Company Law

The new Companies Acts 1963 to 2013 came into effect on 01/06/2015 – the legislation runs to > 1100 pages, comprising 25 parts, 17 schedules and 1448 sections.

The principal objective of the Act was to simplify and modernise Company Law in Ireland encompassing all of the preceding 16 Companies Acts, Statutory Instruments and Regulations. The Act is the largest substantive Act in the history of the State and is an expansive and very complex piece of legislation, some key features of which are described below.

NEW Section 343 District Court application on audit exemption – applies in respect of annual returns filed after 1st June 2015.

Previously where a company is late by even 1 day in filing annual returns in the Companies Registration Office (CRO)the company loses their “audit exemption” for 2 years and from 1/6/2015 the CRO will no longer be engaging in correspondence with companies appealing the application of the late filing penalty arising from the late filing of the statutory annual return.

In future, companies who are late with their statutory filings will need to instruct a solicitor to bring an immediate application before the local District Court where the registered office of the company is situate pursuant to Section 343 of the new Companies Act 2014 which will permit the company make an application before a District Court Judge to make an order extending the time for the filing of the annual return, keeping the audit exemption and absolving the company of the late filing penalty.

We are currently offering a legal professional fee of €875.00 plus VAT thereon at 23% plus miscellaneous outlays (court stamp duty costs and swearing costs not included in this fee) for the following work: –

Drafting and filing Form: 93B.1 Notice of application for order – €80 stamp duty
Drafting and filing Form: 93B.2 Grounding affidavit – €15 stamp duty
Service on the CRO – 21 days notice required
Drafting and filing Statutory declaration as to service – €12 swearing fees
Drafting Form: 93B.3 draft Court Order extending the time where granted – €15 stamp duty

Companies pay over in excess of €10 million each year in respect of late filing penalties and this should be a much utilised application in the local District Court.

Some of the other key points are as follows:-

The removal of the objects clause, as the new Company will have the same legal capacity as a natural person

The removal of the Ultra Vires Doctrine

The removal of the requirement of two Directors

The increase in number of members from 99 up to a maximum of 149

A new single document Constitution replacing the current Memorandum and Articles of Association

The removal of the requirement to hold a physical AGM

The codification of the Directors duties under Statute and Common Law

The categories of offences under Company Law, the most serious being Category One which carries a

fine of up to €500,000 and/or 10 years imprisonment.