Companies Act 2014

Changes to legislation: as of 3 September 2024, this Act is up to date with all changes known to be in force.

This Revised Act is an administrative consolidation of the Companies Act 2014. It is prepared by the Law Reform Commission in accordance with its function under the Law Reform Commission Act 1975 (3/1975) to keep the law under review and to undertake revision and consolidation of statute law.

All Acts up to and including the Criminal Justice (Engagement of Children in Criminal Activity) Act 2024 (19/2024), enacted 8 July 2024, and all statutory instruments up to and including the European Union (Corporate Sustainability Reporting) Regulations 2024 (S.I. No. 336 of 2024), made 5 July 2024, were considered in the preparation of this Revised Act.

Disclaimer: While every care has been taken in the preparation of this Revised Act, the Law Reform Commission can assume no responsibility for and give no guarantees, undertakings or warranties concerning the accuracy, completeness or up to date nature of the information provided and does not accept any liability whatsoever arising from any errors or omissions. Please notify any errors, omissions and comments by email to

Number 38 of 2014

COMPANIES ACT 2014

Updated to 6 July 2024

Rights of shareholders

Transparency of institutional investors, asset managers and proxy advisors

Remuneration policy, remuneration report and transparency and approval of related party transactions

Offences and penalties

Acts Referred to

Capital Gains Tax Acts

Central Bank Acts 1942 to 2010

Civil Service Regulation Acts 1956 to 2005

Companies Act 1879 (43 Vic. c. 76)

Companies Acts 1963 to 2005

Courts of Justice Act 1924 (No. 10)

Exchange Control Acts 1954 to 1990

Friendly Societies Acts 1896 to 2014

Industrial and Provident Societies Acts 1893 to 2014

Insurance Acts 1909 to 2000

Joint Stock Banking Companies Act 1857 (21 Vic. c. 80)

Joint Stock Companies Act 1856 (19 Vic. c. 47)

Joint Stock Companies Acts

Post Office Savings Bank Acts 1861 to 1958

Social Welfare Acts

Solicitors Acts 1954 to 2002

Trade Union Acts 1871 to 1990

Tribunals of Inquiry (Evidence) Acts 1921 to 2004

Value-Added Tax Acts

Number 38 of 2014

COMPANIES ACT 2014

Updated to 6 July 2024

An Act to consolidate, with amendments, certain enactments relating to companies and to provide for related matters.

[23rd December, 2014]

Be it enacted by the Oireachtas as follows:

Annotations

Modifications (not altering text):

Application of Act restricted by Gas Regulation Act 2013 (39/2013), s. 6(3) as substituted (1.06.2024) by Gas (Amendment) and Miscellaneous Provisions Act 2024 (11/2024), s. 20(b), S.I. No. 208 of 2024.

Memorandum and articles of association of network company

(3) Notwithstanding anything contained in the Companies Act 2014, no alteration of the constitution of the network company shall be valid or effectual unless made with the prior approval of the majority shareholding Minister given with the consent of the Minister for Public Expenditure, National Development Plan Delivery and Reform.]

Application of Act restricted (22.12.2022) by Air Navigation and Transport Act 2022 (40/2022), ss. 17(3), 18, S.I. No. 741 of 2022.

Articles of association

(3) A director of the IANS to whom subsection (2) (d) applies shall, by virtue of this subsection and notwithstanding anything contained in the Act of 1993 or the Act of 2014, cease to be a director of the IAA immediately upon the date on which his or her appointment as a director of the IANS takes effect.

Restriction on alteration of memorandum or articles of association

18. Notwithstanding anything contained in the Act of 2014, an alteration in the memorandum of association or articles of association of the IANS or of a subsidiary shall not be valid or effectual unless made with the prior approval of the Minister given with the consent of the Minister for Public Expenditure and Reform.

Application of Act restricted (31.03.2022) by Land Development Agency Act 2021 (26/2021), s. 33(3), (4), S.I. No. 143 of 2022.

Establishment of subsidiary DAC

(3) Notwithstanding anything contained in the Companies Act, any alteration of the constitution of a subsidiary DAC shall not be valid or effectual unless made with the prior approval of the Minister and the Minister for Public Expenditure and Reform.

(4) Subsections (1) to (3) of section 969 of the Companies Act shall not apply to a subsidiary DAC.

Application of Act restricted (15.12.2021) by Land Development Agency Act 2021 (26/2021), s. 13(2), S.I. No. 712 of 2021.

Constitution of Agency

13. (1) The constitution of the Agency shall be in such form, consistent with the Companies Act and with this Act, as may be approved by the Minister and the Minister for Public Expenditure and Reform.

(2) Notwithstanding anything contained in the Companies Act, any alteration of the constitution of the Agency shall not be valid or effectual unless made with the prior approval of the Minister and the Minister for Public Expenditure and Reform.

Application of Act restricted (5.12.2018) by Home Building Finance Ireland Act 2018 (28/2018), s. 5(2), S.I. No. 518 of 2018.

Constitution of HBFI

5. (1) The constitution of HBFI shall be in such form, consistent with this Act, as may be approved by the Minister.

(2) Notwithstanding anything contained in the Companies Act, an alteration of the constitution of HBFI shall not be valid or effectual unless made with the prior approval of the Minister.

Application of Act restricted (3.01.2018) by European Union (Markets in Financial Instruments) Regulations 2017 (S.I. No. 375 of 2017), reg. 148(4), in effect as per reg. 1(2).

Winding up of investment firm or market operator by Court

(4) Where an investment firm or the operator of a regulated market is being wound up voluntarily and the Bank has reason to believe that any of the grounds set out in paragraph (2) are applicable, then, the Bank may, notwithstanding section 569 of the Companies Act 2014 or any other provision of that Act, apply to the Court to have an order made that an investment firm or market operator be wound up under Chapter 2 of Part 11 of that Act and the Court may make such an order accordingly.

Application of Act restricted (1.01.2016) by European Union (Insurance and Reinsurance) Regulations 2015 (S.I. No. 485 of 2015), regs. 285 to 293 as provided by reg. 271(2).

Adoption of reorganisation measures — applicable law

(2) Reorganisation measures adopted in respect of an insurance undertaking, including its branches in other Member States, are governed by the Act of 2014 and the Insurance Acts, as appropriate, unless otherwise provided by Regulations 285 to 293.

Application of Act restricted (1.01.2016) by European Union (Insurance and Reinsurance) Regulations 2015 (S.I. No. 485 of 2015), regs. 285 to 293 as provided by reg. 275(3).

Commencement of winding-up proceedings

(3) Winding-up proceedings in respect of an insurance undertaking, including its branches in other Member States, are governed by the Act of 2014 and the Insurance Acts, as appropriate, unless otherwise provided by Regulations 285 to 293.

Application of Act restricted (25.12.2015) by Harbours Act 2015 (61/2015), s. 14, commenced on enactment.

Restriction on alteration of memorandum or articles of association of transferred company

14. Notwithstanding anything contained in the Companies Act 2014, no alteration made on or from the company transfer day in the memorandum and articles of association of a transferred company or of any subsidiary shall be valid or effectual unless made with the prior approval of the local authority chief executive concerned.

Application of Act restricted (15.07.2015) by European Union (Bank Recovery and Resolution) Regulations 2015 (S.I. No. 289 of 2015), regs. 76(1)(a), (2)(i) and 119, in effect as per reg. 1(2).

Effect of transfer by resolution order in relation to securities.

76. (1) On and after a transfer under a resolution order or a capital instruments order, or a transfer having effect in the State in accordance with Regulation 126 in relation to property referred to in paragraph (3)(d) or (e) of Regulation 75, or a security referred to in subparagraph (f) of that paragraph, transferred by the relevant order or in accordance with Regulation 126—

(a) notwithstanding any provision of an Act referred to in paragraph (2) or any other Act that provides for the registration of assets or security, or any details of assets or security, a recipient is not required to become registered as owner of the security,

(d) where the resolution order effects an extension of, or in relation to the security so as to include future advances by or future liabilities to the recipient, the extension or inclusion need not be registered under any Act referred to in paragraph (2) under which it would otherwise be required to be registered but operates for the purposes of those Acts as if made by deed duly registered under that Act on the time of the transfer.

(2) The Acts referred to in paragraph (1)(a) and (d) are the following: .

(i) the Act of 2014.

Effect of special management.

119. (1) While an institution under resolution is under special management—

(a) that institution shall not convene or hold any general meeting other than where the special manager so directs,

(b) the rights and powers of shareholders and members under any enactment or contract stand suspended and are not exercisable,

(d) no derivative action may be brought in respect of that institution under resolution.

(2) The special management of the institution under resolution has effect notwithstanding anything in—

(a) the Act of 1989, the Act of 2014 or the Central Bank Acts 1942 to 2014,

(b) any other rule of law or equity,

References construed (24.06.2015) by European Union (Credit Institutions: Financial Statements) Regulations 2015 (S.I. No. 266 of 2015), reg. 3, in effect as per reg. 1(2).

Application of Part 6 of Principal Act to credit institutions

3. (1) The provisions of Part 6 of the Principal Act shall apply to a credit institution except to the extent that they are disapplied or modified by these Regulations.

(2) A reference in the Principal Act to any provision of Part 6 of that Act shall be construed, for the purposes of its application to a credit institution, as a reference to that provision as applied by these Regulations.

(3) A reference in Part 6 of the Principal Act to Schedule 3 to that Act shall be construed, for the purposes of its application to a credit institution, as a reference to Schedule 1 to these Regulations.

(4) A reference in Part 6 of the Principal Act to Schedule 4 to that Act shall be construed, for the purposes of its application to a credit institution, as a reference to Schedule 2 to these Regulations.

References construed (17.06.2015) by European Union (Insurance Undertakings: Financial Statements) Regulations 2015 (S.I. No. 262 of 2015), reg. 3, in effect as per reg. 1(2).

Application of Part 6 of Principal Act to insurance undertakings

3. (1) The provisions of Part 6 of the Principal Act shall apply to an insurance undertaking except to the extent that they are disapplied or modified by these Regulations.

(2) A reference in the Principal Act to any provision of Part 6 of that Act shall be construed, for the purposes of its application to an insurance undertaking, as a reference to that provision as applied by these Regulations.

(3) A reference in Part 6 of the Principal Act to Schedule 3 to that Act shall be construed, for the purposes of its application to an insurance undertaking, as a reference to Schedule 1 to these Regulations.

(4) A reference in Part 6 of the Principal Act to Schedule 4 to that Act shall be construed, for the purposes of its application to an insurance undertaking, as a reference to Schedule 2 to these Regulations.

Application of Act restricted (29.03.2013) by Water Services Act 2013 (6/2013), s. 6(3), S.I. No. 108 of 2013, as substituted (1.01.2023) by Water Services (Amendment) Act 2022 (39/2022), s. 10(c), S.I. No. 678 of 2022.

Memorandum and articles of association of subsidiary.

[(3) Notwithstanding anything contained in the Act of 2014, no alteration of the constitution of Uisce Éireann shall be valid or effectual unless made with the prior approval of the Minister and the Minister for Public Expenditure and Reform.]

Editorial Notes:

Power pursuant to numerous sections exercised (1.06.2015) by Companies Act 2014 (Forms) Regulations 2015 (S.I. No. 147 of 2015), in effect as per reg. 1(2).