Ireland: Corporate – An Overview Of 2013

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.

1. 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and articles of association, notwithstanding that this document refers to laws and regulations that will have been repealed.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 "Preparing Private Companies for the Companies Bill: New Company Forms and Drafting Company Constitutions" at Dublin Castle on Friday, 7 February 2014. Senior Associate David Mangan is a member of the advisory board of the Irish Corporate Law Forum and will be among the presenters at the seminar.

We will provide updates on our dedicated Company Law web page as the Bill progresses further.

2. Companies (Miscellaneous Provisions) Act 2013

The Companies (Miscellaneous Provisions) Act 2013 (the "Act") was signed into law on 24 December 2013. One of the Act's main features is that enables small businesses to make applications for examinership to the Circuit Court.

These provisions were originally contained in the Companies Bill 2012; however, it was decided to "fast-track" the enactment of Circuit Court examinerships. The reason stems from the Government's Action Plan for Jobs, which envisages that small companies in financial difficulty will seek court protection in order to facilitate the restructuring of debts.

The ability to apply directly to the Circuit Court instead of the High Court to have an examiner appointed implies lower costs and greater accessibility for small companies. This is attractive alternative to liquidation for small businesses in difficulty. The overall aim is to allow small companies time to restructure debts and save jobs.

For the purposes of the Act, a small company is one that satisfies two out of the following three conditions:

  • balance sheet not exceeding €4.4million;
  • turnover not exceeding €8.8million; and
  • number of employees not exceeding 50.

The Act also contains provisions to facilitate more efficient electronic filings with the Companies Registration Office. The requirement to file a true copy of accounts is abolished; scans can be electronically filed through CORE, reducing a minor administrative burden on companies.

It should be noted that as a result of the Act, the proper citation of the Companies Acts has been amended to "the Companies Acts 1963 to 2013". This citation should appear on all subsequent Memoranda and Articles of Association filed with the CRO, and should be included in auditors' reports, financial statements, etc.

3. Gender Balance on Listed Company Boards

On 20 November 2013, the European Parliament voted in favour of measures which will require listed companies to have women make up at least 40% of their non-executive directors. In order to become law, the Commission's proposal now needs to be adopted jointly by the European Parliament and the EU Member States in the Council.

SMEs remain excluded from the scope of the directive, although Member States are encouraged to support these companies to improve gender balance at all levels of management. The measures will only apply to the non-executive directors of publicly listed companies, due to their economic importance and high visibility.

The main elements are as follows:

  • if a publicly listed company does not have 40% of women among its non-executive board members, it will be required to introduce a selection procedure which gives priority to qualified female candidates;
  • emphasis is firmly on qualification;
  • member States are required to lay down sanctions for companies in breach of the Directive;
  • the law is a temporary measure; it will automatically expire in 2028; and
  • the law also includes a "flexi quota" - an obligation for companies listed on a stock exchange to set themselves individual, self-regulatory targets regarding the representation of both sexes among executive directors, to be met by 2020 (or 2018 in case of public undertakings). Companies will have to report annually on the progress made.

This will, undoubtedly, mean major changes to the boards of Irish listed companies, especially in light of the fact that, in Ireland, women account for, on average, 11% of board members; a much lower figure than the EU average of 17%.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Authors
 
In association with
Up-coming Events Search
Tools
Print
Font Size:
Translation
Channels
Mondaq on Twitter
 
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
 
Email Address
Company Name
Password
Confirm Password
Position
Mondaq Topics -- Select your Interests
 Accounting
 Anti-trust
 Commercial
 Compliance
 Consumer
 Criminal
 Employment
 Energy
 Environment
 Family
 Finance
 Government
 Healthcare
 Immigration
 Insolvency
 Insurance
 International
 IP
 Law Performance
 Law Practice
 Litigation
 Media & IT
 Privacy
 Real Estate
 Strategy
 Tax
 Technology
 Transport
 Wealth Mgt
Regions
Africa
Asia
Asia Pacific
Australasia
Canada
Caribbean
Europe
European Union
Latin America
Middle East
U.K.
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement

Mondaq.com (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of www.mondaq.com

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about Mondaq.com’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.

Disclaimer

Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.

Registration

Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to unsubscribe@mondaq.com with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.

Cookies

A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.

Links

This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.

Mail-A-Friend

If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.

Security

This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to webmaster@mondaq.com.

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to EditorialAdvisor@mondaq.com.

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at enquiries@mondaq.com.

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at problems@mondaq.com and we will use commercially reasonable efforts to determine and correct the problem promptly.