An allotment creates new shares. It is different from a transfer, where existing shares move from one shareholder to another. Irish companies use allotments to raise capital, admit an investor, adjust founder ownership or issue shares under an agreed incentive arrangement.
StartCompany.ie’s €300 allotment service covers the board resolution, updated share register, Form B5 filing support, new share certificates and updated company records. The commercial and tax terms must still be agreed before the paperwork is finalised.
Allotment versus transfer of shares
An allotment increases the number of issued shares and can dilute existing percentages. The subscriber pays or undertakes to pay the company for the new shares. A transfer does not create new shares; the buyer instead acquires shares from an existing holder.
Choosing the wrong process can leave the statutory register, tax documents and commercial deal inconsistent. Start with a before-and-after cap table showing every shareholder, share class, number of shares and percentage.
Approvals and the 30-day B5 deadline
Directors need authority to allot and must follow the constitution, shareholder agreements and statutory pre-emption rules that apply. Some transactions also need shareholder resolutions or amendments to authorised share capital.
The CRO states that a return of allotments is filed on Form B5 within 30 days. Filing the form is only one part of the transaction: the board decision, consideration, register of members and share certificates should tell the same story.
- Confirm director authority and any member approval.
- Check pre-emption rights and investor agreements.
- Document the consideration and allotment date.
- Update the register and issue certificates.
- File Form B5 within the statutory period.
Tax and beneficial ownership questions
An allotment can affect control, valuation, employee taxation, investor reliefs and beneficial ownership. StartCompany.ie prepares the company-secretarial records listed in the service, but it does not determine the correct valuation or tax structure for a complex investment.
If the new ownership changes who ultimately owns or controls more than the relevant threshold, the internal beneficial ownership register and RBO filing may also need review. Obtain tax or legal advice before issuing shares for non-cash consideration, options, debt conversion or a connected-party transaction.
What StartCompany.ie prepares
Once the commercial terms are settled, we prepare the board resolution and filing details, update the share register, prepare new share certificates and organise the resulting company records. The service is designed for a properly approved routine allotment.
Send us the existing cap table, constitution, proposed allottee details, number and class of shares, issue price, consideration and intended allotment date. Disclose any shareholder agreement, different share rights or investor conditions before documents are drafted.
StartCompany.ie service
Allotment of Shares
Current listed price: €300
Official information and next steps
StartCompany.ie provides preparation and filing support for the service described above. Final acceptance, registration, tax treatment or court approval remains with the relevant authority. Check the current official guidance before acting, particularly where a deadline, tax position, dispute or unusual transaction is involved.