegated by the members to the directors of the company. The Companies Act provides that the business of the company is managed by its directors, who may exercise all such powers of the company that are not required by the Companies Act or by the constitution to be exercised by the company members in a general meeting. Below is a list of the Rights/Powers of a Member and Shareholder:

  • Transfer of Shares
  • Dividend and Distribution
  • Shareholders Pre-emption Rights
  • Right to Participate in a Winding-Up
  • Rights Regarding Members’ Meetings
  • Members’ Right to Information
  • Members’ Powers where the Company is in Default
  • Right of Members to Apply for the Restoration of a Company
  • Members’ Right to Seek an Investigation of a Company
  • Right to Petition for the Winding-up of a Company
  • Right to Petition for Relief in Cases of Oppression

Member Penalties

A Shareholder/ Member found to be abusing their powers or not fulfilling their duties are liable to penalties under the Companies Act. There are two types of criminal offences, summary and indictable offences. A summary offence is usually a less serious offence and is tried before a judge only in the District Court. Indictable offences are generally a more serious offence and can only be tried in the District Court before a judge. The main difference between the two types of offences is that an indictable offence can also be tried in the Circuit Court in front of a judge and a jury.

If you would like more information on Irish Company Members or Shareholders of an Irish Company please do not hesitate to call +3531 646 1625 or complete our Contact Form, a member of our team will be in touch within 2 business hours.

 

Disclaimer This article is for guidance purposes only. It does not constitute legal or professional advice. No liability is accepted by Company Bureau for any action taken or not taken in reliance on the information set out in this article. Professional or legal advice should be obtained before taking or refraining from any action as a result of this article. Any and all information is subject to change. 

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