Companies Act 2014
The Companies Acts 1963- 2013 was replaced by The Companies Act 2014 on the 1st of June 2015.
ISME CEO, Mark Fielding, was a member of the Company Law Review Group and a key contributor to the drafting of the new Act.
The new Act is intended to modernise and simplify company law, promote good corporate governance and reduce the administrative burden on business.
It is important to note what this will mean for your company:
- It will bring changes in legislation which will affect every company
- All existing Private Companies Limited by Shares will be required to change to a new Company Type
- All CRO (Companies Registration Office) forms will change from 1st June 2015
- Old forms will no longer be accepted after this date
- New forms should not be submitted prior to 1st June 2015
- Draft forms are available on the CRO website – www.cro.ie
- Conversion forms will be free of charge
- The Companies Act 2014 introduces a “conversion” process required for all private companies limited by shares to convert into one of two new company types, the LTD or DAC model.
The Companies Act 2014 introduces a “conversion” process required for all private companies limited by shares to convert into one of two new company types, the LTD (simplified Private Limited Company) or DAC (Designated Activity Company) model.
The LTD Model
- is allowed to have one director but must have a separate secretary
- can pass majority written resolutions
- does not need to hold an AGM in certain circumstances
- has a simple one-document constitution to replace the Memorandum and Articles of Association (M&A)
- does not have any stated objects (can engage in any allowed activity)
- name of the company must end with the suffix “Limited” or “Teoranta”
The DAC model
- is a private company limited by shares OR by shares and guarantee
- must have at least two directors
- can pass majority written resolutions (where constitution allows)
- is required to hold an AGM where there are 2 or more members present
- has a two-document constitution – a Memorandum and Articles of Association (M&A) which has stated objects
- the name of the company must end with the suffix “Designated Activity Company” or “Cuideachta Ghníomhaíochta Ainmnithe” unless it is exempted
All current Ltd companies must convert to one of the two options. For more information click here.
Please note the following points about the transition period:
- a period of time will be allowed for an existing Private Company Limited by Shares to opt for conversion to either a LTD or a DAC. (Period of 18 months for LTD companies,15 months for DACs)
- companies that do not convert to a LTD company type will operate under the DAC legislation until the end of the Transition Period
- they do not have to change their name during the Transition Period.
- if such companies choose to do nothing, they will be converted by the CRO, by law, to the LTD model at the end of the Transition Period
- a new electronic certificate of incorporation will be issued by CRO.
Key Points and Changes
Company names must include the company type suffix at the end of its name, unless exempted. More info on exemptions available here.
Companies will only have to meet 2 of the 3 size criteria to qualify as a “small company” for the purposes of claiming an audit exemption. Guarantee and Group companies will be able to qualify for the audit exemption. There will be a new audit exemption available to Dormant companies.
Defective Financial Statements
There will be a mechanism introduced for companies to voluntarily correct defective financial statements where they have already been submitted to the CRO. Companies will only be able to rectify incorrectly filed financial statements by submitting Form B1X along with the corrections.
Medium Sized Company
For a company to be considered a “Medium sized company” for the filing of abridged financial statements, the qualification criteria is widened.
Under the new Act, every director and secretary must be aged 18 or over. Any appointment where the company officer is a minor is void. This applies to companies that were incorporated prior to the new Act’s introduction and any minor who is currently appointed as a director, ceases to be a director.
Where any director (where already appointed to a company) is or becomes disqualified in a foreign jurisdiction please contact the CRO. This should be done within 3 months of the commencement of the Act for existing company directors who are currently disqualified.
Directors duties have now been codified and set out in Part 5 of the new Companies Act.
The procedure for voluntary strike-off has been formalised by the commencement of the Act. The request for strike-off must be completed by all of the directors of the company and be accompanied by the necessary letter of no objection from the Revenue Commissioners and a newspaper advertisement.
The new Act introduces a second method of submitting charges for registration with the CRO. The current procedure of filing Form C1 online can still be followed (One Stage Procedure). There will be a new Two Stage Procedure – where notice of intention to create a charge (Form C1a) is followed within 21 days by notice of creation of the charge (Form C1b). Failure to file the Form C1b on time will lead to the Form C1a being rejected. Either the One or the Two Stage Procedure should be followed.
Priority of charge will be established by date and time of receipt of a fully completed submission to the CRO – the date of creation of the deed of charge will no longer determine the priority. This applies in relation to both procedures.