Companies Act 2014 Overview Flashcards
What is the focus of the Companies Act 2014?
It primarily focuses on private companies limited by shares (LTDs) rather than public companies.
How is the Companies Act 2014 structured?
It is divided into two volumes:
Volume 1 (Parts 1–15) – Applies to LTDs.
Volume 2 (Parts 16–25) – Covers other company types (DACs, PLCs, CLGs, etc.).
What do Parts 1–15 cover?
They apply only to LTDs and cover topics like incorporation, governance, financial compliance, and winding up.
What do Parts 16–25 cover?
They govern other company types, such as DACs, PLCs, CLGs, and UCs.
What are the 8 types of companies under the Act?
- Private Company Limited by Shares (LTD)
- Designated Activity Company (DAC)
- Public Limited Company (PLC)
- Company Limited by Guarantee (CLG)
- Unlimited Company (UC)
- Investment Companies
- External Companies
- Unregistered Companies & Joint Stock Companies
What is the most common company type in Ireland?
Private Company Limited by Shares (LTD).
What are the key features of an LTD?
1–149 shareholders (Section 17).
Only 1 director required (Section 128).
No objects clause – has full contractual capacity (Section 38).
Cannot offer shares to the public (Section 68).
Uses a single-document Constitution (Section 19).
Name must end in ‘Limited’ (LTD) (Section 26).
How is a DAC different from an LTD?
Must have an objects clause.
Requires at least 2 directors.
Can issue debt securities, but not equity.
Used by credit institutions & insurance companies.
What is the suffix for a DAC?
“Designated Activity Company” (DAC).
What is the primary purpose of a PLC?
To raise capital from the public and list on a stock exchange.
What are the key features of a PLC?
Can offer shares to the public.
Must have at least 2 directors.
Minimum share capital of €25,000.
Governed by Part 17 of CA 2014.
What is a CLG used for?
Charities, clubs, and management companies (e.g., sports clubs, apartment complexes).
How does a CLG differ from an LTD?
No share capital – members guarantee a specific amount instead.
Can have unlimited members.
Name must end in ‘Company Limited by Guarantee’.
What are the three types of Unlimited Companies?
- Private Unlimited Company (ULC)
- Public Unlimited Company (PUC)
- Public Unlimited Company without Share Capital (PULC)
How is a UC different from other companies?
Members have unlimited liability for the company’s debts.
What are the key differences between LTDs & DACs?
Minimum Directors: LTD - 1, DAC - 2.
Objects Clause? LTD - No, DAC - Yes.
Offer Shares to Public? LTD - No, DAC - No.
Debt Securities Listing? LTD - No, DAC - Yes.
Company Name Suffix: LTD - ‘Limited’, DAC - ‘Designated Activity Company’.
What are the key steps to incorporate a company?
Choose a unique name.
Prepare the company constitution.
File incorporation documents with the CRO.
Receive a Certificate of Incorporation.
What is the role of directors?
They manage the company on behalf of shareholders.
What is required for financial compliance?
Companies must file annual returns and comply with financial reporting rules.
What are some major changes introduced by the Act?
LTDs have full contractual capacity – No need for an objects clause.
DACs introduced – Allows for restricted-purpose companies.
PLCs can have 1 shareholder – Previously required 7.
CLGs can have 1 member – Used for charities & clubs.
UCs can distribute profits more freely – No requirement for distributable profits.
What is the most important company type under CA 2014?
LTDs – they are the most common and have the most simplified structure.
What are three key differences between LTDs & DACs?
LTDs have no objects clause, but DACs do.
LTDs require only 1 director, but DACs need 2.
DACs can list debt securities, but LTDs cannot.
What company type is best for charities?
Company Limited by Guarantee (CLG).
