Companies Act 2014 section 68

Limitation on offers of securities to the public

Section 68 restricts private companies (companies limited by shares) from offering securities to the public and from having securities listed or admitted to trading on any market, while providing specific exemptions that allow limited fundraising in certain circumstances.

• A private company is generally prohibited from inviting the public to subscribe for, or offering to the public, any shares, debentures or other securities, and must not have securities listed or admitted to trading on any market
• Exemptions exist for debenture offers made solely to qualified investors, to fewer than 150 non-qualified persons, where the minimum investment is at least €100,000 per investor, where the denomination per unit is at least €100,000, or where total EU consideration is below €100,000 over 12 months
• Share offers are exempt from the prohibition if addressed to qualified investors, to 149 or fewer persons, or a combination of both — and short-term money market instruments with maturity under 12 months are also exempt
• Contravention of these restrictions is a category 2 offence for the company and any officer in default, though a breach does not invalidate any allotment, sale or agreement relating to securities

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