Irish company legislation consists of Companies Acts 1963-2013. The Companies Act 2014 replaced the Companies Acts 1963-2013 on 1st June 2015. Over fifty years’ worth of legislation in the form of primary acts, statutory instruments and EU directives have been re-cast into the 2014 Act. The EU has had a major influence on Irish company law. There have been a number of important directives on company law, to which Irish legislation has been enacted to transpose the objectives of those directives into Irish law. The Companies Act 2014 consolidated the 1963-2013 Acts, as well as introducing some new innovations. The Act provides significant benefits to companies by reducing unnecessary bureaucracy and making company law obligations easier to understand. The Act came into effect on 1 June, 2015. Set out in 25 Parts, 1,448 sections and 17 Schedules, the Companies Act 2014 provides for a number of different company types and provides for company incorporation, everyday administration and management, to winding up and dissolution. The Act incorporates the rights and duties of its officers, shareholders and members as well as creditors.
In this video, we discuss some of the provisions contained within the Act. In particular, we discuss understand the different forms a company can take under the 2014 Act. Pre the 2014 Act, there were three main types of companies: those limited by shares; those limited by guarantee, and; unlimited companies. The Companies Act 2014 provides for largely the same types of companies as were available under the Companies Acts 1963 to 2013, as mentioned above. It repeals all prior companies’ acts, namely the Companies Acts 1963 to 2013. The Act is over 1,100 pages long and is divided into 25 parts. Parts 1 to 15 apply to all companies and contain all of the company law applying to private companies limited by share; the most common form of company in Ireland. Parts 16 to 25 contain additional law governing particular types of company, re-registering as a different type of company and miscellaneous provisions.
In this video we also explore the various benefits that comes with the 2014 Act. For example, Judges have, over the years, decided what the fiduciary and care duties of directors were as these were not stated in legislation pre-2014. These are now restated and codified in eight rules in the 2014 Act. The Act also provides that it is no longer necessary to get High Court approval for things like capital reductions or solvent windings up. Instead this can be done through a directors’ declaration and a shareholders’ resolution. It is also now possible for private companies to merge or split up without getting approval from the courts.
By the end of the video, it is hoped that you will have a good knowledge of the Companies Act 2014; understand the different forms a company can take under the 2014 Act, and; understand the various benefits that comes with the 2014 Act.