Updated: July 2026. Reviewed against the Companies Act 2014 and current Revenue and CRO guidance.
Issued share capital is the shares a company has actually allotted to its shareholders, while authorised share capital is the optional ceiling on the shares it is permitted to issue. For an Irish private company limited by shares (LTD), there is no minimum issued share capital and no obligation to state an authorised figure at all, so the two are best understood as what has been issued versus what may be issued.
This guide explains what each term means under the Companies Act 2014, why the common “100 shares at €1.00” setup is a formation default rather than a legal requirement, how new shares are actually issued, and when stamp duty applies.
What issued share capital is
Issued share capital is the total nominal value of the shares a company has allotted to its members. If a company issues 100 ordinary shares of €1.00 each, its issued share capital is €100.
There is a widespread myth that an Irish company must issue at least €100 of share capital. That is not correct. An LTD has no statutory minimum share capital under the Companies Act 2014. A company can be incorporated with a single share of €0.01, and many are.
The familiar “100 ordinary shares of €1.00 each” is simply a formation default used by most company formation agents, including Chern & Co, because it is convenient. It gives a round €100 of nominal capital, lets ownership map cleanly onto percentages (one share equals one per cent), and leaves room to bring in additional shareholders without immediately having to issue fractional shares. It is a practical starting point, not a legal floor, and the numbers can be tailored on request.
What authorised share capital is
Authorised share capital is the maximum amount of share capital a company is permitted to issue. It is a ceiling, not money in the bank, and no shareholder is required to fund it.
Under the Companies Act 2014, an LTD is not required to have an authorised share capital at all. This is one of the practical differences the 2014 Act introduced for the LTD. A company can either state an authorised figure in its constitution or dispense with it entirely.
Dispensing with an authorised share capital does not stop a company issuing shares. It is the opposite: with no authorised ceiling in the constitution, there is no upper limit on the number of shares the company may issue, subject only to the directors’ authority to allot and to shareholders’ pre-emption rights (explained below). Where a company does keep an authorised figure, it is a self-imposed cap that can be raised later.
The historic figures many founders still see, 10,000, then 100,000, and more recently 1,000,000 shares, are agent conventions carried over from older practice. They are chosen for convenience where a company wants headroom for future fundraising, not because any particular number is required.
Issued vs authorised share capital: comparison
| Comparison criteria | Authorised capital | Issued capital |
|---|---|---|
| Meaning | The maximum share capital a company is permitted to issue | The share capital a company has actually allotted to its members |
| Is it mandatory? | No, an LTD may dispense with it entirely under the Companies Act 2014 | No statutory minimum; at least one share is issued on incorporation |
| Common default | 1,000,000 shares, or none stated | 100 ordinary shares of €1.00 each |
| Stamp duty | Not applicable | Applies to transfers of issued shares, not to issuing them (see below) |
| Where it appears | In the constitution, if the company chooses to state one | In the constitution and in the annual return (Form B1) |
| How it changes | Ordinary resolution altering the constitution under s.83, unless the constitution requires more; notified to the CRO | New shares are allotted by the directors; the register of members and the next annual return are updated |
How new shares actually get issued
Because an LTD does not need an authorised ceiling, what really controls the issue of new shares is not a number in the constitution but two statutory controls under the Companies Act 2014.
The first is the directors’ authority to allot. Under section 69, an allotment must be authorised either by the constitution or by a resolution of the members in general meeting. Where the constitution does not provide otherwise, section 69(4) gives the directors of an LTD that authority by default.
The second is statutory pre-emption. Section 69(6) requires that new shares issued for cash are first offered to existing shareholders in proportion to their holdings, so their percentage is not diluted without the chance to participate. Pre-emption can be disapplied by the constitution, by a special resolution, or by the terms of issue, and it does not apply to shares issued for non-cash consideration (section 69(12)).
Amending the constitution only becomes necessary where the company has chosen to state an authorised share capital and wants to issue beyond it, or where it wants to change other capital provisions. In that case the authorised figure is altered by ordinary resolution under section 83 (unless the constitution sets a higher threshold), the constitution is restated, and the change is filed with the CRO. A company that never stated an authorised figure has no ceiling to raise.
Stamp duty and fees
Two points are widely confused, so it is worth separating them.
Issuing new shares is not a stampable event. Stamp duty is a tax on instruments that transfer existing shares, not on a company allotting new ones, so a fresh allotment does not attract stamp duty.
Transferring existing shares does. Under Revenue rules, stamp duty on a share transfer is charged at 1 per cent of the consideration paid, or of the market value where that is higher for transfers between connected parties or gifts, and it is paid on the stock transfer form. Where the consideration does not exceed €1,000, and the instrument is certified as not forming part of a larger transaction or series exceeding €1,000, no stamp duty arises. A transfer cannot be registered until the form has been stamped, unless it is exempt. Chern & Co’s share transfer service handles the documentation and the Revenue return.
On CRO fees, the amount of authorised or issued share capital has no effect on the cost of forming the company. Online incorporation carries a flat CRO fee of €50, regardless of how many shares are issued or authorised.
What non-resident founders typically choose and why
Most non-resident founders keep the standard setup: 100 ordinary shares of €1.00 each, held by one or more shareholders, with no authorised ceiling stated in the constitution. It keeps ownership percentages clean, imposes no cap on future share issues, and is straightforward for banks and investors to read.
Share ownership is also not the same as who ultimately controls the company. Non-resident structures often separate the registered shareholder from the beneficial owner, and the distinction matters for the beneficial ownership register. Our guide to the difference between a UBO and a shareholder sets this out. Separately, every Irish company needs at least one EEA-resident director, which is covered in our Section 137 director-residency guide.
If you are forming an Irish company from abroad, our non-resident company formation package sets up the share structure, constitution and CRO filing for you, and the full non-resident formation requirements checklist walks through every step.
Frequently asked questions
Is there a minimum share capital for an Irish LTD?
No. An Irish private company limited by shares has no statutory minimum share capital under the Companies Act 2014. A company can be incorporated with a single share of €0.01. The common “100 shares of €1.00” setup is a formation default chosen for convenience, not a legal requirement.
Does an Irish LTD need an authorised share capital?
No. Under the Companies Act 2014 an LTD may dispense with an authorised share capital figure entirely. Doing so means there is no ceiling on the number of shares it can issue, subject to the directors’ authority to allot and to pre-emption rights. A company may still state an authorised figure if it prefers a self-imposed cap.
What is the difference between issued and authorised share capital?
Issued share capital is what the company has actually allotted to its shareholders. Authorised share capital is the optional maximum it is permitted to issue. Issued capital is real and held by members; authorised capital is a ceiling that need not exist at all.
How do you change the authorised share capital?
Where a company has stated an authorised figure and wants to raise it, the members pass an ordinary resolution under section 83 of the Companies Act 2014 (unless the constitution requires a higher threshold), the constitution is restated, and the change is filed with the CRO. A company that never stated an authorised figure has no ceiling to change.
When is stamp duty payable on shares?
Stamp duty is payable on transfers of existing shares, at 1 per cent of the consideration or market value, and is not payable on issuing new shares. No duty arises where the consideration does not exceed €1,000 and the instrument is certified as not part of a larger transaction or series exceeding €1,000.
If you are unsure what share structure suits your company, contact our formation team for a consultation.
Written by Olha Bespalova, CoSec and Legal Officer at Chern & Co. Reviewed by Alex Chernenko, CEO and Founder, Chern & Co. Content accurate as of July 2026 under the Companies Act 2014.
Disclaimer: This article is general guidance only and is not legal or tax advice.
