The Companies Act 2014 Ireland

Key Contact: Ruairí Mulrean Telephone: +353 1 638 5844 Email: rmulrean@lkshields.ie

Welcome to the Companies Act 2014


The Companies Act 2014 came into effect on 1 June 2015. The comprehensive Act is the largest reform of company law the state has seen in half a century and is intended to make running a business in Ireland easier.

This microsite provides an overview and guidance on the main parts of the Act and what you need to do to prepare. The information will be updated regularly so please subscribe to our alerts and follow us on twitter so that we can keep you informed.


Subscribe

Conversion Under The Companies Act 2014: Time Is Running Out

The Companies Act 2014 provided for a period of transition for private companies limited by shares and incorporated under the Companies Acts 1963-2013 (LC) to facilitate their orderly transition from the old law to the new.  This transition period will end on 30 November 2016.


Read Article

Companies Act 2014:  Change of Name Requirements

Certain companies in existence on 1 June 2015 are required to observe the new naming requirements provided for under the Companies Act 2014 (the Act).


Read Article

Fraudulent CRO Filings – Company Officers Take Note

Company Officers need to be vigilant in monitoring the filings being made on behalf of their company at the Companies Registration Office (CRO). 


Read Article

Annual Compliance – Developments under the Companies Act 2014

The Companies Act 2014 (the Act) introduced a number of changes to annual filing requirements.


Read Article

Directors’ Compliance Statements: A practical guide for directors

The Companies Act 2014 (“Act”) introduces a requirement on directors of the following types of Irish company to include an annual compliance statement (“Compliance Statement”) in the directors’ report accompanying the company's financial statements:


Read Article

Amended Already? The Companies Act 2014

Despite the huge effort invested in the planning, consolidation and revision of over fifty years of legislation which led to the Companies Act 2014 (CA14), it has already been amended a number of times, and it's likely that there will be further amendments before too long. 


Read Article

Companies Act 2014: Conversion - Time to Take Action!

Eight months have passed since the Companies Act 2014 (the “Act”) commenced on 1 June 2015.


Read Article

Companies Act 2014 – Changes regarding the disclosure of Directors’ residential addresses

Under the Companies Act 2014, an officer of a company can apply to have his/her residential address exempt from appearing on the register of companies.


Read Article

Conversion of Existing Regulated Private Companies under the Companies Act

We anticipate that the Central Bank will make it a condition of authorisation that certain regulated entities register as DACs - watch this space.


Read Article

Have you made an error on your accounts?

Having filed your accounts with the CRO have you ever subsequently realised that they contain an error? There was previously no way to correct those errors.


Read Article

Audit Exemption:  Changes Introduced by the Companies Act 2014

The Companies Act 2014 (the Act) has introduced a number of cost saving measures. One such measure concerns the extension of the scope of audit exemption provisions for companies that meet certain criteria. 


Read Article

Board meetings - What has changed?

Board meetings are an essential part of running your business. Recent changes to legislation mean that it is now an offence if minutes of board meetings are not recorded and retained.


Read Article

Did you know… the AGM process has been simplified?

We have outlined below some of the more practical changes which your company may choose to take advantage of.


Read Article

Companies Act 2014: Implications for Funds and their Management Companies

The Companies Act 2014 (the Act) came into force on 1 June 2015. In this briefing we assess the impact of the Act on existing Irish investment funds, both UCITS and AIFs, established as public limited companies (PLCs) and Irish fund management companies, established as private limited companies.


Read Article

Companies Act 2014 - Conversion

The Companies Act 2014 provides for a transition period of eighteen months, which will end on 30 November 2016 (the Transition Period).


Read Article

LTD or DAC: Directors’ Duties to Re-register

What should directors be doing from now until 30 November 2016?


Read Article

New Rules of the Superior Courts deal with changes introduced by the Companies Act 2014

The Rules of the Superior Courts (the RSC) have been amended to facilitate the operation of the Companies Act 2014.


Read Article

Existing Private Companies Limited by Shares

Have you thought about re-registration under the Companies Act 2014? Should you be talking now to your shareholders and key creditors?


Read Article

Bearer Shares will be abolished by the Companies Act 2014

If your company has issued bearer shares and does not convert them into registered shares within eighteen months of the 2014 Act coming into force, the Minister for Finance will become your shareholder!


Read Article

Companies Act 2014 - Time to Consider Your Options

The Companies Act 2014 came into force on the 1 June 2015.  The Act affects all companies incorporated under Irish law, in particular private limited companies. 


Read Article

Effect on Annual General Meetings

Although an important requirement for all companies incorporated in Ireland, the annual general meeting (the “AGM”) is one that is often seen as a formality and overlooked by many private limited companies.  The Companies Act 2014 (the “Act”) seeks to address this and lift the additional administration burden in certain circumstances.


Read Article

Majority Resolutions

Current legislation provides that where shareholders wish to pass a resolution of the company they may be passed either:


Read Article

Incorporation under the Companies Act

Part 2 of the Companies Act 2014 deals with the incorporation and registration of companies.


Read Article

Negative Pledges - Floating Charges Further Devalued

Changes Under The Act The Companies Act 2014 (the "Act") stipulates that the Companies Registration Office ("CRO") will not be permitted to record details of a negative pledge or the crystallisation events for a floating charge when recording particulars of a charge created by a company.


Read Article

Certificate of Registration of a Charge

Changes Under The Act The Companies Act 2014 (the "Act") proposes to amend existing company law provisions that stipulate that a certificate of registration of a charge issued by the Companies Registration Office ("CRO") constitutes conclusive evidence that compliance has been made with statutory requirements to deliver particulars of that charge to the CRO.


Read Article

Companies Act 2014: 10 Frequently Asked Questions

The Companies Act 2014 introduces significant reforms to Company Law in Ireland.


Read Article

Companies Bill 2012 Passes Final Stage

After much debate, the highly anticipated Companies Bill is expected to be enacted into law shortly. It passed final stages on 10 December 2014 and is now ready to be signed into law by the President with the expectation that he will do so later this month.


Read Article

Companies Bill Reaches Report Stage

The Companies Bill 2012 completed the report stage in Seanad Éireann on 30 September 2014.  As the Seanad made 164 amendments, those amendments must be considered by the Dáil.  If the Dáil approves the amendments, the Companies Bill will have been passed by both Houses of the Oireachtas. 


Read Article

Rotation of Directors

Currently the Articles of Association (Articles) of companies provide for some or all of the directors to retire automatically by rotation at the company's Annual General Meeting (AGM).  In addition the Articles may require, any director who has been appointed by the board to fill a casual vacancy during any given year to retire at the next AGM and stand for re-election.


Read Article

Charges and Debentures

Changes Under The Act The Companies Act 2014 (the "Act") will make significant changes to the categories of charges that are affected by company law when its provisions become effective, which is expected to occur in June 2015.


Read Article

Investment Companies

Investment companies incorporated pursuant to the provisions of Part XIII of the Companies Act 1990 are commonly referred to as Non UCITS funds, as distinct to those investment funds (including companies) which are governed by the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011 (the UCITS Regulations).


Read Article

Re-Registration of an Unlimited Company as a Limited Company

Under the 1983 Act, limited companies which had previously converted to unlimited companies could not convert back to limited companies.


Read Article

Written Resolutions making Corporate Transactions Easier

The Companies Act 2014 (the Act) will make a significant positive impact on the way corporate transactions are concluded and on corporate governance in general. Members (shareholders) of a company will be permitted by default to pass written resolutions signed only by the requisite majority.


Read Article

Codification of Director’s Duties

The increased focus on corporate governance, and the development of corporate governance regimes generally, has placed an even greater spotlight on directors to ensure that they closely adhere to their duties and obligations.


Read Article

Reduction of Share Capital at a Premium in Unlimited Companies

The Act provides that an unlimited company can reduce its share capital by the passing of a special resolution (S 1252).  This is already the case under the existing companies acts.


Read Article

Strike Off and Restoration

The Companies Act 2014 (the Act) brings together the many diverse provisions in the Companies Acts dealing with strike off and restorations, introduces a clear distinction between voluntary and involuntary strike off and gives voluntary strike off statutory recognition.


Read Article

Categories of Offences

Part 14 of the Companies Act 2014, for the first time, streamlines all offences under company law and introduces a new four tier categorisation of offences with Category 1 being the most serious offence. It is hoped that this part of the Act will simplify the offence provisions and introduce a more structured and consistent process.


Read Article

Revision of Defective Financial Statements

Under the Companies Acts 1963 - 2013 there is currently no facility for rectifying statutory financial statements where an error is discovered following filing in the Companies Registration Office. The Companies Act 2014 introduces new provisions allowing the voluntary revision of financial statements.  These new provisions mirror the current position in the UK.


Read Article

Exclusions and exemptions relating to the filing of financial statements

Part 6 of the Companies Act 2014 (the “Act”) contains a number of exceptions and exemptions relating to the preparation of financial statements that can be availed of by companies if certain criteria are satisfied.


Read Article

Director Compliance Statements

The Companies Act 2014 sees the reintroduction of annual director compliance statements.


Read Article

Conversion of Existing Private Companies - Glossary

Part 2 of the Companies Act 2014 (the Act) will not only consolidate all the Companies Acts 1963 to 2013 it will also introduce two new types of private companies limited by shares to replace the existing single type of private company limited by shares.


Read Article

Single Director Companies - The Buck Stops With You

Presently, under the Companies Acts 1963-2013, a company is required to have at least 2 directors at all times.


Read Article

Directors’ Meetings Taking Advantage of Modern Communications

The Companies Act 2014 will bring welcome development and modernisation to the Irish corporate governance landscape.


Read Article

Glossary of Director’s Duties

Part 5 of the Companies Act 2014 (the Act) will for the first time, codify in legislation the eight main fiduciary duties of directors in one place.


Read Article

Directors’ New Duty - Skilled Secretaries

Presently, under the Companies Acts 1963-2013, only the directors of a public limited company had a duty to ensure the secretary had the necessary skills.


Read Article

Satisfaction of Charges

Changes Under The Act The Companies Act 2014 (the "Act") proposes to introduce criminal penalties for company directors and the company secretary if they sign a statement that is received by the Companies Registration Office ("CRO") that confirms that debt secured by a charge has been satisfied in whole or in part or that property has been released from that charge ("a statement of satisfaction or release") when they know that that statement is false.


Read Article

Priority of Charges

The Companies Bill 2012 (the "Bill") proposes significant reform to the current rules that determine which of two registerable charges created by a company over the same property should be given priority. 


Read Article

Will the Companies Bill damage your access to credit?

The issues raised in this article have been addressed in the Companies Act 2014.


Read Article

Copyright © LK Shields
40 Upper Mount Street, Dublin 2, Ireland

Please read: Legal notices & Privacy Policy
Design Credit: Isaac Parker