Irish company law Irish company law as recently changed with the replacement of the 1963 to 2013 Companies Acts with the Companies Act 2014 (“The Act”). This Act runs to 1,300 pages and 1,440 sections. In this article we will set out a synopsis of some of the changes that may impact on our client companies and their directors. Most of the sections have recently commenced.
The Act replaces the present private limited company with two entities, namely the Private company limited by shares (LTD) and the Designated Activity Company (DAC).
Existing private limited companies will have to decide which of the two entity types they wish to become. They can opt in and become a new LTD, opt out and become a DAC or do nothing and be deemed to be a DAC for the transition and a LTD thereafter.
New LTD
Some of the differences between the existing private company and the LTD are:
- A minimum of one director will be required (currently two);
- There will be no need to hold an AGM (currently only single member companies may dispense with this requirement);
- The internal and external legal rules governing companies are currently set out in the Memorandum & Articles of Association. In future, companies on incorporation will only require a single document constitution;
- The capacity of LTDs will not be bound by the ultra vires rule
- The Company Secretary must in future have the requisite skills or access to such skills;
Company incorporation will be more straightforward. If you want a company, contact us here and we will provide a competitive quotation to include tax registration, introduction to banks and advice regarding start-up procedures – a turnkey service, in other words.
If you would like us to help you to change over to the new LTD, please contact us here for more information.
Other entity types
- Guarantee companies (CLG)
- Public limited companies (PLC)
- Unlimited companies (UC)
CLG
CLGs will be most commonly used by charities, sports and social clubs and management companies;
They will continue to have a Memorandum & articles of Association with a main objects clause;
They may opt to have just one member (currently at least seven);
They will be able to avail of audit exemption;
They must change the name to include “Company limited by Guarantee” or CLG at the end of the name;
They must have at least two directors
PLC
This is the only form of company that will be permitted to have shares listed on the stock exchange;
They will continue to have a Memorandum & Articles of Association;
They will continue to have a main objects clause;
They may opt to have just one member (currently at least seven);
They must have at least two directors;
No name change is required.
UC
Will continue to have a Memorandum & Articles of Association;
Will continue to have an objects clause;
May opt to have just one member (currently at least two)
Must include “Unlimited company” or “UC” at the end of its name.
The Act contains provisions regarding:
- The fiduciary duties of directors, shadow directors and fiduciary directors;
- The Company Secretary must have the requisite skills and resources or access thereto;
- Production by the directors of a Compliance statement (large private and all public companies);
- Provisions relating to the keeping of books of account, preparation and audit of financial statements;
- Documentation of directors’ loans;
- Audit exemption for group companies and guarantee companies;
- Increased turnover and balance sheet thresholds;
- Formalising the voluntary strike-off process;
- Improving consistency between members’ voluntary, creditors’ and official winding up.
We at Long & Company are well-versed in helping directors to fulfil their duties under the existing Companies Acts and we will continue to do so under the new Act. For further information or to arrange a meeting to discuss our services further, please contact either Declan Long (Declan@longaccounts.ie) or Juanita Mahon (juanita@longaccounts.ie).