The Gazette 1991

GAZETTE

DECEMBER 1991

Certificates

1. [IT IS HEREBY CERTIFIED for the

purposes of Section 29 of the

Companies Act, 1990 that the

transaction hereby effected has

been approved by a resolution

passed (at an Extraordinary

General Meeting of the members

of [A/B being the holding

company of A]) or (as a written

resolution of the members of

[A/f3 being the holding company

of A])

2. [IT IS HEREBY CERTIFIED for the

purposes of Section 29 of the

Companies Act, 1990 that the

[vendor/purchaser] is not a

director or a person connected

with a director of A or its holding

company]

3. [IT IS HEREBY CERTIFIED for the

purposes of section 29 of the

Companies Act, 1990 that the

vendor and the purchaser are not

bodies corporate connected

with one another in a manner

wh i ch wou ld require this

transaction to be ratified by

resolution of either]

Conveyancing Committee

Company Guarantees

Section 31 Certificates

In making financial facilities

available to customers certain

financial institutions have adopted

a practice of requesting the

customer's solicitor to provide an

unqualified certificate that Section

31 of the Companies Act, 1990 has

been complied with. The Company

and Commercial Law Committee of

the Law Society recommend that

such certificates be given by

solicitors only where they are

absolutely certain as to the nature

of the inter-company shareholding

and that the effect of such

shareholding does not result in a

breach of Section 31. For example,

amongst other things, the solicitor

should be absolutely certain that

neither company is a shadow

director of the other.

Financial institutions and their

advisers are at liberty to seek

whatever certificates they deem

appropriate for their protection.

However, such certificates should

not be given by solicitors unless

they have a clear understanding of

the application of Sections 31 -

40 of the Companies Act, 1990

and have direct access to the share

registers of the appropriate

companies. Accordingly, extreme

cáution should be exercised in

giving such certificates.

Solicitors should be aware that

should they give such an

unqualified certificate and it

transpires t hat there was a

connection resulting in a breach of

Section 31, thereby rendering the

transaction voidable, the solicitor

giving the certificate could be

personally liable to make good to

the financial institution the total

sum involved.

Company Law Committee

•

Solicitors Bill Dominates

AGM

(Cont'd from page 418)

had not seen the light of day.

Maurice Curran also pointed out

that many of the provisions of the

Bill were merely enabling pro-

visions. It had been thirty years

since the last piece of legislation

dealing with the profession had

been enacted; the Society had

sought a number of flexible pro-

visions that would give the Society

freedom to deal with developments

in the future as required.

At the meeting there was general

support for the idea of holding a

special annual general meeting to

deal in more detail with the views of

members of the profession on the

Bill. The Council of the Law Society

at its meeting the following day,

decided to stage a special AGM on

Tuesday, 3 December, 1991, which

was due to take place as this issue

of the

Gazette

went to press.

•

At a dinner of the Mayo Bar Association to honour Joseph M. King, Michael

J. Egan and Moya O'Connor, all of whom qualified over 50 years ago were:

seated left to right— Judge John Garavan, Michael J. Egan, solicitor, Moya

O'Connor, solicitor, Donai Binchy, then President of the Law Society, Joseph

M. King, solicitor. Judge John Cassidy. Standing left to right— Judge Patrick

Brennan, Patrick U. Murphy, County Registrar, Bernard Daly, Retired County

Registrar, Patrick Moran, President of the Mayo Solicitor's Bar Association,

Noel Ryan, Director Genera/ of the Law Society, Judge Jariath Ruane.

Mayo Bar Association Dinner

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