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The Companies Bill 2012

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The Companies Bill 2012 passed the report and final stages in the Seanad on the 30 September 2014. 164 amendments proposed by the Government were agreed to. Some of the key amendments made to the Bill are set out below:

  • where a person has been authorized to bind the Company generally the requirement to notify the registrar will be optional rather than mandatory. This section will be helpful to companies who may wish to appoint someone who is not a member of the board of directors to bind the company. They can still do so, and have the option of notifying the Registrar if they wish;
  • where the terms ‘holding company’ and ‘subsidiary’ have been defined in an agreement by reference to section 155 of the Companies Act 1963, the enactment of the Companies Bill will not affect this interpretation unless the parties agree otherwise;
  • a company can appoint a person to act as its attorney to execute deeds on its behalf without appointing the attorney under its common seal;
  • companies that avail of the audit exemption may be requested to allow access to the office of the director of corporate enforcement to their books and records to ensure that conditions qualifying the company for the audit exemption have been complied with;
  • an instrument of proxy or a power of attorney shall now be capable of being sent by electronic means to the registered office of the company; and
  • to transfer shares in an unlimited company the instrument of transfer will have to be signed by the transferor and the transferee.

The Companies Bill is now being sent back to Dáil Eireann for approval before it can be formally passed by both houses of the Oireachtas. After it has been passed, it will need to be commenced by Ministerial order made by Statutory Instrument to become law. This is unlikely to occur until the middle of next year.