These are the questions that arrive most often from Irish companies, and the sections of the Companies Act 2014 that answer them.

Can we pay a dividend out of this year's profit? Only out of profits available for the purpose. Section 117(1) prohibits a distribution except out of profits available for distribution, and section 117(2) defines those as accumulated realised profits not previously used by distribution or capitalisation, less accumulated realised losses not previously written off in a duly made reduction or reorganisation of capital. The word accumulated matters: a profitable year does not create distributable profits if earlier losses have not been cleared. Section 121 then settles how the question is answered, by reference to the relevant items as stated in the relevant financial statements, which means the last statutory financial statements, or interim statements where the last ones would not support the distribution, or initial statements in a first financial year. Under section 121(3) those statements must be properly prepared and, where the company is not audit-exempt, carry an unqualified auditor's report. Section 123 defines distribution broadly, catching distributions of assets in cash or otherwise, with specified exceptions including fully or partly paid bonus shares.

Our only director lives outside the EEA. What do we need? Section 137(1) requires at least one director who is resident in an EEA state. Residence, not nationality: an EEA passport holder living outside the EEA does not satisfy it. Section 137(2) disapplies the requirement where the company holds a bond in the prescribed form, in force, to the value of EUR 25,000. The bond runs for two years, after which the company must renew, appoint an EEA-resident director, or take the third route. That third route is section 140: a certificate from the Registrar that the company has a real and continuous link with one or more economic activities carried on in the State. A statement from the Revenue Commissioners, given within the two months before the application, that they have reasonable grounds to believe such a link exists is proof of it.

We filed the annual return late. Have we lost audit exemption? Not necessarily, and this changed. Section 358 grants the exemption where the company qualifies as a small company for the financial year, assessed under sections 280A and 280B. A small company satisfies two or more of: turnover not exceeding EUR 15 million, balance sheet total not exceeding EUR 7.5 million, and average employees not exceeding 50, as raised by S.I. No. 301 of 2024, signed 19 June 2024 and effective from 1 July 2024. Section 363, as substituted by section 22 of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 and commenced on 16 July 2025, replaced the old one-strike rule. A company now loses the exemption for the following two financial years only if it files late for a financial year and had also filed late in any of the five financial years immediately preceding it. Group companies are outside that relief and must apply to the District Court.

We granted security last week. How long do we have? Twenty-one days, and the consequence of missing it is severe. Section 409 makes a charge void against the liquidator and any creditor unless the one-stage or two-stage procedure is followed: either the prescribed particulars reach the Registrar not later than 21 days after the date the charge was created, or a notice of intention to create the charge is received first, followed within 21 days by notice that it has been created. There is no extension. Under section 412(3), priority runs from the date and time the Registrar received the particulars, not the date of the deed, which is why the two-stage procedure is used to secure priority.

Can the members decide something without holding a meeting? Yes, two ways. Section 193 allows a unanimous written resolution signed by all members entitled to attend and vote, effective as if passed at a duly convened meeting, and it may be made up of several documents in like form. Section 194 allows a majority written resolution: more than 50 per cent of total voting rights for an ordinary resolution, at least 75 per cent for a special resolution. The timing differs from unanimous resolutions. A majority ordinary resolution is deemed passed at a meeting held 7 days after the last member signs, and a majority special resolution 21 days after.

How long does examinership really last? Up to 100 days. Section 520(2) sets the examiner's reporting period at 70 days, and section 534(3) allows the court to extend that period by not more than 30 days where the court is satisfied the examiner could not report in time but could if the period were extended.

ComplianceSME's agent toolkits hold these Irish obligations and their filing dates, with the section behind each answer.

Questions on the Companies Act 2014 sections behind these answers

Can we pay a dividend out of this year's profit?

Only out of profits available for the purpose. Section 117(1) prohibits a distribution except out of profits available for distribution. A profitable year does not create distributable profits if earlier losses have not been cleared.

What are profits available for distribution?

Section 117(2) defines those as accumulated realised profits not previously used by distribution or capitalisation, less accumulated realised losses not previously written off in a duly made reduction or reorganisation of capital.

Which accounts answer the question?

Section 121 settles how the question is answered, by reference to the relevant items as stated in the relevant financial statements, which means the last statutory financial statements, or interim statements where the last ones would not support the distribution, or initial statements in a first financial year.

Do those accounts need an auditor's report?

Under section 121(3) those statements must be properly prepared and, where the company is not audit-exempt, carry an unqualified auditor's report.

What counts as a distribution?

Section 123 defines distribution broadly, catching distributions of assets in cash or otherwise, with specified exceptions including fully or partly paid bonus shares.

Does an Irish company need an EEA-resident director?

Section 137(1) requires at least one director who is resident in an EEA state.

Is an EEA passport enough?

No. Residence, not nationality: an EEA passport holder living outside the EEA does not satisfy it.

What is the section 137 bond and how much is it?

Section 137(2) disapplies the requirement where the company holds a bond in the prescribed form, in force, to the value of EUR 25,000.

How long does the bond last?

The bond runs for two years, after which the company must renew, appoint an EEA-resident director, or take the third route.

What is the alternative to the bond?

Section 140: a certificate from the Registrar that the company has a real and continuous link with one or more economic activities carried on in the State.

How do we prove the real and continuous link?

A statement from the Revenue Commissioners, given within the two months before the application, that they have reasonable grounds to believe such a link exists is proof of it.

We filed the annual return late. Have we lost audit exemption?

Not necessarily, and this changed. A company now loses the exemption for the following two financial years only if it files late for a financial year and had also filed late in any of the five financial years immediately preceding it.

Which section sets that rule?

Section 363, as substituted by section 22 of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 and commenced on 16 July 2025, replaced the old one-strike rule.

Which companies qualify for the audit exemption?

Section 358 grants the exemption where the company qualifies as a small company for the financial year, assessed under sections 280A and 280B.

What are the small company thresholds?

A small company satisfies two or more of: turnover not exceeding EUR 15 million, balance sheet total not exceeding EUR 7.5 million, and average employees not exceeding 50, as raised by S.I. No. 301 of 2024, signed 19 June 2024 and effective from 1 July 2024.

Does the relief cover group companies?

No. Group companies are outside that relief and must apply to the District Court.

We granted security last week. How long do we have to register the charge?

Twenty-one days, and the consequence of missing it is severe.

What happens if the 21 days is missed?

Section 409 makes a charge void against the liquidator and any creditor unless the one-stage or two-stage procedure is followed.

What are the one-stage and two-stage procedures?

Either the prescribed particulars reach the Registrar not later than 21 days after the date the charge was created, or a notice of intention to create the charge is received first, followed within 21 days by notice that it has been created.

Can the 21 days be extended?

There is no extension.

Why use the two-stage procedure?

Under section 412(3), priority runs from the date and time the Registrar received the particulars, not the date of the deed, which is why the two-stage procedure is used to secure priority.

Can the members decide something without holding a meeting?

Yes, two ways. Section 193 allows a unanimous written resolution signed by all members entitled to attend and vote, effective as if passed at a duly convened meeting, and it may be made up of several documents in like form. Section 194 allows a majority written resolution: more than 50 per cent of total voting rights for an ordinary resolution, at least 75 per cent for a special resolution.

When does a majority written resolution take effect?

A majority ordinary resolution is deemed passed at a meeting held 7 days after the last member signs, and a majority special resolution 21 days after.

How long does examinership really last?

Up to 100 days. Section 520(2) sets the examiner's reporting period at 70 days, and section 534(3) allows the court to extend that period by not more than 30 days where the court is satisfied the examiner could not report in time but could if the period were extended.

Who can inspect our statutory registers?

Members, free of charge; others, for a capped fee. Section 216(8) opens the registers to inspection by any member of the company without charge. Section 216(9) opens three of them, the directors' and secretaries' register, the disclosable interests register and the members' register, to any other person on payment of the relevant fee, and section 216(10) opens copies of instruments creating charges to any creditor without charge. A member may request copies of those registers or of minutes of meetings under section 216(11), any other person copies of the three registers under section 216(12), and the company must send the copy within 10 days of the request and the fee under section 216(13). Section 217 caps the fee: EUR 10 for one register's inspection, EUR 15 where more than one register is inspected in the same 24 hours, and EUR 10 per copy, or less where the company sets less.

How does someone become a member of a company limited by guarantee?

By admission and by entry in the register, and both are needed. Section 1199(1) deems the subscribers to the memorandum to have agreed to become members, entered in the register of members on registration. After that, section 1199(2) makes a person a member where the directors admit them to membership, or they are admitted under provisions the constitution contains, which may supplement, limit or exclude the directors' power, and their name is entered in the register of members. Without the register entry the person is not a member. Section 1199(3) requires the articles to state the number of members with which the CLG proposes to be registered, and section 1199(4) requires particulars of any increase beyond that number to reach the Registrar within 15 days.

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