We are considering removing the statutory auditor of the company and want to know how we can do this correctly? A company may remove a statutory auditor and appoint, in his or her place, any other person or persons by ordinary resolution of the members. The removed auditor may be replaced by any other person
The Court of Appeal clarified handed down an important decision in an appeal case taken by the Director of Corporate Enforcement against a decision in Re Walfab Engineering Limited. The Court has re-affirmed that no material distinctions exist in the company law obligations of a director of any type of company regardless of the size
Conor Sweeney outlines the important changes affecting the role of Company Secretary following the implementation of the Companies Act 2014. All the Company Secretaries in Ireland breathed a huge sigh of relief when the CLRG recommended to retain the requirement to have a Company Secretary and instead removed the need for a second director for
One significant new requirement in the Companies Act 2014 is the requirement for all loans to or from a company to be approved in writing. This is something directors and business advisor must now be aware of and ensure that the terms of all loans are in writing. Any loans that are in place prior
The rules regarding holding directors meetings and how they meet are provided for in Section 157 to 167 of Companies Act 2014. These provisions may be amended in the constitution of the company. Some of the main directors meetings default provisions are set out below as a guide however before any meeting is convened the
We are due to hold an EGM to amend our constitution. What is the difference between an ordinary and special resolution? Resolutions are decision taken by the members and directors and must be passed in accordance with the constitution and the Companies Act 2014. The Act defines both ordinary and special resolutions of members (shareholders)
The rules regarding members meetings are contained in Part 4 Corporate Governance of the Companies Act 2014. These meetings are important as the directors do not hold all the powers of a company and certain decisions must be referred back to the members for approval. Before an AGM or EGM is convened, the constitution of
An important judgement was given by Mr. Justice Gilligan in a restriction case involving Glenda Gilson in determining the role of a second “passive director” plays in a company. The judge in a 32 page judgement, addressed the role a second director plays in a company that they have a duty and a responsibility toward
The legislation regarding loans and transactions between companies and directors is contained in Volume 1 Part 5 Duties of Directors and Other Officers. The main sections are 219, 220, 236 – 248. The main legislation is below and you can click here for access to the full section from the Companies Act 2014. FRS102 should
If you had to identify, in one word, the reason why the human race has not achieved, and never will achieve, its full potential, that word would be “meetings.” ~Dave Barry, “Things That It Took Me 50 Years to Learn The world of business seems to be obsessed with meetings. Meetings do have their usefulness