The attention of practitioners is drawn to the fact that, since the entry into force of the bulk of the Companies Act 2014 on 1 June 2015, the act has been amended by several pieces of legislation and that further amendments are anticipated. As of 1 February 2016, the key amendments that have been made to the act are as follows.
European Union (Bank Recovery and Resolution) Regulations 2015 (SI 289/2015)
The bulk of these regulations, which transpose the Bank Recovery Resolution Directive, came into force on 15 July 2015. Regulation 189 of the regulations amends 14 sections of the Companies Act 2014. The principal purpose of the amendments is to provide that the relevant sections of the act shall not have effect in respect of a company to which the resolution tools, powers or mechanisms provided for in part 4 of the regulations are applied or exercised. Certain other technical amendments are made to the act in order to give effect to the regulations.
The affected sections are 2(1), 93, 191, 621, 622, 1023, 1029, 1035, 1036, 1099, 1102, 1111, 1128, and 1167.
Workplace Relations Act 2015
Section 49(1) of the Workplace Relations Act 2015 operates to include all compensation payable by virtue of part 4 of the act to an employee among the debts that, under section 621 of the act, are in the distribution of the assets of a company being wound up, to be paid in priority to all other debts.
Section 49 was commenced on 1 October 2015 by SI 410/2015.
European Union (Traded Companies – Corporate Governance Statements) Regulations 2015 (SI 423/2015)
Regulation 4 of these regulations, which were made on 2 October 2015, also amends the act by substituting a new subsection for subsection 7 of section 1373. The effect of the amendment is to alter the obligations of the statutory auditors of a traded company (as defined by chapter 3 of part 23 of the act) in respect of the report of the statutory auditors under section 391 of the act, where a traded company prepares a corporate governance statement.
Companies Act 2014 (Section 1313) Regulations 2015 (SI 223/2015)
These regulations were made on 29 May 2015 and came into force on 1 June 2015.
Regulation 4 applies particular provisions of the act to unregistered companies traded on a regulated market: “The following provisions of the act of 2014 are added, but only in respect of a body referred to in section 1312 of that act that is a traded body within the meaning of subsections 5 and 6 of that section, to the list of the provisions specified in schedule 14 to the act of 2014:
a) Section 1114,
b) Sections 1085, 1086, 1087, 1094, 1095, 1096 and 1123, and
c) Chapter 5 of part 17.”
Companies Act 2014 (Section 1313) Regulations 2016 (SI 43/2016)
These regulations were made on 1 February 2016 and came into force on that day.
Regulation 3 applies section 1120 of the act to unregistered companies traded on a regulated market by adding that section (but only in respect of a body referred to in section 1312 of that act that is a traded body within the meaning of subsections 5 and6 of that section) to the list of the provisions specified in schedule 14 to the act.
European Union (Insurance and Reinsurance) Regulations 2015 (SI 485/2015)
These regulations, which are concerned with the authorisation of insurance and reinsurance undertakings and related matters, were made on 4 November 2015 and came into force on 1 January 2016. They affect the act as follows:
- They restrict the application of:
- Section 453(2)(c) of the act (regulation 71),
- Section 621 of the act (regulation 277(1)), and
- Regulation 316 amends the act as follows: “Section 275(1) of the act of 2014 is amended, in the definition of ‘insurance undertaking’, by substituting the following for paragraphs (d) and (e):
‘(d) Regulation 2 of the European Communities (Life Assurance) Framework Regulations 1994 (SI no 360 of 1994),
(e) European Communities (Reinsurance) Regulations 2006 (SI no 380 of 2006), or
(f) Regulation 3 of the European Union (Insurance and Reinsurance) Regulations 2015 (SI no 485 of 2015)’.”
Legal Services Regulation Act 2015
This act was signed by the President of Ireland on 29 December 2015.
Section 132 provides as follows: “Section 27 of the Companies Act 2014 is amended by the insertion of the following subsection after subsection (3): ‘(3A) Subsection (1) as it relates to the use of the word ‘limited’, or any abbreviation of that word, shall not apply to a limited liability partnership (within the meaning of the Legal Services Regulation Act 2015)’.”
As at 1 February 2016, this act had not yet been commenced.
Further anticipated amendments
The Companies (Accounting) Bill is expected to be published later in 2016 in order to transpose the EU Accounting Directive (2013/34/EU) (see also the practice note published in the Gazette in July 2014, for more information on the implications of this directive). It is currently expected that the existing non-filing exemption for unlimited companies will be removed in this bill, possibly for financial statements from 2016 onwards. This will necessitate an amendment to the act.
It is also believed that this bill may also include a number of additional amendments to the act. A further update will be published in due course.
Explanatory memorandum
On 4 November 2015, the Department of Jobs, Enterprise and Innovation published the explanatory memorandum to the 2014 act. This explanatory memorandum is an important resource that gives an overview and brief background into every section of the 2014 act.