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Corplaw Blog

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

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

Choosing A Company Name In Ireland

Posted by Corplaw on Apr 7, 2015 12:20:00 PM

Making A Name For Yourself

When incorporating a company, choosing the right company name is important. A company name must be unique. A name that is identical or overly similar to one which already exists will not be registered.

Where there is a similar company name in existence which obstructs the registration of a company name, it is possible to furnish the Companies Registration Office with a Letter of No Objection from the existing company to the use of the proposed name. For example, where the two companies will be associated or where the beneficial owner of both companies is the same.

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Topics: Ireland, Legal, Incorporations

Companies Act 2014 – New Audit Exemption Rules

Posted by Corplaw on Mar 10, 2015 7:30:00 AM

The aim of the new Companies Act 2014 is to simplify and streamline company law in Ireland and will enter into force on 1 June 2015. The new Act seeks to place small private limited companies, which account for approximately 85% of all companies registered in Ireland, at the heart of the legislation, making it easier for them to do business.

Among the many and wide-ranging changes this new Act will give rise to are in relation to the rules surrounding audit exemptions. The purpose of the audit exemption is to reduce any disproportionate and undue administrative burden on those companies that meet the relevant criteria.

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Topics: Ireland, Legal, Compliance

Establishing A Branch In Northern Ireland

Posted by Corplaw on Feb 24, 2015 7:30:00 AM

Certain Irish companies find it valuable or essential for businesses to open a branch in Northern Ireland. This blog will examine the process undertaken when an Irish company establishes a branch in Northern Ireland.

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Topics: Ireland, Legal

Creditors Of An Irish Company - Their Powers Explained In 3 Minutes

Posted by Corplaw on Jan 13, 2015 9:35:37 AM

A person or company to whom money is owing is a creditor.

There are two main types of creditors. A secured creditor has collateral since their debt is secured on one or more of the company’s assets. For example, a bank may demand that the company’s property is secured against a loan which they provide. Whereas, an unsecured creditor’s debt is not secured on company assets. For example, the company’s stationary supplier will usually not request collateral when supplying goods on credit.  

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Topics: Ireland, Legal, Creditor