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GAZETTE
JANUARY/ FEBRUARY 1984
at the same time as the abolition of the 'exempt private
company' so that all private companies had to file annual
accounts with the Companies Office in the U.K., many
small private companies re-registered as unlimited so as
to avoid these provisions. Given that personal guarantees
were, and still are, required from proprietors of small
limited companies from lenders or large suppliers, the
benefits of limited liability were largely illusory. It
remains to be seen whether or not any number of
companies will make use of this provision in the face of
the other provisions of this Act and of the (hopefully)
imminent legislation implementing the Fourth Company
Law Directive of the E.E.C. (which will introduce into
this country a requirement for private companies to file
annual accounts).
Re-registration must be applied for on the appropriate
form (Form 84) signed by a director or the secretary and
accompanied by:
(a) Memo r a ndum and Articles of Association,
amended as appropriate, depending on whether the
company has registered Articles previously (as
opposed to simply having adopted, or relying upon
the deemed application of, Table A) and is or is not
to have a share capital;
(b) Form 85, containing a form of assent to the re-regis-
tration by or on behalf of all members;
(c) a Statutory declaration made by the directors to the
effect that the persons by whom or on whose behalf
the Form 85 assent is subscribed constitute the
whole of the membership, and, that the directors
have taken all reasonable steps to satisfy themselves
that any person subscribing on behalf of a member
was legally empowered to do so.
Established leaders in
P R O F E S S I O N AL I NDEMN I TY
Facilities available for I NDEMN I TY L IMI TS
up to £10.000.000 ANY ONE
C L A IM O T H E RW I SE I J NL I M I T FD IN
P E R I OD O F I N S URANCE
HIGHER LIMITS ON
REQUEST
COMBINED LIABILITIE S INSURANC E
Far MiMbtrs at tba lacarpantad law Society at Iralaad
EFFECTED THROUGH
IRISH UNDERWRITIN G AGENCIES LTD.
Telephone
766176
Registered Office (Reg.
No. 29305) 3 Fitzwilliam Place, Dublin 2.
Re-registration takes place when the Registrar issues a
Certificate of Incorporation appropriate to the status
being assumed by the company. Such certificate is, again,
conclusive evidence that all requirements have been
complied with.
Past members of a company which has re-registered
under Section 52 will not have to contribute, on a
winding-up, more than they would have been liable to do
so if the company had not re-registered, unless, of course,
they become members again at some time after re-
registration.
Section 53 introduces a new procedure, replacing the
provisions of Section 20 of the 1963 Act, whereby an
unlimited company may re-register as a limited company.
Section 53(7)(a) provides that, notwithstanding Section
207(I)(a) of the 1963 Act (which provides that a past
member of a company shall not be liable to contribute any
assets to a company in a winding-up if he has ceased to be
a member for one year or more before the commencement
of the winding-up) a past member of an unlimited
company who was a member on re-registration of that
company as limited, will be liable to contribute without
limit to the assets of a company in respect of its debts and
liabilities contracted before that time if the winding-up
commences within three years of re-registration.
Section 207(I)(c) of the 1963 Act provides that no past
member is liable to contribute unless it appears to the
Court, on an application in this regard by a liquidator,
that the existing members are unable to satisfy the
contributions required. Section 53(7)(b) of the 1983 Act,
however, provides that notwithstanding that sub-section
(but subject to Section 53(7)(a)) where no persons who
were members of the company on re-registration are
existing members at the commencement of a winding-up),
any person who on re-registration was a present or past
member is liable to contribute without limit despite the
fact the existing members have fully contributed as
required by law.
Miscellaneous
Part VI of the Act contains miscellaneous provisions.
The most important is that in Section 56, which makes it
an offence for a person who is not a public limited
company (or an old public company after the end of the
general transitional period) who carries on a trade,
profession or business using a name having as its last part!
either in full or abbreviated form, "p.I.e." or "c.p.t.".
There are transitional provisions, however, whereby an
old public company, having applied for re-registration
under Section 12, may use either "limited" or "p.l.c." (in
any of their forms) on its Common Seal and letterheads
for a period of twelve months after re-registration and
may, for a period of three years thereafter, use either form
on its premises.
The penal provisions do not apply to external
companies to which Part XI of the 1963 Act applies and
which would be entitled to register as a p.l.c. if registered
in the State.
Section 58 provides that a public limited company may
no longer apply, under Section 24 of the 1963 Act, for a
licence to dispense with 'limited' in its name. Any existing
Section 14 licence shall cease to apply on re-registration.
Careful reference should also be made to the First and
Third Schedule to the Act which make amendments or
modifications to the 1963 Act, only the most important of
which have been referred to in these Articles.
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