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Corplaw Blog

Board Meetings – Practice and Protocol Guidelines

Posted by Corplaw on Oct 8, 2015 2:30:25 PM

Practice and protocols with regard to board meetings can differ considerably from one organisation to another. Yet it is important for all boards and their members to follow basic principles in order to become more efficient and effective. The following general guidelines can be of assistance in running a productive board meeting.

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Topics: Corporate Governance, Directors, Compliance, CoSec, Meetings

New Rules Of The Courts Arising From The Companies Act 2014

Posted by Corplaw on Sep 10, 2015 9:15:00 AM

New rules of the courts have been issued in order to facilitate the operation of the Companies Act 2014 which entered into force on 1 June 2015. These rules have been published in the form of statutory instruments (S.I.), with the District Court (Companies Act 2014) Rules 2015 issued as S.I. No. 256 of 2015 and the Rules of the Superior Courts (Companies Act 2014) 2015 issued as S.I. No. 255 of 2015, which came into operation on 1 July 2015. These new rules deal with various matters for which applications can be made to the courts including mergers and divisions, high court examinership and the winding-up of companies.

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Topics: Corporate Governance, Legal, CompaniesAct

Having Your Say – Votes at General Meetings Explained

Posted by Corplaw on Aug 13, 2015 9:15:00 AM

An annual general meeting (AGM) is a meeting of members of a company at which the members can put questions to the directors and receive information pertaining to the company regarding its financial statements, appointment of auditors and changes in the board of directors. A company must hold an AGM every calendar year. The length of time between one AGM and the next cannot be more than 15 months.

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Topics: Corporate Governance, Directors, Meetings

Summary Approval Procedure Under Companies Act 2014 - A Brief Guide

Posted by Corplaw on Jul 14, 2015 9:45:00 AM

The new Companies Act 2014, which commenced on 1 June 2014, aims to radically reform and simplify company law in Ireland. The new Act aims to streamline certain transactions and reduce the compliance burden on companies.

One of the new procedures introduced is known as the Summary Approval Procedure (‘SAP’) and is covered in Chapter 7, Part 4 of the Companies Act 2014. It combines several validation procedures from previous Acts into a single process. It enables companies to engage in certain restricted activities, subject to those parties that the restrictions are designed to protect (such as shareholders or creditors) granting their consent.

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Topics: Ireland, Legal, CoSec

Irish Companies With Non-EEA Resident Directors

Posted by Corplaw on Jun 30, 2015 9:30:00 AM

The provision in Irish legislation allowing persons who are not residents of an EEA (European Economic Area) member state to be a Director of an Irish company has been in force under the Companies (Amendment) (No.2) Act, 1999 since its enactment on 15 December 1999. 

Early Provisions

Section 43 (1) of the Act stated that at least one person who was a Director of the company must be a member of the state, although subsection (3) of the Act provided that this rule would not apply if the company held a bond in the prescribed form to the value of IR£20,000.

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Topics: Directors, Legal

Companies Act 2014: New Company Constitutions & How To Change

Posted by Corplaw on Jun 16, 2015 9:15:00 AM

With the commencement of the Companies Act 2014 (“CA 2014”) on 1 June 2015, directors of existing private limited companies need to decide which company type under the new Act is most suitable for them, either a Designated Activity Company (“DAC”) or the new model company type of Company Limited by Shares (“LTD”), and amend or prepare new constitution documents accordingly.

For the duration of the 18-month transition period, existing private companies limited by shares will operate under the DAC  legislation, so company directors should seriously consider converting sooner rather than later in order to take advantage of the less burdensome obligations provided for the new LTD company type. 

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Topics: Ireland, Legal, Incorporations

Executive & Non Executive Directors - Balancing The Roles

Posted by Corplaw on Jun 2, 2015 1:45:00 PM

Although there is no legal distinction between the powers, duties, responsibilities and liabilities of executive directors and non-executive directors, the two play different roles on a board of directors. Balancing the roles can be vital to optimising the performance of the board.

The Role Of Executive Directors 

Executive directors are employees of the company. They have a thorough knowledge of the company and they manage the day-to-day operations. In basic terms, the executive directors run the company and deal with the preparation of and implementation of the strategic plans and business plans of the company.

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Topics: Ireland, Corporate Governance, Directors

Companies Act 2014: New Rules For Directors

Posted by Corplaw on May 19, 2015 6:30:00 AM

The new Companies Act 2014 aims to radically overhaul, modernise and streamline company law in Ireland and is set to be commenced on 1 June 2015. This blog will look at some of the changes the new Act will entail in relation to company officers.

Directors’ Duties

While directors’ duties will remain much the same under the new Act, the major change is that these duties, previously established in case law rulings over many years, will for the first time be codified into eight fiduciary duties set out in Part 5, Section 228 of the new Act.

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Topics: Ireland, Directors, Legal

Ireland’s Companies Act 2014: Why You Should Act Now

Posted by Corplaw on May 5, 2015 9:30:00 AM

The Choice

The Companies Act 2014 will commence on 1 June 2015. It heralds the introduction of two new private company types, the Designated Activity Company (“DAC”) and the Private Company Limited by Shares (“LTD”). Existing private limited companies, which account for over 90% of companies on the Irish register, must choose to become either a DAC or LTD company.

Although a default position exists, deferring the decision to become either a DAC or LTD company is not recommended. This article advises of the benefits to be gained from proactively making a decision in early course.

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Topics: Ireland, Legal, Incorporations, Compliance

Directors Duties Under The Companies Act 2014

Posted by Corplaw on Apr 21, 2015 9:30:00 AM

Part 5 of the Companies Act 2014 (the “Act”) consolidates the duties and responsibilities of directors in one unified code for clarity and transparency. Under the Companies Acts 1963 – 2013 there is no prescribed list of duties as the duties have been garnered from decisions of the courts on an ad-hoc basis.

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Topics: Ireland, Corporate Governance, Directors