Law Fundamentals

Introduction

Contract Law: Forming a Contract

2.1 Describe the necessary elements in making a valid contract

2.2 Outline the main terms of a contract

2.3 Determine a person’s capacity to enter into binding contracts

Contract Law: Ending a Contract

3.1 Identify whether or not a contract is invalid

3.2 Identify whether or not a contract is unenforceable

3.3 Identify the remedies available for breach of contract

3.4 Describe the various ways the law may regard a contract as discharged

Land Law

4.1 Classify the rights, interests and types of ownership in land

4.2 Describe the different transfers of ownership that can occur

Basics of Company Law

5.1 Outline what is meant by a company, under Irish company law

5.2 Describe the key principles of Corporate Governance

5.3 Define terms associated with forming companies

5.4 Compare and contrast company types under CA 2014

5.5 List the documents needed to form a company

5.6 Explain the Nature of a share in a company

5.7 Describe the legal relationship between companies and their shareholders

5.8 Outline how a company can convert to a different type of company

5.9 Contrast the typical governance procedures of a private company and a public company

5.10 Outline how a company’s agents may bind it

Memorandum and Articles of Association

6.1 Outline the purpose of a company’s Constitution

6.2 Describe the standard content of the company Constitution and the purpose of each clause

6.3 Explain the ultra vires rule, as amended by legislation

6.4 Describe how the company Constitution can be altered

Appendix 1: Prescribed Form Constitution under CA 2014

Appendix 2: Prescribed Form Constitution for an LTD under CA 2014

Shares and Share Capital

7.1 Outline the main categories of share capital

7.2 Describe how a company can increase its share capital

7.3 Set out the rules affecting the issue of shares

7.4 Describe the process by which shares may be transferred

7.5 Describe a company’s capital maintenance obligations and the consequences of non-compliance

Meetings and Proceedings

8.1 Explain the purpose of annual and extraordinary shareholder meetings

8.2 Identify when a shareholder meeting must be held

8.3 Describe how decisions are made at shareholder meetings

Directors Duties/Directors of a Company

9.1 Identify who is eligible to be a director of an Irish company

9.2 Describe how directors are appointed and how they retire or are removed

9.3 Describe the powers of directors

9.4 Describe the duties of directors

9.5 Identify to whom directors owe the duties

9.6 Outline the different types of directors

9.7 Describe the role of the Director of Corporate Enforcement

Company Compliance Obligations

10.1 Understand the categorisation of Offences under Companies Act 2014

10.2 Describe the company’s duty to maintain proper books of account

10.3 Describe the company’s duty to prepare annual financial statements

10.4 Describe the statutory obligation to make an annual return and the penalty for failure to comply

10.5 Describe the transactions that must be reported in an annual return, and the timing of the filing of an annual return

10.6 Describe foreign companies registration and filing requirements in Ireland

Strike-off Provisions of Company Law

11.1 Describe how companies can be subject to strike-off

11.2 Outline the legal effect of a strike-off

11.3 Outline how a strike-off can be reversed

Borrowing and Security

12.1 Outline the legal issues surrounding personal bankruptcy