Companies Act 2014 - Structure of the Act

Companies Act 2014 - Structure of the Act

The Companies Act 2014 (‘the Act’) was signed by President Michael D Higgins on 23 December 2014 and commenced on 1 June 2015.  The Act is both consolidating, in that it consolidates and replaces the Companies Acts 1963 to 2013 and most of the related statutory instruments, and reforming in nature.  Some of the key changes are highlighted and discussed in this ‘Companies Act 2014’ micro site. The Companies Act 2014 (‘the Act’) was signed by President Michael D Higgins on 23 December 2014 and commenced on 1 June 2015.  The Act is both consolidating, in that it consolidates and replaces the Companies Acts 1963 to 2013 and most of the related statutory instruments, and reforming in nature.  Some of the key changes are highlighted and discussed in this ‘Companies Act 2014’ micro site.

The Act consists of 24 ‘Parts’, containing 1,448 sections, and 17 Schedules.  It is the largest single legislative instrument in the history of the State.  It has been developed on the basis of the principle of ‘think small first’, such that:

  • Companies limited by shares (‘LTDs) post conversion, which will be the vast majority of companies in the State, Parts 1 to 15 (along with the relevant Schedules) only apply to, those which will be private companies limited by shares ‘LTD’ post conversion;
  • Parts 16 to 25 cover the other types of companies under the Act – e.g. public limited companies (‘PLCs’), designated activity companies (‘DACs’), companies limited by guarantee (‘CLGs’),  unlimited companies,  external companies, unregistered companies and joint stock companies and investment companies, as well as issues such as the law relating to public offers of securities .  The provisions of Parts 1 to 15 also apply to these types of companies, unless modified by the specific Part pertaining to these types of companies.

Companies Act 2014 Structure

Parts 1 to 15

Parts 16 to 24

Part 1: Preliminary and general

Part 16: Designated activity companies

Part 2: Incorporation and registration

Part 17: Public limited companies

Part 3: Share capital, shares and certain other instruments

Part 18: Guarantee companies

Part 4: Corporate governance

Part 19: Unlimited companies

Part 5: Duties of directors and other officers

Part 20: Re-registration

Part 6: Financial statements, annual return and audit

Part 21: External companies

Part 7: Charges and debentures

Part 22: Unregistered companies and joint stock companies

Part 8: Receivers

Part 23: Public offers of securities, financial reporting by traded companies, prevention of market abuse, etc

Part 9: Reorganisations, acquisitions, mergers and divisions

Part 24: Investment companies

Part 10: Examinerships

Part 25: Miscellaneous

Part 11: Winding up

 

Part 12: Strike off and restoration

 

Part 13: Investigations

 

Part 14: Compliance and enforcement

 

Part 15: Functions of Registrar and of regulatory and advisory bodies

 

 

Effective Statutory Instruments not consolidated into the Act

Members should be aware that while the Act represents a consolidation of 17 Acts and numerous Statutory Instruments enacted between 1963 and 2013, there are a number of important legislative instruments that are still effective post commencement of the Act.  Those of particular relevance to accountants and auditors include:

  • SI No 294 of 1992 - European Communities (Credit Institutions: Accounts) Regulations, 1992;
  • SI No 23 of 1996 - European Communities (Credit Institutions: Accounts) Regulations, 1992;
  • SI No 450 of 2009 - European Communities (Directive 2006/46/EC), 2009;
  • SI No 83 of 2010 - European Communities (Directive 2006/46/EC) (Amendment) Regulations, 2010;
  • SI No 220 of 2010 - European Communities (Statutory Audits) (Directive 2006/43/EC) Regulations, 2010;
  • SI No 510 of 2102 - European Union (International Financial Reporting Standards) Regulations, 2012.

 

Companies Act 2014 Structure

Parts 1 to 15

Parts 16 to 24

Part 1: Preliminary and general

Part 16: Designated activity companies

Part 2: Incorporation and registration

Part 17: Public limited companies

Part 3: Share capital, shares and certain other instruments

Part 18: Guarantee companies

Part 4: Corporate governance

Part 19: Unlimited companies

Part 5: Duties of directors and other officers

Part 20: Re-registration

Part 6: Financial statements, annual return and audit

Part 21: External companies

Part 7: Charges and debentures

Part 22: Unregistered companies and joint stock companies

Part 8: Receivers

Part 23: Public offers of securities, financial reporting by traded companies, prevention of market abuse, etc

Part 9: Reorganisations, acquisitions, mergers and divisions

Part 24: Investment companies

Part 10: Examinerships

Part 25: Miscellaneous

Part 11: Winding up

 

Part 12: Strike off and restoration

 

Part 13: Investigations

 

Part 14: Compliance and enforcement

 

Part 15: Functions of Registrar and of regulatory and advisory bodies

 

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