Shares and Voting Rights in an Irish Limited

In an Irish Limited Company, ownership and control are structured through shares. Shareholders are the ultimate owners of the company and exercise influence through voting rights attached to their shares.

Standard Share Structure

At the time of incorporation, a company defines its authorized and issued share capital. Most small Irish LTDs are formed with 100 ordinary shares at €1 each, distributed among one or more shareholders.

Classes of Shares

Irish companies can issue various classes of shares, each with specific rights and restrictions. Common types include:

• Ordinary Shares: Standard rights including voting and dividends
• Preference Shares: Priority in dividends or liquidation proceeds; limited voting rights
• Non-Voting Shares: Held by silent or financial investors
• Redeemable Shares: Can be bought back under pre-agreed terms

These rights are defined in the company’s constitution and must be clearly recorded.

Voting Rights

Voting power typically corresponds to the number of voting shares held. Major resolutions—such as appointing or removing directors, altering the company’s constitution, or issuing new shares—require shareholder approval via ordinary or special resolutions.

Shareholders and Directors – Distinct but Connected

While shareholders control strategic decisions, day-to-day operations are managed by governing bodies like the board of directors. In small Irish LTDs, it is common for one person to act as both director and shareholder.

Register of Members

Irish companies must maintain a Register of Members, listing each shareholder and the number/type of shares held. This register is kept at the registered office or another authorized address in Ireland and must be kept up to date.

Beneficial Ownership and Transparency

Any person holding more than 25% of shares or voting rights qualifies as a Beneficial Owner and must be reported in the Register of Beneficial Owners (RBO). This enhances transparency and anti-money laundering compliance.

Changing Shareholding

Shares can be transferred or newly issued, subject to internal approval. All changes must be:

• Documented via share transfer forms
• Reflected in the updated Register of Members
• Reported to the RBO if applicable

Need assistance with share structure or transfers?

Our team supports all aspects of Irish company administration—from issuing new shares to updating registers. Contact us for personalized guidance.

Learn more about forming a company in Ireland on our main page: Founding an Irish Limited.