THE COMPANIES ACT 2014 - HOW IT MAY AFFECT YOU:- CORPORATE AND PERSONAL LIABILITY

 
THE COMPANIES ACT 2014 - HOW IT MAY AFFECT YOU:- CORPORATE AND PERSONAL LIABILITY
THE COMPANIES ACT 2014

     HOW IT MAY AFFECT YOU:-
CORPORATE AND PERSONAL LIABILITY

            INSIDE COVER

                 1
THE COMPANIES ACT 2014 - HOW IT MAY AFFECT YOU:- CORPORATE AND PERSONAL LIABILITY
Mark Regan, Managing Partner             Alison Gray, Audit Manager
mark@regansolicitors.ie                  alison@bck.ie

38/39 Fitzwillam Square, Dublin 2.
01 687 4100                              01 676 5333

www.regansolicitors.ie                   www.bck.ie

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INDEX

                                                                                                                  Page

     1. Introduction to Regan Solicitors                                                                              4

     2. The Companies Act 2014 – Summary Guide                                                                        5

     3. Issue to be Addressed by Companies                                                                           12

     4. Legal Audit Packages for Companies                                                                           14

     5. Legal Audit Summary & Price Guide                                                                            19

                               ---------------------------------------------------------------

                                       A JOINT PUBLICATION BY

This information contained in this guide is of general nature not intended to address the circumstances of any particular party
or case. While we have endeavoured to provide accurate information, there can be no guarantee that such information is
accurate as of the date it is received or that it will continue to be accurate in the future. This guide is not intended to provide
legal advice, and you should not act on the basis of the information contained herein without seeking appropriate professional
advice. This guide does not purport to be advices upon which any party should rely, as further and more detailed instructions on
a case-by-case basis will be required

                                                                3
REGAN SOLICITORS – AN INTRODUCTION

       Structure of Firm                   Our Unique Strengths

The Corporate Focus of Regan          One of the key factors of the
Solicitors is reflected in our        service provided by Regan
Structure.                            Solicitors is the depth of
                                      experience and level of expertise
We have five principal areas of       which can be offered to our
specialism;                           clients in a personalised manner.
  • Corporate & Commercial            Unlike many larger commercial
  • Commercial Property               law firms, we take pride in
  • Business Development              providing each client with a
  • Commercial Litigation &           boutique      service    tailored
    Dispute Resolution                specifically for their individual
  • Contract Law                      needs.

                     What we Strive to Offer
                  • Innovative & Business Like
                    Solutions

                  • We always seek to offer a value
                    for money service and are
                    happy to work with the client
                    having regard to their budget

                  • We are equally comfortable
                    providing private client advices
                    and services

                                  4
THE COMPANIES ACT 2014 – A SUMMARY GUIDE

Existing Private Limited Companies              New LTD Companies                      New DAC Companies

Minimum of Two Directors – One may      Minimum of One Director – Separate     Minimum of Two Directors – One may
act as Company Secretary                Company Secretary Requires             act as Company Secretary

No requisite skills for Company         Company Secretary must have            Company Secretary must have
Secretary                               Requisite Skills or Access Thereto     Requisite Skills or Access Thereto

Two Document Mem & Arts                 Single Document Constitution           Has a Two-Document Constitution

Capacity Limited by powers in           No Objects Clause; Doctrine of Ultra   Must have an objects clause
Memorandum. Must have Objects           Vires does not Apply
Clause

No requirement to register authorised   Option to register those entitled to
corporate agents                        bind the company

Written Resolutions must be passed      May pass written resolutions by the    May pass majority written resolutions
by all members                          Relevant Majority

Only single member companies may        Does not need to hold an AGM in        Must hold an AGM where two or more
dispense with AGM                       certain circumstances                  members

Maximum of 99 Members                   Maximum of 149 Members                 Maximum of 149 Members

Limited by Shares                       Limited by Shares                      Limited by Shares or Guarantee

                                        May decide not to have an authorised   Must have an authorised share capital
                                        share capital

                                        May not list or have securities        May list or have admitted to trading
                                        admitted to trading                    certain securities

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New Company Types

There will now be 5 Main Types of Companies;
    Private Company Limited By Shares (LTD)
    Designated Activity Company (DAC)
    Company Limited by Guarantee (CLG)
    Public Limited Company (PLC)
    Unlimited Company (UC)

The main changes relate to the old private limited companies; this form of company has now been
replaced by two different company types – the LTD and the DAC.

Private limited companies must elect, within 18 months, as to which type of company they wish to
convert to.

If no action is taken the private limited company will automatically be converted to a LTD, and its old
Memorandum and Articles of Association will no longer apply.

All companies must change their name to include the appropriate abbreviation

       As the traditional Memorandum and Articles of Association are being discontinued, it will be
        of greater importance in the future to ensure that well drafted shareholder agreements are
        in place. Particularly for new company formations.

       Charities and not-for-profits will come under increased regulation, particularly with the
        coming into force of the Charities Regulatory Authority. It is important that a proper audit is
        carried out by such companies to ensure that they are fully compliant and taking the correct
        company type.

       OMCs will come under greater scrutiny for compliance, given the low level of compliance with
        the obligations imposed by the MUD Act, such as transfer of common areas. This will become
        an increasingly live issue as property owners seek to sell their units on the back of a rising
        market, and questions will be asked of OMCs as to why they are not in compliance.

       The new single director company, together with the increased potential liability on company
        officers, will greatly increase the demand for corporate company secretarial service to
        facilitate those who genuinely want a one-person company without having to bring other
        people on board to comply with company law

Main Changes

       New Company Types
       New Constitution
       Abolishment of Ultra Vires in some cases
       Directors Duties codified
       Audit Exemption extended
       Extension of scope for personal liability of directors
       Directors Compliance Statement
       Company Secretary must have requisite skills
       Summary Approval Procedure
       Priority of Securities
       New Company Law Offences
       New White Collar Crime provisions – including mandatory reporting requirements
       Increase in mandatory electronic filing

                                                  6
LTD Companies

      Will be the default company type if no action is taken by existing companies to convert
      Memorandum and Articles of Association replaced by a single document ‘Constitution’ –
       contrast with DAC
      Unlimited Capacity; No Objects Clause and Doctrine of Ultra Vires no longer applies – In
       contrast with DAC
      Will have full capacity to carry out and undertake any business or activity, or to do any act or
       enter any transaction in the furtherance of trade
      A single person – “Registered Person” – may bind the company, avoiding need for
       Resolutions – s.39(1)
      Only one Director required (although that person may not also act as Company Secretary) –
       contrast with DAC
      May avoid holding AGM however that is not to neglect correspondence from company email
       to members
      May not offer securities to the public, or list securities
      Not required to have an authorised share capital
      May reduce issued share capital by Summary Approval Procedure rather than application to
       Court as previously required
      Removal of requirement that at least 10% of issued share capital is non-redeemable has been
       removed.
      Requirement to have 21 day period of inspection of a contract for purchase by company of its
       own shares also removed
      Written resolutions (both ordinary and special) may be passed by majority rather than
       unanimity

DAC Companies

      This form of company is most similar to the existing private limited company
      Must retain an Objects Clause
      Ultra Vires does not invalidate transactions with Third Parties
      Remedies available to members, and liability for directors, if acting beyond capacity
      Limited by Shares
      May only avoid holding an AGM if a single member company
      May list certain debentures
      Shareholders or creditors may force the company to convert to a DAC, either by serving
       Notice on the company (shareholders with more that 25% voting rights) or by petitioning the
       Court (shareholders or creditors holding 15% of share capital)

CLG, PLC & UC Companies

      Existing law largely restated
      CLG may avail of audit exemption
      Same rules as DAC apply to Objects Clause & Doctrine of Ultra Vires
      Remedies available to members, and liability for directors, if acting beyond capacity

Memorandum & Articles of Association -v- Constitution

      The new LTD will have a single document Constitution.
      Table A default regulations will no longer apply
      There are approximately 150 optional rules in the Act which may be dis-applied by tailoring a
       bespoke new Constitution document
      A bespoke Constitution may also include supplemental regulations that deal with matters
       not covered by the Act, such as offer-round of shares or indemnities in favour of directors.

                                                  7
   If converting to an LTD, companies should consider what parts of the existing Articles are
       now sufficiently covered by the optional rules of the Act, what variation of the optional rules
       is desirable, and what further supplemental regulations are required
      If converting to a DAC, the Constitution must be changed so that its name reflects its new
       status

Timelines & Transition Period

      The Act is now in force, and has been since 1st June 2015
      There is a transition period of 18 months in which private limited companies may elect to
       convert to either an LTD or DAC
      This period shall end on 30th November 2016
      Within this transition period, companies have 15 months to convert by ordinary resolution.
       Thereafter it will only be possible to convert by special resolution
      At the end of the 18 month transition period existing private limited companies which have
       not taken any steps to convert will automatically be deemed to have become an LTD, unless
       it is required to become a DAC, in which case it will be bound by the rules applicable to a DAC
      31st March 2016 – all existing private limited companies wishing to become a DAC must have
       initiated process by this date
      30th June 2016 – all Public Guarantee companies must have changed their company name, to
       include new company type, by this date
      The transition period will allow companies to make the necessary changes to, for example,
       their letterheads, invoices, stationary, websites and company name plates.

What if no Action is taken?

      Private limited companies will be treated as DACs until the end of the transition period
      Exiting private limited companies will automatically be deemed an LTD at the end of the
       transition period – s.62
      Existing Mem & Arts will continue to have effect, with the exception of the objects clause
      The Articles will continue to refer to Table A
      The result is rather untidy and not recommended from a legal perspective as it may confuse
       and complicate future legal audits and undermine Corporate Governance.

Directors

      The work, role, duties and responsibilities of the Company Director will increase
      Must be at least 18 years old
      Corporate Directors are not permitted
      Directors Duties have been Codified
      Eight Key Statutory Duties contained in s.228 of the Act
      Expressly stated that breach of directors duties can result in the director having to personally
       indemnify and/ or compensate the company
      A Court Judgment that is wilfully disobeyed by a company may be enforced by attachment
       against personal assets of a director – s.53
      It will be a duty of the directors to ensure that the Company Secretary has the requisite skills
       and resources to discharge their statutory duties – s.129
      S.794 – Company Secretaries will be liable to prosecution by the ODCE if an offence has been
       committed in connection with the management of the company’s affairs.
      Specific duty under s. 330 to ensure that auditors have all relevant audit information; the
       director’s report must include such a statement and confirmation that each director has taken
       all the steps that he ought to have taken as a director to make himself aware of the relevant
       audit information

                                                  8
    Attempts have been made to simplify the provisions previously contained in part IV of the
        Companies Act 1990 regarding disclosure of directors interests. Interests of less than 1% of
        share capital will be disregarded
       The old provisions on directors’ loans (old s.31 of 1990 Act) remain largely unchanged, but
        one new feature is that it will be possible to use the Summary Approval Procedure to approve
        a direct loan and credit transaction
       The Act significantly increases the penalties where a company and its directors contravene
        the obligation to keep accounting records;
             o Where a contravention has contributed to a company’s inability to pay its debt or has
                 resulted in substantial uncertainty as to the assets and liabilities of a company that
                 was subsequently wound up, the offence is elevated to a Category 1 offence
       Civil liability can arise for directors and experts for any misconduct in preparing or
        implementing a merger; shareholders may take a claim where they have suffered a loss or
        damage as a result of misconduct or untrue statements in any of the relevant documents
       Directors may be criminally liable for untrue statements and exposed to a maximum penalty
        of €50,000 and/ or 5 years in prison
       Civil and criminal liability can arise for directors and experts for any misconduct in preparing
        or implementing a division in the same way as applies to a merger.
       Directors of insolvent unliquidated companies at higher risk of disqualification proceedings
        from 2015 onwards – s.160(2)(h)
       “Spouse Directors” - Durty Nellie’s case – Ms. Justice Carroll: directors may be personally
        liable for debts;
             o The day has long passed when women were classified with infants and persons of
                 unsound mind as suffering from a disability so far as responsibility for their acts was
                 concerned, or since a married woman could escape criminal responsibility on the
                 grounds that she acted under the influence of her husband.
             o A wife cannot evade liability by claiming that she was only concerned with minding
                 her house and looking after her children. If that was the limit of the responsibilities
                 she wanted, she should not have become a director of the company or having
                 become one she should have resigned.
             o Any person who becomes a director takes on responsibilities and duties, particularly
                 where there are only two,
       Directors must now certify on appointment that they acknowledge the legal duties and
        obligations imposed on them by legislation and common law.
       Ignorance of the law will not be an excuse for non-compliance
       MDN Roachford case, 2009: Regarding a s.150 application to restrict two directors, the High
        Court held that company directors should review their company’s management accounts on
        a monthly basis to enable them to assess whether their company is trading profitably
       PSK Construction case – Judge Finlay Geoghegan made company directors liable for €1.7
        million in company debts, together with damages for breach of duty and breach of trust.
       Dev Oil & Gas Ltd case – Court held that company did not keep proper books of account where
        there were no invoices for €515,855 of “cash debtors” owing at the date of liquidation. The
        director was held personally liable and banned for 8 years.

Audit

       Larger private companies (balance sheet total of more than €25 million or turnover of more
        than €50 million) must have an audit committee, with at least one non-executive director
        with relevant experience, or explain why they do not
       The audit exemption for smaller companies has been extended so that it will apply to a wider
        range of companies and will also now be available to Groups and CLGs.
       Dormant companies may also now be audit exempt

Directors Compliance Statement

                                                   9
   All PLCs must include a statement on compliance with tax law, company law and certain
       other laws, in their director’s report – s.225
      Private companies (including both LTDs and DACs) must also include such a report where
       their balance sheet total is more than €12.5 million and turnover more than €25 million.
      The directors must demonstrate that the company has a policy on compliance and has in
       place structure and arrangements to ensure compliance.

Summary Approval Procedure

      New procedure for effecting various restricted transactions such as;
           o Voluntary Winding Up
           o Approval of Financial Assistance
           o Statutory Merger
           o Loans to Directors
           o Reduction in Capital
      Effectively replaces the old ‘whitewash’ procedure
      This will generally involve
           o a declaration of solvency
           o Shareholders’ Special Resolution (at least 75% approval – unanimity required for
                mergers)
           o Auditor’s Report (in some cases only)
           o Filing of declaration in CRO within 21 days and special resolution with 15 days
      Directors may be liable for all liabilities of the company where declaration is given without
       reasonable grounds
      Auditor’s Report relaxes requirement – no longer need to state that declaration was
       reasonable, merely that it is not unreasonable

Borrowings & Security

      Includes a broader definition of a charge
      Priority of Security will be by reference to time of filing in CRO rather than date of creation of
       the charge
      Persons taking security may notify intention to create a charge; this will fix priority until
       particulars of charge are formally filed within 21 days
      Wider range of charges will now have to be filed – including charges over cash
      Financial assistance provisions have been relaxed by the removal of the words “in connection
       with” from the definition

Winding Up & Enforcement

      Liquidators and Examiners now need appropriate qualifications
      Powers of Receivers set out in s.437
      No material change to examinership
      The law relating to winding up has been consolidated
           o S.569 outlines the circumstances in which a company may be wound up, including
                new criteria of “when winding up is in the public interest”
           o Minimum indebtedness for a creditor to petition increased from £1,000 to €10,000
      Voluntary basis for strike off has been put on formal footing, although no major changes
      Four new categories of offences created – Category 1 is the most serious (€500,000 fine and
       up to 10 years imprisonment) and Category 4 is the least serious (€5,000 fine and no threat of
       imprisonment)
      Directors of insolvent companies may avoid going to court by voluntarily electing to have a
       restriction or disqualification order imposed.

                                                  10
   New implications for directors of failed companies – cannot simply walk away and leave
       company to be would up involuntarily
          o The ODCE is increasing its prosecution of directors of such companies, which are set
             to grow in 2015 as corporate compliance comes under the spotlight
          o Heavy sentences and up to 12-year disqualifications are being prescribed
          o The Act, together with other legislation, allows for the piercing of the corporate veil
             in certain circumstances to make directors personally liable

Financial Statement & Filing Requirements

      The Act preserves the choice for companies whereby they may elect to prepare their financial
       statements under either of two financial reporting frameworks.
            o S.291 of the Act – balance sheet and profit and loss account – Schedules 3 & 4
            o International Financial Reporting Standards
      Now required to keep, establish and maintain adequate ‘accounting records’ replaces to
       previous requirement to ‘maintain books of account’
      Clarifies that members have no general right of access, although directors are now under a
       statutory duty to consider whether this limited access regime should be relaxed
      A company may now only change its financial year once in every five years, and it may no
       longer exceed 18 months
      Except in limited circumstances, a holding company must ensure that the financial year-end
       dates of any subsidiaries included in its group accounts coincide with the year end of the
       holding company
      Chapter 17 introduces a new feature whereby financial statements that do not comply with
       the requirements of the Act may be revised and resubmitted, notwithstanding that they were
       laid before the members at the AGM. This was not previously possible.

Audit Exemption

      Chapter 15 introduces a number of changes to the audit exemption regime
      A company may now avail of the exemption where it fulfils two of the following conditions;
           o Turnover does not exceed €8.8 million
           o Balance sheet does not exceed €4.4 million
           o Average number of employees does not exceed 50
      Under the former law, a company had to satisfy all three requirements
      Under the former law, a company has to satisfy the conditions both in the current and former
       financial year
      The audit exemption has also been extended to include CLGs, unless any one member
       objects
      Chapter 16 introduces a new audit exemption for dormant companies that form part of a
       group;
           o The company must not have had any significant accounting transaction in the
               relevant financial year
           o Its only assets and liabilities are represented by shares or an amount due to or from
               other group undertakings
      Small and medium sized companies may only avail of an audit exemption where limited
       abridged financial and accounting information is required to be attached to its annual return
           o A company is small if it satisfied 2 of the above 3 criteria
      The thresholds for a ‘medium’ company have been increased;
           o Turnover limit up from €15.2m to €20m
           o Balance sheet limited up from €7.6 to €10m
           o Number of employees must not exceed 250
      New option for companies to apply to District Court under s.343 to extend the audit
       exemption date where they are late filing statutory returns

                                                11
ISSUES TO BE ADDRESSED BY COMPANIES

  What Needs to be Done                         Why?                              How Regan Solicitors can Help

Review Group Structure         Identify dormant and superfluous           We can assist in any review of corporate
                               companies with a view to winding them      structure help you to assess and decide
                               up pre-commencement to avoid the cost      whether such companies should be wound up
                               and administrative burden of re-           or re-registered as LTD or DAC companies.
                               registration                               In particular, we can help you to identify where
                                                                          prior bank or third party consent to changes to
                                                                          the corporate structure or constitution is
                                                                          required.
                                                                          We can review the activities of the company or
                                                                          various companies within the group, and the
                                                                          contracts to which they are bound such as
                                                                          banking and credit/ finance arrangements.

Review      the  current To assess whether they are fit for               We can review your Memorandum & Articles
Memorandum and Articles of purpose under the Act, and whether             of Association in light of the new legislation,
Association                they conflict with any mandatory               giving particular attention to both the
                           provisions under the Act.                      mandatory requirements under the Act and
                           It is important that your company has an       any particular provisions of the present Mem &
                           effective constitution going forward, and      Arts which you may wish to incorporate.
                           is not left in a situation where it is bound   Having done so, we can then prepare a new
                           by default provisions which are not            constitutional document for your approval and
                           suited to its business.                        adoption.

Assess     whether     your    The thresholds have changed and failure On a review of the appropriate documentation
company is eligible for the    to address the issue may result in we can advise you in light of the new legislative
new     Audit    Exemption     unnecessary administrative costs being requirements.
Thresholds                     incurred

Ensure that all company Directors Duties have now been codified           We can provide you with concise and clear
directors are aware of their and specific offences set out. It is         advices in respect of all duties owed, and
statutory duties             important to be aware of same in light of    ensure that both company and directors are
                             the penalties sanctioned by the new Act.     fully compliant with the new legislation.
                                                                          In particular, we can assess whether your
                                                                          company falls within the threshold for
                                                                          application of the new Directors’ Compliance
                                                                          Statement, which is an important new aspect
                                                                          of corporate governance and compliance
                                                                          introduced by the Act.

Ensure that a person with Directors now have a statutory duty to We can advise as to the statutory requirements
requisite experience and ensure that this requirement is satisfied of the office of Company Secretary.
knowledge is acting as
Company Secretary

                                                          12
Review     your    current In light of the new legislation, existing         We can review your standard documents, such
corporate practices and templates may be outdated and                        as for the holding of board and members’
template documents         inadequate for the purposes of strict             meetings and resolutions, and advise as to the
                           compliance                                        amendments that need to be made to bring
                                                                             them up-to-date and compliant.

Review     your    standard Again, these documents will need to be Regan Solicitors’ vast experience in contract
contract documents, terms & updated to ensure good corporate law combined with their appreciation of the
conditions                  governance is maintained               nuances involved with the new Companies Act
                                                                   ensures that you can received the most
                                                                   efficient and comprehensive advices in this
                                                                   area.

Review       your      current   To identify any knock-on changes that       In conjunction with our review of company or
company             websites,    may be required as a result of the new      group activities and corporate governance, we
letterheads,          signage,   Act and any corporate re-structuring, re-   can assess and identify those areas in which
company seals, business          registering or administrative changes       further changes may be required.
cards, IP, product packaging.    that have been implemented

Review     your     current The Act introduces many simplified               We can review your present procedures and,
corporate       governance corporate governance procedures and               with reference to the Act, identify those areas
procedures                  your company may be able to increase             in which you may be able to make changes and
                            its efficiencies by making changes to take       put in place simplified corporate governance
                            advantage of same                                structures, such as single director boards,
                                                                             dispensing with physical AGMs, and providing
                                                                             for notice by e-mail.

Consider     whether    your     These type of transactions or We can review all proposed transactions and
company or group has any         restructuring may be facilitated or advise whether deferring some during the
transactions      of       re-   simplified under the new legislation, transition period may benefit the company
organisations planned for the    such as by use of the new Summary
immediate future.                Approval     Procedure  for   capital
                                 reductions for example.

Identify    any    unlimited These may need to either apply for a We can guide you through the process where
companies or companies change of name or for Ministerial necessary
limited by guarantee         exemption from the new naming rules
                             under the Act.

                                                            13
LEGAL AUDIT PACAKGES FOR COMPANIES

                 CORPORATE GOVERNANCE                           From €500.00

The Companies Act 2014 was written into law on the 1st of June 2015. The Act introduces a
number of significant changes to company law in Ireland, both regulatory and
administrative. It is vital that companies and their boards of directors are fully aware of these
changes for two principal reasons;

   1) To ensure that your company can take advantage of the array of new measures
      introduced which are aimed at making it easier for companies to do business. Until
      you address the changes made by the Act, your company could be losing out on these
      opportunities and spending unnecessary sums on company administration.

   2) As with any Act as substantial as the 2014 Companies Act, wholesale changes have
      been made to the corporate governance and compliance regime in Ireland. It is
      incumbent of company directors and secretaries to fully familiarise themselves with
      these changes to ensure that their company does not incur unnecessary penalties and
      associated legal fees.

Regan Solicitors specialise in corporate and commercial law. We are ideally placed to assist
you and your company in negotiating this transition period. We have put together a package
designed to ensure that your company can make the smooth transition from the old regime
to the new. In particular, we can provide guidance as to the following key issues;

      Deciding which new company form your company should take – LTD or DAC?
      Memorandum and Articles of Association are now being replaced by a single
       Company Constitution document. We can review your present Memorandum &
       Articles of Association with a view to providing a tailored constitutional document for
       use going forward.
      Reviewing your corporate group structure to provide advices as to the new Audit
       Exemption thresholds.
      Providing detailed advices as to the reformed and now codified directors’ duties and
       company secretary duties to ensure ongoing compliance with the legislation.
      Reviewing all corporate documents to ensure compliance and synchronisation with
       the new legislation and company form taken.
      Reviewing your corporate governance procedures with a view to maximising
       efficiencies in light of the new, more business-friendly regime being introduced.

                                               14
LEGAL AUDIT PACAKGES FOR COMPANIES

                         CONTRACT LAW                   From €500.00

With the new Company Law regime in place, now is the ideal time to undertake a root-and-
branch review of your suite of corporate documentation.

Perhaps the most critical document which any company will rely upon is the contract. Yet
often very little time is spent reviewing the terms and conditions of contracts before signing.
This is one of the most frequent causes of costly litigation, and yet the grounds of dispute are
often both foreseeable and avoidable.

Regan Solicitors can assist you in undertaking a comprehensive review of all of your key
contracts to ensure that your company is adequately protected, and that the contract in fact
provides for what you originally intended.

Specifically, we can review and recommend appropriate amendments to;
    Supplier Contracts
    Purchaser Contracts
    Distributor Contracts
    Consumer Contracts
    Service Level Agreements

In addition, and perhaps in conjunction with our Employment Audit Service, we can review
the vital contract documents in this area including;
     Consultancy Agreements
     Director Contracts
     Keyman Contracts

If you would like the security of knowing that the key contracts upon which your company is
based are adequate and fit-for-purpose; or if you would like an independent analysis of the
rights, duties and obligations which such a contract places on the parties, contact us to
discuss how Regan Solicitors can provide peace of mind to your business.

                                              15
LEGAL AUDIT PACAKGES FOR COMPANIES

                    EMPLOYMENT LAW                       From €500.00

Any company involved in the employment of staff should be aware of the menagerie of
legislation to which they are automatically bound, irrespective of the terms of any
employment contract. There are currently over 20 primary pieces of legislation, covering
everything from hiring to firing.

Almost every action taken by an employer has the potential to give rise to liability in
employment law, and the cost of ignorance of the legislative provisions, or even mere
inadvertence, can be significant. As an indicator, most breaches of the main duties are
punishable by an award of compensation of up to 2 years remuneration.

To avoid potential liability, it is strongly advisable to have appropriate and well drafted
employment documentation. Regan Solicitors have many years’ experience in this area,
advising both employers and employees, and would be delighted to assist you in the
following areas;

      Drafting and Reviewing Employee Handbook;
      Drafting and Reviewing Employment Contracts;
      Employment Advices
      Drafting and Reviewing Safety Statements
      Drafting and Reviewing Grievance and Disciplinary Policies

Where there is current litigation in being involving employees or former employees, it may
be that same has arisen by virtue of a failure to consider the above matters. In such cases,
clearly, a review and redrafting exercise is not going to remedy this problem.

Again, however, Regan Solicitors bring many years of experience in resolving employment
disputes, and would be happy to provide commercially-minded advices as to the best means
of reaching resolution.

In addition, if your company is contemplating terminating employment, hiring staff, or
transferring employees from one undertaking to another, Regan Solicitors can help to guide
you through the muddy waters involved, advising as to your statutory obligations at every
stage.

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LEGAL AUDIT PACAKGES FOR COMPANIES

                    I.T. & DATA PROTECTION                            From €500.00

As commerce becomes ever more digitised, it is vital that companies keep on top of the fast pace of
the burgeoning law in this area.

As an example, if your business is engaged in selling goods or providing services over the internet,
your operations will be governed by the Distance Selling Regulations. We would be delighted to
undertake a complete review of your business, highlight each area in which e-commerce legislation
applies.

Similarly, Data Protection is now becoming an issue that no business can ignore, whatever its size.
The Data Protection Commissioner investigates a huge number of complaints against small to
medium sized companies annually, while at the same time has been at the centre of an investigation
involving Google and Facebook.

Regan Solicitors can provide you with the benefit of their experience in advising clients as to their
duties and obligations as both Data Controllers and Data Processors. One way of ensuring that your
company is fully compliant in this area is by drafting and implementing a well-structured Data
Protection Policy, and we would be delighted to work with you to this end.

Going hand-in-hand with the issue of data protection is the matter of privacy policies and website
privacy statements. It is vital for any business with a website to be compliant with the law in this area,
and Regan Solicitors have drafted numerous such documents and Cookies Policies for clients.

                            LEGAL AUDIT PACAKGES FOR COMPANIES

                    INTELLECTUAL PROPERTY                             From €500.00

The value of intellectual property rights is often overlooked by businesses, to the detriment of the
company’s balance sheet. More often than not, such oversight is borne out of a lack of awareness of
the very existence of such rights, rather than any wilful neglect.

However, simple awareness of the existence of such rights is only one half of the issue. Perhaps of
greater importance is the manner in which such rights are then protected. In the event that your
company has potential IP value, it is essential that steps are taken to protect such rights to allow for
their rightful exploitation and to prevent unlawful third party use and enjoyment.

Intellectual Property Law is a particularly niche and complicated area of the law, yet companies
should not be discouraged from enlightening themselves by this fact.

Regan Solicitors would be delighted to undertake an audit of your business and corporate structure
to identify all rights which may exist and thereafter to advise as to the most appropriate manner in
which they may be protected.

Regan Solicitors have acted for both medium enterprises and large multinationals in registering
trademark applications and both enforcing and defending claims based on IP rights. If you believe
that your company may have any design rights, trade marks, copy rights, contact Regan Solicitors for
further advice and to discuss how we may be able to assist.

                                                   17
LEGAL AUDIT PACAKGES FOR COMPANIES

                 LITIGATION AND LEGAL                          From €500.00

Unfortunately it is virtually impossible for any business to avoid becoming involved in
litigation, which has become a commercial reality. The cost of poor advice or slow response
can impact heavily, not only on your company’s balance sheet, but also in terms of business
and commercial reputation.

Regan Solicitors have built their practice around the ability to offer commercially minded
advice designed to ensure that long term litigation is an option of last resort. While we will
fight steadfastly to protect your interests, with our background in alternative dispute
resolution we are equally adept at extracting clients from disputes which carry the risk of
significant financial loss.

The key to our success in this arena is a willingness to engage with our clients to identify
precisely what they wish to achieve, and an ability to always keep commercial realities at the
forefront of both instructions and advice.

As we believe that the best lawyer is one who manages to keep his/ her clients out of court,
rather than simply winning pyrrhic victories in it, Regan Solicitors are proud to offer a unique
litigation risk assessment audit to your business. As part of this ‘internal due diligence’
service, we will meet with you to discuss your business and its operations in depth,
identifying all areas in which your business is leaving itself open to potential claims and
disputes.

In all areas of litigation, from employment and public procurement disputes to contract and
commercial leasehold litigation, Regan Solicitors are also happy to review your on-going
disputes by way of providing an independent expert second opinion.

What is key to the services offered by Regan Solicitors is the fact that we do not seek to usurp
your company’s existing professional advisors, but to complement them by way of no-
obligation review.

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TAILORED LEGAL AUDIT SERVICES

                                    SUMMARY & PRICING STRUCTURE

        Package                    Issues Covered                  Services Provided       Price(from)

                                                           Advise on New Form Companies –
                         Companies Act 2014                which should you register as?
Corporate Governance                                       Review of Existing Mem & Arts  €500.00
                         Review Compliance Procedures      Drafting of New Constitutions
                                                           Directors’ Liability Advices

                         Material Contracts                Review of Contracts
                         Supplier Contracts                Terms & Conditions
                         Purchaser Contracts               Enforceability Advices
                         Distributor Contracts             Contract Dispute Advices        €500.00
Contract Law             Consumer Contracts

                         Service Level Agreements          Keyman Contracts
                         Specific Employment Contracts     Consultancy Agreements
                                                           Director Contracts

                         Employee Handbook                 Review
                         Employment Contracts              Drafting
Employment Law           Employment Advices                Recruitment;                    €500.00
                         Safety Statements                 Redundancy
                                                           Dismissal
                                                           Statutory Rights
                                                           Leave/ Remuneration

                         Privacy Policies & Statements     Review & Drafting
I.T. & Date Protection   Website Terms & Conditions        Audit & Compliance Advices
                         Data Protection                   Statutory Duties – Advices      €500.00
                         E-Commerce

Intellectual Property    Review of IP Assets               Securing IP Rights – Advices
                         Review Enforcement of IP Rights   Registration Applications       €500.00

                         Ongoing Disputes                  No-Obligation Review of Third Party
                         Anticipated Claims                Advices
Litigation & Legal                                         To Complement existing Advisors, €500.00
                                                           not Displace
                                                           Provision of Independent Expert 2nd
                                                           Opinion

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© REGAN SOLICITORS 2015

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