Overview

Volume 2 Analysis

Parts 16 to 25 of the Companies Act 2014 deal, in turn, with additional provisions applying to types of companies other than the new model private company limited by shares, as well as providing for matters such as re-registration from one type of company to another.

 

In respect of each such type of company, one must read the relevant Part in conjunction with Parts 1 to 14 of the Act here.

 

Volume 2 Analysis

Part 16 – Designated Activity Companies

Part 16 of the Act addresses the designated activity company or DAC. This will technically be a new type of private company, but will closely resemble the existing private limited company formed and registered under the Companies Acts 1963 to 2013, and will largely not benefit from the reforms in the law applicable to the new model private company limited by shares (or ‘LTD’).

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Part 17 – Public Limited Companies

Part 17 of the Act addresses the public limited company or PLC, and its European counterpart, the Societas Europaea or SE.

The law applicable to PLCs and SEs will be that set out in Part 17 of the Act, and that applicable to the new model private company limited by shares (or ‘LTD’), i.e. Parts 1 to 14 of the Act, save as disapplied, modified or supplemented by Part 17.

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Part 18 – Guarantee Companies

Part 18 of the Act addresses the guarantee company or CLG, which will be equivalent to existing companies limited by guarantee and not having a share capital, currently the preferred form for charities, sports and social clubs and management companies.

The law applicable to CLGs will be that contained in Part 18 of the Act, and that applicable to the new model private company limited by shares (or ‘LTD’), i.e. Parts 1 to 14 of the Act, save as disapplied, modified or supplemented by Part 18.

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Part 19 – Unlimited Companies

Part 19 of the Act addresses private unlimited companies with a share capital (ULCs), public unlimited companies with a share capital (PUCs) and public unlimited companies without a share capital (PULCs), which are collectively referred to as unlimited companies (UCs).

The law applicable to UCs will be that contained in Part 19 of the Act, and that applicable to the new model private company limited by shares (or ‘LTD’), i.e. Parts 1 to 14 of the Act, save as disapplied, modified or supplemented by Part 19.

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Part 20 – Re-registration

Part 20 of the Act sets out the requirements for re-registration from one type of company to another.

This is separate from the provisions in Part of the Act in relation to the conversion of an existing private company limited by shares to either a new model private company limited by shares (or ‘LTD’) or a designated activity company (‘DAC’).

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Part 21 – External Companies

Part 21 of the Act sets out the requirement for external companies (whether EEA or non-EEA) whose members have limited liability, and which establish a ‘branch’ in Ireland, to register with the Registrar of Companies. Unlimited foreign companies, and those whose operation in Ireland does not constitute a branch, will not be required (or permitted) to register.

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Part 22 – Unregistered Companies and Joint Stock Companies

Part 22 of the Act provides for the application of certain provisions of the Act to unregistered companies, and provides for a means by which an unregistered company can convert to a PLC. This Part also clarifies the application of company law to certain other older types of companies.

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Part 23 – Public offers of securities, financial reporting by traded companies, prevention of market abuse, etc

Part 23 of the Act sets out provisions in relation to prospectus law, market abuse law and transparency law.

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Part 24 – Investment Companies

Part 24 of the Act provides for investment companies with variable capital, which are a particular type of PLC and which have been addressed in Part XIII of the Companies Act 1990.

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Part 25 – Miscellaneous

Part 25 of the Act sets out miscellaneous provisions which do not fall naturally into any other Part.

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