We hope that 2013 was a good year for you and your firm and that 2014 brings new opportunities and further success. We saw a number of developments in the Irish market last year and you can watch a short video from IDA Ireland with local highlights here, including updates on a number of our clients.
We have prepared a short overview of key developments in the corporate environment during 2013. We hope this proves helpful and if you require any additional information on these topics do please contact one of our team.
Companies Bill 2012 - Preparing for Transition
As the Companies Bill 2012 (the "Bill") nears enactment, Irish companies are beginning to prepare for transition to the new regime. The Bill will repeal more than two dozen statutes (effectively, the entire Companies Acts 1963 to 2013, with the exception of EU-derived securities law) and will consolidate them in a single statute.
We have summarised the Bill in previous editions of this e-zine, but given that enactment is anticipated for as early as July 2014, the focus for most companies is on preparing for transition to the new regime. The Bill is built around the most numerous company type, the private company limited by shares.
These companies will be subject to an 18 month transition period (which can be extended by the Minister for a further 12 months) during which their directors and shareholders must decide whether between registering as a new-form company limited by shares ("CLS") or as registering a designated activity company ("DAC").
For most companies, the decision will be based on whether they want to avail of the new company law procedures that are available to the CLS - such as the abolition of company objects, the availability of a one director minimum and the ability to dispense with AGMs - or whether they want to opt out and retain a more familiar corporate form.
Directors of existing private companies will also have to decide whether to or not to draft a new-form constitution. Thankfully, the consequences of choosing to register an existing constitution (or even of doing nothing) have been alleviated in the latest draft of the Bill, with the result that a private company can continue with a constitution that takes the form of its existing memorandum and articles of association, notwithstanding that this document refers to laws and regulations that will have been repealed.
The Irish Corporate Law Forum will present a practical seminar on the Bill titled...