The shares in a company are owned by its shareholders. If the company is a limited liability company, the shareholders’ liability, should the company fail, is limited to the amount, if any, remaining unpaid on the shares held by them. A company is a separate legal entity and, therefore, is separate and distinct from those who run it. Only the company can be sued for its obligations and can sue to enforce its rights.
There are four types of limited company:
A single member company is a private company limited by shares or a guarantee company having a share capital, which is incorporated with one member, or whose membership is reduced to one person. However, the company must have at least two directors and a secretary. The sole member, if he/she so decides, can dispense with the holding of General Meetings, including Annual General Meetings (AGMs). However, certain modifications laid down in the European Communities (Single-Member Private Limited Companies) Regulations 1994, must be made. Also, the accounts and reports that would normally be laid before the AGM of a company still need to be prepared and forwarded to the member.
In an unlimited company, there is no limit placed on the liability of the members. Recourse may be had by creditors to the shareholders in respect of any liabilities owed by the company which the company has failed to discharge. Such company must have a minimum of two shareholders.
UCITS are public limited companies formed under EU Regulation (European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 1989 & 1999) and the Companies Acts 1963-2009. The sole object of a UCIT is the collective investment in transferable securities of capital raised from the public that operates on the principle of risk-spreading. The competent authority, which must approve all registrations of UCITS that wish to carry on activities within the State, is the Central Bank of Ireland.
The EEIG is a mechanism through which business within the EU can engage in cross-border commerce. The purpose of an EEIG is to facilitate or develop the economic activities of its members. An EEIG must have a minimum of two, up to a maximum of 20 members, who may be companies or natural persons, from different Member States. The manager of a Grouping may be a natural person or a body corporate.
A Societas Europaea or SE is a European public limited liability company formed under EU Regulation (Council Regulation 2157/2001) and the European Communities (European Public Limited Liability Company) Regulations 2007. S.I.21/2007.
An SE can be formed by merger or as a holding or subsidiary SE or by conversion of a plc to SE. An SE must have members from different Member States unless an SE itself is setting up a subsidiary SE.
A cross border merger is where a company merges with another company or companies (at least one of which is an EEA company) under EU Regulation, Statutory Instrument 157 of 2008 and this can involve the formation of a new company. A cross border merger can be achieved in several different ways, each with different requirements:
Common draft terms are completed and submitted together with form CBM1 to the CRO. Notice must also be given in two newspapers regarding the terms. An office copy of the court order approving the merger must be submitted to the CRO. If the company is due to be deleted from the register, it cannot be done until notice has been received from the relevant authorities.