Services » INFO ON THE COMPANIES ACT 2014 » Companies Act 2014

The Companies Act 2014

With the introduction of the Companies Act 2014 commenced on the 1st June 2015, company law will change in its entirety and have ramifications for all companies in Ireland. It will impact the Ordinary Limited Company the most.

How does the Act affect your Limited Company?

The Directors of all existing Limited Companies incorporated before the 1st of June will have a decision to make once the act is introduced. The directors will have to choose which types they want to continue as. The Directors will have up to 18 months to make this decision. The main options available are:

  • Decided to remain as a Private Company Limited by Shares (“LTD”) and change the Memorandum and articles to a new constitution.

  • Change to the new Designated Activity Company (“DAC”).

  • Wait until for 18 month transition period is up and convert then.

Upon the commencement of the act PLC’s, Companies Limited by Guarantee and Unlimited Companies should change their name to include there new suffix, change their Memorandum and articles to a new constitution and get a new company seal

All Companies which are incorporate after the 1st of June 2015 will have to choose what type of Company they are going to be before incorporation, should you have any questions about which type of company is right for you, Please don’t hesitate to contact us.

Below are the main characterise of each type of company:

Private Company Limited by shares.

  • Will have to end with the suffix of ‘Limited’

  • Will be allowed to have a minimum of One Director but must have a separate company Secretary who must have the skills necessary to discharge his/hers statutory and other duties. (we could provide an experienced secretary, if required)

  • Will have a single company constitution instead of a Memorandum and articles of Association but the constitution will have no object clause (The company will be allowed to conduct any lawful business)

  • Will be able to dispense with holding an AGM

  • Will still be required to have a Company Seal

  • No requirement for Audited Accounts

  • Our Fee to remain €199.00 (Inc. VAT)

Designated Activity Company

  • Will have to end with the suffix of ‘Designated Activity Company’

  • Will have to have a minimum of Two Directors but one of the director may be the Company Secretary as well, however, The secretary must have the skills necessary to discharge his/her statutory and other legal duties, (we could provide one, if required)

  • Will have a company constitution instead of a Memorandum and articles of Association and the company will be limited to conducting business that is stated in the constitutions main object clause.

  • Will be not able to dispense with holding an AGM

  • Will still be required to have a Company Seal

  • No requirement for Audited Accounts

  • Our Fee to remain €199.00 (Inc. VAT)

Unlimited Companies

  • Will have to end with the suffix of ‘Unlimited Company’

  • The Members of the company will be liable for any unpaid debts upon liquidation or windup.

  • Will have to have a minimum of two Directors but one of the director may be the Company Secretary as well, however, The secretary must have the skills necessary to discharge his/her statutory and other legal duties, (we could provide one, if required)

  • Will have a company constitution instead of a Memorandum and articles of Association and the company will be limited to conducting business that is stated in the constitutions main object clause

  • Minimum of One shareholder

  • Will be able to dispense with holding an AGM

  • Will still be required to have a Company Seal

  • No requirement for Audited Accounts

  • Our Fee to remain €199.00 (Inc. VAT

Guarantee Companies with a Share Capital

Guarantee Companies can no longer have a share capital, such companies will have to re-register as a Designated Activity Company or a Public Limited Company. It is likely that most of these types of Company will re-register to a Designated Activity Company.

Guarantee Companies, Sports & Social Co’s

  • Will have to end with the suffix of ‘Company Limited by Guarantee’

  • Will have to have a minimum of Two Directors but one of the director may be the Company Secretary as well, however, The secretary must be experienced, (we will be able to provide one, if required)

  • Will have a company constitution instead of a Memorandum and articles of Association and the company will be limited to conducting business that is stated in the constitutions main object clause.

  • Minimum of One Member.

  • If more than one member, will be not able to dispense with holding an AGM

  • Will still be required to have a Company Seal

  • Can dispense with the suffix ‘Company Limited by Guarantee’ upon application to the CRO

  • Cannot have a share capital

  • No requirement for Audited Accounts as long as all members agree

  • No requirement for the company to file accounts with the with CRO, if the company is not trading for gain

  • Our Fee to remain €299.00 (Inc. VAT)

Guarantee Companies Owners Management, for common areas

  • Will have to end with the suffix of ‘Owners Management Company Limited by Guarantee’

  • Will have to have a minimum of Two Directors but one of the director may be the Company Secretary as well, however, The secretary must be experienced, (we will be able to provide one, if required)

  • Will have a company constitution instead of a Memorandum and articles of Association and the company will be limited to managing the common areas of a multiunit development (The Constitution must include the provisions as stated in the Multi unit Development Act 2011.)

  • Minimum of One Member.

  • If more than one member, will be not able to dispense with holding an AGM

  • Will still be required to have a Company Seal

  • No requirement for audited accounts if agreed to by the members

  • No requirement for the company to file accounts with the with CRO

  • Our Fee to remain €299.00 (Inc. VAT).

Guarantee Companies, for charitable status

  • Will have to end with the suffix of ‘Company Limited by Guarantee’

  • Will have to have a minimum of Three Directors who cannot be related by blood or Marriage (Revenue Requirement) but one of the director may be the Company Secretary as well, however, The secretary must be experienced, (we will be able to provide one, if required)

  • Will have a company constitution instead of a Memorandum and articles of Association and the company will be limited to conducting business that is stated in the constitutions main object clause.

  • Minimum of One Member.

  • If more than one member, will be not able to dispense with holding an AGM

  • Will still be required to have a Company Seal

  • While the companies act 2014 states that the no audit will be required, Revenue will insist that Charitable Companies continue to have their accounts audited.

  • Can dispense with the suffix ‘Company Limited by Guarantee’ upon application to the CRO

  • Cannot Have a share capital

  • Our Fee to remain €399.00 (Inc. VAT)

Other Issues

External Companies

When the act commences on the 1st of June all external companies will be removed from the register. Should they wish to have a presence here, they will have to register as a branch.

Re-Registration of Companies from one type of company to another type

Every Type of company can now re-resister as any other type of company (Re-Registering a company with Charitable Status will require Revenue approval) There will be no restriction on how many times a company may re-register.  

Voluntary Strike-Off

When the act commences, the voluntary strike off procedure will become a formal procedure under the act. It will be possible for objections/cancellations to be submitted within a 90 Day period. The H15 form will now have to be signed by all the directors of the company.  Our fee remains €199 all-in which includes advertising, we obtaining revenue approval and filing all requirements at CRO

Conclusion

We expect that smaller Companies will want to continue as Private Company Limited by shares which will allow them to have one director and the capacity to carry on any lawful business. We expect that bigger companies and companies that were incorporated for a particular purpose will choose to become a Designated Activity Company and Companies with not related Directors/Shareholder

We will be encouraging all advisors to inform their clients of the changes mentioned above and to convert into the appropriate company type as soon as possible during the transition period (18 months) and to adopt a new constitution that reflects the simpler provisions of the Act. Should you have any questions or wish to proceed with any changes mentioned above please don’t hesitate to email us your questions. It may take a couple of days to respond, due to the anticipated floods of enquiries. Generally speaking, the cost to change a standard company to a new structure will be €125+ VAT which includes a new seal, printed constitutions and required resolutions.    

Disclaimer: This document contains a general summary of the changes in the new act and is not complete not definitive. People using this guide should not rely on this fact sheet only and should obtain specific legal advice before taking any corporate actions

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