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The
Company Law Enforcement Act, which became law in 2003, has
strengthened compliance with some aspects of Company Law where
supervision had previously been rather lax. These include:
- Appointment
of a Director of Corporate Enforcement, to head a new
multi-disciplinary agency to enforce company law, and
to conduct investigations and prosecutions;
-
More rigorous enforcement of the rules on filing annual
returns and provision for 'on-the-spot' fines for late
returns;
-
Power for the court on the application of the Director,
to order individual companies to comply with company law;
-
Extended powers for the court to impose restrictions and
disqualifications on individuals acting as directors;
-
Costs of most investigations, prosecutions and court proceedings
may be imposed on the delinquent companies;
-
New obligations on auditors to report suspected breaches
of the Companies Acts by client companies.
Ireland's
then Minister for Trade, Industry and Commerce, Michael Ahern
in November 2005 signed a Commencement Order for the new Investment
Funds, Companies and Miscellaneous Provisions Act, designed
to facilitate the electronic filing and signing of documents
at the Companies Registration Office.
Under
section 57 of the Act, a company may authorise a person to
be its Electronic Filing Agent. If a company chooses to do
this, there will no longer be a need for directors and secretaries
of companies to apply for ID and PINs.
Speaking
with regard to the changes, which came into force on December
1 of that year, Mr Ahern explained that:
"The
introduction of a statutory Electronic Filing Agent will greatly
simplify the process for the companies and their agents. It
will lead to greater use of electronic filing by customers
of the CRO. Taken together with the forthcoming adjustment
in fees, doing business electronically with the CRO is now
easier, quicker and cheaper.
Private
Company Limited by Shares
Irish
company law is contained in the Companies Acts 1963 - 1990.
A private company is one which by its articles:
-
Restricts
the right to transfer its shares
-
Limits the number of its members to 50
-
Prohibits any public subscription to shares or debentures
A company is formed by submitting its Memorandum and Articles
of Association to the Registrar of Companies along with the
registration fee. There need to be two directors and a secretary,
none of whom need be Irish. However it is normal for there
to be one Irish director who can act as a local representative.
A company must have an auditor, and accounts must be filed
each year with the Companies Registration Office. Small companies
can prepare abbreviated accounts which do not have to include
the level of turnover.
Since
2000, it has been a requirement that Irish companies need
at least one resident director, or must deposit an insurance
bond with the Registrar.
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Non-Resident
Company
As
from 1st October 1999, the Finance Act 1999 rendered all Irish
incorporated companies resident, subject to certain exceptions
(see Offshore Legal and Tax Regimes).
For some time prior, limited liability companies whose ownership
and control was outside Ireland were able, as non-resident
companies, to benefit from favourable taxation conditions;
the new ruling reduced the possibilities open to non-resident
companies.
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Public
Company Limited by Shares
A
Public Limited Company (PLC), also registered under the Companies
Acts 1963 - 1990, needs a minimum of seven shareholders and
a minimum capital of EUR38,092, of which at least 25% must
be paid up.
A
PLC is not subject to the restrictions that apply to a private
limited company (see above).
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Company
Limited by Guarantee
As
in England, companies limited by guarantee are normally used
only for charitable or non-profit-making purposes. Apart from
their share structure, they are similar to other types of
private company and also fall under the Companies Acts.
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Branch
of Overseas Company
Any
overseas company may operate in Ireland as a branch, but must
register with the Registrar of Companies under Part XI of
the Companies Act 1963. Copies of the company's Charter and
Bye-Laws (Memorandum and Articles of Association) must be
lodged, along with details of the directors and other officers.
There needs to be an authorised representative in Ireland.
The branch needs to file annual accounts with the Companies
Registration Office.
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General
Partnership
Partnerships
fall under the Partnership Act 1890 (English legislation).
Partners are individually liable for the debts of the partnership.
Partnerships do not need to file accounts or to be audited.
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Limited Partnership
Limited
Partnerships are formed under the Limited Partnerships Act
1907 (English legislation). They are similar to general partnerships
except that they have one or more general partners with unlimited
liability and one or more limited partners whose liability
is limited to the amounts of their contributions. The general
partners may be limited companies.
This
form is not now widely used in Ireland.
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Investment
Limited Partnership
The
Investment Limited Partnership Act 1994 introduced this form,
known as an 'ILP', which is useful for collective investment
entities, having tax transparency which allows investors to
obtain double tax relief, which is unavailable to unit trust
investors.
There
are one or more general partners, one of whom must be an Irish
incorporated company with its head office in Ireland; the
minimum share capital is EUR127,000 (as at November 2005)
and at least two directors must be Irish. General partners
must be approved by the Irish Central Bank, and there must
be an Irish Custodian.
Monthly
accounts must be submitted to the Central Bank.
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