GOOD COMPLIANCE IS GOOD BUSINESS LEO GALWAY NETWORKING PORTERSHED 14 JUNE 2016
Introduction → FCS SERVICES – Anna Holland Company Law Compliance and Good Corporate Governance – The Benefits Of → MCDONNELL TAX CONSULTING – Mary McDonnell Tax Compliance → CONNACHT ACCOUNTANCY – Jane Mangan Other Benefits of Maintaining Accurate Books and Records → QUESTIONS AND ANSWERS → CLOSE This information is for general information purposes and does not constitute legal or any other advice FCS Corporate Services Limited Galway Technology Centre, Mervue Business Park, Galway Tel: 091 704818; E-mail: anna@fcscorporateservices.com, info@fcscorporateservices.com
Company Law Compliance and Good Corporate Governance – The Benefits Of → Company Directors’ Duties and Responsibilities → Benefits (and downfalls if not) of Company Law Compliance and Good Company Records → Companies Act 2014 (“CA2014”) → Don’t do ……..please! This information is for general information purposes and does not constitute legal or any other advice FCS Corporate Services Limited Galway Technology Centre, Mervue Business Park, Galway Tel: 091 704818; E-mail: anna@fcscorporateservices.com, info@fcscorporateservices.com
COMPANY DIRECTORS’ DUTIES AND RESPONSIBILITIES → Directors’ Duties in General o Codification of Directors’ Fiduciary Duties (i.e. there can be no doubt as to the legal responsibilities of Directors) o Each Director has a duty to ensure the CA2014 is complied with by the Company o In consenting to act as a Director, individuals must acknowledge they have legal duties and responsibilities Company Directors now have a duty to ensure the Company Secretary has the requisite o knowledge, experience, skills or resources to discharge their duties → Directors’ have Fiduciary and Statutory Duties This information is for general information purposes and does not constitute legal or any other advice FCS Corporate Services Limited Galway Technology Centre, Mervue Business Park, Galway Tel: 091 704818; E-mail: anna@fcscorporateservices.com, info@fcscorporateservices.com
COMPANY DIRECTORS’ DUTIES AND RESPONSIBILITIES (contd) FIDUCIARY DUTIES → 8 Principal Duties which are owed to the Company alone o Act in good faith in what the Director considers to be in the Company’s interests o Act honestly and responsibly in relation to the Company’s affairs o Act in accordance with the Company’s Constitution and only exercise powers for allowed purposes o To not use Company property for own or other’s use unless permitted by the Constitution or Shareholders o To not restrict independence unless permitted by the Constitution o To avoid conflicts of interest unless released by a Company’s Constitution or Shareholders o To exercise care, skill and diligence o To have regard to interests of employees and shareholders This information is for general information purposes and does not constitute legal or any other advice FCS Corporate Services Limited Galway Technology Centre, Mervue Business Park, Galway Tel: 091 704818; E-mail: anna@fcscorporateservices.com, info@fcscorporateservices.com
COMPANY DIRECTORS’ DUTIES AND RESPONSIBILITIES (contd) STATUTORY DUTIES → Duty of Disclosure → Duty to keep adequate accounting records, prepare financial statements and have statutory financial statements audited (unless eligible for exemption) → Duty to maintain certain Registers and other documents (minute books, certain contracts) → Duty to file certain documents with the Registrar of Companies → Specific responsibilities and obligations when Directors enter into transactions with the Company → Specific duties in relation to Company liquidations and insolvent Companies This information is for general information purposes and does not constitute legal or any other advice FCS Corporate Services Limited Galway Technology Centre, Mervue Business Park, Galway Tel: 091 704818; E-mail: anna@fcscorporateservices.com, info@fcscorporateservices.com
BENEFITS (AND DOWNFALLS IF NOT) OF COMPLIANCE AND GOOD COMPANY RECORDS BENEFITS → In today’s world evidence of Company law compliance (or non-compliance) is now publicly available → More and more due diligence is being carried out for business activities (i.e. financing arrangements, opening of Company bank accounts, tenders, partnerships with multi-nationals) → Evidence of compliance and readily available Company books brings immediate benefits (can easily put you ahead of competitors) → Maintenance of good Company records from the beginning leads to more efficient and cost saving business practices This information is for general information purposes and does not constitute legal or any other advice FCS Corporate Services Limited Galway Technology Centre, Mervue Business Park, Galway Tel: 091 704818; E-mail: anna@fcscorporateservices.com, info@fcscorporateservices.com
BENEFITS (AND DOWNFALLS IF NOT) OF COMPLIANCE AND GOOD COMPANY RECORDS (contd) DOWNFALLS → Evidence of non-compliance may influence a financial institutions decision to engage with you or your Company → Inability to provide up-to-date Company Registers could be a significant stumbling block to completion of that big Deal → Financial impacts/penalties of CA2014 non-compliance → Not being able to provide Company records and/or public evidence of non-compliance (the opposite of the benefit) could easily move your Company down the list in the event of tenders/overseas opportunities This information is for general information purposes and does not constitute legal or any other advice FCS Corporate Services Limited Galway Technology Centre, Mervue Business Park, Galway Tel: 091 704818; E-mail: anna@fcscorporateservices.com, info@fcscorporateservices.com
COMPANIES ACT 2014 → Have just passed 1 st anniversary of commencement → A number of significant changes were implemented by the commencement of the CA2014 → Codification of Directors’ Duties and the duty on Directors to ensure the Company Secretary knows what they are doing (or has access to someone who does) → Existing Private Limited Company as at 1 June 2015 – a decision is required: o Company Limited by Shares (LTD) o Designated Activity Company (DAC) → Other new provisions you may need to think about: o Summary Approval Procedure o Documenting of Loans to/from Directors o Depending on the size of the LTD, new obligations in relation to Financial Statements and Audit Committees This information is for general information purposes and does not constitute legal or any other advice FCS Corporate Services Limited Galway Technology Centre, Mervue Business Park, Galway Tel: 091 704818; E-mail: anna@fcscorporateservices.com, info@fcscorporateservices.com
DON’T DO …… please! → Don’t leave a previous Company that has never traded to be involuntarily struck-off by the CRO → Don’t just think if you are no longer involved with a Company (either a previous business, by employment or even on a voluntary basis) that you are no longer a Director → Don’t think a Company has no CRO filing obligations until it trades – it does! Once incorporated, it has filing requirements and is subject to the CA2014 (and other legislation) until it is struck-off or liquidated This information is for general information purposes and does not constitute legal or any other advice FCS Corporate Services Limited Galway Technology Centre, Mervue Business Park, Galway Tel: 091 704818; E-mail: anna@fcscorporateservices.com, info@fcscorporateservices.com
CONCLUSION → Questions and Answers → Thank you! This information is for general information purposes and does not constitute legal or any other advice FCS Corporate Services Limited Galway Technology Centre, Mervue Business Park, Galway Tel: 091 704818; E-mail: anna@fcscorporateservices.com, info@fcscorporateservices.com
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