Part 1 – Preliminary and General
Sections 1-14
Part 1 Chapter Overview
Chapter 1 – Short title and commencement
Chapter 2 – Interpretation generally
Chapter 3 – Periods of time
Chapter 4 – Repeals and revocations
Chapter 5 – Savings and transitional provisions
Chapter 6 – Construction of references in other Acts to companies registered under Companies Act 1908 and Act of 1963
Chapter 7 – Definition of “subsidiary”
Chapter 8 – Definitions of “holding company”, “wholly owned subsidiary” and “group of companies”
Chapter 9 – Act structured to facilitate its use in relation to most common type of company
Chapter 10 – Reference in parts 2 to 14 to company mean private company limited by shares
Chapter 11 – Construction of references to directors, board of directors and interpretation of certain other plural forms
Chapter 12 – Regulations and orders
Chapter 13 – Authentication of certain official documents
Chapter 14 – Expenses
Part 1 Summary
This section describes how the Companies Act 2014, the “Act”, is structured. It sets out existing definitions and new terms and expressions used in the Act. There are 1,448 sections of law contained in the 25 parts of the Act. It will be possible for the various provisions to come into operation either all at once or over time as at the discretion of the Minister. Based on the commencement order (S.I. no 169 of 2015) issued on 1st May 2015, all sections will commence on 1st June 2015 with the exceptions of S 167, S 225, S 305, S 306, S 326, S330 and certain paragraphs of S 4. These sections come into effect for periods commencing on or after 1st June 2015.
What is new?
All law applicable to an Irish private company limited by shares is set down in Parts 1-14 of the Act and the law relating to all other types of companies is set down in Parts 16-25 of the Act. Part 15 applies to all company types. New definitions for “subsidiaries” “holding companies” and group companies” are set down in the Act (S.7 and S.8). However, the meaning attributed to these terms in documents constructed before the commencement of the Act, will not be affected by the changed meaning under the Companies Act 2014.
What is different?
The private company limited by shares is now the model company where previously the public company was the model even though most companies fell outside this category. This should allow greater accessibility and clarity for users of company law. The Act has been structured in such a way as to facilitate its use in relation to the most common company type. It states that the repeal by it of any previous enactment shall not affect the incorporation of any public limited company, company limited by guarantee, unlimited company or investment company. It will however impact on private companies limited by shares as provided in Chapter 6 of Part 2.
What are the Key Points?
- Consolidation of legislation
- Simplification
What do accountants need to do?
Discuss the need to prepare for the enactment of the new legislation with their clients and assist in identifying how the new law will impact on their business. Develop an understanding of any new obligations on them arising out of the Act and clarify with clients what they, as the accountant, need to do and also anything they will not be taking responsibility for.
What do companies need to do?
Companies need to review their corporate structure in relation to the new law and definitions. They must be clear on how enactment will impact on their business and any actions necessary. Early engagement with advisors is prudent in order to be adequately prepared for the change over to the new company law.