In Ireland, company law is primarily governed by the Companies Act 2014, which took effect on 1st June 2015. The Act has consolidated and reformed Irish company law, and it has significant implications for companies operating in Ireland.
Here are some of the key obligations for companies under the Act:
- Company Type: The Act introduced a new type of company known as a Private Company Limited by Shares (LTD), which has a simplified constitution and can have just one director (though it must have a separate company secretary). Existing private limited companies were required to convert to either LTD or Designated Activity Company (DAC).
- Directors and Secretaries: All Irish companies must have at least one EEA-resident director, or alternatively, they may take out a bond to cover potential fines for non-compliance with company law. The company must also have a company secretary, who can be a director in LTD companies but not in DACs or PLCs.
- Company Constitution: Companies must adopt a constitution setting out the company’s rules and regulations. For LTD companies, this replaces the previous requirement for a memorandum and articles of association.
- Accounting: Companies are required to keep proper books of account, and larger companies must have their accounts audited.
- Annual General Meetings (AGMs): An AGM is required each year for DACs, PLCs, and other company types, but LTDs can opt out of holding an AGM if all members entitled to attend and vote at such a meeting sign a written resolution.
- Annual Return: Companies must file an annual return with the Companies Registration Office (CRO), together with financial statements (unless they are entitled to an audit exemption).
- Corporate Governance: Directors have duties to act in good faith, to act honestly and responsibly, and to avoid conflicts of interest, among others. The Act introduced a new codified list of directors’ duties.
- Directors’ Compliance Statement and Audit Committee: Larger companies have additional obligations to make a directors’ compliance statement in their directors’ report and to establish an audit committee.
- Disclosure: The company name and certain other details must be displayed at the company’s registered office and on company documents.
- Share Capital: There are rules regarding the allotment and transfer of shares, maintenance of company capital, and distributions to shareholders.
This is a summary of some key points and is not an exhaustive list. Companies should seek professional advice to ensure they fully comply with their obligations. The Act is a significant piece of legislation, and non-compliance can lead to fines, penalties, or disqualification of directors.
Talk to one of our consultants for a professional advise and guidance on the company’ compliance