Share Allotment Agreement Template for Ireland

When your Irish company needs to issue new shares, you require a Share Allotment Agreement to document the legal terms and ensure compliance with Irish company law. This agreement creates binding obligations between your company and the share subscribers, establishing the framework for the share issuance process under the Companies Act 2014.

When do you need this document?

You need a Share Allotment Agreement when your company is raising capital through new share issuance, whether for venture capital investment, employee share option schemes, or strategic partnerships. It's also required during corporate restructuring where existing shareholders receive additional shares, or when converting debt to equity. The agreement is essential for any scenario where new shares are being created and allocated to specific parties, as opposed to transferring existing shares between parties.

Key legal considerations

Your agreement must clearly specify the class and number of shares being allotted, the subscription price, and payment terms including any instalments or deferred payments. You need to include comprehensive warranties from both the company and subscribers regarding their authority to enter the agreement and financial capacity. The document should address conditions precedent such as board resolutions, regulatory approvals, and due diligence requirements. Consider including drag-along and tag-along rights, pre-emption rights for existing shareholders, and restrictions on share transfers. Anti-dilution provisions and voting rights attached to the new shares must be clearly defined to prevent future disputes.

Legal requirements in Ireland

Under the Companies Act 2014, your board of directors must pass a resolution authorising the share allotment before executing the agreement. You must ensure the allotment doesn't exceed your company's authorised share capital or obtain shareholder approval to increase it. The agreement must comply with statutory pre-emption rights under Section 1022, either by offering shares to existing shareholders first or obtaining their waiver. You're required to file Form B2 with the Companies Registration Office within 28 days of allotment and update your register of members. If the allotment involves non-EU residents, you may need Central Bank approval under foreign direct investment regulations. Stamp duty at 1% applies to the subscription price, and you must consider Anti-Money Laundering obligations when conducting subscriber due diligence under the Criminal Justice Act 2010.