Presentation Overview  Structure of New Act  Parts 1-15 – LTD’s  Other company forms  Key takeaways

Companies Act Structure  Fundamental change is to assume most companies are privately owned  Law assumes that companies will opt into new structure LTD  Parts 1-15 of the Act set out the law in this respect

Companies Act Structure  Parts deal with other company types  Remaining parts deal with re-registration, less used forms of companies, market abuse legislation and miscellaneous provisions  17 Schedules, including sample Constitutions, accounts formats etc.

Key changes for new LTD company  Up to 149 members  May have just one director, separate secretary  One document constitution  Does not have “objects” clause, free to carry out any activity  Cannot list debt securities

Part 1 – Preliminary and General  Definitions  Now a single definition of subsidiary  Control or dominant influence  Does not affect any pre-existing document/contract  Includes all “bodies corporate” (external companies)

Part 2 – Incorporation and Registration  Deals with transition rules  Gives company unlimited capacity to carry on business or activity  Allows directors and other “registered persons” to bind the company

Part 3 – Share Capital  LTD rules now tie in with prospectus rules, limiting offers to 149 members  Cannot list debt  Availability of SAP to reduce/vary share capital

Part 4 – Corporate Governance  Single director, separate secretary  Can conceal directors’ addresses if a threat  Location of company standard rules, formerly Table A  Firms appear to be developing amended rules in standard constitutions

Part 4 – Corporate Governance  Removal of need for AGM’s and board meetings for LTD’s  Majority written resolutions  Audit Committees for companies/groups with turnover in excess of €50m, balance sheet in excess of €25m  Comply or explain

Part 5 – Duties of Directors  Directors’ Compliance Statement  Companies turnover in excess of €25m, assets in excess of €12.5m  Indictable breaches of company law, all tax law  Policies, Structures and Arrangements  Review  Reasonable assurance of compliance in all material respects  Comply or explain

Part 5 – Duties of Directors  Fiduciary duties incorporated into Act  Rules re loans with directors (in absence of paperwork)  To director: repayable on demand, interest bearing  By a director: Not a loan, or interest free, no security, and subordinate to all creditors  Directors’ interests in shares, 1% deminimis rule

Part 6 – Financial Statements, Filing and Audit  Change in thresholds  Ability to file amended financial statements  Directors to state they have supplied all relevant information to auditors  Auditors reporting obligation to ODCE is in respect of Category 1 or 2 offences

Part 7 – Charges and Debentures  All charges to be registered  Option to get “intention to create a charge” on register  May ease more rapid access to credit

Part 8 - Receivers  More or less unchanged  Duties and powers set out  ODCE access to receivers’ books  Reporting obligations to ODCE and DPP

Part 9 - Reorganisations, Acquisitions, Mergers and Divisions  Key developments are in mergers  Replicating cross border mergers as already set out under EU law  Can select one of merging companies or form NewCo  All assets, liabilities etc. taken over, old entity dissolved  Can use SAP

Part 9 - Reorganisations, Acquisitions, Mergers and Divisions  Reports, including expert reports, general meetings all necessary  Publication of documents  Divisions run in a parallel way, except no access to SAP

Part 10 - Examinerships  Carry over of existing law  Includes new provisions for SME’s to apply to Circuit Court as included in CMPA 2013  Examiners’ Report to be supplied to ODCE

Part 11 – Winding Up  Introduces more consistency between various modes of winding up  Increases threshold for seeking insolvent winding up to €10k  Allows ODCE broader scope to wind up in public interest  Requires qualifications for liquidators

Part 12 Strike-Off  Repeats existing law  Places voluntary strike-off on statutory basis

Part 13 - Investigations  Repeats current law broadly  Circuit Court can now appoint Inspector to SME’s  ODCE can require documents where company’s affairs conducted in an unlawful manner (any law)

Part 14 – Compliance and Enforcement  Restriction capital requirements increased to €100k for private companies, €500k for plc’s  New ground of failing to cooperate with liquidator  ODCE has power to offer undertakings instead of court proceedings for restriction/disqualification  Offences categorised by seriousness, 1-4

Part 15 – Regulatory Bodies  CRO, ODCE, IAASA, CLRG

Part 16 – Designated Activity Companies  Main alternative structure for current private limited company  Specific objects, memo and articles  2 directors, required to hold AGM if more than one member  Can issue debt and have listed  Will have to change name to end in DAC, dac, or Irish

Part 17 – Public limited companies  Minimum share capital of €25k  Directors by default retire by rotation  Will continue to be entity of choice for companies wishing to list or offer shares to public

Part 18 – Companies limited by guarantee  Can have just one member  Must have two directors, required to hold AGM if more than one member  Change name to CLG, clg, or Irish  Can go audit exempt unless one member objects  Will remain default for clubs, not for profit and residential management companies

Part 19 – Unlimited companies  Private unlimited companies – ULC  Public unlimited companies with share capital- PUC  Public unlimited companies limited by guarantee – PULC  Attraction may wane when EU Directive implemented

Part 20 – Re-registration  Allows re-registration by SAP procedure, removes need for court in ordinary circumstances  Use of prescribed forms

Part 21 – External Companies  Replaces branches/places of business  If a non-Irish company has a branch presence, it must register, otherwise it need not  Must file accounts annually

Remaining parts  Part 22 – Unregistered companies  Part 23 – Public offers of securities  Part 24 – Investment companies  Part 25 – Miscellaneous All effectively unchanged

Next steps?  Transition period to decide new company structure ends 1 December  To re-register as a DAC by ordinary resolution and submission of new constitution …31 August 2016, from now on special resolution plus filing fees

Key takeaways  Select appropriate company status for all companies, including group companies  Consider who should have power to bind the company  Consider expanded audit exemption opportunities  Need for Audit Committees/Directors Compliance Statements

Key takeaways  Consider merger option for dormant companies  Options for tidying up balance sheets, including share capital reduction  Paperwork for directors’ loans  Review limited/unlimited structures

Thank You and Good Luck…