28/01/2015

28/01/2015

COMPANIES ACT 2014 – Summary Of The Key Provisions

signing The long awaited Companies Act 2014 was finally signed into law on 23rd December 2014 making it the largest piece of legislation in the history of the state, consolidating within it over 50 years of Irish company law and EU Statutory Instruments. The Act is expected to become effective under Irish law on 1st June 2015. Key features of the Act 1. The new form company, ie the private company limited by shares (LTD) will be introduced by Volume 1 of the Act which will permit significant reforms when compared to existing private companies. 2. All other company types will be covered by Volume 2 of the Act, eg
  • Designated Activity Company (DAC)
  • Public Limited Company (PLC)
  • Guarantee Company (CLG)
  • Unlimited Company (UL)
  • Investment Company and External Company
3. Directors fiduciary duties currently outlined under common law will now be put on a statutory footing and will be formally codified for the first time. 4. Offences committed by directors under company law will be categorised by degree of severity with tiered levels of fines and potential imprisonment periods specified. 5. Persons with authority to bind the company must now be registered with the Companies Registration Office. 6. New provisions will be introduced for the first time in relation to mergers and divisions of domestic companies. 7. A ‘Single Approval Process’ will be possible whereby companies may obtain one single authority to undertake certain activities. 8. Resolutions of the members may now be passed by majority rather than unanimity subject to criteria. 9. Directors’ compliance statements will be introduced for PLC’s and large companies. 10. Ability to revise defective financial statements will now be possible for the first time. 11. Directors under the age of 18 will cease to be directors.

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