Galway Accountants GBS & Co assess the draft Companies Bill

Galway Accountants GBS & Co assess the draft Companies Bill
The Government has now issued a draft Companies Bill which is a very significant part of the reform of Irish Company Law. It is a massive piece of legislation containing at present 952 sections of law ranging from consolidating all the previous Companies Acts into one Act and also reforming the law in relation to Irish Companies. The draft Bill derives from recommendations made by the Company Law Review Group who published what is known as Pillar A and Pillar B documents. Pillar A deals with private companies limited by shares, and Pillar B deals with all other types of companies other than private companies limited by shares. The contents of Pillar A have formed the basis for the current draft Companies Bill, and it is proposed thatthe contents of Pillar B will be published by the Government in Autumn of 2012 which will complete the proposed legislation.

So what is proposed?

It is estimated that nine out of ten companies are private companies so the emphasis in the current draft Companies Bill is on these types of companies. There is so much change proposed that it will be impossible to cover all the contents. However the following is an attempt to give a flavor of what is coming down the tracks:

(1) A consolidation of all the previous 15 Companies Acts into one Act.

(2) Private Companies will have a single document constitution replacing the

existing Memorandum & Articles of Association.

(3) The Doctrine of ultra vies will no longer be relevant.

(4) Private Companies will be permitted to have only one director.

(5) Private Companies will be permitted to have written AGM’s where the

members consent to it.

(6) Directors’ common law and equitable duties will be codified.

(7) Company Law offences in the Bill will now be categorised on a scale of

1 to 4, where 1 is the most serious. The relevant punishment for those

found guilty of each category is set out in the draft Bill.

(8) Strike off’s and restoration will be put on a statutory footing.

For further information contact Accountants in Galway GBS & Co at