Academic journal article Business Law International

A New Departure in Irish Company Law: The Companies Act 2014 - an Overview

Academic journal article Business Law International

A New Departure in Irish Company Law: The Companies Act 2014 - an Overview

Article excerpt

Introduction

On 23 December 2014, the Companies Act 2014 was signed into law. Representing the largest substantive piece of legislation in recent Irish legal history, it is expected that the Act will come into effect on 1 June 2015. The purpose of the legislation is to simplify and modernise Irish company law and to provide a comprehensive framework for all Irish registered companies.

The Act is spread out over 25 parts and 17 schedules and comprises some 1,448 sections. It has the stated aim of making company law more accessible, coherent and reflective of business practice.1 While consolidating 17 previous Companies Acts and 15 statutory instruments, together with codifying various provisions of the common law, the Act also introduces important reforms that will change the landscape of company law in Ireland.

The last major review and consolidation of Irish company law took place over 50 years ago, in the lead-up to the Companies Act 1963. An overhaul of the law was long overdue, particularly in light of reform in the United Kingdom, Hong Kong, Canada and New Zealand. A statutory body (the Company Law Review Group (CLRG)) was accordingly set up in 2000 to advise the Irish Government on the reform and modernisation of Irish company law.

The CLRG spent a number of years reviewing the existing company law regime, determining the provisions that should be carried over into the new law and recommending a variety of reforms. As part of this process, the CLRG examined the company law regimes of a number of other jurisdictions, in particular the UK, and took inspiration from changes introduced in those countries.

In general, the structure of Irish company law is closely modelled on that of the UK. The two jurisdictions share a common legal tradition with both case law and legislation from the UK influencing the Irish judiciary and legislators. Just as the current primary piece of company legislation in Ireland (the Companies Act 1963) closely resembles its UK counterpart (the Companies Act 1948), the Act is similar in many ways to the UK Companies Act 2006. However, there are important differences between the two acts and the Irish legislature has made considered decisions on occasion not to follow its closest neighbour in relation to company law policy.

Given the significant presence of foreign investment in Ireland, the changes brought about by the Act will be of interest not just domestically, but also to the international business community. In particular, this article will be of relevance to the many multinational groups that have subsidiary companies registered in Ireland. Recent figures show that there are over 3,300 fo reign-owned firms based in Ireland and in 2013 Ireland was ranked tenth in terms of foreign direct investment (FDI) project inflows globally." Many of these firms operate through Irish registered companies and will be directly affected by the changes brought about by the Act. '

What's new?

While the new legislation largely re-enacts the pre-existing law, there are a number of significant innovations.

Structure of the legislation

The Act places the private company limited by shares at the heart of company law for the first time. For historic reasons, Irish company law has as its focus the public company and it was recognised that this situation was anomalous given that nearly 90 per cent of companies registered in Ireland are private companies limited by shares.

Therefore, volume 1 of the Act looks to ring-fence the law applicable to what will be the most common company type - the new model private company limited by shares. In line with the simplified structural concept of the Act, the provisions are arranged to reflect the life cycle of the company, beginning with how a company is set up, followed by the provisions that apply when the company is in operation and, finally, the provisions that are relevant to the winding down of the company. Volume 2 details how the law contained in volume 1 is applied, disapplied or varied for the other company types - namely the designated activity company, the public limited company, the guarantee company, the unlimited company, the unregistered company and the investment company. …

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