This article is for Irish startup founders and company directors who are setting up their share structure or preparing for investment rounds.If you're confused about what par value actually means, why most startups use €0.01 shares, or how share premium accounts work, this guide explains the practical implications of par value, common mistakes to avoid, and how these decisions affect future funding rounds.
Key Takeaways
- Set par values low (€0.01 or €0.001) to maximize flexibility for future funding rounds and simplify cap table mathematics.
- Par value has no connection to market value; it's purely a legal minimum price for issuing shares.
- You cannot issue shares below par value under Section 66 of the Companies Act 2014 or directors face personal liability.
- Share premium (amount paid above par value) goes into a restricted account but the cash received can be used freely.
- Most Irish startups issue founder shares at par value initially to avoid creating an unnecessary share premium account.
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What Is Par Value?
Par value (or nominal value) is the minimum monetary value assigned to each share when you create your company's share structure.
The par value appears in your company's constitution and represents the baseline price that must be paid for each share, though shares can be issued for more than this amount.
Think of par value as the floor price for your shares - you cannot issue shares for less than their par value, but you can issue them for any amount above it. In Ireland, there's no minimum par value required by law.
Does Par Value Affect Share Market Value?
No, par value has absolutely no connection to what your shares are actually worth in the market.
The par value is simply a legal construct used for accounting and company law purposes, while market value reflects the real economic value of your business.
A company with shares at €0.01 par value could be worth millions if the business is successful, while a company with €1 par value shares might be worthless if the business fails.
Investors care about the percentage of the company they're buying and the company's total valuation, not the arbitrary par value assigned to shares years earlier.
What Is Share Premium?
- Share premium is the difference between the par value and the actual price someone pays for shares when that price exceeds the nominal value
- For example, if your shares have a €0.01 par value but an investor pays €10 per share, the €9.99 difference is the share premium
- Section 71 of the Companies Act 2014 requires companies to record this premium in a separate account called the share premium account
- The share premium account has certain restrictions on how it can be used or distributed
Why Do Most Startups Use Low Par Values?
Setting low par values (typically €0.01 or €0.001) provides maximum flexibility for future share issuances and funding rounds.
When shares have low par values, the entire investment amount above that tiny nominal value goes into the share premium account automatically.
This matters because the accounting treatment and legal restrictions around share premium can create complexity as your company grows through multiple funding rounds.
Most venture capital investors and corporate lawyers prefer low par values because they simplify the cap table mathematics and reduce potential accounting complications.
When you incorporate your company, you decide how many shares to create and what par value to assign them. If you create 10,000 shares at €0.01 par value, your initial share capital is €100, which is the total nominal value of all shares.
The actual amount paid for these shares might be different - founders might pay exactly the par value (€100 total) or pay more if they want to capitalize the company with additional funds. Most Irish startups issue their initial founder shares at par value to avoid creating an unnecessary share premium account from day one.
What Are the Practical Implications of Share Premium?
The share premium account is part of your company's capital and cannot be distributed to shareholders as dividends under normal circumstances.
Section 71(5A) allows the share premium account to be applied for specific purposes including writing off preliminary expenses or the costs of share or debenture issuances.
This restriction means the cash you receive from investors can be used freely for business purposes, but the accounting entry in the share premium account remains on your balance sheet.
In practical terms, this rarely causes problems because the restriction applies to the accounting entry, not to the cash sitting in your bank account.
Should You Ever Use High Par Values?
There are very few situations where setting high par values makes sense for modern Irish companies. Historically, some companies used par values of €1 or higher, but this approach has fallen out of favor because it creates unnecessary complexity.
High par values can create problems during funding rounds because they affect the mathematics of share pricing and dilution calculations.
Can You Change Par Value After Incorporation?
Yes, but changing par value requires following specific procedures under the Companies Act 2014 to subdivide or consolidate shares.
Share subdivision divides existing shares into multiple shares with lower par values, such as converting each €1 share into 100 shares at €0.01 par value.
Share consolidation combines multiple shares into fewer shares with higher par values, such as converting 100 shares at €0.01 into one share at €1 par value.
Both processes require board resolutions and filing forms with the Companies Registration Office, though they're relatively straightforward procedures.
How Does Par Value Affect Dividends?
Par value has no direct effect on dividend payments, which are calculated based on the number of shares held rather than their nominal value. A shareholder with 10% of the company's shares receives 10% of any dividend distribution, regardless of whether the shares have €0.01 or €1 par values.
The restriction on distributing share premium accounts doesn't prevent you from paying normal dividends from your company's accumulated profits.
Dividends come from distributable reserves (usually retained earnings). This is separate from the share premium accounts.
What Happens During Funding Rounds?
- When investors join your company, they typically buy shares at a price significantly higher than the par value
- If your shares have €0.01 par value and an investor pays €10 per share, the company records €0.01 as share capital and €9.99 as share premium for each share issued
- The investor doesn't care about this accounting distinction - they've paid €10 per share for their agreed percentage of the company
- The cash received (all €10 per share) goes into your bank account and can be used for any legitimate business purpose to grow the company
Can You Issue Shares Below Par Value?
No, Section 66 of the Companies Act 2014 prohibits issuing shares at a discount to their nominal value.
If your shares have €1 par value, you cannot issue them for €0.50 - you must receive at least €1 per share as a minimum. This restriction explains why low par values are preferable - they give you maximum flexibility to issue shares at various prices without risking accidental violations.
Violating this prohibition can result in the directors being personally liable for the discount amount, so it's a rule worth understanding and respecting.
Common Par Value Mistakes
- Setting par values too high (€1 or more) creates unnecessary restrictions as your company grows through funding rounds
- Forgetting to document share premium properly when shares are issued above par value can cause accounting problems during audits or due diligence
- Assuming par value equals market value leads to confusion during investor discussions
- Creating too few authorized shares at incorporation means you'll need to amend your constitution before completing funding rounds, adding delays and legal costs

Stuart Connolly is a corporate barrister in Ireland and the UK since 2012.
He spent over a decade at Ireland's top law firms including Arthur Cox & William Fry.



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