Companies Act 2014

Companies Act 2014

The Companies Act 2014 has replaced all existing Company law statutes and overall is expected to simplify Company law in Ireland.

New Company Types

The Act provides for the following formats of registered company:

  • Private Limited Company (‘LTD’)
  • Designated Activity Company (‘DAC’)
  • Company Limited by Guarantee (‘CLG’)
  • Unlimited Company with share capital (‘ULC’)
  • Public Limited Company (‘PLC’)
  • Public Unlimited Company with share capital (‘PUC’)
  • Public Unlimited Company without share capital (“PULC”)

What should you do?

Following 1 June 2015 there is a ‘transition period’ of 18 months for Companies to reregister in one of the new formats. This principally impacts on Private Limited Companies, which will have the following choices:

  1. Elect to convert to the new format of Private Limited Company (‘LTD’).
  2. Elect to convert to a Designated Activity Company (‘DAC’), within the first 15 months of the 18 months transition period.
  3. Do nothing – the Company will then automatically convert to a LTD at the end of the 18 month transition period.

In relation to many of the other Company types set out above, no further action is required as regards conversion

Election to be a Private Company Limited by Shares (LTD)

This is likely to be the most common form of private limited company in the future. The LTD can have one director but must have a separate company secretary. The LTD will have a one document constitution that will contain no objects clause. Not every company can be a LTD, for instance banks and insurance companies and those with a debt listing cannot be LTDs.

Election to be a Designated Activity Company (DAC)

The Designated Activity Company (DAC) is very similar to our current private limited company. It will continue to have a two document constitution and its name will end in a DAC. Certain existing private companies will be compelled to register as a DAC, such as credit institutions and insurance companies.

No election

A company that makes no election will, after 18 months of the commencement of the Act, be deemed to be a LTD.

LTD

DAC

  • Can have 1 director
  • Minimum of 2 directors
  • Can dispense with the AGM
  • Can only dispense with AGM if single member
  • Will not require objects clause
  • Must have an objects clause
  • No need for authorised share capital
  • Must have an authorised share capital
  • Cannot list debt security
  • Can list debt security

Some other key points in the Act

Directors

  • for certain companies a director’s compliance statement will be required whereby they must acknowledge compliance with both company and tax law; and
  • the directors’ report in accounts to confirm there is no relevant audit information of which auditors are unaware which will lead to increased accountability.

Miscellaneous

  • audit exemption for small groups and guarantee companies have been introduced
  • offences will now be categorised and increased penalties imposed for more serious offences (including imprisonment);
  • requirement for auditors’ reporting for offences falling into category 1 or 2 only;
  • merger provisions for Irish private entities have been introduced;
  • all companies can now be single member;
  • liquidators and examiners must now be qualified to act;
  • directors of insolvent companies must show they co-operated with liquidator to avoid restriction;
  • optional two-stage registration process for charges;
  • change to definition of charges so that charge over cash/bank account no longer required to be registered; and At this stage it is advisable for existing companies to examine their current corporate structure, review future plans and generally consider the practical effect of the Act

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