Companies Bill 2012

The Companies Bill 2012 is due to be enacted in the near future, the bill will consolidate the existing Irish company legislation (1963 to 2013). The rationale for the Bill is to simplify the obligations of a smaller company by introducing a new model private company limited by shares and to also make the company law requirements easier for all to understand.

Arrangement of the new Bill

  1. Parts 1-15 are to cover the new model private Company Limited by Shares (CLS)
  2. Part 16-25 are to cover all other types of company, which include:
    • Designated Activity Companies (DACs)
    • Public Limited Companies
    • Guarantee Companies
    • Unlimited Companies
    • External Companies
    • Unregistered Companies

Key points of the new Bill

  • New model private Company Limited by Shares (CLS)
  • New name Designated Activity Companies (DACs)
  • Directors’ common law fiduciary duties are to be codified
  • Company law offences will be categorised on a scale of 1 to 4
  • Any persons authorised to bind the company must be registered with the Company Registration Office
  • Introduction of new Summary Approval Procedure which will remove the current requirement to go to Court for certain transactions including share capital reorganisations, the provision of financial assistance and members voluntary liquidations
  • Domestic mergers and divisions of private Irish companies permitted for first time
  • Written resolutions may be passed by the requisite majority of members

What questions do you have?

We are happy to help. Please post your comment below or call Louise Edwards on 01 677 9000. Alternatively, send her an email: ledwards@cooneycarey.ie

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