The Gazette 1990

GAZETTE

PRIL

1990

THE HIGH COURT

In the matter of Owen Carty, a solicitor, who formerly practised

under the style and title of Owen Carty & Co., at Irishtown, Athlone,

and Moate, Co. Westmeath, and in the matter of the Solicitors Acts

1954 and 1960.

By Order of the President of the High Court on Monday, the 23rd

day of April 1990, the name of Owen Carty was struck off the Roll

of Solicitors.

Dated this 27th day of April 1990.

PATRICK J OS E PH CONNOLLY,

Registrar of Solicitors

Architects' Certificates of

Compliance

A recommendation was published

in the

Gazette

in December 1979

whereby the profession was ad-

vised that Architects Certificates of

Compliance with the Conditions in

the Planning Permission and/or

Bye Law Approvals should not

normally be sought prior to 1970

and in the

Gazette

of August 1989

it was suggested that the date be

changed to 1975. It has come to

the attention of the Conveyancing

Committee of the Law Society that

a number of practitioners are un-

aware of the fact that this recom-

mendation does not refer to the

following:

(a) Commerical or industrial

properties.

(b) Any alteration or extension to

any

premises since 1st of

October 1964 which would

require Planning Permission

and/or Bye Law Approval.

It is not clear from General

Condition 36 of the current edition

of the Law Society Contract for

Sale that this recommendation

does not relate to commercial

properties. The contract is currently

under review and the condition will

be suitably amended in the next

edition.

•

Conveyancing Committee

The Companies (Amendment)

Act, 1986 ("the Ac t ")

Guarantee of subsidiary

company's debts/Section 17

A private limited company which is

a subsidiary of another body

corporate formed and registered in

a Member State of the EC is ex-

empted from the requirement of

filing accounts with the Registrar of

Companies provided that the fol-

lowing conditions are satisfied: —

1. Every shareholder at the time of

the next Annual General

Meeting of the Company after

the end of the financial year

must agree to the exemption.

2. The parent company must irre-

vocably guarantee the liabilities

of the company and each

shareholder of the company

must be so notified. In this

regard, it should be noted that

a guarantee would extend to all

liabilities and losses which have

arisen or are likely to arise in

respect of the financial year to

which the accounts relate.

3. The annual accounts of the

company for the financial year

must be consolidated into group

accounts prepared by the

parent company. The exemption

must be disclosed in a note to

the group accounts.

4. The company must attach to

the annual return a note stating

that it has availed of the ex-

emption, a copy of the

guarantee and notification to

shareholders together with a

declaration by the company in

writing that paragraph 1 (share-

holders consent) has been

complied with. Such docu-

ments must be annexed to the

Annual Return for that financial

year made by the company

under the Companies Act,

1963.

5. The group accounts must be

drawn up in accordance with

the 4th EC Directive.

6. The group accounts for the

parent company must be

attached to the Annual Return

and must be audited in

accordance with the auditing

terms set out in Article 51 of

the 4th Directive.

It should be noted that the

Minister may make such orders as

necessary to enable provisions

regarding subsidiaries to have full

effect.

The Company Law Committee

obtained an opinion from Senior

Counsel in regard to the difficulties

which have arisen under Section 17

of the Act.

The

difficulties

may

summarised as follows: —

1. When should the guarantee be

executed by the

parent

company?

2. Is a guarantee valid if not

addressed to any particular

party? The concept of the

global guarantee.

3. The text of the guarantee.

In regard to 1, Senior Counsel's

opinion states as follows: —

" So far as the timing is

concerned, therefore, I do not

consider that it is necessary that

the guarantee should already be

in existence prior to the

commencement of the financial

year. Nor do I think it has to be

executed during the course of

the financial year. It can, in my

view, be given even after the end

of the financial year".

In regard to 2, Senior Counsel is

of the general opinion that one

must take into account that

Section 17 of the Act owes its

origin to the 4th Council Directive

on Company Accounts (78/660/

EEC) of 25th July, 1978 and

particularly to Article 57 of that

Directive. Senior Counsel believes

that what will probably happen in

the event of a guarantee becoming

applicable would be that the Court

in Ireland would look

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