Commencement Order published confirming 1 June commencement date for Companies Act 2014

Thursday, 07 May 2015

The Companies Act 2014 (Commencement) Order 2015 has been published by the Minister for Jobs, Enterprise and Innovation, Richard Bruton, the Companies Act 2014 (the Act) having been signed into law by President Higgins on 23 December 2014.  As expected, it provides for commencement of almost the entire Act on 1 June 2015. 

The Commencement Order usefully clarifies that certain provisions which require a company to perform functions under the Act by reference to a financial year apply only with effect from the first day of the first financial year of such company which commences after 1 June 2015.  To the extent that any part of a financial year occurred prior to 1 June 2015, the company is not obliged to perform such functions in respect of that financial year.  The relevant provisions relate mainly to corporate governance and financial reporting requirements, namely, audit committees, directors’ compliance statements, disclosure of directors’ remuneration, details of directors to be included in Directors’ Report and inclusion of a statement on relevant audit information in the Directors’ Report. 

It also defers the application of Section 290 of the Act (re whether Companies Act entity financial statements or IFRS entity financial statements should be prepared by a company) in the case of abridged financial statements prepared for small or medium companies before 1 June 2015 and instead applies the current law to those financial statements.  

There are certain limited exceptions to the 1 June commencement, including (i) a deferral of the repeal of current insider dealing rules under the Companies Act 1990, (ii) a deferral of the revocation of certain regulations on registration and publication of documentation requirements for Irish merging companies, (iii) a deferral of commencement of certain provisions of the Act relating to registration of an unregistered company under the Act and (iv) a deferral of certain consequential repeals and revocations relating to unregistered and joint stock companies. 

There are now only 25 days until the Act (other than those few limited exceptions) replaces our current company law regime.   As such, it is crucial that Irish companies and their directors utilise this lead-in period to identify and assess the initial practical impact of the Act on the management, operation and compliance obligations of those businesses, including the requirement for private limited companies to re-register as one of the new company types (LTD or DAC) during the 18 month transition period, as well as consider the longer-term impacts.  

To assist Irish businesses navigate the new regime during this period (and following commencement), ByrneWallace will continue to issue its series of bulletins focusing on the key practical changes and implications of the Act and to hold targeted seminars. 

If you would like to be notified about our publications and seminars, please register here for our Companies Act mailing list or Follow us on Linkedin.  Alternatively, please monitor our Companies Act website for new updates and insights.  

If you wish to obtain advice in relation to any aspect of the Act, please contact Gillian O'Shaughnessy, Partner, Corporate Department on +353 (0)1 691 5286 or your usual ByrneWallace contact.