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Limited Liability

Limited Liability. Types of Company in Ireland. Private Company Limited By Shares (LTD); Designated Activity Company Limited by Shares; Company Limited By Guarantee; Public Limited Company (Plc); Unlimited Company, Single Member; Company, Unlimited Company, UCIT ….

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Limited Liability

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  1. Limited Liability

  2. Types of Company in Ireland • Private Company Limited By Shares (LTD); • Designated Activity Company Limited by Shares; • Company Limited By Guarantee; • Public Limited Company (Plc); • Unlimited Company, Single Member; Company, Unlimited Company, UCIT…

  3. Types of Company in Ireland • 90% of Irish companies are small private companies limited by shares • Until June of this year, with the commencement of the Companies Act, 2015 (“CA 2015”), these were governed by 17 statutes, 15 Statutory Instruments and disparate common law principles

  4. Corporate Personality • Salomon v Salomon & Co Ltd [1897] AC 22 • “… The company is at law a different person altogether from the subscribers to the memorandum; and, although it may be that after incorporation the business is precisely the same as it was before, and the same persons are managers, and the same hands receive the profits the company is not in law an agent of the subscribers or trustee for them.”

  5. Exceptions to Salomon • Fraudulent, illegal or improper use: • Gilford Motor Co. Ltd. V Horne [1933] Ch 939 • Company acting as agent of another – esp. Parent company: • Smith, Stone and Knight Ltd. v. Birmingham Corporation [1939] 4 All ER 116

  6. Exceptions to Salomon • Group of companies can be seen as a single economic entity: • D.H.N Ltd v Tower Hamlet Borough Council [1976] 3 All ER 462 • “This group is virtually the same as a partnership in which all the three companies are partners. They should not be treated separately so as to be defeated on a technical point. They should not be deprived of the compensation which should justly be payable for disturbance. The three companies should, for present purposes, be treated as one and the parent company, D.H.N., should be treated as that one.”

  7. Exceptions to Salomon • Legal rule or principle requires attribution of human characteristics to a company: • Residence: • De Beers Consolidated Mines Ltd. v. Howe [1906] AC 455 Here the Court looked at where a company was really being run from in order to determine where a company was resident • Criminal Intent: • R. v P&O Europe Ferries (Dover) (1991) CR. App R 72 Here a company was prosecuted for the death of a number of people in a Ferry/Hover Craft accident. In order to establish what the criminal intent of the company was the Court looked towards the behaviour of the Directors.

  8. Exceptions to Salomon • Constitutional Rights: • Quinn’s Supermarket Ltd. v. A.G. [1972] IR 1. Here the Court held that a limited company did not enjoy constitutional rights the way a private citizen does • Private Motorists’ Provident Society v. Attorney General [1983] IR 339 Here the Court held that while companies themselves don’t have Constitutional rights their shareholders do have Constitutional Rights • Iarnród Eireann v. Ireland [1996] 3 IR 321. Here the Courts finally recognised that Companies must be allow at the very least have Constitutional Property Rights seeing as they are legally allowed to own property

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