Is your charity an Irish company?

If so, you need to be aware of the Companies Act 2014 which is due to commence on 1 June 2015. This Act consolidates and modernises existing Irish company law. 

Most  not-for-profit organisations in Ireland are companies limited by guarantee not having a share capital (“CLGs”).

The main changes for CLGs in the new Act are:

  • The CLG’s name must end in “company limited by guarantee” or “clg”/”c.l.g.” or their Irish equivalents  unless it obtains a dispensation or has an existing licence (to omit the word “Limited”).  This change in structure/name will need to be reflected in the CLG’s letterhead and website.
  • A CLG must include a Directors’ Compliance Statement in its financial statements where both the balance sheet is greater than €12.5m and turnover is greater than €25m. 
  • For the first time in Irish legislation, the Act sets out the fiduciary duties of a director of an Irish company. 
  • The 2014 Act will permit CLGs to have one member only (instead of the current minimum of seven).
  • CLGs may avail of an audit exemption under the Act if they fall within the group company or small company exemption, although one member can object and insist that statutory auditors are appointed. This will not affect any audit requirements laid down by the Revenue Commissioners.
  •  The CLG’s Memorandum and Articles of Association will change.

You can find more information on https://www.cro.ie/New-Act-2014/Overview

May 2015

This material is provided for general information purposes only and does not constitute legal advice.