BUSINESS & COMPANY FORMATIONS

New Companies Act 2014

New Companies Act 2014

COMPANIES ACT 2014

The Companies Act 2014 comes into effect on the 1st of June 2015. From that date all existing companies are subject to this new legislation, for which completely different requirements and procedures will apply.

We will advise on the various procedures and required forms after June 1st 2015 but in advance the following is the position.

The New Companies Act 2014 and your Existing Company!

CONVERTING YOUR EXISTING LIMITED COMPANY

ALL private companies limited by shares will be required to convert to either of the two formats available to them under the Companies Act 2014, namely:

(a)  Private Company Limited by Shares (LTD) the characteristics of which are that;

It has the contractual capacity of a natural person - the ultra vires rule does not apply.
It has a constitution document which replaces the need for a memorandum and articles of association.
It has limited liability and has a share capital.
It has a limit of a maximum of 149 members.
It can have a single director.
It can pass majority written resolutions (special and ordinary).
It can claim eligibility for audit exemption.

(b) Designated Activity Company (DAC ) the characteristics of which are that:

The DAC will have a memorandum in their constitutions which state the objects for which the company is incorporated.
It has a constitution document which includes a memorandum and articles of association.
It has limited liability and has a share capital or is a private company limited by guarantee
It must have at least two directors. All directors must be over eighteen.
It can pass majority written resolutions but cannot dispense with the need to hold an AGM.
The name of the company must end in "Designated Activity Company" or "Cuideachta Ghníomhaíochta Ainmnithe" unless exempted
It can claim eligibility for audit exemption and dormant company audit exemption.

 

 

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