1. continued professional
development & training
CPD Seminars
www.cpdseminars.ie
The Companies Act 2014
An Afternoon Seminar with
Brian Walker, Barrister
The Issues, the facts, and the solutions
A practical half day seminar
at venues nationwide
February and March 2015
3 hours credit for CPE and CPD*

2. Why you should attend this seminar
Irish Company Law is shortly about to change here
on 1st June 2015 with the big changeover from
the Companies Acts 1963 to 2013 to the new Act.
More companies will be entitled to apply for relief
as small company audit exemption thresholds are
expected to exceed €10 million in June.
Lots and lots of new paperwork will be required
to convert over to the new company types,
claim audit exemption under the new rules,
new procedures and an array of brand-new CRO
statutory forms!
This seminar will be of enormous benefit to
accountants, solicitors, company directors,
company secretaries, auditors, financial
controllers, CEOs and all persons who have duties
and responsibilities under Irish Company Law.
The big issues in The Companies Act 2014
15“New Things”you need to know for 2015
1. The new LTD Demystified
and Simplified
• Why changeover to the new LTD
• The advantages of the LTD
• Fees, CRO forms
• Sample minutes and resolutions
• How to do it! And in less than 15 minutes
2. Restoring a“Lost”Audit Exemption
• Section 343 explained.
• The new District Court Rules
• How to make the application and what will
be required
• Paperwork and timelines
3. Applying for Audit Exemption
• Directors opinion and criteria
• Current threshold limits
• Forthcoming new Companies (Accounting)
Bill 2015
• Possible new €10 million turnover and €6
million balance sheet limits
• How to deal with a section 334 objection
• Paperwork and Sample minutes.
• The new“Micro Undertaking”Company
4. Whitewashing Section 31
Loans to Directors
• The new Summary Approval Procedure
• Company secretarial requirements.
• Completing the statutory declaration
• Don’t be late! Strict timelines apply
• Personal liability implications
5. Revenue Requested Disqualifications
• New Revenue powers to seek disqualification
orders against company directors
• Section 160(2)(h) Companies Act 1990
• Prohibition on acting as a director or
manager of any company
• What defences are available, if any?
6. New Director Disqualification
Undertakings
• Certain company directors not compliant
with their CRO obligations will be at high risk
of receiving a Section 850 Disqualification
Undertakings Notice
• The “Disqualification Acceptance
Document”
• The 21 day timeline
• Advising a director on the consequences of
signing an acceptance document
7. Request to Create a Single
Director Company
• Whilst technically possible after June 2015
for the new LTD, it will not be automatically
available to the vast majority of companies
unless they comply with certain provisions
• Advantages of a single director company
and reduced paperwork
• The legal position of the so-called spouse
director
8. Examinership Lite in the Circuit Court
• Examinership Lite in the Circuit Court
• New Rule 53A, available locally
• The application procedure
9. Making Directors Personally Liable
• Section 232, Suing directors personally
• New duty on directors to act both“Honestly
CPD Seminars 57 Dame Street, Dublin 2. Tel: 01 679 0975
Fax: 01 679 5262 | E-mail: cpdseminars@eircom.net | Website: www.cpdseminars.ie

3. CPD Seminars 57 Dame Street, Dublin 2. Tel: 01 679 0975
Fax: 01 679 5262 | E-mail: cpdseminars@eircom.net | Website: www.cpdseminars.ie
and Responsibly”
• Directors statutory duties
• New Secion 53 Provisions on corporate
debts,“wilfully disobeyed”
• New remedies for creditors and insolvency
practitioners
10. The new Section 570 21 day
warning letter
• The benefits and advantages of the Section
570, 21 day warning letter?
• The Winding up Petition under the
Companies Act 2014
• How and when to use the new winding up
petition and how to get great results from
this procedure under the Companies Act
2014?
11. The new Section 567 Application
• The Section 567 Application for relief
against abandoned unliquidated insolvent
companies
• a creditors remedy worth remembering
12. Registering a company after 1 June 2015
• Nine new company types will be available
• What are the advantages and restrictions of
the different company types?
• The new LTD versus the Designated Activity
Company?
13. Shareholder Disputes
• Section 212 Cases?
• What happens when shareholders/ directors
are embroiled in dispute?
• New“Corporate Divorce”provisions in the
new Companies Act 2014
• Shareholder agreement provisions
14. New statutory requirements on minutes
and resolutions
• Board Portals, E-Governance
• How to use Board Portals to modernise and
enhance Corporate Governance?
• What new tools are available to help the
Board run more smoothly
• New technology to facilitate meetings and
reduce the expense of Boardroom Packs.
15. Drafting a New Shareholders Agreement
under the 2014 Act
• Over 161,000 private companies who do not
convert over to the new LTD at the end of
the transitional period will automatically lose
their old-style memorandum and articles of
Association and be deemed to have a new
constitution
• Having a new shareholders agreement in
place will be a popular alternative.
Brian Walker B. L.
Brian Walker is practicing barrister. He has
over 35 years experience of company law and
company secretarial practice, having previously
worked with the accountancy firms of KPMG
and PricewaterhouseCoopers. He has been CPD
lecturer in company law to the main accountancy
bodies for the past twenty years. His approach to
company law is straightforward, direct and easily
understood. He will focus on changes in company
and commercial law and the most important
issues that arise daily for accountants, solicitors
and company directors. Comprehensive notes
accompany his presentations.
*CPE and CPD credits – 3 hours

4. The new company law seminar
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FEE: €195| Time: 2-5pm | 3 CPD Credits
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CPD Seminars 57 Dame Street, Dublin 2. Tel: 01 679 0975
Fax: 01 679 5262 | E-mail: cpdseminars@eircom.net | Website: www.cpdseminars.ie
THE COMPANIES ACT 2014
ALL SEMINARS 2pm -5pm, Fee €195
❏ DUN LAOGHAIRE
Tuesday, 24th February,
Harbour View Business Centre,
Clarence Street
❏ MULLINGAR
Wednesday 25th February
Mullingar Park Hotel.
❏ CASTLEBAR
Thursday 26th February
Breaffy House Hotel
❏ MONAGHAN
Friday 27th February
The Four Seasons Hotel
❏ WATERFORD
Tuesday 3rd March
The Tower Hotel
❏ KILKENNY
Wednesday 4th March
Butler House Hotel
❏ DUBLIN CITY
Thursday 5th March
The Alexander Hotel
❏ THURLES
Friday 6th March
Horse and Jockey Hotel
❏ CORK
Monday 9th March
The Imperial Hotel
❏ KILLARNEY
Tuesday 10th March
The Malton Hotel
❏ LIMERICK
Wednesday 11th March
The Savoy Hotel
❏ GALWAY
Thursday 12th March
The Menlo Park Hotel
❏ ATHLONE
Friday 13th March
The Radisson Blu Hotel
❏ SLIGO
Wednesday 18th March
The Glasshouse Hotel
❏ LETTERKENNY
Thursday 19th March
The Radisson Blu Hotel
❏ DERRY
Friday 20th March
The City Hotel
❏ DUBLIN CITY
Tuesday 24th March
The Dean Hotel
❏ WEXFORD
Wednesday 25th March
The Ferrycarrig Hotel
❏ CAVAN
Friday 27th March
The Cavan Crystal Hotel
❏ STILLORGAN
Monday 30th March
Radisson St Helens
❏ DUNDALK
Tuesday 31st March
The Crowne Plaza Hotel