A shareholder can be either an individual or a company. The rights of a shareholder vary depending on issues such as the company’s Constitution, Shareholder Agreements, type of shares, etc.

A company’s Constitution will spell out the type of authorised shares and specific rights attaching such as voting rights, dividend payments, etc. Unlike the Constitution which is a public document filed in the Companies Registration Office a Shareholder Agreement is private document. A Shareholders Agreement covers issues such as rights to shares, rights to nominate an individual to the Board of Directors, and funding.

When a company is incorporated Members appoint Directors to manage the company on their behalf. As and when the Directors approve and sign the Financial Statements they are then presented to the Shareholders at an Annual General Meeting. This is when Shareholders have an opportunity to question Directors on how they managed the Company during the year and what their plans are for future development.

If you are a Member / Shareholder make sure your details are accurately reflected in the Statutory Register of Members. Without your current details including your current home address the company has no way of contacting you which is much more likely going to be more of a loss to you then to the them.

As part of the appointment process every Director acknowledges he/she is responsible for securing their company complies with all relevant obligations. Two examples of “relevant obligations” would include compliance with the Lobbying Act 2015.

• Property companies lobbying for changes in planning law, re-zoning of land.

• Charities advocating for changes in law.

The Lobbying Regulation (Amendment) Bill 2020 seeks to reform the Lobbying Act 2015. One of the proposals in the Bill will be the ability for a Designated Public Official to cease communicating with a lobbyist where they are aware that the person or body carrying on lobbying activities has failed to comply with the Act.

Transparency Ireland carried out a review of disclosure practices of 30 of Ireland’s top companies across a range of indicators including Responsible Political Engagement. Whilst a number showed leadership in the area it is fascinating to note that most of the companies did not disclose a policy on responsible political engagement. Indeed, 28 out of the 30 companies reviewed did not publish rules or policies dealing with “revolving doors” (the movement of staff rom the public sector to companies or vice versa).

For greater detail on this topic take a look at www.lobbying.ie and www.transparency.ie

KomSec Limited will close from close of business on 21.12.2022 and open again on 03.01.2023.

Happy Christmas and a Happy New Year to all our clients

KomSec Limited will be closed from close of business on Wednesday 21.12.2022 and open again on Tuesday 03.01.2023.

Everyone in KomSec Limited wishes you all a very Happy Christmas, and hope you have a contented time with your family and friends. 

We look forward to working with you in 2023.

The Government has approved the extension of the interim period of the Companies (Miscellaneous Provisions) (Covid-19) Act 2020 to 30^th April 2022.

• Director and Member Meetings can continue to hold virtual meetings

• Threshold at which a company is deemed unable to pay its debts remains at €50,000

• Extension of examinership to 150 days remains in place.

Introduction of SCARP (Small Companies Administrative Rescue Process)

This is a practical piece of legislation intended to make the Examinership process more accessible and less expensive. It provides for a tight timeline for the entire process without the company having to go to Court.

Brief highlights of SCARP

• To avail of SCARP a company must be “small” or “micro” – no more than 50 employees, turnover does not exceed €12m, balance sheet does not exceed €6m.

• Company is unable to pay its debts

• The company cannot have appointed an Examiner or Process Advisor (insolvency practitioner) within previous 5 years.

• Process Advisor assesses viability of the company and its ability to trade its way out of current difficulties.

• Entire process should be completed within 70 days.

As part of the appointment process every Director acknowledges he/she is responsible for securing their company complies with all relevant obligations. Two examples of “relevant obligations” would include compliance with the Lobbying Act 2015.

• Property companies lobbying for changes in planning law, re-zoning of land.

• Charities advocating for changes in law.

The Lobbying Regulation (Amendment) Bill 2020 seeks to reform the Lobbying Act 2015. One of the proposals in the Bill will be the ability for a Designated Public Official to cease communicating with a lobbyist where they are aware that the person or body carrying on lobbying activities has failed to comply with the Act.

Transparency Ireland carried out a review of disclosure practices of 30 of Ireland’s top companies across a range of indicators including Responsible Political Engagement. Whilst a number showed leadership in the area it is fascinating to note that most of the companies did not disclose a policy on responsible political engagement. Indeed, 28 out of the 30 companies reviewed did not publish rules or policies dealing with “revolving doors” (the movement of staff rom the public sector to companies or vice versa).

For greater detail on this topic take a look at www.lobbying.ie and www.transparency.ie

White Collar Crime – Beware! 

A new independent statutory agency with increased power and resources to investigate and prosecute white-collar crime is on its way. The Companies (Corporate Enforcement Authority) Bill 2021 is due to be published shortly and will establish the Corporate Enforcement Authority. The CEA will replace (and strengthen) the Office of the Director of Corporate Enforcement.

Significantly increasing personnel and allowing for more specialised staff will make the CEA, according to the Tánaiste and Minister for Enterprise, Trade and Employment Leo Varadkar “an Irish FBI… [for].. white collar crime”.

KomSec Limited will be closed from midday on 22.12.2020 to 05.01.2021 inclusive.

Everyone in KomSec Limited wishes you all a very Happy Christmas, and hope you have a contented time with your family and friends. 

We look forward to working with you in 2022.

KomSec Limited will be closed from 19.12.2020 to 04.01.2021 inclusive.

Everyone in KomSec Limited wishes you all a very Happy Christmas, and hope you have a contented time with your family and friends.

Like everyone KomSec Limited is working around the impact of Covid-19 on business life. 

Standard company secretary work, e.g. managing Company Registers, and filing statutory forms continues as usual.  However, we are noticing clients becoming more cautious about formal gatherings be they seminars, workshops or board meetings.

To help manage these concerns KomSec Limited are facilitating clients by:

o   increasing conference calls instead of client visits;

o   virtual attendance at Board Meetings (mainly via Skype and Teams); and

o   have set up systems so that our staff can work from home if required.

Safeguarding the health of our staff and clients is naturally paramount but, if there is anything we can do to help support your Company please let us know.

Stay well and good luck as we all continue to adapt to this evolving situation.