Companies Bill 2012
The Companies Bill 2012 was published on 21 December 2012 and just completed the report stage in the Dáil. The Bill constitutes the most exhaustive review of Irish company law ever taken and seeks to simplify existing company law, consolidate the numerous and voluminous existing Companies Acts and reform certain aspects of the existing law. Among the key provisions are:
- Full capacity for private companies meaning that they will have the same capacity as private persons. Effectively this will abolish of the doctrine of Ultra-Vires.
- The introduction of a one document constitution.
- Single Director Companies.
- The option of Written Resolutions instead of AGMs.
- Codification of Directors Duties.
- Summary approval procedure for capital reductions without court approval.
- Changes to the procedures dealing with the registration of charges in the Companies Registration Office.
- Changes to approval procedures relating to transactions involving directors and connected persons and financial assistance.
- Dedicated sections dealing with other types of company.
- Irish private companies will now be able to engage in mergers and divisions.
- Streamlining and categorisation of offences.
The Bill provides that existing private companies can either convert to a private company under the new Bill or convert to a designated actively company subject to prescribed transitional periods.
It is anticipated that the new Act will be signed into law by the end of 2014 although the commencement date could be considerably later. We will keep clients advised of any developments in this regard.