Course Summary

Duration7 hours

PresenterDes O'Neill

Course Overview

This course covers the following sessions:

  • Session 1: Hot Topics for Co-Secs in 2019
  • Session 2: Incentivising Key Employees
  • Session 3: Company Transitions & Succession Planning
  • Session 4: Protecting the Future – Shareholders Agreements and Disputes
  • Session 5: Making Company Law Work For You
  • Session 6: New Legislation & Developments in 2019

Full details for each session can be found below.


Session 1: Hot Topics for Co-Secs in 2019

  • B1B’s
  • Correcting B1 before patch page
  • Correcting an incorrect B5 or possibly incorporation issues
  • B1X – Defective financial Statements; Beneficial ownership register
  • Section 363 CA
  • Asset transferred at amt different to market value
  • Section 185 Notifications;
  • MVL’s
  • Restoration to the register;
  • Golden shares – S.239 issues
  • Section 357 Guarantee
  • SAP 204 – reduction in capital
  • Distributable reserves

Session 2: Incentivising Key Employees

  • Types of incentives, shares & the rights to attach
  • Main share schemes & rules used in SME’s & Co. Sec considerations
  • Tax consequences
  • Tax reliefs on realisation of value
  • Bills currently in issue – to be implemented
  • New Acts enacted
  • Beneficial Ownership Register
  • Anti-Money Laundering Legislation
    • 2018 Enacted
    • 2019 Planned

Session 3: Company Transitions & Succession Planning

This course will illustrating the involvement of Company Secretarial & Co. Law in Company Transitions & Succession Planning, covering the following topics:

  • Management Buyout/Succession Planning
  • Bonus Issues
  • Subdivision/Re-designation of Shares
  • Incorporation of Sole trader to Company
  • The Acquisition Process – Co. Sec
  • Summary Approval Procedure
  • Requirement for directors’ declaration
  • SAP 203- Financial assistance for purchase of own shares/loans/guarantees to directors
  • Involvement of Co. Sec in Pre-Sale Planning
  • Possible Reliefs for Pre-Sale Restructuring
  • Tax matters – Sales of shares or assets
  • Share Buybacks/Redemptions
  • Share Buyback & Fresh Issue of Shares
  • SAP204 – Reduction in Company Capital
  • Excess Share Capital
  • Creation of Holding Co. – for Shareholders
  • Mergers

Session 4: Protecting the Future – Shareholders Agreements and Disputes

  • Disputes and Remedies Under Company Law
  • Directors & Shareholders
  • The Solutions and Resolution
  • Protecting the Future – Shareholders Agreements & Disputes
  • What is a Shareholders Agreement?
  • Advantages & Points to Remember
  • Contents of typical Shareholders Agreements

Session 5: Making Company Law Work For You

  • The Key Questions for YOU Running your Business
  • Firm Strategy & Culture
  • The Universal Accountancy Firm Strategy
  • The Register of Beneficial Ownership
  • Annual Returns or Annual Compliance?
  • Co Sec Reviews
  • Corporate Structuring & Re-Structuring
  • The End of Lock-Up – Debtors and WIP
  • The Built to Sell Strategy
  • Changing the Thinking

Session 6: New Legislation & Developments in 2019

  • Bills currently in issue – to be implemented
  • New Acts enacted
  • Beneficial Ownership Register
  • Anti-Money Laundering Legislation
    • 2018 Enacted
    • 2019 Planned

CPD Course Facilitators

Des O’Neill – Co-Founder and Managing Director, OmniPro

Having worked for a number of years in practice, Des O’Neill co-founded OmniPro to develop tools, techniques, products and services, empowering accountants to achieve their best. Over 15 years, he has grown the company to a multi-million-euro turnover business and established OmniPro as Ireland’s largest independent provider of CPD for accountants.

Des speaks regularly, at national and international fora, on practice development, auditing, accounting, company law and regulation. He is passionate about bringing innovation to the profession and empowering accountants to achieve what they want in their careers and practice.


John Murphy: Tax, Corporate Restructuring and Practice Support

As a lead member of our technical support team, John relishes problem-solving to help accountants develop innovative client solutions and sharing technical knowledge on tax, financial reporting and auditing.

A Chartered Tax Adviser, he advises clients in practice on a range of issues from income tax, tax planning, restructuring and exit planning to Revenue audits. In addition, he provides support on financial reporting, auditing and company law; conducts company valuations and advises on pre-sale restructuring.

John also plays a key role as a researcher and subject-matter expert in developing OmniPro information products such as the CompaniesAct2014.com and FRS102.com. As a speaker at OmniPro CPD events, he brings these industry-leading insights to accountants participating in our training programmes.