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.

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Compliance Statements: What Directors Need to Know

The Companies Act 2014 introduced a requirement on directors of certain types of Irish company to include an annual compliance statement (Compliance Statement) in the directors’ report accompanying the company's financial statements.

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Categories Compliance and Enforcement, Duties of Directors and Other Officers

The Conversion Deadline Has Passed ... What’s Next?

The eighteen month transition period provided for in the Companies Act 2014 (the “Act”) has passed and you did nothing. So what should you do now?

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Categories Compliance and Enforcement, Designated Activity Companies, Incorporation and Registration

New Rules on Beneficial Ownership: What you need to know

On 15 November 2016, far reaching provisions on the beneficial ownership of companies and other legal entities in Ireland came into force with immediate effect.

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Categories Compliance and Enforcement, Corporate Governance, Duties of Directors and Other Officers, Functions of Registrar and of Regulatory and Advisory Bodies, Prevention of Market Abuse, Share Capital, Shares and Certain Other Instruments

Mandatory e-filing at the CRO from 1 June 2017

The Companies Registration Office (CRO) is introducing mandatory e-filing of certain submissions from 1 June 2017. 

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Categories Compliance and Enforcement, Financial Statements, Annual Return and Audit, Functions of Registrar and of Regulatory and Advisory Bodies

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.

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Categories Compliance and Enforcement, Designated Activity Companies, Incorporation and Registration

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).

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Categories Compliance and Enforcement, Incorporation and Registration, Unlimited Companies

Companies (Accounting) Bill 2016 – New Rules on Non-Filing Structures

The Companies (Accounting) Bill 2016 (the "Bill") was published on 5 August 2016.

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Categories Compliance and Enforcement, Financial Statements, Annual Return and Audit, Incorporation and Registration, Unlimited Companies

Audit Committees under the Companies Act 2014

Which companies are subject to this obligation and what does it entail?

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Categories Compliance and Enforcement, Duties of Directors and Other Officers, Financial Statements, Annual Return and Audit

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). 

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Categories Compliance and Enforcement, Corporate Governance

The Companies Act 2014 - It is Time to Take Action

It is now a year since the Companies Act 2014 (the Act) came into force.

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Categories Compliance and Enforcement, Designated Activity Companies, Incorporation and Registration

Annual Compliance – Developments under the Companies Act 2014

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

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Categories Compliance and Enforcement, Financial Statements, Annual Return and Audit

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:

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Categories Compliance and Enforcement, Duties of Directors and Other Officers

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. 

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Categories Incorporation and Registration, Share Capital, Shares and Certain Other Instruments

Companies Act 2014: Conversion - Time to Take Action!

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

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Categories Compliance and Enforcement, Designated Activity Companies

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.

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Categories Compliance and Enforcement, Duties of Directors and Other Officers

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.

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Categories Incorporation and Registration, Investment Companies, Re-registration

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.

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Categories Financial Statements, Annual Return and Audit

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. 

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Categories Financial Statements, Annual Return and Audit

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.

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Categories Compliance and Enforcement, Preliminary and General

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.

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Categories Preliminary and General

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.

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Categories Investment Companies

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).

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Categories Designated Activity Companies, Public Limited Companies

LTD or DAC: Directors’ Duties to Re-register

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

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Categories Re-registration

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.

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Categories Miscellaneous

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?

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Categories Share Capital, Shares and Certain Other Instruments

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!

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Categories Share Capital, Shares and Certain Other Instruments

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. 

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Categories Incorporation and Registration

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.

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Categories Corporate Governance

Majority Resolutions

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

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Categories Corporate Governance

Incorporation under the Companies Act

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

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Categories Incorporation and Registration

Top 10 things businesses should know about the Companies Act 2014

Ruairi Mulrean outlines the top 10 things every company director needs to know about the Companies Act 2014.

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Categories Compliance and Enforcement, Corporate Governance, Duties of Directors and Other Officers, Incorporation and Registration, Public Limited Companies, Share Capital, Shares and Certain Other Instruments, Unlimited Companies

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.

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Categories Charges and Debentures

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.

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Categories Charges and Debentures

Companies Act 2014: 10 Frequently Asked Questions

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

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Categories Corporate Governance, Duties of Directors and Other Officers, Preliminary and General

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.

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Categories Incorporation and Registration, Preliminary and General

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. 

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Categories Charges and Debentures

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.

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Categories Duties of Directors and Other Officers

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.

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Categories Charges and Debentures

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).

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Categories Investment Companies

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.

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Categories Unlimited Companies

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.

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Categories Corporate Governance

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.

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Categories Duties of Directors and Other Officers

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.

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Categories Unlimited Companies

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.

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Categories Strike Off and Restoration

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.

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Categories Compliance and Enforcement

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.

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Categories Financial Statements, Annual Return and Audit

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.

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Categories Financial Statements, Annual Return and Audit

Director Compliance Statements

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

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Categories Duties of Directors and Other Officers

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.

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Categories Incorporation and Registration

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.

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Categories Duties of Directors and Other Officers, Incorporation and Registration

Directors’ Meetings Taking Advantage of Modern Communications

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

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Categories Corporate Governance

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.

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Categories Duties of Directors and Other Officers

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.

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Categories Duties of Directors and Other Officers

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.

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Categories Charges and Debentures

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. 

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Categories Charges and Debentures

Will the Companies Bill damage your access to credit?

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

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Categories Charges and Debentures

Categories Charges and Debentures Compliance and Enforcement Corporate Governance Designated Activity Companies Duties of Directors and Other Officers Financial Statements, Annual Return and Audit Functions of Registrar and of Regulatory and Advisory Bodies Incorporation and Registration Investment Companies Miscellaneous Preliminary and General Prevention of Market Abuse Public Limited Companies Re-registration Share Capital, Shares and Certain Other Instruments Strike Off and Restoration Unlimited Companies
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