Private Companies Limited by Shares (LTD companies) are registered under Part 2 of the Companies Act 2014.
Features of the LTD company include:
The single director option does not apply to other company types, Designated Activities Companies, Plc’s, guarantee companies and unlimited companies. An LTD company still needs to have a secretary and the secretary cannot be same person as the director, if the company has only one director.
There is a minimum age for directors: It should be noted that all directors must be over the age of eighteen. Section 131 applies. Body corporates cannot be a director of a company. If an individual, rather than a body corporate, is a secretary, then they must be over eighteen also.
An LTD company has a constitution instead of a Memo & Arts
A company private limited by shares (LTD) has a constitution. Under the Companies Act 2014, companies do not have stated objects if they are registered as a LTD company. Instead LTDs have a simple one document constitution.
The constitution states the name of the company, the fact that the company is a private company limited by shares, any additional regulations the company may wish to specify and takes the form set out in Schedule 1 to the Companies Act 2014.
An LTD company does not need to hold an AGM
An LTD company may dispense with the requirement to hold an Annual General Meeting. An LTD company can avoid holding an AGM where all the members entitled to attend and vote at such general meeting sign, a written resolution, acknowledging receipt of the financial statements, resolve that all such matters as would have been resolved at the AGM and confirm no change in the appointment of the Auditors (if any appointed). See section 175(3). A Designated Activity Company (DAC) limited by shares must hold an AGM where it has 2 or more members. (Such a DAC is another type of private limited by shares company).
A Designated Activity Company (DAC) is determined in Part 16 of the Companies Act 2014 and defined as
So, a DAC company will have certain regulations in its constitution, detailing certain objects or articles of association which are not specified in the template LTD company constitution.
Features of the DAC include:
DAC limited by shares has a constitution in the format set out in Schedule 7 to the Companies Act 2014. DAC limited by guarantee has a constitution in the format set out in Schedule 8 to the Companies Act 2014
Certain companies are specifically envisaged as being DACs. Examples include charities, management companies, companies limited by guarantee and companies which are incorporated for a specific purpose for which the shareholders wish the capacity of the company to be clearly defined.
All Designated activity companies' names shall end with ‘Designated Activity Company’ or “Cuideachta Gníomhnaíochta Ainmnithe”. There is an exception to this as there is a power to dispense with DAC in the name of charitable and other companies under section 971. This exemption refers to not-for-profit companies only.
Companies limited by Guarantee operate under Part 18 Companies Act 2014.
Features of the CLG include:
Public Limited Companies operate under Part 17 Companies Act 2014.
Features of the PLC include:
Unlimited Companies operate under Part 19 Companies Act 2014. An unlimited company can be either Private or Public. A public unlimited company can have a share capital (PUC) or have no share capital (PULC). A private unlimited company must have a share capital (ULC).
Features of the Unlimited Company include:
Investment Companies operate under Part 24 Companies Act 2014. They are a form of Public Limited Company. Investment Companies have a constitution in the format set out in Schedule 16 Companies Act 2014.
Societas Europaea are also a form of Public Limited Company and are registered under separate legislation.A Societas Europaea or SE is a European public limited company formed under EU Regulation (Council Regulation 2157/2001) and Statutory Instrument 21 of 2007. SE’s can be formed by merger, as a holding company or subsidiary or by conversion from a plc. Article 3 and 10 of the Regulation requires Member States to treat an SE as if it is a public limited company formed in accordance with the law of the Member State in which it has its registered office.
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