Companies Act 2014 section 1312

Application of certain provisions of Act to unregistered companies

Section 1312 extends certain provisions of the Companies Act 2014 (as listed in Schedule 14) to bodies corporate that are incorporated in Ireland and have their principal place of business here, even though they are not registered under the Act, while setting out which bodies are excluded and imposing filing obligations on those that are covered.

• Bodies corporate incorporated in Ireland with a principal place of business in the State are treated as if registered under the Act, subject to the provisions listed in Schedule 14, but certain categories — such as statutory corporations, non-profit bodies, bodies prohibited from distributing income, and bodies exempted by the Minister — are excluded.
• Where a body has securities traded on a regulated market in an EEA state (a "traded body"), the exclusions that apply to public limited companies under section 1002 also apply to it; conversely, certain provisions of Part 17 and Part 23 only apply to traded bodies.
• This section does not repeal any existing charter, statute or other constituting instrument of a covered body, but any such instrument is suspended to the extent it is inconsistent with the provisions applied by this section.
• Covered bodies must file a certified copy of their constituting documents with the Registrar — immediately if they already exist, or within three months if newly established — and failure to do so is a category 3 offence.

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