As expected, a ‘Big Bang’ approach has been taken to commencement of the Companies Act 2014 and most of its provisions will come into force on 1 June 2015.1

A Special Case: Financial Statements

A few provisions of the Act will commence on 1 June 2015 but will not apply to a company until its first financial year beginning on or after 1 June 2015. These provisions include:

  • the obligation on every “large company”to establish an audit committee;
  • the obligation on the directors of certain companies3 to prepare a directors’ compliance statement; and
  • the requirement on every director of a company, the financial statements of which are being audited, to confirm that all relevant audit information has been provided to the auditors.

The Act also re-states and amends certain existing disclosure obligations on directors which include the requirement in the Act for directors to disclose in the notes to the company’s financial statements details of gains made by directors and by connected persons on the exercise of share options. Again, these provisions in the Act will only be relevant for financial years beginning  on or after 1 June 2015 although similar existing provisions in the Companies Acts 1963 to 2013 will apply until then.

Other Provisions Excluded by the Order

  • The repeal of Part V of the Companies Act 1990 (which relates to “insider dealing”   in respect of securities admitted to non- regulated markets such as the Enterprise Securities Market) has been postponed and will not occur on 1 June 2015. No other date has yet been given.
  • Certain  provisions  relating  to “unregistered  companies”  (principally  The Governor and Company of Bank of Ireland) will not commence on 1 June 2015.
  • Certain provisions regarding the publication of notices of cross- border mergers are unaffected by this commencement.

Transition

The  anticipated  18-month  transitional period during which a private company limited by shares in existence on 1 June 2015 must decide the corporate type to which it will migrate will commence on 1 June 2015.