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Irish Companies Bill awaits President’s signature

16 December 2014 by Alexandra Jones

Irish Companies Bill awaits President’s signature - Read more

The Irish Companies Bill 2012 has passed the final stage before it is enacted into law later this month.

The Bill has been passed by both Houses of the Oireachtas and is now expected to be passed to the President to be signed as no further changes are to be made to it before it becomes law.

Once the Bill has passed this stage it will become known as the Companies Act – it will be the most substantial reform to Irish company law. 
 
The new laws are comprehensive and both consolidate and modernise all existing company law in Ireland. 

Most notably, the Bill retains the requirement for public and private companies in Ireland to have a company secretary, unlike the UK which eliminated this in 2006, demonstrating the importance of the role. 

This requirement obligates board level directors in all companies to ensure the person carrying out this function is appropriately qualified, which was once only a requirement for public companies.

Other features of the new law include:

  • Companies will not be required to hold a ‘physical’ AGM
  • Companies will not be required to have an ‘objects’ clause
  • Private companies will be able to participate in domestic mergers and divisions
  • Directors duties have been codified, making practices more transparent
  • Companies will only be required to have one director (two are currently required)
  • Dormant or guarantee companies (in voluntary or charity sectors) will be able to exempt themselves from audits
  • Companies will have a single-document constitution rather than Articles of Association

Peter Swabey, ICSA Policy and Research Director, commented: ‘This is an important and welcome development in Irish Company Law.  The new Bill consolidates and replaces seventeen existing Companies Acts enacted over the last forty years and contains a number of cost-cutting initiatives, building on the very latest thinking in corporate governance. 

‘Particularly important is the fact that the Irish Government has not repeated the mistake made by the UK Government in 2006 and has retained the critically important role of the company secretary for every Irish company, not just those who choose to have one. This provides all Irish companies and their owners with significant additional protection by obliging them to have an appropriately qualified officer responsible for the governance and compliance arrangements of the company.’

It is expected to come into effect on 1 June 2015 when all companies will be required to comply with the legislation.
 
For more information on the Bill, visit www.oireachtas.ie/

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