Company Law
What the FE-1 Company Law domain tests
The FE-1 Company Law domain examines Irish company law under the Companies Act 2014: incorporation, separate legal personality, company types, the constitution, directors’ duties, minority protection, charges and insolvency. Questions reward precise statutory and case-law anchors, not general business knowledge.
Core rules
- Incorporation and personality: On registration with the CRO, a company becomes a body corporate with separate legal personality (Salomon v Salomon & Co Ltd [1897] AC 22). Shareholders’ liability is limited to unpaid share capital; directors and third parties may still be liable for their own acts.
- Company types: Know the LTD, DAC, PLC, CLG and unlimited company. An LTD has a single-document constitution and may have one director, but where there is a sole director a separate secretary is required.
- Constitution: For an LTD the constitution replaces the old memorandum and articles; amendment normally requires a special resolution (75%).
- Directors’ duties: Part 5 codifies duties, including acting in good faith in the company’s interests (s.227) and care, skill, avoiding conflicts and not accepting secret profits (s.228).
- Minority remedies: Consider the s.212 oppression remedy, derivative actions and just-and-equitable winding up.
- Charges: Register with the CRO within 21 days of creation; late registration is void against a liquidator and creditors.
Worked example
An LTD creates a fixed charge over its premises on 1 March but delivers it to the CRO on 30 March. The company later enters liquidation. The charge is void against the liquidator: the 21-day period expired on 22 March. The debt survives, but the charge loses priority; the director responsible may also have breached the duty of care.
Traps that cost marks
Do not treat the company as the shareholders’ agent or alter ego - that contradicts Salomon. Do not import UK Companies Act 2006 rules. Do not assume every company can have one director. Do not ignore the 21-day charge deadline. Do not state directors’ duties in the abstract without linking them to Part 5.