Companies Act 2014 Commencement

Companies Act 2014 Commencement

The Companies Act 2014 (Commencement) Order 2015 (SI 169/2015) (the “Order”) was signed by Minister Richard Bruton on 1 May 2015.

The Order provides that the Companies Act 2014 will, as had been indicated, be commenced on 1 June 2015 and shall generally come into effect immediately on that date.

The Order sets out a limited number of provisions which do not commence on that date, including (as anticipated) certain new obligations relating to financial statements, which will only apply in respect of a financial year commencing on or after 1 June 2015.

These are the key deferrals:

a) Section 167 – requirement for certain companies to set up audit committees or explain why not;

b) Section 225 – requirement for certain companies to include a directors’ compliance statement in the directors’ report;

c) Section 305(1)(b) – requirement to include gains on exercise of share options in directors’ remuneration;

d) Section 306(1) – requirement to include amounts paid to connected persons in directors’ remuneration;

e) Section 326(1)(a) – requirement to include the names of all directors’ in the directors’ report; and

f) Section 330 – requirement to include statement on relevant audit information in the directors’ report

The effect of commencement in this manner means that, other than the limited exceptions referred to above, the requirements of CA 2014 take effect immediately. This includes those provisions that apply to the preparation and auditing of financial statements.

Consequently, where a set of financial statements is approved after 1 June 2015, it must be approved under the Companies Act, 2014.

In addition, it is understood that the many reliefs relating to financial statements and the audit thereof included in CA 2014 can be availed of immediately on or after 1 June 2015 regardless of the financial periods to which the financial statements relate, where those financial statements will be approved on or after 1 June 2015.

Such reliefs include:

  • Extension of audit exemption reliefs in specified circumstances to:- 
    • Groups of companies qualifying as ‘small’;
    • Companies limited by guarantee;
    • Dormant subsidiaries.
  • Option to adopt written AGMs for private companies limited by shares;
  • A simplified written approval process for certain restricted activities (i.e. those that may prejudice shareholders or creditors) (‘Summary Approval Procedure’).

 

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