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Section 160-166 of the Companies Act 2014 (“the Act”) governs both board meetings and committee meetings by laying down guidelines, that can be amended or omitted from a company’s constitution and mandatory provisions, that must be adhered to. For the purpose of this article, board meetings will be the main point of discussion.

Every director is entitled to reasonable notice of the meeting, a meeting can be called by a director alone or by a company secretary at the requisition of a director. The quorum necessary for the transaction of business is fixed as 2 directors. However, where there is a sole director, one director is accepted to meet the requirements of a quorum. A Chairperson of a board meeting can be fixed for a specific period. However if the chosen Chairperson is not present and a period of 15 minutes has elapsed, the directors may choose one of their own to chair the meeting. The majority of votes may pass a resolution. If there is an equal vote, the Chairperson shall be the casting vote.

Section 161 provides for the option to pass a written resolution signed by all the relevant directors (i.e. directors who are entitled to notice of the meeting) in lieu of a board meeting. This has the same effect as physically holding the board meeting with the directors. This section also stipulates the manner in which a board meeting can be held and extends the scope of what it means to attend a board meeting through electronic communication. The section also provides a guide for the location of the board meetings, subject to the company’s constitution:

  • Where the largest group of those participating are assembled
  • If no such group exists, the next suitable location is the where the chairperson is
  • If neither of the above apply, then it falls to any such place that the meeting decides

The Act also covers the requirements for minute taking of the board minutes in section 166. The accurate and efficient recording, drafting and maintenance of minute taking is imperative to ensure administrative compliance. Section 166(1) states that minutes must be maintained for the following purposes:

  • All appointments of officers made by directors
  • The names of all the directors present at each meeting of its directors
  • All resolutions and proceedings at all meetings of its directors

Typically the Chairperson, once approved by the board, signs the minutes at the following board meeting. The board minutes can also be subject to inspection by the Director of Corporate Enforcement. If a company fails to comply with the Director of Corporate Enforcement regarding the request of the company’s minutes, the company and any officer in default shall be guilty of a category 4 offence, i.e. a fine not exceeding €5,000.

For further information, please contact David Morris, Senior Consultant in our Corporate Compliance Department.

The Registration of Business Names Act 1963 (“the Act”) requires individuals, partnerships and body corporates, who wish to trade under a name that differs from their true name, to register that business name with the Companies Registration Office (the “CRO”). The purpose behind the act reflects the position that the legislation doesn’t allow businesses to hide their true name and thus run the risk of defrauding their consumers.

When does a business name need to be registered?

  • Where an individual uses a business name which differs in any way from their surname.
  • Where a partnership uses a business name which differs in any way from the true names of all the partners who are individuals.
  • Where a company uses a business name which differs from its corporate name.
  • Where a person having a place of business in Ireland carries on the business of publishing a newspaper.
Please note the following:

  • The chosen name for the registered business is not final until approved by the Companies Registration Office.
  • Only residents in the Republic of Ireland can register a business name as a sole trader. If you are not a resident in the Republic of Ireland, a letter of business permission form would need to be sent to the Department of Justice.
  • Registering a business name does not protect the name from being used by someone else – as a company name registration would. There can be multiples of one business name in the Republic of Ireland.
  • A registered business name does not automatically mean the name will be an appropriate and acceptable company name due to their different requirements.
Where does a registered business name need to be displayed?

  • When the certification of registration is granted by the Companies Registration Office, a copy of the certification must be displayed in a noticeable position in the business. If there are multiple locations it would need to be displayed in the prominent place of business along with every branch office, or place where the business is carried out.
  • A company needs to show its registered business name on all corporate documents e.g. letter headings, stationary, resolutions etc.
  • If the business is a body corporate, additional information needs to be disclosed on documents such as the full name of the company, the registered number and the address of the registered office.
Sanctions for a breach of the Act

Section 11 of the Act requires a body corporate or a person to disclose their true name on business documentation, failure to do so can result in a summary conviction.

For assistance in registering your business name, please contact David Morris, Senior Consultant in our Corporate Compliance Department.

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 David Morris, Senior Consultant in our Corporate Compliance Department.

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 David Morris, Senior Consultant in our Corporate Compliance Department.

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 David Morris, Senior Consultant in our Corporate Compliance Department.

Choosing an appropriate location for a company’s registered office arises under the Companies Act 2014. It is the duty of each director and secretary of a company to ensure the requirements for a Company’s registered office are complied with.

The location of a registered office is disclosed publicly on the Companies Registration Office (CRO) website.

A Company’s registered office address must be an actual physical location within the State. A post office box number is not sufficient.

Company statutory registers must be kept at a Company’s registered office and members of the public can inspect registers at that location. Documents may be delivered by hand to the registered office.

A Company’s registered office address is the address to which all legal notices, including correspondence from the CRO and at times the Revenue Commissioners, may be sent.

Any document will be validly served on a company by leaving it at, or sending it by post to the registered office of the company.

Crowleys DFK corporate compliance team have been providing a professional registered office facility for a number of years through offices located in Cork and Dublin.

For further information on our registered office service, please contact:

 

David Morris
Senior Consultant | Corporate Compliance Services
david.morris@crowleysdfk.ie

The Companies Act 2014 commenced on the 1st June 2015.

The Act consolidates and reforms existing Irish Company Law into a single piece of understandable legislation, bringing changes that will affect every company.

We set out as follows what we consider to be the key features of the Act.

Key Highlights of the Companies Act 2014

The Act consolidates and reforms existing Irish Company Law into a single piece of understandable legislation, bringing changes that will affect every company.

All existing private limited companies will need to make the decision to either convert to a new model Company Limited by Shares (“LTD”) or to a Designated Activity Company (“DAC”). Additionally, it is an opportunity to identify what companies are now dormant and will no longer be required as there may be a possibility of winding some of them up.

There is also a requirement for other company types to take action during the transition period, including a company limited by guarantee and a private unlimited company.

Some of the other key features of the Act that companies should be prepared for are:

  • The requirements regarding director’s loans to and from a company whereby the Act encourages loans to be in writing.
  • Change to the qualifying criteria for a “small company”. Companies Limited by Guarantee, Unlimited Companies and Group Companies will be able to qualify for audit exemption and there will be a new audit exemption available to Dormant Companies.
  • The requirement to prepare a Directors Compliance Statement for certain companies.
  • The requirement to have an Audit Committee for certain companies.
  • The ability to revise defective financial statements.
  • Changes to the approval of financial statements.
  • Director’s duties have become codified under the Act with eight key duties.
  • Directors are now required to make sure that the Company Secretary has the skills or resources necessary to discharge his or her statutory and other duties.

If you have any queries regarding how the Act may impact on your Company or its Directors please contact us.

Contact

David Morris
Senior Consultant | Corporate Compliance Services
david.morris@crowleysdfk.ie