The Companies Act 2014 consolidates and modernizes Irish company law. Key changes include introducing two new types of private companies (LTD and DAC), simplifying corporate governance rules, expanding the audit exemption, and establishing new procedures for company reorganizations. The Act also aims to make it easier for companies to do business in Ireland by reducing legal requirements and complexity. There will be an 18 month transition period for existing companies to convert to the new structures. Matheson, an Irish law firm, can advise on effectively transitioning to the new regime.
The Companies Act, 2013 has been in force for about a year now. The law while ushering in a new era for corporate regulation in India has introduced massive changes in the way companies govern themselves.
CII has been instrumental in ensuring that industry voices were heeded during each stage of evolution of the Act. Our advocacy still continues with formal submissions on implementation of the legislation which has now thrown up newer issues and challenges. This is being done through various mediums including consolidated CII Representations; closed-door meetings with industry captains; one-to-one meetings with concerned Ministers and other key officials at the MCA.
Based on these submissions and interactions, many concerns highlighted by CII post notification of the Act and Rules have been clarified / notified by MCA. The remaining issues cover provisions relating to onerous requirements for private companies and closely-held unlisted public companies; related party transactions; CSR; amounts treated as deposits; certification of internal financial controls instead of internal control over financial reporting; consolidation of accounts; alignment with SEBI regulations, etc amongst others. These provisions require reconsideration either due to their extended reach or complexity in drafting the regulation or practical difficultly in compliance.
The Companies Act, 2013 has been in force for about a year now. The law while ushering in a new era for corporate regulation in India has introduced massive changes in the way companies govern themselves.
CII has been instrumental in ensuring that industry voices were heeded during each stage of evolution of the Act. Our advocacy still continues with formal submissions on implementation of the legislation which has now thrown up newer issues and challenges. This is being done through various mediums including consolidated CII Representations; closed-door meetings with industry captains; one-to-one meetings with concerned Ministers and other key officials at the MCA.
Based on these submissions and interactions, many concerns highlighted by CII post notification of the Act and Rules have been clarified / notified by MCA. The remaining issues cover provisions relating to onerous requirements for private companies and closely-held unlisted public companies; related party transactions; CSR; amounts treated as deposits; certification of internal financial controls instead of internal control over financial reporting; consolidation of accounts; alignment with SEBI regulations, etc amongst others. These provisions require reconsideration either due to their extended reach or complexity in drafting the regulation or practical difficultly in compliance.
Greetings, We from B C Shetty & Co., Chartered Accountants are glad to help you out with the conversion process. The above slide is a small brief-up of what we do.
Private Limited Company vs Limited Liability Partnership (LLP) vs One Person ...vakilsearch_tutorial
It should take no longer than 5 minutes to choose between the available legal structures for your business. Your options are the Private Limited Company, Limited Liability Partnership (LLP), One-Person Company (OPC), General Partnership and Sole Proprietorship. But the general approach to this decision is so academic, entrepreneurs end up wasting their time. There’s no need to educate yourself on the minute differences between say, a Private Limited Company and an LLP. This is because, with only a few exceptions, every business will be suited to just one legal structure. So let's find out which one is right for you.
The Companies Act 71 of 2008, as amended by the
Companies Amendment Act 3 of 2011, and the
Companies Regulations 2011 came into effect on
1 May 2011.
The Act replaces the 1973 Companies Act . Some of the
provisions relating to the winding-up of insolvent companies in
the 1973 Companies Act will continue to apply until alternative
legislation has been brought into force to deal with the
winding-up of insolvent companies. Also any investigation by
the Minister or the Registrar of Companies under the 1973
Companies Act may be continued.
For the most part, however, the Act contains new
provisions to which companies are required to adhere to
from 1 May 2011. There are certain exceptions set out in
Schedule 5 which deal with transitional arrangements to
facilitate the transition from the 1973 Companies Act to
the Act.
This booklet has been prepared taking into account
the Act and Regulations as at 1 May 2011.
Compiled by KPMG.
Difference between company llp and partnership firm Sandeep Kumar
This slide give an idea to the reader that how company LLP is different as compare to the partenership firm . so after going through these slides they would easly understood the concept and good understanding out of it
Kenya Companies Act 2015 progressive or retrogressiveokirifelix
The paper is a general review of Kenya Companies Act 2015 in totality. However, the paper adopts a specific study on the critical components of the Act that have got the widest bearing on the formation, operations and management of the corporate entity in Kenya.
Difference between Limited Liability Partnership and Private Limited CompanyBusinessWindo.com
In case of setting up a company or business, lot of entrepreneurs/businessmen intend to form a private limited company wherever at the same time many businessmen also want to set up limited liability partnership company. They are also curious to know what are the benefits or advantages of come under both entities.
Limited Liability Partnerships (LLP)- An OverviewChhavi Sharma
Limited Liability Partnerships (LLP) are becoming an upcoming trend of corporate structure with increased flexibility of partnerships & lesser compliance costs. The shared slide aims at providing a brief overview about the meaning & statutory requirements for incorporation, pros/cons and formation procedure for LLPs. Certain provisions of the Limited Liability Partnership Act, 2008 have been specified herein. Further, recent notification issued by RBI regarding acceptance of direct investment from the foreign investors in LLPs has also been focused upon.
El Miss Venezuela es un evento de tradición en Venezuela, sobretodo para el target de mujeres mayores de 35 años. Este año, el evento estuvo apoyado por plataformas digitales arrojando datos de impacto en la audiencia y una nueva forma de consumir el evento.
Greetings, We from B C Shetty & Co., Chartered Accountants are glad to help you out with the conversion process. The above slide is a small brief-up of what we do.
Private Limited Company vs Limited Liability Partnership (LLP) vs One Person ...vakilsearch_tutorial
It should take no longer than 5 minutes to choose between the available legal structures for your business. Your options are the Private Limited Company, Limited Liability Partnership (LLP), One-Person Company (OPC), General Partnership and Sole Proprietorship. But the general approach to this decision is so academic, entrepreneurs end up wasting their time. There’s no need to educate yourself on the minute differences between say, a Private Limited Company and an LLP. This is because, with only a few exceptions, every business will be suited to just one legal structure. So let's find out which one is right for you.
The Companies Act 71 of 2008, as amended by the
Companies Amendment Act 3 of 2011, and the
Companies Regulations 2011 came into effect on
1 May 2011.
The Act replaces the 1973 Companies Act . Some of the
provisions relating to the winding-up of insolvent companies in
the 1973 Companies Act will continue to apply until alternative
legislation has been brought into force to deal with the
winding-up of insolvent companies. Also any investigation by
the Minister or the Registrar of Companies under the 1973
Companies Act may be continued.
For the most part, however, the Act contains new
provisions to which companies are required to adhere to
from 1 May 2011. There are certain exceptions set out in
Schedule 5 which deal with transitional arrangements to
facilitate the transition from the 1973 Companies Act to
the Act.
This booklet has been prepared taking into account
the Act and Regulations as at 1 May 2011.
Compiled by KPMG.
Difference between company llp and partnership firm Sandeep Kumar
This slide give an idea to the reader that how company LLP is different as compare to the partenership firm . so after going through these slides they would easly understood the concept and good understanding out of it
Kenya Companies Act 2015 progressive or retrogressiveokirifelix
The paper is a general review of Kenya Companies Act 2015 in totality. However, the paper adopts a specific study on the critical components of the Act that have got the widest bearing on the formation, operations and management of the corporate entity in Kenya.
Difference between Limited Liability Partnership and Private Limited CompanyBusinessWindo.com
In case of setting up a company or business, lot of entrepreneurs/businessmen intend to form a private limited company wherever at the same time many businessmen also want to set up limited liability partnership company. They are also curious to know what are the benefits or advantages of come under both entities.
Limited Liability Partnerships (LLP)- An OverviewChhavi Sharma
Limited Liability Partnerships (LLP) are becoming an upcoming trend of corporate structure with increased flexibility of partnerships & lesser compliance costs. The shared slide aims at providing a brief overview about the meaning & statutory requirements for incorporation, pros/cons and formation procedure for LLPs. Certain provisions of the Limited Liability Partnership Act, 2008 have been specified herein. Further, recent notification issued by RBI regarding acceptance of direct investment from the foreign investors in LLPs has also been focused upon.
El Miss Venezuela es un evento de tradición en Venezuela, sobretodo para el target de mujeres mayores de 35 años. Este año, el evento estuvo apoyado por plataformas digitales arrojando datos de impacto en la audiencia y una nueva forma de consumir el evento.
Solid evidence on the links between preventing adolescent childbearing and alleviating poverty can motivate policymakers and donors to invest in reproductive health and family planning programs for youth. Research that documents the clear cause-and-effect relationship between program interventions and outcomes, such as better health and delayed childbearing among teens, can guide decisions about investments in research or programs.
This report examines the evidence for investing in adolescent reproductive health and family planning programs from the perspective of making an evidence-based argument to guide the investment or spending decisions of public or private organizations. Key steps in developing such an argument—a business case—include:
1. The consequences of relevant trends.
2. Evidence on the potential of particular actions or interventions to change the status quo.
3. The costs associated with different actions.
The Financial Services market may have come out of the infamous credit crunch some time ago, but with Brexit looming over, uncertain times lie ahead. Fortunately, at McGregor Boyall, we have experienced consultants who understand their sectors inside out. Our knowledge of individual markets has allowed us to attract the very best talent and to continuously consult both clients and candidates throughout unpredictable times. This allows us to understand your needs whether it be exploring a new opportunity or filling a problematic role.
This brochure will give you an insight into every discipline we cover and how we can assist with your needs.
Practical Law - Unlimited Companies: Companies Act 2014Matheson Law Firm
The Companies Act 2014 introduced a number of material changes for Irish unlimited companies. In an article forming part of a collection of articles for Practical Law on the Companies Act 2014, Kieran Trant and Dorothy Hargaden of Matheson’s Corporate Department examine the main differences between limited liability companies and unlimited liability companies under Irish law and identify the main changes to the rules governing unlimited liability companies brought about by the Companies Act 2014.
An overview of the Companies Act 2014 as it pertains to Irish registered limited companies, with the information and practical knowledge necessary to ensure that such companies comply with the Act.
An overview of the Companies Act 2014 as it pertains to Irish registered limited companies, with the information and practical knowledge necessary to ensure that such companies comply with the Act.
Corporate legal Services - Company IncorporationAccuprosys
Planning to register a business or get your company incorporated? We get the A to Z of company establishment and incorporation done for you. Incorporation is the process of transforming a business into a legal entity that is recognized under law.
company law introduction,charracterstics, definition, types of company, difference between company and other association of person, promotion of company
After years of speculation regarding an overhaul of commercial companies law in the UAE, Federal Law No. 2 of 2015 concerning Commercial Companies (“New CCL”) came into force on 1 July 2015, replacing the existing Federal Law No. 8 of 1984 for Commercial Companies (“Old CCL”).
1. www.matheson.comDublin London New York Palo Alto
Companies Act 2014
Ireland
Financial Times 2012-2014
Matheson is the only Irish law firm commended by
the Financial Times for innovation in corporate law,
finance law, dispute resolution and corporate strategy.
Irish Tax Firm of the Year 2013
International Tax Review
2. 1 Introduction
The Companies Act 2014 has been signed into law and is expected to become operative in June 2015. Now that the terms of this new law are
settled, we are advising clients to consider the Act’s impact on their future business and transactions.
The Act consolidates and modernises Irish company law and is expected to make it easier for companies to do business in and through Ireland.
Matheson has been actively involved in the 14 year progression of this legislation which has been led primarily by the work of the Company Law
Review Group (of which a Matheson partner is a member).
The principal changes under the Act relate to the private company limited by shares (the “private company”), which is the most common type of
company in Ireland. Going forward, there will be two types of private company, which will replace the existing single form. These will be: (i) a private
company limited by shares (“LTD”); and (ii) a designated activity company (“DAC”). These are explained in more detail below. Under the Act, all
existing private companies will be required to convert to either an LTD or a DAC.
2 Structure
The Act brings together 33 company law enactments into a single piece of legislation. It runs to over 1400 sections and is the largest substantive
statute in the history of the State. The Act is divided into 25 parts: Parts 1 to 14 and 16 define the new types of private company and contain
all the company law provisions that apply to them. Parts 17 to 25, among other things, define the remaining company types and contain the
company law provisions that apply to each type.
3 Conversion
There will be an 18 month transition period after the Act becomes operative during which existing private companies must convert to either an
LTD or a DAC. Private companies which have taken no action by the end of this transition period automatically convert to an LTD. Existing private
companies can opt out of the default company scheme and re-register as a DAC by simply passing a shareholder resolution. Other company types,
such as PLCs, unlimited companies and guarantee companies, will not need to convert although there will be some changes to the rules applicable
to them.
Matheson can advise companies on transitioning to the new regime in a practical and cost-effective way.
Companies Act 2014
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3. 4 Company Types
As mentioned above, the Act provides for two new types of private company and recognises the continued existence of the other company types.
Under the new system, a company of any type may be incorporated with a single member.
4.1 Company Limited by Shares (LTD)
The LTD is the new model form of private company limited by shares. It has the same unlimited legal capacity as an individual. It may have just one
director but, in that case, must have a separate company secretary. It can adopt written procedures instead of holding an annual general meeting of
shareholders (AGM). It has a one-document constitution (replacing its current memorandum and articles of association) and its internal regulations
are set out in simplified form in that constitution. Its name will not change after conversion and it can continue to use the suffix “Limited” or “Ltd”
(or the Irish equivalent). An LTD is prohibited from offering securities (equity or debt) to the public.
4.2 Designated Activity Company (DAC)
While technically a new type of company, the DAC is similar in many ways to the private company formed under the old Companies Acts. A key
distinction between a DAC and an LTD is the continued existence of an objects clause in the DAC constitution. A DAC may be a suitable vehicle
where an objects clause is needed (eg to restrict the corporate capacity of a joint-venture vehicle) or for companies listing debt securities on a
stock exchange. A DAC requires two directors. It must convene an AGM unless it is a single member company, in which case this requirement can
be dispensed with. Its name must end with “designated activity company” or “DAC” (or the Irish equivalent) which will mean changes to company
stationery, websites, seals and registrations.
4.3 Unlimited Company
The Act recognises that there are three distinct types of unlimited company:
• The private unlimited company with a share capital (ULC)
• The public unlimited company with a share capital (PUC)
• The public unlimited company without a share capital (whose liabilities are guaranteed by its members) (PULC)
Unlike the LTD, an unlimited company must have at least two directors and must continue to hold an AGM unless it is a single member company in
which case this requirement can be dispensed with. Significantly, the statutory rules on distributions (and any other rule of law on the topic) will not
apply in the case of unlimited companies. ULCs may not offer for sale or list any securities, as is the case for an LTD, but a PUC and PULC may list
debt securities. The name of all three company types must end in “unlimited company” or “UC” (or the Irish equivalent) which will mean changes
to company stationery, websites, seals and registrations. The Act, however, grants the Minister for Enterprise, Jobs and Innovation the statutory
power to exempt an unlimited company from the obligation to use the name “unlimited company” in special circumstances. It remains to be seen
how this power will operate in practice.
4.4 Public Limited Company (PLC)
The PLC will continue to be recognised as a company type under the new regime. The key distinction between PLCs and private companies is that
only PLCs may list their shares on a stock exchange and offer them to the public. The Act contains few substantive changes in relation to the law
governing PLCs but it draws together that body of law from various sources and sets it out with greater precision in one place.
A PLC must have an objects clause although the Act seeks to oust the doctrine of ultra vires (see part 6 below) by providing that a third party dealing
in good faith with the company will not be prejudiced if the company exceeds its corporate capacity. A PLC must have at least two directors and
cannot dispense with the holding of an AGM. A Societas Europaea (SE), the European model company, will continue to be regarded as a PLC under
the Act. The name of a PLC must end with the words “public limited company” or “PLC” (or the Irish equivalent). It must have a minimum issued
share capital of €25,000. The general prohibition on the giving of financial assistance by a PLC in connection with the acquisition of shares in itself
or its holding company will continue, in modified form.
4.5 Guarantee company (CLG)
The Act provides for companies limited by guarantee, not having a share capital. Guarantee companies that have a share capital are considered
to be DACs under the Act. The CLG is likely to remain a popular type of company for charities, sports and social clubs and property management
companies. The members’ liability is limited to such amount as they undertake in the constitution of the company to contribute to the assets of the
CLG in the event of its winding up. A CLG has a two document constitution, consisting of a memorandum and articles of association. A CLG must
have at least two directors and must hold an AGM unless it is a single member company in which case this requirement may be dispensed with.
The name of a CLG must end with the words “company limited by guarantee” or “CLG” (or the Irish equivalent) although, as is currently the case,
an exemption from using such a suffix may be available.
The audit exemption currently available to other types of company is extended to the CLG under the Act (although any one member can object and
can force the company to carry out an audit).
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Companies Act 2014
4. 4.6 Investment companies
The Irish ColIective Asset-management Vehicles Bill 2014 will introduce a new corporate vehicle designed for Irish investment funds. The Act does
not contain any significant amendment to the existing rules relating to investment companies.
5 Corporate Governance
5.1 Governance provisions to apply by default
A key innovation for Irish company law is that where a company’s constitution is silent on an issue, the provisions in the Act will apply by default.
Many of the existing “Table A” provisions will now apply as requirements of law. This should reduce the need to have detailed provisions set out in
company constitutions of the type currently required to be set out in the articles of association. Companies, however, may prefer to include some
of the provisions contained in the Act, for consistency with their current rules of operation contained in their articles of association and so that the
company’s governance rules are all contained in a single document, without having to cross-refer to the Act.
5.2 Directors’ duties
Directors’ common law fiduciary duties have been codified in the Act. These will exist alongside the many existing statutory duties of directors
(contained in the Act and in other legislation) which will continue to apply.
5.3 Compliance statements
The Act requires the directors of (i) all PLCs; and (ii) certain large private companies which reach prescribed thresholds to prepare a statement
of compliance with company and tax law to be included in the directors’ report in the annual accounts, and to ensure that the company adopts
appropriate compliance measures.
5.4 Disclosure of interests in shares and share options
The Act contains a new exemption from what is a disclosable interest in a case where the shares or share options held by a director (aggregated
with those of connected persons) amount to an interest in less than 1% in nominal value of the company’s issued share capital of a class of shares
carrying voting rights. This should substantially reduce and, in many cases, eliminate the disclosure obligations for directors and secretaries.
5.5 Directors’ residential addresses
The Minister for Jobs, Enterprise and Innovation may introduce regulations which allow for the non-publication of a director’s usual residential
address in the Companies Registration Office or on company registers in cases where that director’s personal safety or security are at stake.
5.6 Company secretary
Under the Act, the company’s directors are required to ensure that the company secretary has either the skills or the resources necessary to
discharge his or her statutory and other legal duties. The obligation on company secretaries to ensure compliance with companies legislation has
been removed.
5.7 Annual general meeting
AGMs will become optional for LTDs and single member DACs, PLCs, CLGs and unlimited companies under the new regime as they will be entitled
to adopt written procedures instead. This will involve shareholders signing a written resolution acknowledging receipt of financial statements,
resolving all matters as would be required to be resolved at the AGM and confirming that there is to be no change to the auditor.
5.8 Majority written resolutions
The Act introduces new decision-making mechanisms for shareholders. Majority written resolutions can be passed as ordinary resolutions (50%
or more of total voting rights) or special resolutions (75% or more of total voting rights) and will take effect 7 and 21 days, respectively, after the
last member has signed. This is in addition to the old system where written shareholder resolutions must be unanimous and take immediate effect
which option is still available to companies.
5.9 Serious loss of capital
Under the new system, there will be no requirement for private companies to convene an extraordinary general meeting on a serious loss of capital.
The requirement will remain in the case of PLCs.
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Companies Act 2014
5. 6 Capacity
6.1 Corporate capacity
The doctrine of ultra vires (“beyond the legal powers”) will cease to apply to the LTD which will no longer have an objects clause. This means that
an LTD will have unlimited corporate capacity once acting within the law. Where other company types retain an objects clause, a third party dealing
in good faith with the company will not be prejudiced if the company exceeds its corporate capacity.
6.2 Corporate authority
Where the board of a company generally authorises a person (including one of the directors) to bind the company in contract, that person may be
registered in the Companies Registration Office as a “registered person”. The board of directors and registered persons are deemed to have the
authority to bind the company. These provisions should make it easier for third parties to enter into contracts with companies as there should be no
necessity to obtain a copy of a board resolution authorising the relevant transaction in certain instances.
7 Structures
7.1 Reorganisations
The Act contains new procedures to merge and divide companies as well as retaining established mechanisms for reorganising companies, namely
court-sanctioned schemes of arrangement and the compulsory acquisition of minority shareholdings. For the first time under Irish law, there will be
a statutory procedure allowing two Irish private companies (of which at least one must be limited) to merge so that the assets and liabilities of one
transfer by operation of law to the other, after which the former company is dissolved. These new measures are modelled on the cross-border mergers
regime used successfully by many Irish companies. Under the new system, a statutory merger can occur using the Summary Approval Procedure (SAP)
(see below) without court approval. Use of the SAP should significantly reduce the time and cost of these type of transactions.
7.2 Capital reductions
The Act makes it easier for a company to reduce its capital by providing that it may be carried out using the SAP (see below) rather than necessarily
requiring court confirmation. The reserve arising from a capital reduction will be treated as a realised profit.
7.3 Place of business
The Act abandons the concept of a “place of business” and the new law provides only for the “branch” concept. The only external companies which
will be required or permitted to register and file accounts in Ireland are those whose members have limited liability and which establish a branch in
Ireland. External unlimited companies and companies whose presence is less than that of a branch may not register their presence in Ireland under
the new system.
7.4 Group companies
The Act combines the definition of “subsidiary company” which is contained in the Companies Act 1963 with the definition of “subsidiary undertaking”
which is contained in the European Communities (Companies: Group Accounts) Regulations 1992 for the purposes of group accounts, so that there
will be a common definition. A “wholly-owned subsidiary” will be defined for the first time under Irish company law.
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Companies Act 2014
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8 Other key changes
8.1 Summary Approval Procedure (SAP)
The introduction of an omnibus statutory validation procedure is a key innovation of the Act. A simplified written approval process may be
undertaken for activities that might prejudice shareholders or creditors (financial assistance for acquisition of own shares, reduction of company
capital, variation of capital on reorganisations, treatment of pre-acquisition profits as distributable, transactions with directors and connected
persons, mergers and members’ voluntary windings up). This new validation procedure involves the passing of a special resolution and the swearing
by directors of a statutory declaration of solvency (which, in some cases, must be supported by the report of an independent person). In certain
cases, the SAP eliminates the need for court approval of a transaction.
8.2 Financial assistance
The Act attempts to ease the restrictions on a company giving financial assistance for the acquisition of its own shares by reformulating the wording
of the prohibition and introducing a “principal purpose” exemption.
8.3 Charges and debentures
The Act introduces several important changes to the law regarding charges and debentures. The aim of these changes is to simplify the registration
of charges while clarifying the rules for the priority of charges. The Act introduces an optional two-stage procedure so that notification can be given
to the CRO of the intention to create a charge in order to secure priority before the charge is actually created. It is thought that lenders may be
more willing to advance funds if they can achieve an enhanced security priority over a company’s assets. Under the new system, charges over cash
or a bank account will not need to be registered.
8.4 Revision of defective financial statements
The Act introduces a new procedure which will allow for the preparation, approval, audit and filing of revised financial statements in relation to a
prior year.
8.5 Audit exemption
The audit exemption will be available in certain group situations (but not for a PLC, PUC, PULC or a company with securities listed on a regulated
market). The audit exemption will also be extended to dormant companies (ie, companies with no significant accounting transactions during the
year and which have only intra-group assets and liabilities). An LTD and a DAC may avail of the audit exemption where two of the three prescribed
conditions are met (whereas, under old law, all three conditions needed to be satisfied).
8.6 Offences
Under the Act, all offences are categorised as either Category 1, 2, 3 or 4 offences and the penalties which apply for each type of offence are set
out in Part 14.
Companies Act 2014