Irish company law in 2026 — what a CFO must know

Further reading from this practice: Blockchain and Irish Law, Brexit and your commercial contracts five years on. For Hugh's background and qualifications, see Hugh Phelan.

The Companies Act 2014 is now a decade old. The Act is the codification of Irish company law that replaced the previous patchwork of legislation reaching back to 1963, and it has shaped the operating environment of every Irish company in the intervening years. For a CFO joining an Irish company in 2026, the Act is the starting point, but it is not the whole story.

This is a working note on where the obligations actually bite for a finance leader. It assumes familiarity with the basic structure of Irish company law and concentrates on the points where, in practice, CFOs most often find themselves exposed or under-prepared.

The choice of company type

The 2014 Act introduced the company limited by shares (LTD) as the default form for private companies, displacing the former private company limited by shares with a constitution containing a memorandum and articles. The LTD is the form most new Irish companies adopt, and it carries a single-document constitution, the ability to dispense with an AGM, and a simpler decision-making procedure.

For most operating businesses, the LTD is the right vehicle. The exceptions are companies that need an objects clause for regulatory reasons — typically credit institutions, investment firms and some regulated charities — which take the form of a designated activity company (DAC). The choice matters because the constitution of a DAC is more constrained than that of an LTD, and certain corporate actions that are unrestricted in an LTD require specific authorisation in a DAC.

A CFO inheriting a corporate structure should know which form each Irish entity in the group is. Companies converted from the pre-2014 form to LTD or DAC under the transition provisions of the Act sometimes still carry constitutional language from the previous regime, which can complicate authorisations and shareholder approvals. A constitutional review every three or four years is good housekeeping.

Directors' duties — the codified position

Sections 224 to 230 of the 2014 Act codify directors' duties for the first time in Irish company law. Before 2014, directors' duties were a common-law and equitable patchwork. The Act now sets out eight principal duties, including to act in good faith in the best interests of the company, to act honestly and responsibly in relation to the company's affairs, to exercise reasonable care, skill and diligence, and to avoid conflicts between personal interests and those of the company.

For a CFO, the directors' duties matter not only personally — the CFO is almost always a director or de facto director — but operationally, because the duties shape the company's decision-making process. Material decisions should be made by the board on the basis of adequate information, with disclosure of any director's interest, and with the decision recorded in a contemporaneous minute. The standard is not perfection; the standard is reasonable care and a recorded process.

The longer note on directors' duties in Ireland — 2026 update sets out the eight duties and their practical implications in detail.

Audit, accounts and the audit-exemption thresholds

The Act sets the framework for Irish companies' financial-reporting obligations. Most companies must prepare annual financial statements in accordance with Irish GAAP (FRS 102) or full IFRS, must file them with the Companies Registration Office, and must have them audited unless the company qualifies for audit exemption.

The audit-exemption thresholds were last updated by the European Union (Qualifying Partnerships: Accounting and Auditing) Regulations and subsequent amendments. The current thresholds — turnover, balance sheet total, employees — should be checked against the latest position, because the European Commission has been signalling further increases. A CFO of a group with multiple Irish entities should review the audit position annually and should not assume that an entity that qualified for exemption last year still qualifies this year.

The filing deadlines under the Act are strict. Late filing penalties accrue, the company loses the ability to claim audit exemption for the year in question and the following year, and the directors are exposed to enforcement action by the Companies Registration Office. The CFO's calendar should track every Irish entity's annual return date and accounts filing date as fixed obligations, not flexible targets.

Beneficial ownership and the central register

The European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2019 require Irish companies to identify their beneficial owners — natural persons who ultimately own or control more than 25% of the company — and to file the information with the Central Register of Beneficial Ownership. The register is maintained by the Companies Registration Office and is accessible by competent authorities and, on a restricted basis, by other parties.

The obligations are continuing. Changes in beneficial ownership must be filed within fourteen days. Failure to maintain accurate information is a criminal offence carrying personal liability for the directors. The Court of Justice of the European Union's 2022 decision in WM v Luxembourg Business Registers restricted public access to beneficial ownership registers across the EU, but the Irish filing obligation remains in force.

For a CFO, the practical step is to confirm the beneficial ownership position annually, to update the register promptly on any change, and to maintain internal documentation of the analysis. Group reorganisations and share transfers are the most common triggers for updates and the most common source of late filings.

Distributable reserves and the dividend test

Section 117 of the 2014 Act sets out the rules on distributions. A company may only make a distribution out of profits available for the purpose — broadly, accumulated realised profits less accumulated realised losses. The financial statements that support the distribution must show distributable reserves of at least the amount of the distribution.

The test is mechanical but the consequences of failing it are significant. A distribution made in contravention of the Act is recoverable from the shareholder who received it, with the directors who authorised it personally liable to make good any loss to the company. The Act's wording is technical and a CFO who is not certain of the position should obtain written advice.

The interaction with management accounts is the practical complication. Where a company proposes to make a distribution between annual accounts dates, the distributable reserves must be evidenced by interim accounts that comply with the same standards as the annual accounts. The CFO who signs off a dividend on the basis of management accounts that have not been prepared to that standard is exposed.

Related-party transactions and the substantial-property rules

Sections 238 and 239 of the Act regulate substantial property transactions between a company and its directors. A transaction in which a director acquires from or transfers to the company a non-cash asset of substantial value requires the company's prior approval by ordinary resolution. The definitions of "substantial value" and the consequences of failure to obtain approval are set out in the Act and have been litigated in a small number of Irish cases.

The practical CFO discipline is to identify any related-party transaction at the planning stage, document the commercial rationale, obtain board and where required shareholder approval, and ensure the transaction is on arm's-length terms. A transaction that is on the company's books at a value different from arm's length is exposed to challenge by minority shareholders, by a future buyer of the company, and by Revenue.

Reorganisations, mergers and cross-border structures

The Act incorporates the European Union's cross-border conversion and merger rules, as amended by the Cross-Border Mobility Directive transposed in 2022. An Irish company can merge with a company in another EEA state, can convert into a company under another EEA jurisdiction's law, and can divide into multiple companies in different jurisdictions, with statutory procedures that include creditor protection, employee information and consultation, and court approval.

For a CFO of a group with cross-border restructuring on the calendar, the timetable for these procedures is the binding constraint. A cross-border merger from Ireland to another EEA state typically takes six to nine months from the first board resolution to the registration of the merger. The CFO who treats this as a six-week exercise will miss every milestone.

Regulatory perimeter and the licensing question

Beyond the Companies Act itself, an Irish company's CFO must know what regulatory licences the company operates under and the conditions attached to each. The Central Bank of Ireland is the principal regulator for credit institutions, investment firms, insurance undertakings, payment institutions, e-money institutions, VASPs and crypto-asset service providers under MiCA. The Data Protection Commission regulates data processing. The Competition and Consumer Protection Commission regulates competition and consumer-facing activity. The Revenue Commissioners regulate tax compliance.

Each of these regulators has its own reporting obligations, its own breach-notification rules, and its own enforcement powers. A CFO joining a regulated company should obtain, within the first month, a written summary of the company's regulatory perimeter, the conditions of each licence, and the responsible compliance officers. The summary should be reviewed annually.

For a related working note on directors' duties — which sit alongside the CFO's company-law obligations as the most-litigated area of Irish corporate practice — see directors' duties in Ireland — 2026 update. To book a notarial appointment with Hugh Phelan, call (021) 489-7134 or visit phelansolicitors.com.