This examination must be answered on the basis of the law contained in the Companies Act 2014 (the “Act”).

Candidates are required to have a sound knowledge and understanding of the concepts, principles and rules of Company Law in Ireland, and are expected to be fully familiar with the law relating to the following matters:

Types of Companies and Business Organisations - Companies and other Legal Forms of Business Organisation; Sole Traders; Partnerships; Registered Companies; the History of Registered Companies; The European Community Dimension in Irish Company Law; The different types of companies recognised by the Companies Act 2014: the private company limited by shares (“LTD”); the designated activity company (“DAC”); the public limited company (“PLC”); the company limited by guarantee (“CLG”); unlimited companies (“UC”) and external companies.

Differences between Types of Companies – The structure of the Act; The differences between the private company limited by shares (“LTD”); the designated activity company (“DAC”); the public limited company (“PLC”); the company limited by guarantee (“CLG”); unlimited companies (“UC”); and External Companies. Distinguishing their key features and the different provisions of the Act as apply to them.

Formation and Registration - Formation and registration of companies; Registration; Statutory Obligations Incidental to Registration of companies; Conversion from one type of company to another. Promoters’ Duties: Corporate Promoters; Fiduciary Duties of Promoters; Breach of the Promoter’s Fiduciary Duty; Promoters’ Transactions with a Company.

Company’s constitutions (including memorandum and articles of association) - Constitutional documentation; The single-document constitution of an LTD; the compulsory clauses and the supplemental regulations; the "optional provisions" applicable to companies; The Clauses in the Memorandum of Association; Association for companies other than LTDs; Alteration of the Memorandum of Association; The Articles of Association; The Nature of the Articles; Alteration of the Articles of Association; Informal Alteration of the Articles of Association by Shareholders’ Agreement; The Relationship between the Memorandum and the Articles; The Construction of the Constitution; The Statutory Contract contained in section 31 of the Act; Shareholders’ Agreements.

Incorporation and Its Consequences - Incorporation and its Consequences; Registration, and Issue of the Certificate of Incorporation; Effect of the Certificate of Incorporation; The Consequences of Incorporation; Separate Legal Personality; Limited Liability; Transferability of Interests; Perpetual Succession; Common Seal; Floating Charges; Corporate Litigation; Security for Costs; Enforcing Judgments and Orders Against a Company.

Lifting the Veil - Disregarding Separate Legal Personality in all its manifestations whether by the Courts or by Statute or otherwise.

Corporate Contracts - Corporate Contracts: Form and Formalities; Oral, Written and Contracts under seal; The Requirement to have a Seal; Attestation of the Common Seal; Powers of Attorney; Pre-Incorporation Transactions; The Authority of Corporate Agents.

Authority of Corporate Agents and Capacity of Companies - Actual Authority of Corporate Agents; Ostensible Authority of Corporate Agents; Corporate Representations; The Indoor Management Rule/ Rule in Turquand’s Case. The abolition of the objects clause for LTDs and conferment of full contractual capacity; Corporate Capacity and Ultra Vires for other types of companies with objects clauses; The Objects Clause; Substantive Objects and Ancillary Powers; Express and Implied Powers; Corporate Enforcement of Ultra Vires Contracts; Prevention of Ultra Vires Actions; Recovery of Money given Ultra Vires by a Company; Reform of the Doctrine of Ultra Vires.

Corporate Governance - The Division of Powers: Members and Directors; Delegation of Powers to Directors; The Resurgence of Members’ Powers; The Powers Retained by Members; Directions to Directors. Directors; Appointment of Directors; Disqualification and Restriction of Directors; Removal of Directors; Status and Remuneration of Directors. The Secretary: Appointment, Status, Functions and Duties. Auditors: Appointment, Qualifications; Removal, Resignation and Replacement, Rights and Liabilities. Types of director: de facto, shadow and formally appointed or de jure director.

Summary Approval Procedure (“SAP”) – The rationale behind the SAP; the seven different “restricted activities” that can be validated using the SAP; the different requirements for different activities; the consequences for directors where a company which has utilised the SAP is wound up insolvent within 12 months.

Shares and Membership – Introduction - Membership; Those who May Become Members; The Register of Members; Shares; The Legal Nature of Shares; Formal Requirements Relating to Shares; Allotment of Shares; Shareholders’ Rights and Duties; Classes of Shares; Conversion of Shares; Liens on Shares; Forfeiture and Surrender of Shares; Disclosure of Interests in Shares.

Share Transfer – Transferability and Restrictions; Directors’ Powers to Refuse Registration; Pre-Emption Rights on Share Transfer and Allotment; Compulsory Transfers of Shares; Compulsory Transfer of shares.

The Maintenance of Capital - The Rationale; Redemption of Shares; Acquisition by a Company of Its Own Shares; Assisting the Purchase of a Company’s Own Shares; Court Sanctioned Capital Reduction; Court Ordered Capital Reduction; Distributions and the Payment of Dividends; Miscellaneous Capital Maintenance Rules; Meetings On A Serious Capital Loss.

Shareholders’ Remedies – Minority Shareholder Protection - Oppression: Section 212 of the Companies Act 2014; Disregarding Members’ Interests; “Affairs of the Company” and “Powers of Directors”; The Rule in Foss v. Harbottle; Derivative Actions and Exceptions to Foss v Harbottle.

Members’ and Directors’ Meetings - Members’ Meetings; Annual and Extraordinary General Meetings; Ordinary and Special Resolutions; Notice of Members’ Meetings; Notice of Business to be Conducted at a Meeting; The Quorum and Other Formalities; Voting at Members’ Meetings; Minutes of Members’ Meetings; Registration and Lodging of Resolutions; Unanimous Written and Majority Written Resolutions; Decisions by Sole Members of SingleMember Companies; Informal Resolutions of the Members. Directors’ Meetings: Purpose of Directors’ Meetings; Notice of Directors’ Meetings; Meetings and Decisions by Sole Directors.

Duties of Directors and Others – To whom owed. Duties to creditors. General Duties of Directors at Common Law; The Nature and Source of Duties; The codification of fiduciary duties in the Companies Act 2014; The Exercise of Directors’ Powers; Directors’ Conflicts of Interests; Competition with the Company; Directors’ Duties of Care, Skill and Diligence; Directors’ Statutory Duties; Directors’ Duties on Insolvency; Reckless Trading; Criminal Fraudulent Trading; Civil Fraudulent Trading; Misfeasance. Personal liability of directors and others under the Companies Act 2014.

Statutory Regulation of Transactions Involving Directors and Companies - Disclosures concerning Directors and Secretaries; Contracts Involving the Directors and the Company; Substantial Property Transactions; Loans, Quasi-loans, Credit Transactions, Guarantees and the Provision of Security in Favour of Directors and connected persons. Meaning of “connected person” The requirement that loans are in writing; The Summary Approval Procedure provided for by the Companies Act 2014.

Financial Statements, statutory auditors and annual return - Books of Account; Introduction; Contents of the Books of Account; Location of the Books of Account; Form of the Books of Account - Inspection of the Books of Account; Liability for Failure to Keep Proper Books of Account. The Annual Accounts; Accounting Principles; Application to different sized companies; The Profit and Loss Account; The Balance Sheet; The Notes to the Accounts; The Directors’ Report; The Auditors’ Report; Group Accounts. Appointment, removal of statutory auditors. Function, powers, duties and role of statutory auditor. Audit exemptions. Annual returns.

Investigations and Inspectors - Appointment of Inspectors; The Conduct of the Investigation; Powers of Inspectors; Minister’s Power to Impose Restrictions on Shares and Debentures; The Inspectors’ Report; The Costs of the Investigation; Other Investigations and Inquiries.

Debentures and Charges – Debentures. Transfer of Debentures; Secured Debentures: Mortgages and Charges; Mortgages and Fixed Charges; Fixed Charges on Book Debts; Floating Charges; Negative Pledge Clauses; Events Which Affect Assets Subject to Floating Charges; Crystallisation of Floating Charges; The Causes of Crystallisation; The DeCrystallisation of Floating Charges.

Registration of Charges - The Register of Charges; The Consequences of Non-Registration; The Conclusiveness of the Register of Charges; Registrable Charges; The two-stage registration procedure provided for by the Companies Act 2014; Judgment Mortgages; NonRegistrable Charges; Retention of Title Clauses Which Constitute Charges. Charges Over Property Outside of the State; Charges Created by Foreign Companies; Late Registration of Registrable Charges.

Receivers - Appointment of a Receiver; Duty Owed by Debenture Holders; Qualifications of Receivers; Resignation and Removal of Receivers; The Effect of the Appointment. The Status of a Receiver; The Duties of Receivers; Liabilities of Receivers; The Powers of Receivers.

Examinerships– The Appointment of an Examiner; The Effects of Court Protection; The Position of Creditors; The Powers of Examiners. The Examiner’s Reports and Schemes of Arrangement; Examiner’s Remuneration, Costs and Expenses. Schemes of Arrangement; Arrangements & Reconstructions; The Court’s Power to Sanction an Arrangement.

Schemes of Arrangement, Mergers and Divisions – (Part 9 of the Companies Act 2014); The law relating to schemes of arrangement; scheme classes; court approval of schemes; Merger of companies; types of merger; merger by SAP and Merger by court order; Divisions; Types of divisions; need for court order.

Winding-Up and Striking Off Companies - Members’ Winding Up; Creditors’ Voluntary Winding Up; Compulsory Court Winding Up. Voluntary Liquidators; Provisional Liquidators. Official Liquidators. Striking Off the Register; Restoration to the Register of Companies.

Matters Arising in a Winding- Up - Powers to Obtain Information; Examination. Powers of Civil Arrest; Freezing Corporate Assets in a Liquidation; Preventing Execution, Attachment of Property and Judgment Mortgages; Disclaiming Onerous Property. Post-Commencement Dispositions; Fraudulent Preference; Fraudulent Dispositions of Property; Invalidating Certain Floating Charges; Contribution by Related Companies to the Assets; Pooling the Assets of Related Companies; The Distribution of Corporate Assets, Priorities.

Compliance and Enforcement – Disqualification and restriction of directors; disqualification and restriction undertakings; prosecution of offences under the Act.

LEGISLATIVE SOURCES
Candidates should note that they must be familiar with, and may take into the examination unmarked copies of the following:
The Companies Act 2014
Companies (Accounting) Act 2017
Companies (Amendment) Act 2017
The Companies (Statutory Audits) Act 2018
The Companies (Amendment) Act 2019
The Companies (Miscellaneous Provisions) (Covid-19) Act 2020
OR
Bloomsbury Professional’s Companies Act 2014 (most recent edition)

Candidates should be familiar with company case law. Candidates should also be familiar with all EU Directives and Regulations on Company Law currently adopted and implemented in Ireland and have an awareness of relevant Directives and Regulations awaiting implementation.

RECOMMENDED READING
Any of the following texts:
Courtney, The Law of Companies, 4th Edition, (2016) Bloomsbury Professional.
Hutchinson, Keane on Company, Law 5th Edition, (2016) Bloomsbury Professional.

SUPPLEMENTAL READING
Courtney (ed), Bloomsbury Professional’s Guide to the Companies Act 2014, (2015) Bloomsbury Professional. (Please note that this publication cannot be brought into the examination as it contains commentary on the legislation).
Courtney & Curtis, Bloomsbury Professional’s Company Law Guide 2017 (2017) Bloomsbury Professional.
Thuilier, Company Law in Ireland, 2nd Edition, (2015) Clarus.
Cahill, Company Law Compliance and Enforcement, (2008) Bloomsbury Professional.
Lynch Fannon Murphy, Corporate Insolvency and Rescue, 2nd Edition, (2012) Bloomsbury Professional.
Ussher, Company Law, (1986), Sweet & Maxwell.

Candidates should consult articles and notes in leading journals of relevance to the syllabus and current editions of English texts such as those by Gower and Davies, Principles of Modern Company Law, 10th Edition, (2016), Sweet & Maxwell.