Corporate Governance

Closing Down a Company

Kavanagh Fennell has produced a guideline for SFA members, who are involved with closing down a business. Regardless of whether there are outstanding financial issues or not, it is critical that correct procedures are followed in business closure, so as not to impair your ability to act as a Director of another company into the future. The brief contained within the guidelines should be considered by the .. Read more


Company Accounts and Audits

In order to gain the benefit of company status and thus limited liability, companies must publish an annual set of accounts, have an independent audit (unless they are subject to the audit exemption threshold) and file an Annual Return with the Companies Registration Office (CRO). This Guideline outlines the requirements in each of these areas and the obligation to publish notices in the Iris Oifigiuil on occasion. Such .. Read more


Company Directors - Appointment, Removal and Remuneration

The shareholders of a company select directors to manage the company. They can be removed by a simple majority of the shareholders. Directors have a wide range of obligations to their company. These obligations are known as fiduciary duties because they relate to the requirements of the director as an agent or trustee for the interests of the company as a whole. There is a complicated set of rules in the Companies Acts which govern the .. Read more


Company Directors - Duties and Liabilities

The directors of a company operate through the board whereas the members act by way of general meeting. Save where the board is given exclusive powers of it's own, it's authority in Table A companies is subject to the directions of the members. If directors become incapacitated or if directors exceed their authority, power reverts to the members. Directors duties, which are not unlike those of trustees have their roots in .. Read more


Company Meetings

As the company is an artificial or legal person, it transacts its business by passing resolutions at meetings of its members. For this reason, it is of crucial importance to the proper governance or management of the registered company that meetings be convened and conducted correctly. Subject to some basic rules set out in the Companies Acts, individual companies can adopt different approaches to the .. Read more


Company Registration

The Companies Registration Office (known as the CRO) is the state authority charged with the job of incorporating new companies and registering business names in Ireland. It also has the function of receiving and registering a range of other documents which must be filed during the lifetime of a company. Furthermore, it is responsible for enforcing the requirements regarding the filing of documents and .. Read more


Competition Law

If competition is, as has often been stated, the life blood of the economy, then the aim of competition law is to prohibit economic behaviour which is anti-competitive. If rival firms are prevented from colluding with each other or abusing their dominance of the market, then firms of different size and strength will compete on their ability to serve the market. It is believed that this is the best way of promoting economic .. Read more


Consumer Law

Consumers can of course, avail of all the same legal remedies as every other group in society. Equally, they are subject to the same legal constraints and obligations as others. There are however, two principle pieces of legislation which deal specifically with consumer law in Ireland. They are: The Sale of Goods & Supply of Services Act 1980 and the Consumer Information Action 1978. This guideline summarises the .. Read more


Examinerships

The purpose of Examinerships is to Rescue ailing companies where there is a reasonable prospect of survival and thereby of saving jobs and maximising the return for creditors. Under the 1999 Companies (Amendment) (No2) Act, an Examiner can be appointed for 70 days. An extension of 30 days can be granted by .. Read more


Examinership Guide

PwC has published a new Guide called “SME Restructuring, A formula for growth”. The publication is designed to outline the examinership process, particularly for owner managers of SMEs, given the recent legislative changes. Its purpose is to introduce you to the potential benefits examinership can bring in restructuring your business. The guide discusses the following .. Read more


Liquidations

A Liquidator has the power to wind up or end the life of a company. This guideline outlines the types of liquidation, including .. Read more


Notification of a Creditors Meeting

What do you do if you have received notification of a Creditors Meeting? A company must give at least 10 days notice of a creditors meeting by way of advertisement in two daily newspapers, and by way of post to each creditor of the company. With the notice you will receive two proxy forms, a .. Read more


Receiverships

A Receiver is appointed by a creditor whose debt has been secured by a charge on some or all of the company's assets. The purpose of a Receiver is to take control of an asset which is the subject of a charge or debenture and deal with it in such a way which satisfies the debt. The Receiver may be appointed by the court. But more usually he is appointed under .. Read more


Revenue Issues

The main taxes that small business owners need to be familiar with are PAYE, PRSI, VAT, Corporation Tax and Capital Gains Tax. There are different deadlines, payment methods and reliefs but in all cases there are severe penalties and fines for late payment or non-payment. This guideline outlines the requirements on businesses under each .. Read more


Shares and Shareholders

Shares comprise the interest of a shareholder in a company and that interest is measured by a sum of money. This guideline summarises the features of shares, outlines who can own .. Read more



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