Republic of Ireland Law
Republic of Ireland Law Questions Answered by Experts
1. Dear *****ph, At the outset, there is nothing which inhibits the extent to which a company can buy back its own shares provided there are shares in existence. In your plan, you will have to pass 4 special resolutions - one for each shareholder being cancelled - in order to achieve your plan. However, I would advise you to cancel the shares once you have bought them back. It is a bad idea to have Treasury shares handing around particularly where there are three shareholders who ultimately might not agree what to do with them. You are better for everybody concerned to simply issue new shares when you wish, rather than have Treasury shares in existence where a simple majority of 50% can decide to whom they go.
2. Secondly, I would issue the new shares for consideration being provided to the company. Even if this is only one euro for existing shareholders. The new shareholder can buy into the company and 10% can be issued to him or her for fresh money being provided. This ensures the company has a higher share capital, rather than simply being thinly capitalised. It helps when you want to get finance from a bank.