The New Rulebook for Company Directors
Date: September 11th, 2011 | Filed under: Blog | Tags: "Board Portals", "E- Governance", "Legal Costs Regulator", "Legal Services Regulatory Authority", "Mandatory reporting", "Multi Disciplinary Practices", "Multidisciplinary Practices", "New regulations on Audit Exemption", "Public Access Barrister", "Section 19 of the Criminal Justice Act 2011", "The Criminal Justice Act 2011", "The Fines Act 2010", "The Legal Services Bill 2011", "The Legal Services Regulatory Bill 2011", "The Multi-Unit Developments Act 2011", "The New Company Law", "The New Directors Compliance Statement", “the Statement of Principal Fiduciary Duties of Directors”The New Company Law
500,000 company directors will shortly get a new Rulebook, the new Company Law, it’s a massive blockbuster of nearly 2000 sections of new rules and regulations, dos and don’ts of what companies, directors, shareholders and others can and cannot do and more particularly exactly what directors should be doing going forward.
It’s called the Companies Consolidation and Reform Bill 2012 and the idea is to simplify company law for the corporate community. However, this new legislation is a serious read, but don’t worry all the team at the Company Shop have identified exactly what you need to know and what you need to do so feel free to stay in touch with us for up-to-date advice on company compliance.
When the Bill is finally enacted and commenced into law it would be possible to register a company with just one director and the whole process will be greatly simplified from start to finish and your duties and responsibilities very clearly set out in the new Company Law. However, if you have special requirements with regard to voting rights and other issues that would normally be contained in your memorandum and articles of Association then you really need to get on the starting blocks and decide what you would like in your new constitution.
All the existing limited liability companies, XYZ Ltd will have to change over to a new form of company called the CLS, the company limited by shares.So going forward you will have to change stationery and your letter heads and this is not optional, it’s mandatory and if you don’t make these changes by a certain date, the companies office will write out to you with your new constitution which effectively replaces your old memorandum and articles of Association unless you decide to convert to become one of the other company types like a DAC. A DAC is a Designated Activity Company which is provided for in the new rulebook and again you need to look at your options and to see are you happy becoming a bog standard CLS which perhaps 99% of companies will be happy to go down this route or convert to a DAC.
The conversion procedure is fairly straightforward but there are approximately four variations and for those of you with special requirements now is the time to start looking at this. The new law has got interesting new sections including a draft Section 54 called “Enforcement of Orders and Judgement against Companies and Other Officers”.
This is a very interesting new proposal recommended by the Company Law Review Group back in 2007 as a further protection to creditors stung by companies not paying their debts. However, company directors better beware because in future if a company is sued by a creditor for non-payment of the debt and if a court orders the company to pay or comply with an order of the District, Circuit, or High Court and the directors fail to comply without good reason will find themselves at the wrong end of an application to have them attached and committed to prison for failure to comply with an order of the court and a possible order for the sequestration of their personal assets for failure to comply with this new regulation.
This will send a strong message to the corporate community, if your company is unable to pay its debts then you may be looking at having the veil of incorporation lifted against the directors in so far as creditors will have more clout to sanction directors of companies not paying their debts on time. Of course directors will always have the option to take advice on whether the company should be liquidated or wound up as soon as possible and it can be predicted that this will put more pressure on directors to speak to their insolvency practitioners sooner rather than later!
It’s all extra homework for the company directors in that they have a lot of reading to do over the next two years and also catch up with additional legislation just introduced here in August 2011, it’s the Section 19 mandatory reporting or whistleblowing if a company director, company secretary or any other person with knowledge of non-compliance with Section 19 of the 2011 Criminal Justice Act, they are liable to extreme sanctions of arrest without warrant and being held in a place of detention for up to 24 hours and a stiff prison sentence under this brand-new law introduced here to tackle white-collar crime.
Unfortunately, this is the new law, the new corporate governance, the new strict compliance and also at hazard are in the directors and over 500,000 people who are members or investors in apartment management complexes who will also need to comply with the 34 sections of the Multiunit Developments Act 2011 on top of all their statutory requirements under the Companies Acts 1963 to 2009 and these other supplementary rules from the Criminal Justice Act 2011!
For those of you wish an insatiable appetite for more knowledge in this area, clear your diary to attend one of the company law updates being held in various venues nationwide from October until December 2011.
Further details of these trainings can be found below:
THE COMPANY SECRETARY
The Work, Role, Duties and Responsibilities of the Company Secretary is about to dramatically increase, tenfold! Learn about the new “Rulebook” for Company Secretaries and Directors and a raft of new procedures and precedents for the Company Secretary.
A full review of the “Relevant Offences” for the purposes of the new mandatory reporting pursuant to the Criminal Justice Act 2011.
If you are involved with companies you really need to take this Training now, Company Secretaries will have a lot of work to do to get to grips with the changes coming here very SOON!
The Company Secretarial Department of Tomorrow may indeed be very different if the proposals from the Legal Services Regulatory Bill 2011 are implemented here. We know that a new Legal Cost Regulator will be established to help drive down legal costs and make the payment of fees more transparent. A New Legal Services Regulatory Authority will be established to regulate both solicitors and barristers. Lawyers will be permitted to form partnerships with other professionals such as accountants and set up multidisciplinary practices. Also on the horizon is the concept of the public access barrister whereby members of the public can access barristers without having to engage a solicitor.
A full day with Barrister and Company Secretary, Brian Walker on the latest developments in Company Secretarial Practice, Corporate Governance and Company Law and in particular, the practical elements of dealing with the paperwork, the “How To” aspect of all the new changes that every company must know about.
12 Venues Nationwide in October,November and December, see dates and venues below
9.30am to 5.30pm
7 CPD Credits
FEE: €395
CLICK HERE FOR MORE INFORMATION WWW.CPDSEMINARS.IE
or TO BOOK A PLACE https://www.thecompanyshop.ie/online-bookings/cpd-seminars/
WHAT YOU WILL LEARN IN A DAY
1. Check to see If you’re ready for the New Company Law, there is a lot to be done and the work needs to start now
2.The Company Secretary and Company Directors are getting a great new “Rulebook”!
3.Get help drafting changes to your memorandum and articles of Association, directors will need to be advised on this now!
4.The Multi-Unit Developments Act 2011
5.The qualification requirements for company secretaries
6.New statutory duties of directors, “the Statement of Principal Fiduciary Duties of Directors”
7.The duty to act “Honestly & Responsibly”
8.New strike off rules
9.CRO Update,
10.New regulations on Audit Exemption
11.The Fines Act 2010
12.The category 1,2,3 and 4 offences
13.New rules on Shareholder Dispute Litigation
14.The Legal Services Regulatory Bill 2011
15.The New Directors Compliance Statement are
16.Are you ready for the company law audit? And can you stand over your compliance?
17.Board Portals, E- Governance
18.How to use Board Portals to modernise and enhance corporate governance
19.What tools are available to help the Board run more smoothly while giving directors the power to make better decisions, faster than before
20.Goodbye Table A, The 138 Table A Regulations,
21.what’s discretionary, what mandatory, the implications?
22.The four conversion procedures/changeover rules
23.The “Deemed Constitution”
24.New merger procedures, true fusion and division of companies
25.The designated activity company, do I stay as the CLS or convert to a DAC?
26.New statutory registers for persons authorised to bind the CLS, “Registered Persons”
THE COMPANY SECRETARY,VENUES
9.30am to 5.30pm
LIMERICK
Thursday 27th October 2011
or
Thursday 1st December 2011
The Clarion Hotel, Steamboat Quay,
CORK
Friday 28st October
or
Tuesday 29th November 2011
The Imperial Hotel, South Mall
STILLORGAN
Tuesday 1st November 2011
The Stillorgan Park Hotel,
WATERFORD
Wednesday 2nd November 2011
The Tower Hotel,
KILKENNY
Thursday 3rd November 2011
Butler House Hotel,
CARRICKMACROSS
Tuesday 8th November 2011
The Nuremore Hotel, Carrickmacross,
LETTERKENNY
Wednesday 9th November 2011
The Radisson Blu Hotel,
SLIGO
Thursday 10th November 2011
The Glasshouse Hotel, Sligo
GALWAY
Friday 11th November 2011
or
Wednesday 14th December 2011
The Clayton Hotel, Galway,
DUBLIN
Tuesday 15th November 2011
or
Wednesday 7th December 2011
The Radisson Blu Hotel, Golden Lane,
TRALEE
Wednesday 30th November 2011
The Brandon Hotel, Tralee
WEXFORD
Tuesday 6th December 2011
Ferrycarrig Hotel
DUNDALK
Thursday 8th December 2011
The Crowne Plaza Hotel,
ATHLONE
Tuesday 13th December 2011
The Radisson Blu Hotel,
TALLAGHT
Thursday, 15th December
The Plaza Hotel, Tallaght
https://www.thecompanyshop.ie/online-bookings/cpd-seminars/
