Separate Legal Person A company has a separate legal personality. This means that it is a separate legal person. It can sue and be sued. It can hold property. It incurs liability for a civil wrong or breach of contract. It is a different legal person to its shareholders and directors. The effect is that generally, they are not liable […]
Requirement for Company Name A registered company must have a name. The word “limited” or its Irish equivalent “teoranta”, must generally appear at the end of the name of a private limited company. Other suffixes, which signify their status, are required in respect of designated activity companies, public limited companies, companies limited by guarantee and unlimited companies. The name of […]
Incorporation I A company is formed by the filing of papers in the Companies Registration Office. The formation documents are filed together with the draft constitution signed by the initial incorporators or promoters. The CRO issues a Certificate of Incorporation. This is proof of the company’s existence. The process has been largely paper-based. There are now options for electronic filing, although […]
Overview I The vast majority of existing corporate bodies have been formed as companies by registration under the Companies Acts. The Companies Act 1963 and its predecessor Acts dating from 1908 have provided for broadly similar categories of company. The Companies Act 1963 as amended, was replaced by the Companies Act 2014, which has made changes to the types of company […]
Overview I The vast majority of existing corporate bodies have been formed as companies by registration under the Companies Acts. The Companies Act 1963 and its predecessor Acts dating from 1908 have provided for broadly similar categories of company. The Companies Act 1963 as amended, was replaced by the Companies Act 2014, which has made changes to the types of company […]
Registration as DAC An existing pre-2014 Act company may reregister as a designated activity company, in which event, it is deemed a designated activity company for the purpose of the Act. It could reregister by passing an ordinary resolution (members) at least three months before the expiry of the transitional period. In either case, the provisions of the Companies Act 2014 in […]
Pre-2014 Re-Registration 1983 legislation derived from an EU Directive, effectively required the re-registration of existing public companies as public limited companies (plcs) with a minimum capital. The minimum issued share capital, which a public company was required to have was set at €38,092.14 (£30,000 pounds) at that time. When a private company or an old public company re-registered as a public […]
2014 Act Constitutions I The Companies Act, 2014 provides for new types of company constitution. A limited company’s constitution is now a single document, containing or incorporating clauses which formerly would have been comprised in the memorandum and articles of association. The other forms of companies, PLCs (of each type), UCs, CLGs and DACs (of each type) have constitutions which follow […]
Rights and Liabilities A company has the rights and obligations of a natural person. It can take legal action and be the subject of legal action. It can sue and be sued for civil wrongs, breach of contract and other legal duties. The company is liable because the acts and omissions of its directors and senior staff are attributed to […]
Constitution as a Statutory Contract The Companies Act, 1963 and its predecessors, deemed the registered memorandum and articles of association to bind the company and its members to the same extent as if signed and sealed by each member and as if it contained a covenant by each member to perform their provisions. Members could accordingly enforce the provisions […]
Acting by Agents A company can enter contracts, debts and legal commitments in the same way as an individual. It can sue or be sued. The company, of necessity, acts through individuals, such as its directors, management, and employees. In principle, the acts of senior management may be attributed to the company itself. Contracts and legal commitments are almost invariably […]
Pre-2014 Act Constitution I Companies incorporated under pre-2014 Act legislation continue to have their original memorandum and articles of association as their basic governing rules, as modified by the 2014 Act mandatory rules, unless and until a new constitution is adopted. Therefore, for the foreseeable future, the memorandum and articles of most companies (being companies formed before 1st June 2015) will […]
Abolition of Ultra Vires Rule for LTDs I Companies formed under the earlier Companies Acts were required to have objects. They could act validly, only in accordance with their objects. This contrasts with the position for companies formed by Charter or Royal Patent, which are entitled to do anything which an individual may do, subject to the limitations in their […]
The Companies Registration Office The Companies Registration Office is the public registrar of information in relation to companies. It maintains a file for each company. It registers and maintains filings of a wide range of company documents. The CRO has powers to require compliance with company law. it has power to prosecute certain breaches of the Companies Acts. It may prosecute […]