1. A new one-document constitution replaces the articles and memorandum for the newly introduced companies limited by shares (CLS). They will lose their objects clause and the remaining part of the memorandum and the articles will be deemed to be the company’s constitutions.

Read more: Conversion to CLS / Incorporation

 

  1. CLS’s will have full and unlimited capacity to contract. This means that the ultra vires doctrine is abolished for CLSs but will remain in force for any other form of company (such as PLC and DACs).

Read moreCorporate Capacity & Authority

 

  1. In the protection for minorities, the Courts are now empowered by statute to award compensation. This was not previously allowed under the old Section 205, but it was done in practice. Now compensation is provided for in Section 212(3)(d).

Read moreProtection for Minorities

 

  1. There is now a provision enabling directors’ meetings to be held with some or all directors participating by means of ‘telephonic, video or other electronic communication’ such as Skype or other similar forms of communication.

Read moreProceedings of Directors

 

  1. A CLS may have one director only, rather than the old two directors minimum. The duties of directors have now also been codified in statute with new provisions as well as re-enacted duties.

Read moreGeneral Duties of Directors

 

  1. As well as the director’s duties being set out in statute, the secretary’s duties have also been codified in the new Act.

Read moreDuties of Directors and Other Officers & Directors and Secretaries

 

  1. The new Act has introduced a new way of registering charges. As well as this, a clarity provision has been enacted (Section 412) to clear up legislation on the priority of charges. It expressly states matters which, up until now, practitioners have assumed to be the case.

Read moreRegistering Charges and Priority of Charges

 

  1. In the winding up of a company, the old minimum indebtedness threshold has been increased from €1,269.74 to €10,000. The thresholds are new, but the circumstances in which a company is deemed unable to pay its debts remain unchanged.

Read moreWinding Up Introduction & Winding Up by Court

 

  1. The Companies Act 2014 has introduced the concept of division. It is now possible for an Irish company to be divided so that its undertaking can be split between two other Irish companies.

Read moreDivisions

 

  1. Up to now, it hasn’t been possible to perform a merger between two private Irish companies. The 2014 Act changes this. However, this applies where at least one of the merging companies is a company limited by shares (CLS) and none of the merging companies is a PLC.

Read moreMergers

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