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

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.

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 :

(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");

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.

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