Companies Act 2014

• Enactment Date: 23 December 2014
• Act Number: 38

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Number 38 of 2014

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COMPANIES ACT 2014

REVISED

Updated to 1 January 2023

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This Revised Act is an administrative consolidation of the Companies Act 2014. It is prepared by the Law Reform Commission in accordance with its function under the Law Reform Commission Act 1975 (3/1975) to keep the law under review and to undertake revision and consolidation of statute law.

All Acts up to and including the Local Government (Maternity Protection and Other Measures for Members of Local Authorities) Act 2022 (52/2022), enacted 21 December 2022 and all statutory instruments up to and including the Planning And Development And Foreshore (Amendment) Act 2022 (Commencement) Order 2023 (S.I. No. 1 of 2023), made 1 January 2023, were considered in the preparation of this Revised Act.

Disclaimer: While every care has been taken in the preparation of this Revised Act, the Law Reform Commission can assume no responsibility for and give no guarantees, undertakings or warranties concerning the accuracy, completeness or up to date nature of the information provided and does not accept any liability whatsoever arising from any errors or omissions. Please notify any errors, omissions and comments by email to

revisedacts@lawreform.ie.

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Number 38 of 2014

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COMPANIES ACT 2014

REVISED

Updated to 1 January 2023

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Introduction

This Revised Act presents the text of the Act as it has been amended since enactment, and preserves the format in which it was passed.

Related legislation

This Act is not collectively cited with any other Act.

Annotations

This Revised Act is annotated and includes textual and non-textual amendments, statutory instruments made pursuant to the Act and previous affecting provisions.

An explanation of how to read annotations is available at

www.lawreform.ie/annotations.

Material not updated in this revision

Where other legislation is amended by this Act, those amendments may have been superseded by other amendments in other legislation, or the amended legislation may have been repealed or revoked. This information is not represented in this revision but will be reflected in a revision of the amended legislation if one is available.

Where legislation or a fragment of legislation is referred to in annotations, changes to this legislation or fragment may not be reflected in this revision but will be reflected in a revision of the legislation referred to if one is available.

A list of legislative changes to any Act, and to statutory instruments from 1972, may be found may be found linked from the page of the Act or statutory instrument at

www.irishstatutebook.ie.

Acts which affect or previously affected this revision

• Air Navigation and Transport Act 2022 (40/2022)

• Water Services (Amendment) Act 2022 (39/2022)

• Consumer Rights Act 2022 (37/2022)

• Eirgrid, Electricity and Turf (Amendment) Act 2022 (17/2022)

• Companies (Corporate Enforcement Authority) Act 2021 (48/2021)

• Companies (Rescue Process for Small and Micro Companies) Act 2021 (30/2021)

• Land Development Agency Act 2021 (26/2021)

• Criminal Justice (Perjury and Related Offences) Act 2021 (13/2021)

• Withdrawal of the United Kingdom from the European Union (Consequential Provisions) Act 2020 (23/2020)

• Companies (Miscellaneous Provisions (Covid-19) Act 2020  (9/2020)

• Financial Provisions (Covid-19) (No. 2) Act 2020  (8/2020)

• Migration of Participating Securities Act 2019 (50/2019)

• Housing (Regulation of Approved Housing Bodies) Act 2019 (47/2019)

• Finance (Tax Appeals and Prospectus Regulation) Act 2019 (39/2019)

• Companies (Amendment) Act 2019 (10/2019)

• Companies (Statutory Audits) Act 2018 (22/2018)

• Data Protection Act 2018 (7/2018)

• Finance Act 2017 (41/2017)

• Companies (Amendment) Act 2017 (13/2017)

• Companies (Accounting) Act 2017 (9/2017)

• Finance (Certain European Union and Intergovernmental Obligations) Act 2016 (13/2016)

• Credit Guarantee (Amendment) Act 2016 (1/2016)

• Legal Services Regulation Act 2015 (65/2015)

• Harbours Act 2015 (61/2015)

• National Cultural Institutions (National Concert Hall) Act 2015 (44/2015)

• Workplace Relations Act 2015 (16/2015)

• Irish Collective Asset-management Vehicles Act 2015 (2/2015)

• Hallmarking Act 1981 (18/1981)

All Acts up to and including Local Government (Maternity Protection and Other Measures for Members of Local Authorities) Act 2022 (52/2022), enacted 21 December 2022, were considered in the preparation of this revision.

Statutory instruments which affect or previously affected this revision

• Companies Act 2014 (Section 12A(1)) (Covid-19) (No. 2) Order 2022 (S.I. No. 648 of 2022)

• Companies Act 2014 (Disqualification and Restriction Undertakings) Regulations 2022 (S.I. No. 646 of 2022)

• European Union (Preventive Restructuring) Regulations 2022 (S.I. No. 380 of 2022)

• Companies Act 2014 (Corporate Enforcement Authority) (Establishment Day) Order 2022 (S.I. No. 337 of 2022)

• Companies Act 2014 (Section 12A(1)) (Covid-19) Order 2022 (S.I. No. 220 of 2022)

• Companies Act 2014 (Section 12A(1)) (Covid-19) (No. 2) Order 2021 (S.I. No. 725 of 2021)

• European Union (Crowdfunding) Regulations 2021 (S.I. No. 702 of 2021)

• Companies Act 2014 (Section 897) Order 2021 (S.I. No. 676 of 2021)

• Companies Act 2014 (Prescribed Form and Notice) Regulations 2021 (S.I. No. 675 of 2021)

• Companies Act 2014 (Fees) (No. 2) Regulations 2021 (S.I. No. 674 of 2021)

• Companies Act 2014 (Forms) Regulations 2021 (S.I. No. 396 of 2021)

• Companies Act 2014 (Fees) Regulations 2021 (S.I. No. 395 of 2021)

• Companies Act 2014 (Section 12A(1)) (Covid-19) Order 2021 (S.I. No. 254 of 2021)

• European Union (Central Securities Depositories) (CSD Nominee) (Amendment) Regulations 2021 (S.I. No. 119 of 2021)

• European Union (Central Securities Depositories) (CSD Nominee) Regulations 2021 (S.I. No. 110 of 2021)

• European Union (Bank Recovery and Resolution) (Amendment) Regulations 2020 (S.I. No. 713 of 2020)

• Companies Act 2014 (Section 12A(1)) (Covid-19) Order 2020 (S.I. No. 672 of 2020)

• Companies Act 2014 (Section 897) Order 2020 (S.I. No. 629 of 2020)

• Companies Act 2014 (Form and Content of Documents Delivered to Registrar) Regulations 2020 (S.I. No. 628 of 2020)

• Companies Act 2014 (Forms) Regulations 2020 (S.I. No. 627 of 2020)

• Companies Act 2014 (Fees) Regulations 2020 (S.I. No. 626 of 2020)

• Companies Act 1990 (Uncertificated Securities) (Amendment) Regulations 2020 (S.I. No. 609 of 2020)

• European Union (Shareholders’ Rights) Regulations 2020 (S.I. No. 81 of 2020)

• Companies Act 2014 (Procedures Governing the Conduct of Sbeection 934 Investigations) Regulations 2020 (S.I. No. 16 of 2020)

• European Union (Qualifying Partnerships: Accounting and Auditing) Regulations 2019 (S.I. No. 597 of 2019)

• Companies Act 2014 (Procedures Governing the Conduct of Section 933 Enquiries) Regulations 2019 (S.I. No. 567 of 2019)

• European Union (Prospectus) Regulations 2019 (S.I. No. 380 of 2019)

• Central Bank (Investment Market Conduct) Rules 2019 (S.I. No. 366 of 2019)

• Companies Act 2014 (Section 1412(2)) (Relevant Jurisdictions) Regulations 2019 (S.I. No. 193 of 2019)

• Companies Act 2014 (Section 1408(2)) (Relevant Jurisdictions) Regulations 2019 (S.I. No. 192 of 2019)

• European Union (Bank Recovery And Resolution) Regulations 2019 (S.I. No. 127 of 2019)

• Companies Act 2014 (Prescribed Professional Bodies) Regulations 2018 (S.I. No. 570 of 2018)

• Companies Act 2014 (Forms) (No. 2) Regulations 2018 (S.I. No. 242 of 2018)

• Companies Act 2014 (Forms) Regulations 2018 (S.I. No. 95 of 2018)

• Companies Act 2014 (Accounting Standards)(Prescribed Body) Regulations 2018 (S.I. No. 84 of 2018)

• European Union (Payment Services) Regulations 2018 (S.I. No. 6 of 2018)

• European Union (Markets in Financial Instruments) Regulations 2017 (S.I. No. 375 of 2017)

• European Union (Disclosure of Non-Financial and Diversity Information by certain large undertakings and groups) Regulations 2017 (S.I. No. 360 of 2017)

• Transparency (Directive 2004/109/EC) (Amendment) Regulations 2017 (S.I. No. 336 of 2017)

• Companies Act 2014 (Prescribed Fees Category 5 Liquidators) Regulations 2017 (S.I. No. 303 of 2017)

• Companies Act 2014 (Prescribed Forms Category 5...