Single Member Company
A sole person, whether natural or legal, can form or become a single member limited liability company. The Regulations further provide that, subject to certain modifications, all the provisions of the Companies Act 2014 which apply to private companies limited by shares will apply to single member companies.
For instance, the sole member, if he so decides, can dispense with the holding of General Meetings, including Annual General Meeting (AGM’s). However, certain notifications laid down in the regulations will have to be made. Also the Report and Accounts that would normally be laid before the AGM of a company will still need to be prepared and forwarded to the member.
Formation of a Single Member Company – One person may, by subscribing his name to a memorandum of association and otherwise complying with the requirements of the Companies Act 2014 and these Regulations relating to registration, form an incorporated company being a private company limited by shares.
As with a multi member company a single member company is required to have a minimum of 2 directors at all times.
Changing to a single member company
A private company limited by shares registered with two or more subscribers to its memorandum of association, in accordance with the Companies Act may become a single member company, on such date as the number of members is reduced to one and all the shares in the company are registered in the name of a sole person. Particulars of this change should be notified to the Registrar of Companies within 28 days after the date on which the number of members is reduced to one. The shares transferred will be recorded with the Revenue Commissioners.
Changing from a single member company
A company which is incorporated as or becomes a single member company, in accordance with the Companies Act and these Regulations, shall cease to be a single member company on such date as the number of members increases to more than one. Particulars of this change should be notified to the Registrar within 28 days after the date when the number of members is increased to more than one.
Single Member companies continue to require two directors.
All power exercisable by a company in general meetings under the Companies Act 2014 shall, be exercisable in the case of a single member company, by the sole member without the need to hold a meeting.
Any matter required to be done, decided by the company in general meeting or decided by resolution are satisfied, in the case of a single member company, by decision of the member which is drawn up in writing and notified to the company. These notifications/resolutions must be recorded by the company and retained in book form or other suitable means. Resolutions to which the Companies Act 2014 applies shall be notified to the Registrar within 15 days.
Meetings will be required for matters concerning the removal of an auditor, for non appointment of an auditor etc.
Annual general meetings
The sole member of a single member company may decide to dispense with the holding of an AGM. The decision shall have effect for the year in which the decision is made and subsequent year but shall not effect any liability already incurred by reason of default in holding an AGM.
It is open to the sole member or the auditor of the company to require the holding of an AGM in a particular year by notice to the company not later than 3 months before the end of the year. If such a notice is given then the provisions of the Companies Act 2014 apply in respect of the calling of the meeting.
Where a decision to dispense with the holding of AGM’s for a single member company is in force then the requirements in the main Act to lay Balance Sheet, Profit and Loss Accounts, Directors Report and Auditors Report before an AGM shall be satisfied where the accounts and reports are sent to the sole member.
The appropriate date for a company formed as single member company or a private company which becomes a single member company and takes a decision not to hold an AGM before the first AGM is due, the last date of the month in which the anniversary of its formation falls is the appropriate date.
For all other single member companies the appropriate date is the last date of the month in which the anniversary of the last AGM was held falls.