This Wednesday morning March 11th Kelliher O’Shea, Chartered Accountants, hosted a two hour seminar in the River Island Hotel in Castleisland.
The breakfast seminar was designed for company directors and professionals to provided them with an informative and succinct overview of the new Companies Act 2014 which will replace the existing Companies Act 1963 to 2014 from 1st June 2015.
The guest speaker was Brian Walker a barrister from Dublin who specialises in the area of company law. The event was well attended with 72 guests accepting the invitation to the event.
Mr. Walker discussed the 18 month transition period available to private limited companies who will have a choice of whether they become a LTD or a DAC (Designated Activity Company).
The new private limited company or LTD which will have no memorandum & articles of association and instead will have a single document constitution.
It will have no objects clause and therefore the company will not be restricted in terms of the activities it can carry out with a few exceptions.
The new LTD will only require one director and can dispense from holding Annual General Meetings. The one director company will remove the requirement for what is commonly known as ‘wife directors’ where the spouse is asked, from time to time, to sign documents but is not actively involved in the business but potentially putting themselves at risk.
The DAC will reflect the current structure for private limited companies.
Practitioners will welcome the upcoming change where audit exemption is being extended to companies within a group structure and to companies limited by guarantee where they meet the revised requirements which have also been relaxed.
Currently companies have to satisfy three conditions whereas from June that will be changed to two out of three with no one condition being mandatory.
There is currently no facility to rectify statutory financial statements where an error is discovered following those financial statements being filed with the CRO (Companies Office). The new Act will allow the voluntary revision of financial statements which mirrors the current position in the UK.
Director loans and arrangements which were restricted in the past will be legalised under the new Act if a summary approval procedure is followed.
The role of the Company Secretary is changing where the entity or person acting as a company secretary must meet a ‘Qualification Test’. Effectively, this will apply more duties and responsibilities on those of us acting as a company secretary.
Mr. Walker also highlighted the extended powers the new Act will give creditors of a company who will be able to make directors personally liable for debts of a company in certain circumstances. Throughout the presentation he provided his audience with case law examples and scenarios he has come across while practicing as a barrister.
A copy of the presentation slides are available on the Kelliher O’Shea company website – www.kelos.ie.