Overview of the Companies Act 2014

The Companies Act 2014 (‘the Act’) was signed 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.

The Companies Act 2014 (Commencement) Order 2015 - S.I. No.169 of 2015 - commences the provisions of the Act with limited exceptions on 1 June 2015.

Some of the key changes are highlighted and discussed in this Companies Act 2014 micro site.

The Act consists of 25 ‘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:

  • Parts 1 to 15 (along with the relevant Schedules) apply to Companies limited by shares (‘LTDs). Post conversion these will be the vast majority of companies in the State.
  • Parts 16 to 25 cover the other types of companies under the Act – e.g. designated activity companies (‘DACs’), public limited companies (‘PLCs’), and companies limited by guarantee (‘CLGs’), as well as other issues. The provisions of Parts 1 to 15 also apply to these types of company, unless disapplied or modified by the relevant Part (e.g. Part 16 for DACs).

Companies Act 2014 Structure

Parts 1 to 15

Parts 16 to 25

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  

Links to summaries of the Companies Act 2014

Statutory Instruments, not consolidated into the Act, which continue in force

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 (though some may be replaced in due course). 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 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

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