Companies Bill 2012

by Helen Higgins Whelan

The end is in sight for long gestation period for company law reform in Ireland following publication of the Companies Bill 2012 (the “Bill”). Portrayed as the longest substantive bill in the history of the State, the Bill consolidates the 16 existing Companies Act 1963 – 2012.

The most common company type in Ireland, the private company limited by shares is for the first time central to companies’ legislation. The provisions of the Bill will now also follow the life-cycle of a company, from incorporation to on-going operation of the company to its closing down or winding up.

Some of the reforms include:

  • Single Director companies;
  • AGMs carried out by written procedure;
  • No requirement for Articles of Association or an objects clause – just a short single document constitution;
  • Directors duties will be codified in the Bill making the law more transparent and accessible;
  • Audit exemption will be extended to dormant companies; and
  • SME will be able to apply to the Circuit Court for examinership.

The Government says it is determined to make Ireland the best small country in the world in which to do business. The Bill has been introduced as a key part of the plan to reduce the administrative burdens imposed by Government on business. Whilst reform of company law was clearly required given the breath of regulation that had built up over the last fifty years, some have questioned whether the Bill leans too far towards ‘light touch’ regulation so heavily criticised in the recent financial storm.

For further information please contact Helen Higgins Whelan in O’Rourke Reid
Dial: +353 1 240 1200

This document is for information purposes only and does not purport to represent legal advice.  
© O’Rourke Reid 2013