New Companies Bill

The New Companies Bill was published on 12^th December and consolidates the existing 16 Companies Acts which date from 1963 to 2012.  This publication could come into law in 2014.

The main benefit for new companies is the cost savings that they will benefit from.  The bill reduces red tape and will make the legislation easier to understand.

The main changes to the legislation is as follows:

• It will be possible to have only one director in the company.

• Under the new legislation, there will be no Objects Clause, in the Memorandum of Association.

• Audit Exemption availability will be extended to Dormant Companies and Group Companies.

• SME’s will be able to apply to the Circuit Court for Examinership.

• The current “Private Limited Company” will become known as a “Company Limited by Shares” or C.L.S.

• The company will no longer be required to hold an Annual General Meeting.  Instead , the company will be able to complete this by written procedure.

• A company will no longer need to draft Memorandum and Articles of Association.  Instead, the company will have a one document constitution.  The bill will contain provisions by default.

• There will be a new “Summary Approval Procedure”.  This will allow companies to perform certain activities by means of a directors declaration, and a Shareholders’ resolution.  Currently activities require a High Court approval.

• It will be easier for companies to change their company type.

• Under the bill, PLC’s, Guarantee Companies and Unlimited Companies will have dedicated parts which will improve the accessibility and visibility of the law for all users.

Contact Brian Dignam for more information. OSK are Ireland’s leading accountancy and auditing firm.