The Irish Companies Bill 2012 (the “Bill”) will, once it comes into force in 2015, enhance and modernize Irish company law.  The primary objectives of the Bill are to consolidate Irish company law and to introduce reforms necessary to meet the needs of business.  It introduces few material substantive changes to the law, and most of these will affect private limited liability companies only. 

However, what will it mean in practical terms for your organization?  Below are answers to ten of the most frequently asked questions we have received from our international clients regarding the impact the Bill will have on their Irish operations.

We look forward to working through these practical and legal issues with you and to assisting your organization during this important period of reform of Irish company law.

Companies Bill FAQs

Q1. Are there any preparatory steps we should take at this stage with respect to our Irish operations?

Yes.  Planning for the changes being introduced by the Bill will help to minimize any last minute disruptions for your organization.

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Q2. Irish private limited liability companies: what are the key practical and operational changes that we need to be aware of?

The Bill provides for two new forms of private limited liability company: 

  1. a private company limited by shares (“LTD”); and 
  2. a designated activity company (“DAC”).

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Q3. Irish unlimited liability companies: what are the key practical and operational changes that we need to be aware of?

While existing unlimited liability companies will continue in their current form following commencement, the Bill does introduce important practical changes for these types of entities.

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Q4. How will the Bill impact our annual compliance requirements in Ireland?

In the main, the Bill restates the existing requirements in relation to the filing of an annual return and audited financial statements.  However, it also introduces a number of changes which, for the most part, will ease the administrative burden on Irish companies.

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Q5. Will the Bill have any impact for cash repatriation planning?

Yes. The Bill introduces a number of significant amendments which should help to facilitate cash repatriation by Irish companies.

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Q6. Does the Bill include any changes to the duties and obligations of directors of Irish companies?

For the most part, the Bill codifies and consolidates the existing position in relation to directors’ duties. However, Irish company directors should be aware of some material changes being introduced.

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Q7. Will the Bill have any impact on our approach to holding board and shareholder meetings and related corporate approval requirements?

No, the position regarding board and shareholder meetings for Irish companies will remain largely unchanged following enactment of the Bill. 

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Q8. Are there any other key changes of which we should be aware?

Yes.  In addition to the changes already mentioned, the Bill introduces a number of other welcome innovations.

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Q9. What is the expected timeline for enactment?

The Bill is currently in the final stages of the legislative process in the Irish Parliament with only technical amendments expected to be made prior to enactment.  It is expected to be enacted before the end of 2014 with an anticipated commencement date in mid-2015.

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