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Are you displaying your company information correctly?

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The Companies Act 2014 (the “Act”) places requirements on companies and their officers to display information on company stationery and websites. The requirements set out in the Act are summarised below.

Letterhead

The following particulars must be shown on all business letters:

  • the full name of the company
  • the forename (or initials) and surnames and any former forenames and surnames of the directors and their nationality, if not Irish.

In addition to business letter and company order forms, all limited liability companies must disclose the following, in paper or any other form:

  • the legal form of the company
  • the number under which it is registered with the Registrar of Companies
  • address of the registered office
  • if the share capital of a company is mentioned on letterheads or order forms of a company, the reference must be to the issued share capital

Websites

Companies are required to disclose the following information on their homepage or on an accessible webpage:

  • the legal form of the company
  • address of the registered office
  • if the share capital of a company is mentioned on letterheads or order forms of a company, the reference must be to the issued share capital

This publication is intended only as general guidance and should not be used as a substitute for professional advice.

For further information, please contact Emma Dunne, Manager of our Corporate Compliance Department.

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Voluntary Strike-Off – An Overview for Irish Companies

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Voluntary Strike-Off is one way in which you may formally wind up a company.

An Irish company that ceases to trade or never traded and has no outstanding creditors can request the Registrar of Companies to strike-off a company from the Register of Companies. Section 733 of the Companies Act 2014 gives the Registrar power to strike companies off the register.

A summary of the requirements is outlined below:

To proceed with a Voluntary Strike-Off application, the director(s) of a company need to ensure that the assets of the company are not greater than €150. Liabilities must also not be greater than €150. Also, all tax filings must be up to date with Revenue.

There are two statutory forms that must be completed and submitted to the Companies Registration Office, the G1-H15 and the H15. The form H15 must be signed by all the directors confirming that the company has ceased to carry on business and that there are no assets or liabilities more than the above-mentioned thresholds remaining. The Form G1-H15 must be signed by a director or secretary of the company.

A Letter of No Objection from Revenue and an advertisement from a daily newspaper must accompany the statutory forms when being submitted to the Companies Registration Office. Once the application is registered by the Companies Registration Office, the company will become ‘Strike-Off Listed’. Approximately 3 months thereafter becoming Strike-Off Listed the company will be dissolved.

For further assistance with the Voluntary Strike-Off process, please contact Emma Dunne, Manager of our Corporate Compliance Department.

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Fiduciary Duties of a Company Director

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The Companies Act 2014 for the first time has set out the principal fiduciary duties of a company director. Fiduciary duties are in addition to other statutory duties under the Companies Act 2014 and other legislation. The principal fiduciary duties of a company director are owed to the company, and the company alone.

The principal fiduciary duties of a company director are to:

  • Act in good faith in what the director considers to be the interest of the company.
  • Act honestly and responsibly in relation to the conduct of the affairs of the company.
  • Act in accordance with the company’s constitution and exercise his or her powers only for the purposes allowed by law.
  • Not benefit from or use the company’s property, information or opportunities for his or her own or anyone else’s benefit unless the company’s constitution permits it or a resolution is passed in a general meeting.
  • Not agree to restrict the director’s power to exercise an independent judgment unless this is expressly permitted by the company’s constitution.
  • Avoid any conflict between the director’s duties to the company and the director’s other interests unless the director is released from his or her duty to the company in relation to the matter concerned.
  • Exercise the care, skill and diligence which would be reasonably expected of a person in the same position with similar knowledge and experience as a director. A director may be held liable for any loss resulting from their negligent behaviour.

For further information on the impact of fiduciary duties on your company’s board of directors please contact Emma Dunne, Manager in our Corporate Compliance Department.

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