Pearse Trust Blog

Written Resolutions of Members and the Companies Act 2014

Posted by Pearse Trust on Monday, Jul 18, 2016

We considered Irish company resolutions in a previous Pearse Trust blog. However, the Companies Act 2014 brought about changes to the area of shareholder resolutions.

The changes intend to simplify the way that shareholders and directors resolve matters and are focused on resolutions made in writing.

Previously, members of a private company limited by shares could only pass resolutions by way of unanimous written resolution, when the articles of association of the company permitted them to do so. The Companies Act 2014 now permits all LTD companies to pass written resolutions.  DACs are also permitted to do so unless their Constitution provides otherwise.

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Tags: Ireland, Legal, Corporate Governance

Summary Approval Procedure

Posted by Pearse Trust on Wednesday, Jul 13, 2016

The Summary Approval Procedure (SAP) was introduced by the Companies Act 2014. SAP is a new process which allows particular restricted activities which would otherwise be forbidden.

The procedure is available to private companies limited by shares, designated activity companies, companies limited by guarantee and unlimited companies.

However, a private company that is a subsidiary of a plc cannot avail of the procedure and a plc itself can only use the procedure for 3 of the 7 restricted activities.

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Tags: Ireland, Legal, Corporate Governance

Irish Company Conversion Deadlines

Posted by Pearse Trust on Wednesday, Jul 06, 2016

Following decades of multiple pieces of legislation governing Irish Companies, we now finally have a single piece of legislation, The Companies Act 2014.

The Act does not only consolidate all existing pieces of legislation under one umbrella, but also creates two completely new company types and erases the existing Private Company Limited by Shares under the Companies Acts 1963 to 2013. 

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Tags: Ireland, Legal, Incorporation, Limited Companies

Canada Joins Fight Against International Tax Avoidance

Posted by Pearse Trust on Monday, Jul 04, 2016

Since the global financial crisis, governments have been cooperating on an unprecedented level to combat tax avoidance.

Canada is certainly no exception, having recently adopted two key multilateral information exchange mechanisms.

On 15 April 2016, the Canadian Department of Finance released draft legislative proposals for consultation, to implement the Common Reporting Standard (CRS) from 1 July 2017 allowing the first exchanges of information to take place in 2018. 

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Tags: Legal, Tax, Canada, Anti-Money Laundering

A Guide to Convening Extraordinary General Meetings

Posted by Pearse Trust on Monday, Jun 27, 2016

Any meeting of the members of a limited company in Ireland other than the Annual General Meeting is deemed to be an Extraordinary General Meeting (EGM).

Subject to the Constitution of the Company, an EGM may be convened at any time to transact business which needs to be dealt with.

Examples of why a Company may convene an EGM include business such as granting authority to the directors to allot shares, approving an increase in authorised share capital, or removing a director.  Read More

Tags: Legal, Directors, Corporate Governance

UK Employment Contracts: Incorporation of Policies?

Posted by Pearse Trust on Monday, Jun 13, 2016

In Department for Transport v Sparks and others [2016], the Court of Appeal has upheld the High Court's finding that a provision relating to absence management set out in a staff handbook, had been incorporated into employees' contracts of employment. 

This case serves as a reminder to employers to give careful consideration as to whether or not they wish for staff handbooks or other written policies to be contractual.

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Tags: Legal, United Kingdom

UK Consultation - Criminal Facilitation of Tax Evasion

Posted by Pearse Trust on Wednesday, May 25, 2016

On 17 April 2016, HMRC published a consultation document titled ‘Tackling tax evasion: a new corporate offence of failure to prevent the criminal facilitation of tax evasion’.

This follows an earlier related consultation in July 2015 and the response document of December 2015 which contained a first draft of the legislation. In their latest consultation, HMRC is inviting feedback on the wording of the new corporate criminal offence and how this policy is best expressed in statute and guidance.

Additionally, this consultation seeks stakeholder views to ensure that the offence is both effective at meeting the stated objectives, and not unduly burdensome.

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Tags: Legal, United Kingdom, Tax

Voluntary Strike Off of a UK Limited Company

Posted by Pearse Trust on Wednesday, May 11, 2016

When a UK Limited Company has ceased activity, it can be dissolved. In certain circumstances, the most efficient and cost effective way to dissolve a company is a voluntary strike off.

New regulations introduced as part of the Small Business Enterprise and Employment Act 2015 mean that companies which apply to be struck off after the 10th of October 2015 should be removed from the register not less than two months after the publication of the Gazette notice, instead of three months which was the previous timeframe.

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Tags: Legal, Corporate Governance, United Kingdom

New UK Dispute Regulations: Registered Offices & Directors

Posted by Pearse Trust on Wednesday, May 04, 2016

New procedures regarding UK dispute regulations, including registered office address disputes and director disputes for UK companies and limited liability partnerships under the Small Business, Enterprise and Employment Act 2015, have come into force from 6 April 2016.

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Tags: Legal, Directors, United Kingdom

Upcoming Changes to the UK VAT Grouping Rules

Posted by Pearse Trust on Wednesday, Apr 27, 2016

The United Kingdom Government is currently consulting taxpayers on proposed changes to value-added tax rules that could have an impact on companies operating a VAT group structure. 

VAT grouping provisions are included in both European Union and UK legislation.

Article 11 of the EU VAT Directive allows member states to treat two or more businesses established in the territory of that member state as a single taxable person (a VAT group) if the businesses have close economic, financial, and organizational links.

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Tags: Legal, United Kingdom, Tax, VAT