Chartered Accountants Ireland material
The Institute has a number of technical releases and alerts available on company law . Please
click to go to
Institute technical content where ,with log in details, you can access technical releases and technical alerts on particular areas of the Companies Act 2014. For example, a technical release on receivers and discharge of receivers, and one on small and micro companies.
Legislation
Please click here to be brought to our
legislation pages where you can access a selection of the most up to date company legislation. The revised administrative consolidation of the Companies Act 2014 produced by the Law Reform Commission which you can access from the legislation page above or on the Law Reform Commission website is a very useful free resource for members.
COVID "interim period"
Readers may be familiar with the COVID “interim period” introduced under the Companies (Miscellaneous Provisions) (Covid-19) Act 2020 (“2020 Act”). In April 2022 it was extended to 31 December 2022 .You can read more about the extension of the COVID "interim period" here. While the Minister said at the time that this was likely to be the final extension the Dept. of Enterprise Trade &Employment announced on 8 December 2022 that in the light of ongoing repercussions of the pandemic on Irish businesses, the Government had approved the further extension of 2 important temporary measures of the Companies Act to 31 Dec '23
- virtual general meetings will continue
- Threshold a company is deemed unable to pay its debts remains at €50k.
The Minister of State for Trade Promotion, Digital and Company Regulation Dara Calleary said the increased threshold of 50k is retained until Dec '23 to assist in the ongoing operation of struggling or recovering businesses and will ensure that fundamentally viable companies will not be wound up for relatively small debts of €10,000.He also said that importantly, work continues to put virtual AGMs and general meetings on a permanent statutory footing. The extension to Dec '23 will allow companies & co-ops to continue to comply with their legal obligations in what is a challenging trading environment.
Please click here also for the Dept.'s recent press release on the subject.
EU harmonised framework for cross-border conversions and divisions of companies .
The European Union (Cross-Border Conversions, Mergers and Divisions) Regulations 2023 (“Regulations”) were signed into force by the Minister for Enterprise Trade and Employment on 24 May 2023. The Regulations give effect to an EU directive on cross-border conversions, mergers and divisions and introduces for the first time an EU harmonised framework available to in-scope companies for cross-border conversions and divisions. The Regulations apply to Irish limited companies which can now avail of enhanced and harmonised EU regime allowing them to convert and divide across other EEA jurisdictions. You can read some brief background from DETE on the Directive and its implementation here.
SCARP
We have a webpage dedicated to the
Small Company Administrative Rescue Process (SCARP).There are also three statutory instruments which relate to SCARP :Links to these are included below:
si-no-674-of-2021.pdf (enterprise.gov.ie)
si-no-675-of-2021.pdf (enterprise.gov.ie) – this one is particularly helpful as it includes a template statement of affairs.
si-no-676-of-2021.pdf (enterprise.gov.ie)
Readers may know that the Office of the Director of Corporate Enforcement was replaced with the Corporate Enforcement Authority. Please click here for
an article on the establishment of the Corporate Enforcement Authority.
Did you know that company legislation enacted or commenced in 2022 made some other changes to the Companies Act 2014? Readers can access information on Recent Changes to Companies Act 2014, other than SCARP and the establishment of the Corporate Enforcement Authority, made by the SCARP legislation and the Companies (Corporate Enforcement Authority) Act 2021 (CEA Act). Please click the link to access our publication issued in August 2022 which gives some details of those changes.
Please also click here to access an article in October 2022 of Accountancy Ireland on some of these changes brought about by the CEA Act including the proposed requirement for directors to supply PPSN numbers.
Please also see the webpages of the Chartered Governance Institute UK & Ireland where they published very useful information including a summary of changes to the Companies Act 2014.You can read the summary of changes by following the link here.
In July 2022 changes were made to the Irish examinership process by the European Union (Preventive Restructuring) Regulations 2022.Please click the link for our
news item on the Regulations together with links to a number of useful articles. See also the
Information Note on the European Union (Preventive Restructuring) Regulations 2022 published by the Department of Enterprise, Trade & Employment in October 2022.
Please click here for
a news item on a change to the Companies Act 2014 which added additional grounds for application to restrict a company director.
Directors & directors' meetings
In November 2022 Mason Hayes & Curran LLP published a useful article setting out best practice tips for new and existing directors regarding the holding of board meetings dealing with matters such as convening and regulating directors’ meetings, quorum and notice of board meeting .
Readers may also be interested in the Institute article in July 2021 written by doctor Margaret Cullen Founder and Principal of Think Governance Ltd in collaboration with Frank Ennis FCA, independent non-executive director on the three traits of effective directors These are outlined as independence of mind ,intelligence and integrity .Readers can access the article on the three traits here.
Please click here for a news item from the Institute on becoming a non executive director .
AGMs and annual reports
In July 2022 the Financial Reporting Council in the UK published
Good Practice Guidance for Company Meetings which is a guide for companies and shareholders to help ensure that there is effective shareholder engagement and participation when planning and conducting Annual General Meetings (AGMs).You can
read our new item on it here.
Readers may be interested in a report published by the Financial Reporting Council Lab in the UK which identifies lessons learnt from the first year of mandatory structured digital reporting under the TD ESEF regulation. Click
here for an Institute news item and a link to the full report .
See also the guidance issued by the FRC in December 2022 on what makes a good annual report and accounts This covers topics such as attributes of a good annual report and accounts, materiality and corporate reporting principles. Readers can access the guidance on what makes a good report here.
Case law corner
Ireland
Institute case note :in the matter of Spencer Dock Development Company Limited (in liquidation) November 2022. High court initially refused to approve payment of fees to a company in which the official liquidator had an interest, but which company was a third party. The court discussed the liquidator as a fiduciary and the role of trust of the liquidator. The court also noted that the main creditor in the liquidation was NAMA which the taxpayer funds and the court referred to its obligation to have regard to the interests of the taxpayer. Subsequently the fee was revised and all payable to the liquidators and the court approved this.
William Fry LLP Irish High Court Lifts Corporate Veil: Directors Personally Liable (williamfry.com)
Damages against receiver Bank of Ireland Mortgage Bank, Niall Hade and Joyce Hade &Niall Hade ,Bank of Ireland Mortgage Bank and Michael Mc Ateer
Institute case note Insolvency-recent case on winding a company up -Bayview Hotel Waterville Limited
A &L Goodbody LLP Insolvency-appeal of restriction order -Fennell vs Appelbe
United Kingdom
Ronald Fletcher Baker One director, model articles Hashmi v Lorimer- Wing Fore Fitness Investments Holdings Limited and see also "Another perspective " by Browne Jacobson LLP
Acknowledgement that any links to BAILII website (above) are free.
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