The Gazette 1973

Proposed Regulations to give effect to EEC Requirements on Company Law European Communities (Companies) Order 1973 S.I. No. 163, 1973 Scope of the proposed Regulations Publication in Iris Oifigiúil The Regulations will impose on companies an obli- gation to publish a notice in Iris Oifigiúil when the following documents and particulars have been de- livered to or issued by the Registrar :

The Regulations will apply to companies registered under the Companies Act, 1963 with limited liability and to unregistered companies with limited liability to which Section 377(1) of the Companies Act, 1963 applies. The Regulations will not apply to unlimited companies. The purpose of the proposed Regulations is to give effect to an E.E.C. Directive adopted by the Council in 1968 which provides for the harmonisation throughout the Community of safeguards for members and other persons dealing with a company. Many requirements of the Directive are already provided for in the Com- panies Act, 1963 and the Regulations will give effect only to those requirements not already provided for. In the case of unregistered companies, the Act applies only to a very limited extent and the Regulations will apply to such companies various other provisions of the Act. The Regulations will take effect from 1 July 1973. Information on Business Letters and Order Forms Order forms should be taken as meaning forms which a company makes available for other persons to order goods or services from it, including newspaper coupons but not invoices or delivery notes. Business letters and order forms must show : (1) The place of registration of the company, e.g., "Registered in Dublin, Ireland". (2) The number under which the company is regis- tered, i.e., the number on the Certificate of Incor- poration or, in the case of an unregistered com- pany, the number under which its documents of constitution are registered in the Companies Regis- tration Office. (3) The address of the registered office. Where this is already shown the fact that it is the registered office must be indicated. Where the address shown is not that of the registered office, then the address of the registered office must be stated. (4) In the case o fa company exempt from using the word "limited" or "teoranta" in its name, the fact that it is a limited company. This applies to a company holding a licence under Section 24 of the Companies Act, 1963 or previous Acts to omit the word "limited" or "teoranta" in its name and to an unregistered company. The Regulations do not, however, alter the right of such a company to omit the word "limited" or "teoranta" in its name. (5) Where a company is being wound up, the fact that it is so. (6) Paid up share capital. This is not obligatory but where there is a reference to the share capital it must be to the paid up share capital. The additional information may be printed, typed or stamped but most companies will find it more con- venient to have the information printed when new supplies of business letters and order forms are being requisitioned.

(a) any certificate of incorporation of the company; (b) the memorandum and articles of association, or the charter, statutes or other instrument constitut- ing or defining the constitution of the company (in the regulations included in the term "memorandum and articles of association"); (c) any document making or evidencing an alteration however slight in its memorandum or articles of association; (d) every amended text of its memorandum and articles of association, however slight; (e) any return relating to its register of directors, or notification of a change among its directors; (f) any return relating to the persons, other than the board of directors, authorised to enter into trans- actions binding the company, or notification of a change among such persons; (g) its annual return; (h) any notice of the situation of its registered office, or of any change therein; (i) any copy of a winding up order in respect of the company; (j) any order for the dissolution of the company on a winding up; (k) any return by a liquidator of the final meeting of the company on a winding up. In general, a company may not rely on such docu- ments or particulars against third parties until the notice in Iris Oifigiúil has been published. Although the responsibility for publication rests with individual companies, the Registrar, as a service to companies, will arrange for such publication in Iris Oifigiúil. The Registrar has no obligation to do this and he accepts no responsibility for omissions or errors in publication. The onus is on individual companies to satisfy them- selves that correct publication has been effected. Alterations in Memorandum and Articles of Association Where a company alters its Memorandum or Articles after the commencement of the Regulations it must deliver to the Registrar in addition to the alteration a copy of the text of the Memorandum and Articles as so altered. This does not apply in respect of alterations effected before the commencement of the Regulations and a company is not obliged to deliver the amended text in regard to such alterations. An unregistered com- pany must, within one month from the commencement of the Regulations or within one month of its incor- poration, as the case may be, deliver to the Registrar a certified copy of its documents o fconstitution as amended to date. This Order may be obtained from Government Publi- cations Sales Office, Henry St. Arcade, Dublin 1, for 4p and postage. 174