The Companies Act 2014 was signed into law on 23rd December 2014 and is expected to become effective under Irish law on 1st June 2015.

New Form Private Limited Company

One of the main innovations being introduced under Volume I of the Companies Act 2014 is the introduction of the new form private company limited by shares (LTD) to which a range of company law reforms will be applied. Once the Act is commenced later this year, it will be possible to avail of the option to form such a company.

Features Of The New ‘LTD’

Some of the key features of the new ‘LTD’ are:- 1. Single director companies will be permitted for the first time. However this provision will only be afforded to the ‘LTD’, with all other company types still being obliged to maintain a minimum of two directors (or more if required by their articles of association). 2. A company secretary is still required to be appointed but they must be a separate person from the single director. A company secretary may continue to be either an individual or a corporate entity. 3. No corporate directors will be permitted under the new legislation. 4. Private companies will be permitted to have between 1 and 149 members. 5. A single one document ‘model’ constitution will be required. 6. There will be no objects clause to be specified in the constitution document and the concept of ‘Ultra Vires’ will no longer exist. 7. A multi member ‘LTD’ may dispense with the requirement to hold an Annual General Meeting (AGM) with the consent of the members. 8. Written resolutions of members may be passed by majority as opposed to unanimously as is presently the case, subject to certain criteria. 9. A ‘LTD’ will not be permitted to list any securities either shares or debt.

What Questions Do You Have?

We are happy to help. Please post your comment below or call Mary Flanagan, Director of Business Advisory Services at Cooney Carey, on 01 677 9000. Alternatively, send her an email: mflanagan@cooneycarey.ie

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