Redenominate Share Capital Ireland

Table of Contents

Who should read this?

This article is aimed at Irish company founders, CEOs, CFOs, and corporate legal counsel who are considering or need to carry out a share capital redenomination, especially when dealing with foreign investors or multinational group structures.

After reading, you will understand what redenomination entails, when it’s appropriate, the required shareholder approvals and class consents, how to calculate conversion rates and handle rounding, and the specific CRO filing deadlines and documentation needed to execute the change correctly.

Key Takeaways

Redenominating share capital changes the currency of shares without altering ownership percentages or moving money.
A special resolution (75% majority) and, where applicable, class consents are required to approve the redenomination.
The conversion must fix a specific date and published rate, and rounding rules must be consistently applied to avoid inconsistencies.
All filings, including Form G1 for the special resolution and Form B7 for capital variation, must be submitted to the CRO within the statutory deadlines (15 days for the resolution, one month for capital variation).
Common mistakes include unclear conversion dates or rates, inconsistent rounding, ignoring class rights, and missing CRO filing deadlines.

An investor asks for your shares in dollars, your group parent reports in sterling, or most of your revenue now lands in a currency that is not the euro. At some point many Irish founders need to redenominate share capital, meaning change the currency the shares are denominated in, and the question is how to do it cleanly. Irish law lets you hold shares in more than one currency, so a redenomination is usually a tidy internal change rather than a fundraising or a reduction of capital. This guide explains what redenomination is, when it makes sense, the approvals and resolutions it needs, how the currency conversion actually works, and what you file with the Companies Registration Office afterwards.

What does redenominating share capital mean?

Redenominating share capital means re-expressing your existing shares in a different currency without changing who owns what. The shares stay the same, the ownership percentages stay the same, and no money moves. You are simply relabelling the nominal value of each share from one currency into another.

Under section 66 of the Companies Act 2014, shares in an Irish company must have a nominal value, and a company may allot shares of different nominal values or different currencies. That single provision is why redenomination is possible at all: Irish share capital is not locked to the euro.

This is different from changing your reporting or functional currency, which is an accounting decision about the currency your financial statements are prepared in. You can report in US dollars while your shares remain denominated in euro, or the reverse. Redenomination changes the shares themselves, not the accounts.

The effect on nominal value is the part founders misread. If 100,000 shares of €1.00 each become shares of about $1.09 each at a chosen rate, the issued capital reads as $109,000 instead of €100,000, but that is the same money expressed in a new unit, not a gain to anyone.

Why do companies redenominate share capital?

Companies most often redenominate share capital to match an investor, a group, or their real revenue. The trigger is almost always a specific commercial event rather than a tidy-up for its own sake.

The most common driver is a US or international investor round. American investors and their counsel are used to modelling a cap table in dollars, so redenominating before a term sheet lands removes friction and avoids currency noise in the price per share. Group standardisation is the next most common: a parent that reports in one currency often wants every subsidiary's share capital in the same unit for consolidation and intercompany work.

Two other reasons come up regularly. Aligning share capital with the currency you actually earn and spend in can simplify how you think about the business. And getting the currency settled early makes future fundraising cleaner, because you are not renegotiating the denomination under time pressure during a deal.

In practice, this means: redenomination is a housekeeping move that pays off later. Doing it in a quiet quarter is far easier than doing it mid-round, when every day of delay has a cost.

What approvals do you need to redenominate?

A redenomination needs shareholder authority, and often more than a simple majority. Start by reading your company constitution, because it sets the baseline for what the members can do and how.

Where the constitution states an authorised share capital or fixes nominal values, changing the currency changes the constitution, so you need a special resolution (a 75% majority of votes cast) to amend the constitution. Depending on the company's existing capital structure, the redenomination may involve an alteration of share capital and amendments to the constitution requiring shareholder approval, so plan for a special resolution and comply with the applicable notice requirements under the Act and the company's constitution.

Class consents matter if you have more than one share class. Under section 88 of the Companies Act 2014, varying the rights of a class of shares needs the written consent of holders of 75% in nominal value of that class, or a special resolution passed at a separate meeting of that class. Investor share classes usually carry consent rights in the shareholders' agreement too, so secure written investor sign-off before you file anything.

Please note: treat a redenomination as capable of varying class rights until you have checked. If different classes carry different nominal values or currency-sensitive rights, silence is not consent, and an unratified change can be challenged later.

How does the currency conversion work?

The conversion turns on two choices you make and record: the conversion date and the conversion rate. Fix both in the resolution so there is no ambiguity about how the new nominal values were derived.

Pick a single conversion date and use a published rate for it, for example the European Central Bank euro reference rate on that day, so the figure is objective and auditable. Apply that rate to the nominal value of each share, then decide how to handle the fractions that fall out. Converting €1.00 at 1.09 gives $1.09, which is clean, but many rates produce awkward values like $1.0873 that no one wants on a share certificate.

In practice, companies adopt a consistent approach to rounding in the shareholder resolutions so that the resulting nominal values, issued share capital and company records reconcile correctly. The chosen methodology should be clearly documented and applied uniformly to every affected share. The one rule to hold: the number of shares and each holder's percentage must not change, because redenomination is a re-expression, not a reduction of company capital. If a genuine reduction is involved, that is a separate step under section 84, needing either the Summary Approval Procedure or a High Court order.

Once the new nominal values are set, update the share register and issue replacement documents. Each holder should receive a new share certificate showing the redenominated nominal value, and the old certificates are cancelled.

What to file and update after redenomination

After the resolutions pass, you file with the CRO and correct your internal records, and the clock is short. The special resolution and the updated text of the constitution must reach the CRO within 15 days of being passed, filed on Form G1 through CORE. Where the change is a variation of capital under section 83, the alteration is notified on Form B7 within one month.

Item	What you file or update	Deadline
Special resolution + amended constitution	Form G1 to the CRO via CORE	Within 15 days of passing
Variation of capital (section 83)	Form B7 to the CRO	Within one month
Register of members	Update in-house to new nominal values	Keep continuously accurate
Share certificates	Reissue to each holder, cancel old ones	Promptly after the resolution
Cap table	Reconcile to the register	Immediately

Table 1: the filings and record updates a redenomination triggers, and when each is due.

Your internal records then have to move together. Update the register of members, the statutory record of who owns your company, to show the new nominal values, and reconcile your working cap table to it rather than the other way around. Retain the signed resolutions, the board minutes, the conversion-rate evidence, and the amended constitution, because a future investor's due diligence will ask to see exactly how the currency change was authorised and calculated.

Get your redenomination filed right the first time
A clean currency change comes down to the right resolutions, an auditable conversion, and filings that land on time. We prepare the special resolution, the amended constitution, the CRO forms, and the updated registers and certificates, and we keep your share capital structure investor-ready as you grow.
Talk to us about a redenomination pack for your company.

Common mistakes when redenominating share capital

Most redenomination problems come from rushing the authority and the arithmetic. The recurring errors are worth naming so you can steer around them.

An unclear conversion date or rate. If the resolution does not fix a specific date and a published rate, the new nominal values cannot be reproduced, and that is exactly what due diligence probes.
Rounding inconsistencies. Rounding some shares one way and others differently, or letting fractions drift, leaves your issued capital not reconciling to the register.
Ignoring class rights. Skipping the 75% class consent under section 88 where a class is affected leaves the change open to challenge.
Forgetting the CRO and the register. A resolution that is not filed within 15 days, or a register that is never updated, means the public record and your own books disagree.

What to do next

Redenominating share capital in Ireland comes down to three moves: get the shareholder authority right, including any class consents, convert on a fixed date and rate with the rounding resolved, then file with the CRO and update your registers and certificates so every record agrees. Handle those in order and the currency change is clean and defensible.

If you would rather not track the resolutions, rates, and filing deadlines yourself, we can prepare the full package and keep your registers current, so your company reads correctly wherever someone checks, from an investor's data room to the public record.

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About the Author:

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Laura Ryan is a practising Barrister at the Bar of Ireland. She graduated from the Honourable Society of King’s Inns in 2024, having previously qualified and practised as a Chartered Accountant in a big four accounting firm.

Legal

May 2026

Redenominating Share Capital Into a Different Currency

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Frequently Asked Questions

What does redenominating share capital mean?

Why do companies choose to redenominate their share capital?

How are the approvals and resolutions obtained for a redenomination?

What are the key steps in the currency conversion process?

What filings are required after a redenomination?

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