The Companies Act, 2014 - Frequently Asked Questions

The Companies Act 2014 (the “Act”) was signed into law on 23 December 2014 and it is expected that it will become operative on 1 June 2015.  The Act will directly impact all Irish companies and, at this stage, businesses should be considering the nature of that potential impact, including on their corporate structures, corporate governance and on future re-organisations and transactions.

In our ByrneWallace Company Act 2014 FAQ Guide, we have highlighted some of the key changes which are likely to be of interest to Irish companies which include: 

• What is the Structure and Purpose of the Act?

• What are the key changes affecting the private companies under the Act?
  
  • What are the permitted types of Private Company under the Act?
  • What are the key features of a Company Limited by Shares (LTD)?
    
  • When will it be appropriate to convert to LTD? 
    
  • What is the timeline and procedure for conversion to LTD? 
    
  • What are the key features of a Designated Activity Company (DAC)
    
  • When will it be appropriate to convert to a DAC? 
    
  • What is the timeline and procedure for converting to a DAC?
    
  • What are the consequences of not converting to an LTD or DAC? 
    
  • How does the Act protect members and creditors from failure to convert?
    

• What other company types are permitted under the Act?
  • What are the key changes affecting Unlimited Companies?  
    
  • What are the key changes affecting Public Limited Companies? 
    
  • What are the key changes affecting Guarantee Companies? 
    
  • What are the key changes affecting Investment Companies? 
    
  • What are the key changes affecting “branches” and "places of business” under the Act? 
    

• What are the key corporate governance related changes under the Act?
  • What are the key changes to Directors’ Duties under the Act?
  • What are Directors’ Compliance Statements? 
    
  • What are Audit Statements?
    
  • What are the key changes affecting the role of Company Secretary? 
    
  • Where are the internal regulations governing the company set out under the Act? 
    
  • How do General Meeting Requirements change under the Act? 
    
  • What is the new Majority Written Resolution Procedure?
    

• Has the law on capacity and corporate authority changed under the Act?
  • Have there been changes to Corporate Capacity?
  • How does the Act affect Corporate Authority?
    

• Corporate Structures / Re-organisations
  • Has the test for determining a holding company/subsidiary relationship changed under the Act?
  • What are Domestic Mergers and Divisions? 
    
  • Is a Scheme of Arrangement or Compulsory Buy-Out still possible under the Act? 
    
  • Is it simpler to carry out a capital reduction under the Act? 
    
  • Are there any other innovations which will assist in group re-organisations?
    
  • Has the prohibition on financial assistance been retained under the Act? 
  • What is the new Summary Approval Procedure (“SAP”)? 

• How does the Act impact on insolvency and winding up of companies?
  • What are the key changes in relation to Winding Up of companies under the Act?
  • Have there been any changes to the procedure for a Compulsory Winding-Up? 
    
  • What are the key changes regarding Receivers? 
    
  • Are there any changes to the Examinership regime? 
    
  • Has the law regarding Schemes of Arrangement changed under the Act? 
    
  • What is the status of unclaimed dividends and balances on a winding-up under the Act? 
    

• What are the new innovations regarding registration and priority of security?

• What are the key changes relating to accounts and audit?
  • How are Defective Financial Statements dealt with under the Act? 
    
  • How has the Audit Exemption changed under the Act?
    
  • Are there any changes relating to the Directors’ Report? 
    

• Does the Act contain any changes relating to company law offences?

Click here to download a full copy of the ByrneWallace Company Act 2014 FAQ Guide

How Can Byrne Wallace help?

ByrneWallace can assist Irish companies in navigating and transitioning to the post-commencement regime, including adopting appropriate new constitutions, preparing for conversion to the new company types and understanding the new corporate governance and other requirements in a practical, efficient, straightforward and cost-effective manner. 

For further information or advice, please contact Gillian O'Shaughnessy, Partner, Corporate and Commercial Dept on +353 (0)1 691 5286 or any of our Corporate Partners  or your usual ByrneWallace contact.

How can I obtain further information on the Act?

For further information on the Act, including the issues and considerations flagged above, please refer to some of our other related Company Act 2014 publications. 

Alternatively, click here to register for our e-bulletins or Follow us on LinkedIn for general news and Companies Act updates.

This note is provided for general information purposes only.  It is not intended as an exhaustive list of the changes introduced by the Act, it does not purport to deal with all aspects of its subject matter and it does not constitute legal, regulatory, company secretarial or any other advice on any matter addressed.