Ireland: Irish Companies Act 2014

Chairman of our Corporate Team, Paul Egan, gives an overview of the changes of which Irish companies should be aware on the commencement of the Irish Companies Act 2014.

The Companies Act 2014 was enacted on the 23 December 2014 and its commencement is planned for 1 June 2015. The Act consolidates the existing Irish Companies Acts and many of the related statutory instruments into a single statute while simultaneously introducing significant reforms to Irish company law.

With 1448 sections and 17 schedules, the Companies Act is the largest piece of legislation to ever be enacted in the history of the State. Unlike the UK Companies Act 2006, which consolidated UK company law, the Irish Act goes one step further and consolidates Irish law relating to corporate insolvency.

The key question that those in business will want to know is: what does the Act mean for me?

  • For companies, it means a need to examine their constitutive documents and decide whether they are fit for purpose.
  • For directors, it means absorbing a more focused regime of director duties as well as noting some key changes that will relieve them from certain responsibilities.
  • For company secretaries, it means becoming familiar with a completely new legal architecture for the governance of companies.


The Act makes provision for new types of private company. These new-form companies include a 'CLS' (company limited by shares, or 'LTD') and a 'DAC' (designated activity company). The question that private companies must now ask themselves is: to DAC or not to DAC?

A DAC is similar to an existing private company limited by shares and will remain restricted by its objects clause and its constitution. A CLS is a simplified new-form private company limited by shares. The decision on whether to register as a DAC or a CLS will depend on whether the reform provisions in the Act are suitable to the particular company. Under the Act, CLSs can avail of the following provisions:

  • the right to dispense with the need to hold a physical annual general meeting, instead adopting written procedures;
  • full and unlimited capacity to carry on and undertake any business or activity, do any act or enter into any transaction without being restricted to the objects set out in its memorandum; and
  • to have a single director.

DACs will retain an objects clause, must have two or more directors and must have AGMs if they have two or more shareholders. DACs will however be able to list debt securities, something prohibited to CLSs.



The Act, for the first time in Irish company law, sets out the fiduciary duties of a director of an Irish company.

A director must:

  1. act in good faith;
  2. act honestly and responsibly;
  3. act in accordance with the company's constitution;
  4. not use the company's property, information or opportunities for the director's own, or anyone else's, benefit;
  5. not agree to restrict the director's power to exercise an independent judgement;
  6. avoid any conflict between the director's duties to the company and the director's other interests;
  7. exercise the care, skill and diligence which would be exercised in the same circumstances by a reasonable person in the same position with the same knowledge; and
  8. have regard to the interests of its employees and of its members as a whole.

Compliance Statements

Directors of all public limited companies (except investment companies) and of all other large limited companies with a balance sheet total of e12,500,000 and a turnover of e25,000,000 must produce an annual compliance statement. This statement is to acknowledge that the directors are responsible for securing the company's compliance with tax law and company law and to confirm that certain things have been done or, if they have not been done, explaining why they have not been done.

Choice of Company Secretary

The Act places a new obligation on the directors of private companies to appoint a suitably qualified individual as their company secretary. That person must have the skills necessary so as to enable him or her maintain the records required to be kept in relation to the company. The existing law for directors of public limited companies remains the same - a requirement to ensure that the person appointed has, for at least three years held the office of secretary of a company; or the person is a member of a recognised body; or, by virtue of holding or having held any other position or being a member of any other body, appears to the directors capable of discharging his or her duties.

Disclosure of Shareholdings

Under the existing company law, directors of a company are obliged to disclose certain interests in shares or debentures in the company and in associated companies. While the Act maintains this obligation, it contains a new exemption from what is a "disclosable interest" in a case where the shares held by a director (aggregated with those of connected persons, such as spouses and children) amount to an interest in less than 1% in nominal value of the company's issued share capital of a class of shares carrying voting rights. The Act also extends this exemption to share options. This should considerably reduce and, in many cases, eliminate the disclosure obligations for directors and secretaries, notably for directors of subsidiaries of multinational companies who participate in company-wide equity plans.

One Director Companies

Directors will also welcome the introduction of single director companies. While the minimum number of directors for all other companies will continue to be two, the CLS will be permitted to have a single director.

Loans to and by Directors

The prohibition on loans to directors is relaxed, subject to compliance with new formalities. Importantly also, loans by directors must comply with new formalities, in the absence of which the loans are deemed subordinated and unsecured .


Navigating the Act

Company secretaries will need to adapt to a completely new architecture for company law; the structure of the Act is such that the law applicable to each type of company is, for the first time, clearly delineated. Also the abandonment of Table A, which contains a model set of Articles of Association, in favour of the creation of a series of statutory defaults which will automatically apply unless a company's constitution provides otherwise, will need to be considered. Other changes include the introduction of a one-document constitution for the new model private company, the abolition of objects clauses for CLSs and changes to registration of mortgages and charges, amongst many others.

No Obligation to Ensure Compliance

Welcome news for company secretaries will be the removal of the obligation of a company secretary "to ensure compliance with company law" which now rests with the directors alone.

Summary Approval Scheme

The Act also introduces a simplified written approval process by directors and members, not requiring any court order, for certain transactions, such as mergers of companies, reductions in capital, a members' voluntary winding-up or the use of pre-acquisition profits. This procedure is available to private limited companies, designated activity companies, companies limited by guarantee and unlimited companies.

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

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

Events from this Firm
21 Jan 2018, Seminar, Dublin, Ireland

We are delighted to sponsor Airline Economics Growth Frontiers 2018 Conference taking place in the Shelbourne Hotel in Dublin from 21 to 24 January 2018.

23 Jan 2018, Business Breakfast, Dublin, Ireland

We are pleased to sponsor a Dublin Chamber of Commerce breakfast briefing at 8am on Tuesday 23 January at our offices at South Bank House, Barrow Street, with Vanessa Tierney of Abodoo.

In association with
Up-coming Events Search
Font Size:
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
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
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 you may opt out by clicking here

    Terms & Conditions and Privacy Statement (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

    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’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.


    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.


    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.

    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 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.


    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.


    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.


    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.


    From time to time Mondaq may send you emails promoting Mondaq services including new services. You may opt out of receiving such emails by clicking below.

    *** If you do not wish to receive any future announcements of services offered by Mondaq you may opt out by clicking here .


    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

    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

    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

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

    By clicking Register you state you have read and agree to our Terms and Conditions