O’Connell & Associates
Experts in Accountancy and Taxation
Specialists in Financial Planning & Management
Kieran O’Connell FCCA
6 The Courtyard, Fonthill Business Park,
Fonthill Road, Dublin 22
Tel: 01 533 0814 Mobile: 087 987 3628
Email: info@oconnellandassociates.ie
www.oconnellandassociates.ie
The Companies Bill 2012
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New CRO A1 form will not require a statutory
declaration, now an unsworn declaration
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Only One Director required
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Single Document Model Constitution
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Application can be completed entirely online
Audit Exemption:
Groups
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Audit Exemption has now been extended to a group
situation so that in order to avail of the audit exemption,
the company must :
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be a small company or
be a group of companies that, taken together, fall below the
threshold requirement for a small company
Dormant Companies,
Special Audit Exemption

Section 366 introduces a new audit exemption
for dormant companies that are members of a
group.
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It provides that in order to be regarded as a
dormant company, it must have no significant
accounting transactions and its assets and
liabilities must comprise only permitted assets
and liabilities.
Dormant Companies

“Permitted Assets and Liabilities” are
investments in shares of and amounts due to
or from other group undertakings.
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“Significant Accounting Transaction” means
a transaction that is required by Sections
282 and 283 to be entered into the
company’s accounting records.
Guarantee Companies
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Charities / Not-for-Profit Companies
Property / Apartment Management Companies
Audit Exemption
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For the first time, Part 18 extends the availability of the audit exemption to
guarantee companies on the same basis as this is available to the CLS.
However, members holding more than 10% of the total voting rights can
object to the audit exemption being availed of and in the circumstances the
company will be required to proceed with an audit.
Company Types
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CLS: Company Limited by Shares (part 1-14)
DAC: Designated Activity Company (part 16)
PLC: Public Limited Company (Part 17)
CLG: Company Limited by Guarantee (Part 18)
ULC: Unlimited Company with a share capital (Part 19)
PUC: Public Unlimited Company with a share capital (Part 19)
PULC: Public Unlimited Company without a share capital (Part 19)
External Companies, Part 21
Unregistered Companies and Joint Stock Companies, Part 22
What Types of Companies will be
Affected by the New Legislation
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Over 160,000 Private companies are expected to become a CLS
after a certain date
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15,000 plus charities, voluntary organisations and typical apartment
management companies must change their name to include
“Company Limited by Guarantee”
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4,000 plus unlimited companies must change their name to include
“Unlimited Company”
Private Companies
1st July 2014

Assuming a commencement date of 1st July
2014, this will be the start of the transition
Period, 18 months, all existing private companies
limited by shares will be treated as DACs unless
they file an application to convert to a CLS.
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31st December 2015 will be the end of the
transition period
Designated Activity Companies
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Dealt with in Part 16 of the Bill
Can be Limited by Shares or by Guarantee
Must end in “Designed Activity Company” or “Cuideachta Ghiomhaiochta
Ainmnithe”
Can be abbreviated to DAC or d.a.c, or CGA or c.g.a. (lower or higher cases)
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A DAC :
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must have both a Memorandum and Articles of Association
must have a minimum of two directors
must hold an AGM unless it is a single member company
Is not entitled to audit exemption where it or a subsidiary undertaking falls within
a certain category of the Bill
Why Become a
Simplified Private Company (CLS)
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Unlimited Objects – no ultra vires
Legal capacity of a natural person
Codified director and secretary duties
Written AGMs and majority written resolutions, unless
constitution specifies otherwise
Members’ liability limited by shares only, not limited by
guarantee
May have up to 149 members – may have only one director and a
separate secretary
Private Company
Conversion Options
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Pass an ordinary resolution to become a DAC not les than three months before the
end of the 18 month transition period (30th September 2015).
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Existing private companies must reregister as a DAC before the end of the transition
period if they offer securities to the public
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There is an option for the company to re-register as a CLS by passing a special
resolution before the expiry of the Transition Period
Note:
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If no re-registration application has been filed with CRO by the end of the Transition
Period, the company will be deemed by law to be a CLS and to have a constitution
comprising the provisions of its existing memorandum, bar the objects and of its
existing articles with the CRO being obliged to give effect to this.
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A new certificate of incorporation will issue from the CRO to all converted companies
to provide legal certainty.
Sample Scenarios after
Transition Period Commences
(1 July 2014)
All Existing Private limited companies (EPCs) are treated as
Designated Activity Companies for the duration of the transition
period only unless:
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Eligible EPCs convert to CLS company type using CRO Form N1; or
Convert to Designated Activity Company status during TP using CRO Form N2.
Public Guarantee/unlimited companies can submit CRO Form N3 to
address new name requirements.
30 September 2015
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31 December 2015
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All non-converted Existing Private Limited
Companies become : Private Companies
Limited by Shares i.e. CLS companies,
pursuant to Section 62.
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If the company has not converted to a
DAC by this date, it is deemed a CLS
company.
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All Public Guaranteed and all Unlimited
Companies are obliged to have changed
their company name to include their
company type at the end of their name.
At this date, the Registrar of Companies
will enforce the name change it if has not
been arranged by the submission of Form
N3 for name/change constitution change.
All Existing Private limited companies
(EPCs) that seek to become Designated
Activity Companies must have initiated
that conversion process by this date.
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Submit CRO Form N2 Sections: 57/64
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An Ordinary Resolution must be passed by
this date
New CRO Conversion Forms,
the N Series
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Form N1 – Used during Transitional Period, TP, to convert company to CLS company.
Pursuant to Section 60 or 61. Will be accompanied by constitution and/or special resolution.
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Form N2 – Used during TP to change to DAC company. Pursuant Section 64. Accompanied
by ordinary resolution to convert passed within first 15 months of TP and constitution.
Possible G5 to be filed with form.
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Form N3 – Used to file name change where company type requires name change to add
“Unlimited Company” or “Company Limited by Guarantee” to name. Similar to g1Q: will
include special resolution and new constitution.
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The role of the Company Director and Secretary will be much more important in 2014
than ever before. Why? Because Company Law in Ireland is about to change and that will
affect every private and public company.
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It’s the law, every company is required to appoint a Company Secretary.
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The Company Secretary must be fully aware of their duties and responsibilities. Over 180,000
companies will at least need “One Good Company Secretary” in 2014.
New Company Secretary
“Qualification Test” S.126
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Directors will be obliged to ensure that the person appointed Secretary is
suitable.
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Secretaries will have to consent and acknowledge their legal duties.
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Over 18s: Notwithstanding such requirements for ordinary company
directors to be quasi lawyers, infants and children can and are appointed
today as company directors. There is no age limit. However, the new
prohibition on under 18’s to be introduced here in 2014.
Directors
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Minimum Number of Directors: A minimum of two Directors
is required to register a private company; this will be reduced to one
in 2014.
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Who is a Director: Section 2(1) defines a ‘Director” as including
“any person occupying the position of Director by whatever name called”.
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May be called Trustees or Committee or Management
The Company Secretary

The Company Secretary has a very important role to ensure that the Board
and Senior Management are aware of the 97 “Arrestable Offences” and that
proper procedures are put in place if a Section 19 report is required to be
made to ensure that senior officers and directors never see the inside of a
Garda Station.
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Reporting Obligations: These reporting obligations are supplementary to
mandatory reports that may have to be submitted to the ODCE and apply
right across the board from the Janitor to the Company Chairman and are
required to be submitted to the National Bureau of Fraud Investigation in
Harcourt Square, Dublin 2.
Mandatory Electronic Filing
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Over 380,000 forms were filed at the CRO last year.
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It now looks very likely that the CRO will introduce
mandatory electronic filing of forms (eg. B10, B2,
Business Names etc).
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Late Filing Fees up €1.5 million: Notwithstanding
the serious consequences for private companies that
are late with CRO filings, the take from late filing
penalties in 2011 was €12.9 million.
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The CRO now accept credit card payments for filing
fees and late penalties and have installed credit card
terminals at public counters at Parnell Square.
The Criminal Justice Act 2011
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Includes many relevant offences under the
Companies Acts such as possible breaches of
Section 202, not keeping proper books and
records.