IRELAND Law and Practice Contributed by: Philip Tully, Emma Doherty, Alice Duffy, Simon Shinkwin and Marie McGinley, Matheson LLP
tors’ decisions may be appealed further within 30 days to the High Court on points of law only. These appeal proceedings are generally not held in public, though there are limited exceptions. 3. Corporate Vehicles 3.1 Most Common Forms of Legal Entity The Companies Act 2014 (the “Companies Act”) pro - vides for the creation of various types of corporate vehicles in Ireland. A company of any type may be incorporated with a single shareholder. Company Limited by Shares (LTD) The LTD is the model form of private company limited by shares and the most common form of corporate vehicle used by foreign investors. The LTD has unlimit - ed legal capacity and a single document constitution. Its internal regulations may be set out in simplified form in that constitution. An LTD is prohibited from offering equity or debt securities to the public. Designated Activity Company (DAC) The DAC is an alternative form of private limited com - pany. A key distinction between a DAC and an LTD is the existence of an objects clause in the DAC consti - tution (memorandum of association). A DAC may be a suitable vehicle where an objects clause is needed (eg, to restrict the corporate capacity of a joint venture vehicle) or for companies listing debt securities on a stock exchange. Unlimited Company The Companies Act recognises three distinct types of unlimited company, which are: • a private unlimited company with a share capital (ULC); • a public unlimited company with a share capital (PUC); and • a public unlimited company without a share capital (whose liabilities are guaranteed by its members) (PULC). Members of an unlimited company may be held liable on an unlimited basis for the debts of the company in the event of it entering insolvent liquidation. ULCs
may not offer for sale or list any new securities, but a PUC and PULC may list debt securities. Public Limited Company (PLC) The key distinction between PLCs and private compa - nies is that only PLCs may list their shares on a stock exchange and offer them to the public. PLCs must have a minimum issued share capital of EUR25,000, at least 25% of which must be fully paid up before the company commences business or exercises any bor - rowing powers. A Societas Europaea (SE), the Euro - pean model company, is regarded as a PLC under the Companies Act. Guarantee Company (CLG) A CLG does not have a share capital and is a popular type of company for charities, sports and social clubs, and property management companies. The members’ liability is limited to the amount they undertake to con - tribute to the assets of the CLG in the constitution of the company in the event of its winding-up. 3.2 Incorporation Process To incorporate a company in Ireland, certain docu - ments, including the company’s constitution, must be filed with the Companies Registration Office (CRO). Incorporation papers must contain the company name, registered office, directors’ and secretary’s details, subscriber details, the company’s principal activity and the place in Ireland where it proposes to carry on that activity. The incorporation form includes a declaration that the Companies Act requirements have been complied with. Under an express incorporation scheme, a compa - ny can typically be incorporated within five working days. Otherwise, it typically takes two to three weeks to incorporate a company. On incorporation, the CRO will issue the company with a certificate of incorpora - tion. CRO fees are EUR50, and the process is com - pleted online. 3.3 Ongoing Reporting and Disclosure Obligations Documents Presented at the AGM Irish companies must generally present audited finan - cial statements to the annual general meeting (AGM) and then publicly file a copy with the company′s
491 CHAMBERS.COM
Powered by FlippingBook