Ireland Companies Act 2014 – Company Law

The Ireland Companies Act 2014 is the official legislation of the rules and regulations of a limited liability company incorporated in Ireland. You will find below the key extracts from the Ireland Companies Act 2014 act along with the full act.

Company Names

The name of a company shall end with one of the following:

• limited
• teoranta

The word “limited” may be abbreviated to “ltd.” (including that abbreviation in capitalised form) in any usage after the company’s registration by any person including the company.

The word “teoranta” may be abbreviated to “teo.” (including that abbreviation in capitalised form) in any usage after the company’s registration by any person including the company.

A company carrying on business under a name other than its corporate name shall register in the manner directed by law for the registration of business names but the use of the abbreviation set out in subsection (2) or (3) shall not of itself render such registration necessary.

Registered Office

A company shall, at all times, have a registered office in the State to which all communications and notices may be addressed.

Particulars of the situation of the company’s registered office shall be specified in the statement delivered pursuant to section 21(1)(a) prior to the incorporation of the company.

Articles of Association 

The objects are clauses stated in the company’s Memorandum of Association stating the principal activity of the business and the subsidiary activities.

• The memorandum and articles must comply with the Companies Act 2014, and must be printed in clear black print on durable paper
• The correct statutes  must be cited
• If the company is a limited company and has not claimed the exemption under section 24(1) Companies Act 1963, as amended, the full name of the company followed by Limited, Public Limited Company or Teoranta, Cuideachta Phoibli Theoranta as applicable, must be given; Abbreviations to Ltd, PLC or Teo. are not acceptable.
• The company name must exactly match that on Form A1
• The main objects of the company must be stated and must correspond with the principal activity identified in Form A1.
• The memorandum and articles must be signed by the subscribers, their addresses and descriptions must be stated and their signatures witnessed and dated.

Directors

The Private Limited by Shares company (LTD company – registered under Part 2 Companies Act 2014) can have one director if it chooses.  One of the directors is required to be resident in a member state of the European Economic Area (EEA).

Shareholders

The minimum number of shareholders required is one. Corporate bodies are permitted as shareholders.100% overseas shareholders are permitted.

Certificate of Good Standing

A company must be up to date with the filing of its accounts and annual returns for the registry to issue a Certificate of Good Standing.

Winding Up & Dissolution

Dissolution of Company by Court

• In a winding up by the court, the court may, on its own motion, make an order requiring the liquidator to make, at such time as the affairs of the company have been completely wound up, an application pursuant to subsection.
• Unless such an order is made by the court, section 706 shall apply to the winding up by the court as if it were a creditors’ voluntary winding requiring the liquidator to do so, the liquidator shall, at such time as it appears to the liquidator that the affairs of the company have been completely wound up, make an application to the court for the dissolution of the company.
• On the making of such application, if the court is satisfied that the affairs of the company have been completely wound up, the court shall make an order that the company be dissolved from the date of the order, and the company shall be dissolved accordingly.
• A certified copy of an order shall, within 21 days after the date of the making of the order, be forwarded by the liquidator to the Registrar.
• If the liquidator fails to comply, he or she shall be guilty of a category 3 offence

Final meeting and dissolution in members’ voluntary winding up

• In a members’ voluntary winding up, as soon as the affairs of the company are completely wound up, the liquidator shall prepare an account of the winding up showing how the winding up has been conducted and the property of the company has been disposed of.
• On that account being prepared, the liquidator shall call a general meeting of the company for the purpose of laying before it the account and giving any explanation thereof.
• That meeting shall be called by giving at least 28 days’ written notice to the members of the company.

Within 7 days after the date of that meeting, the liquidator shall:

– send to the Registrar a copy of the account, and
-make a return to the Registrar of the holding of that meeting and of its date.

• If a copy of the account is not sent to the Registrar, or the return is not made to him or her, the liquidator shall be guilty of a category 3 offence.
• If a quorum is not present at the meeting, the liquidator shall, make, within the period specified in that subsection, a return to the Registrar that the meeting was duly summoned and that no quorum was present at it, and, upon such a return being made, shall be deemed to have been complied with.
• The Registrar, on receiving the account, and the return
  referred  shall forthwith register them, and on the expiration of 3 months after the date of registration of the return the company shall be deemed to be dissolved.
•  The court may, on the application of the liquidator or of any other person who appears to the court to be interested, make an order deferring the date at which the dissolution of the company is to take effect for such time as the court thinks fit.
• A person on whose application an order shall, within 14 days after the date of making of the order, deliver to the Registrar a certified copy of the order.
• If a person fails to comply, he or she shall be guilty of a category 3 offence.
• If the liquidator fails to call a general meeting of the company as required by this section, he or she shall be guilty of a category 3 offence.
• Where section 584 has effect, section 706 shall apply to the winding up to the exclusion of this section as if the winding up were a creditors’ voluntary winding up and not a members’ voluntary winding up.

Company Restoration 

If any member, officer or creditor of the company is aggrieved at the company’s strike off, they can apply to the Registrar of Companies for the restoration of the company within 12 months of the strike off. Provided that the Registrar is satisfied that all outstanding documents have been filed and all outstanding fees paid, he can restore the company to the register. When the Registrar restores the company to the register, the company is deemed to have continued in existence as though it had not been struck off.

After the 12 month period referred to above has expired, any member, officer or creditor of the company can apply to the High Court to have the company restored to the register. This is providing that the application is made within 20 years of dissolution. Where the Court is satisfied that it would be just to restore the company to the register, the company is deemed to have continued in existence as though it had not been struck off.

Company Restoration less than 12 months

Where a company is struck off,  an application can be made to the Registrar of Companies to have it restored to the register. An application for restoration before the expiration of 12 months from the date of dissolution. The dissolution is the date of publication in Iris Oifigiuil of the notice striking the company name from the register.

Where a company is struck off under section 12A Companies Act, it can make an application for restoration. All outstanding returns must be filed. Annual returns submitted for the years 1990 onwards must be accompanied by audited accounts. In addition, written confirmation from the Revenue Commissioners that all outstanding, if any, statements required by section 882 Taxes Consolidation Act 1997 have been delivered to them.

The restoration of a company is at the discretion of the Registrar.