Ireland, the Companies Act 2014 (No. 38 of 2014)

Forming a private company limited by shares

The membership of a private company limited by shares may not exceed 149 people (section 17(4)), and the constitution must be in the form set out in Schedule 1, or as near to it as the circumstances permit (section 19(2)).

Company names, name changes and misleading trading names

Where the Registrar directs a company to change a name that is too like another, the direction must be complied with within six weeks of being given (section 30(4)), and the Registrar may act within six months of the registration of the offending name (section 30(3)).

The registered office, the company seal and delivery of documents to the Registrar

Notice of a change in the situation of the registered office must reach the Registrar in the prescribed form within 14 days after the date of the change (section 50(3)), and a director must include a personal public service number where section 888A requires it.

Issuing shares, calls, lien and financial assistance

Particulars of an allotment must reach the Registrar in the prescribed form within 30 days after the date of allotment (section 70(7)), and a member is entitled to at least 30 days' notice of a call before payment falls due (section 77(4)).

Altering company capital and varying class rights

A resolution altering company capital must be filed in the prescribed form within 30 days after it is passed (section 83(6)), and a court order on an objection to a variation of class rights must reach the Registrar within 21 days of being made (section 89(6)).

Transferring shares, transmission on death and share certificates

A company has two months after an allotment or after a transfer is lodged to have the certificates ready for delivery (section 99(2)), and directors who refuse to register a transfer must notify the transferee within two months of lodgement (section 95(3)).

Buying back own shares, treasury shares and cross-holdings

The nominal value of treasury shares held by a company may not exceed 10 per cent of its company capital at any one time (section 109(1)), and the purchase contract must be kept at the registered office for ten years after it has been fully performed (section 112(1)).

Paying a dividend and making a bonus issue

A company may declare dividends by ordinary resolution, but no dividend may exceed the amount the directors recommend (section 124(2)), and the lawfulness of the distribution is tested against the relevant financial statements under section 121.

Company registers, the register of members and rights of inspection

An entry in the register of members must be made within 28 days after the agreement to become a member is concluded (section 169(3)), and a copy requested under section 216 must be sent within 10 days after the request and payment of the fee (section 216(13)).

Holding a general meeting: notice, quorum, proxies and voting

Members holding not less than 10 per cent of the paid-up voting capital may requisition a meeting, and if the directors do not proceed to convene it within 21 days, for a meeting to be held within 2 months of the requisition date, the requisitionists may act themselves (section 178(3) and (5)).

Written resolutions of members and registering resolutions

A copy of every resolution or agreement to which section 198 applies must reach the Registrar within 15 days after it is passed or made (section 198(1)), and a member may obtain a copy on payment of ten euro or such lesser sum as the company fixes (section 198(3)).

Using the Summary Approval Procedure

The declaration must be made at a directors' meeting held not earlier than 30 days before the members' meeting or the last signature on the written resolution (section 202(6)), and a copy must reach the Registrar not later than 21 days after the restricted activity is commenced (section 203(3)).

Appointing directors and the secretary, and the EEA-resident director rule

At least one director must be resident in an EEA state (section 137(1)) unless the company holds a bond in the prescribed form to the value of 25,000 euro (section 137(2)), and any change among the directors must reach the Registrar within 14 days (section 149(8)).

Removing a director, electing a director and paying directors

A company must be given at least 28 days' notice of a resolution to remove a director (section 146(3)(a)), and notice of a candidate for election at a general meeting must be given not less than 3 nor more than 21 days before the meeting (section 144(4)).

Board meetings, written resolutions of directors and the audit committee

A director is not eligible for the audit committee of a large private company if, at any time in the 3 years before appointment, that director held the position section 167(5) describes.

Directors' duties, shadow directors and the compliance statement

It is the duty of each director to ensure that the Act is complied with by the company (section 223(1)), and the directors of a company to which section 225 applies must include a compliance statement in their report under section 325.

Declaring an interest, loans to directors and substantial transactions

A copy of every declaration of interest and every notice given under section 231 must be entered in the company's book within 3 days after it is made or given (section 231(6)), and a company may not make a loan or quasi-loan to a director except as sections 240 and 242 to 245 allow (section 239(1)).

Notifying interests in shares and debentures and keeping the register

A notification under section 263(2) or (7) must reach the company within 5 days after the event that gave rise to the duty (section 265(5)), and the alternative route in section 265(4) runs on 8 days.

Company size, the financial year and accounting records

An accounting record required by section 281, or information and returns under section 283(2), must be preserved for at least 6 years after the end of the financial year to which it relates (section 285).

Preparing entity and group financial statements

The directors may not approve financial statements unless they are satisfied that the statements give a true and fair view (section 289(1)), and a notice relied on for a group exemption must be served not later than 6 months after the end of the preceding financial year (sections 299(3) and 300(3)).

Disclosing directors' remuneration, loans and other transactions

Where the aggregate outstanding under all arrangements of the type section 307 describes exceeds 10 per cent of the relevant assets, the additional disclosure in section 307(10) is triggered, and a credit institution's statement must be available for at least 15 days ending with the date of the meeting (section 312(4)).

Notes on related undertakings, staff numbers, capital and financial assistance

The staff particulars required by section 317(1) must be given in the notes to the entity financial statements, and the aggregate amount of financial assistance provided in the year must be shown under section 319(1).

Approving and signing the financial statements and the directors' report

The directors' report must contain a fair review of the business and a description of the principal risks and uncertainties facing the company (section 327(1)), and the statutory financial statements are approved and signed under section 324.

The audit requirement, the audit exemption and the dormant company exemption

The directors must arrange for the statutory financial statements to be audited unless the company is entitled to, and chooses to, avail itself of an exemption (section 333), and the exemption statement must sit immediately above the directors' signatures on the balance sheet (section 335(2)).

Circulating the financial statements and delivering the annual return

The annual return must reach the Registrar not later than 56 days after the annual return date (section 343(2)), and the financial statements and reports must be laid not later than 9 months after the financial year end date (section 341(2)).

Revising defective financial statements and reports

The auditors' report on a revision must be delivered to the Registrar within 2 months after the date of the revision (section 371(3)), and copies must be sent to the persons entitled not more than 28 days after the date of revision (section 374(3)).

Appointing, removing and replacing the statutory auditor

Notice of a nomination for appointment must be given to the members not less than 14 days before the prior meeting (section 382(3)), and notice of a resolution removing the statutory auditors must reach the Registrar in the prescribed form within 14 days (section 385(2)(b)).

Registering a charge and keeping the register of charges

The one-stage procedure requires the prescribed particulars to reach the Registrar not later than 21 days after the date of the charge's creation (section 409(3)), and property acquired subject to a charge carries the same 21-day duty from completion (section 411(2)).

A receiver is appointed over the company's property

A receiver must send an abstract to the Registrar within 30 days after the expiry of the initial 6-month period and each subsequent 6-month period (sections 430(3) and 441(2)), and a receiver may resign only on at least 30 days' prior notice (section 434(1)).

Schemes of arrangement and buying out dissenting shareholders

A scheme order must be delivered to the Registrar within 21 days after it is made (section 454(1)), and an offeror may give a call notice at any time before the expiry of 6 months after the date the offer became binding, on the conditions in section 457(4).

A merger of private companies

The expert's report must be made available not less than 30 days before the date on which the resolution is passed (section 468(7)), and the documents must be available for inspection for 30 days before that date in each merging company (section 471(3)).

A division of a private company

All the elements of a division must be effected under one Chapter and not partly under each (section 489), and the section 494 requirements must be met at least 30 days before the resolution on the common draft terms (section 494(4)).

Examinership: the petition, protection of the court and the examiner's powers

Notice of the petition in the prescribed form must be delivered to the Registrar within 3 days after its presentation (section 531(1)), and the examiner must deliver a copy of the appointment order within 3 days of appointment (section 531(4)).

Examinership: the examiner's report, the proposals and the conclusion

The examiner must convene and conduct the meetings section 534(2) requires on notice of not less than 3 days, and must deliver the required documents within 14 days after delivery to the Registrar of every order made under the section (section 555(1)).

The small company administrative rescue process: eligibility and appointment

A meeting called under section 558E(2) must be held before the expiry of the period of 7 days beginning on the date the directors receive the determination (section 558E(3)), and notice of appointment must be given no later than 5 days after the resolution (section 558K(2)).

The rescue process: contracts, the rescue plan and the meetings

The meeting under section 558T must be fixed for a date no later than 49 days after the process adviser is appointed (section 558T(4)), and notice in the prescribed form must be given at least 7 days before the day appointed (section 558U(2)).

The rescue process: conclusion, the process adviser and the records

A person may not act as a process adviser unless qualified under section 633 for appointment as a liquidator (section 558ZP(1)), and records must be retained for the period section 558ZAH prescribes.

A members' voluntary winding up and the final dissolution

The declaration of solvency must be made at a directors' meeting held not earlier than 30 days before the date section 580(3) identifies, and a copy must reach the Registrar within 14 days after the winding up commences (section 580(5)).

A creditors' voluntary winding up and the final meetings

Notice of the creditors' meeting must be sent to each creditor at least 10 days before the meeting and advertised at least 10 days before it in two daily newspapers (section 587(2) and (6)), and the resolution must be advertised within 14 days (section 586(4)).

Realising the assets, the statement of affairs and antecedent transactions

The statement of affairs must be filed within 21 days after the relevant date, or within such extended time as the court appoints for special reasons (section 593(5)), and an act in favour of a connected person is caught if done within 2 years (section 604(4)).

Paying the creditors: preferential payments and unclaimed dividends

The sum given priority under section 621(2)(b) may not exceed 10,000 euro for any one claimant (section 621(4)), and priority applies only to debts notified within 6 months after the liquidator's advertisement for claims (section 622(6)).

The liquidator: qualification, appointment, powers and remuneration

A liquidator exercising a power in paragraph 1 or 2 of the Table to section 627 must act within 14 days after the date the power is exercised (section 629(1)), and may not sell a non-cash asset of the requisite value by private contract to a person connected within the previous 3 years (section 629(3)).

Contributories, the committee of inspection and the court's powers

The liquidator must settle a list of contributories as soon as is reasonably practicable (section 656(1)), and where the court makes an order under section 669(1) the applicant must give notice in the prescribed form forthwith (section 669(2)).

Running the winding up: annual meetings, progress reports and offences

If a winding up continues for more than 12 months the liquidator must act after each anniversary as section 680 requires, and must send the Registrar a copy of the account within 7 days after the meeting (section 680(3)).

Voluntary strike off and restoration to the register

A company may apply to be struck off only if the conditions in section 731(1) are satisfied, and a company restored under section 738 is deemed to have continued in existence as if it had never been struck off (section 738(3)).

Investigations, production of books and compliance orders

A person intending to apply under section 747 must give not less than 14 days' written notice of that intention to the Authority (section 747(5)), and a compliance order under section 797 follows a failure to remedy a default.

Restriction and disqualification of directors

A company with a restricted person must have an allotted share capital of nominal value not less than 500,000 euro for a public limited company or public unlimited company, or 100,000 euro for any other company, paid up in cash (section 819(3)).

The designated activity company

The membership of a DAC may not exceed 149 people (section 965(6)), and where a resolution alters the objects and no application is made under section 974, the DAC must file within 15 days after the end of the period allowed for such an application (section 975(7)).

The company limited by guarantee

Where a CLG increases the number of its members beyond the registered number, it must deliver particulars of the increase to the Registrar within 15 days after the date the increase was resolved on or took place (section 1199(4)).

Unlimited companies: private, public and public unlimited without share capital

A PUC and a PULC may neither apply to have securities admitted to trading or listed, nor have them admitted or listed, on any market in the State or elsewhere, subject to the exception for certain debentures (section 1248).

Re-registering as another type of company

Where an application to cancel a re-registration resolution is made, the PLC must forthwith give notice of that fact to the Registrar and must then act within the period section 1287(4)(b) sets.

Forming a public limited company and the trading certificate

A PLC may not be formed and registered unless it appears to the Registrar that the company will carry on an activity in the State mentioned in its memorandum (section 1005), and the name must end with public limited company or cuideachta phoibli theoranta (section 1008(1)).

PLC share issues, payment and non-cash consideration

A PLC may not allot a share except as paid up at least as to one quarter of its nominal value and the whole of any premium (section 1026(1)), and may not accept an undertaking to do work or perform services in payment for shares (section 1025(1)).

Disclosing an interest in a PLC's shares

A person's duty to notify under section 1048 or 1050 must be performed within 5 days after the day on which the duty arises, in writing to the PLC (section 1053(1)), and the PLC must act on the information within 3 days (section 1061(4)).

A PLC acquiring its own shares and making a distribution

An authority for an off-market purchase must specify an expiry date not later than 18 months after the special resolution granting it was passed (section 1075(4)), and an overseas market purchase must be published for at least 28 continuous days (section 1080(2)).

The PLC board, serious loss of capital and other PLC requirements

Where the net assets of a PLC are half or less of its called-up share capital, the directors must convene an extraordinary general meeting to consider what measures should be taken (section 1111(1) and (2)).

A merger involving a public limited company

A merger involving a PLC may not be put into effect except under Chapter 3 of Part 17 (section 1130(1)), and the section 1135 requirements must be met at least 30 days before the general meeting (section 1135(2)).

A division involving a public limited company

A division involving a PLC may not be put into effect except under Chapter 4 of Part 17 (section 1152(1)), and the section 1157 requirements must be met at least 30 days before the general meeting (section 1157(2)).

The traded PLC: general meetings and shareholder rights

A traded PLC must make the material available on its website for a continuous period beginning not later than 21 days before the meeting (section 1103(3)), and must publish the voting result on its website within 15 days after the meeting (section 1110(3)).

Shareholder identification, intermediaries, institutional investors and proxy advisors

A relevant institutional investor must develop and publicly disclose an engagement policy in accordance with section 1110G(1), subject to section 1110G(2), and an intermediary must assist the exercise of shareholder rights under section 1110D(1).

Remuneration policy, related party transactions and the corporate governance statement

A traded PLC must hold a remuneration vote at least once every 4 years (section 1110M(5)(a)), and must publicly announce a material transaction with a related party no later than at the conclusion of the transaction (section 1110O(1)).

External companies: registering an Irish branch

An EEA company that establishes a branch in the State must deliver the prescribed particulars to the Registrar within 30 days after doing so (section 1302(1)), and a non-EEA company must deliver the further documents within 30 days (section 1304(3)).

Registering an existing body or joint stock company as a company

Before a registration resolution is moved, a statement complying with section 1316(4) must be sent 21 days before the meeting (section 1316(3)), and the application must be made within 30 days after the meeting at which assent was given (section 1316(7)).

Public offers of securities and the minimum subscription

Where section 1359(2) applies, all money received from applicants for shares must be repaid forthwith after the events section 1359(2)(a) names, and an avoided allotment must be notified to the Registrar within 30 days (section 1360(2)).

Investment companies, umbrella funds and migration

An investment company must, once in every year after the expiration of its first financial year, deliver to the Registrar what section 1401A(1) requires, and a migrating company must notify the Registrar and the Central Bank within 3 days (section 1411(1)).

Foreign insolvency judgments, partnership size limits and signing by credit institutions

Without prejudice to Article 16(1) of the Insolvency Regulation, a liquidator appointed in insolvency proceedings who intends to act as section 1419(1) describes must comply with that section.

Reports on payments to governments

The directors of a large company or a relevant company that is a mining, quarrying or logging company must prepare a payment report (section 1450), and payments may not be artificially split or aggregated to avoid the Part (section 1452(4)).

The statutory audit regime and public-interest entities

A public-interest entity must keep the records of the auditor selection procedure for at least 6 years from the date the procedures were concluded (section 1513(6)(b)), and its directors must establish an audit committee (section 1551(1)).

Sustainability reporting and its assurance

The directors of an applicable company must include the sustainability information in the directors' report prepared under Chapter 9 of Part 6 (section 1589), and must appoint one or more statutory auditors for the assurance of that reporting (section 1609(1)).

Schedule 3: the balance sheet and profit and loss formats

Where a departure from the adopted format is made under paragraph 2(1), Schedule 3 paragraph 3(1) governs what follows, and comparative figures must be given for every item under paragraph 5(1).

Schedule 3: accounting principles, historical cost and fair value

Where in exceptional circumstances the useful life of goodwill or of development costs cannot be reliably estimated, Schedule 3 paragraph 25(3) governs the amortisation that must then be applied.

Schedule 3: the notes to the accounts

If the company has issued any debentures during the financial year, the information Schedule 3 paragraph 45(1) lists must be given, and particulars of transactions with related parties must be given under paragraph 65(1).

Schedule 4: consolidating the group financial statements

Where the financial year of a subsidiary undertaking differs from that of the holding company, Schedule 4 paragraph 3(2) governs how it is dealt with in the group financial statements.

The small companies regime: Schedules 3A and 4A

Where Schedule 3A paragraph 34(1) applies to a fixed asset, the amount of any value adjustment for depreciation is dealt with as paragraph 34(3) requires, and goodwill arising under Schedule 4A paragraph 14(6)(a) is treated under Schedule 3A.

The micro companies regime: Schedule 3B

Every balance sheet of a company in the micro companies regime must show the items listed in the format Schedule 3B paragraph 2(1) prescribes, subject to the provisions of that Schedule.