Companies Bill

Present Position

Parts 1 to 15 of the Companies Bill, which correspond to “Pillar A” of the General Scheme, have been drafted. Parts 1 to 15 contain all of the law relating to the most common company type in Ireland, the private company limited by shares. These parts comprise 952 sections, together with 6 Schedules, and represent over two-thirds of the entire Companies Bill.

The Minister for Jobs, Enterprise and Innovation has decided to publish Parts 1 to 15 in order to afford stakeholders, including business owners, practitioners, advisers and representative bodies, an opportunity to become familiar with the proposed new legislation.

Future Developments

It is expected that drafting of the remaining portion of the Bill, corresponding to “Pillar B” of the General Scheme, will be complete in mid-2012. Those parts of the Bill will contain the law applicable to all of the other company types, such as the public limited company (plc), guarantee companies, designated activity companies, and unlimited companies.

Parts 1 to 15 of the Companies Bill

The text of Parts 1 to 15 of the Companies Bill is available at the links below. The text can be downloaded as a single document comprising Parts 1 to 15, the arrangement of sections and the accompanying 6 Schedules (4.38 MB). Alternatively each Part is also available to download individually - please see the appropriate links below.

Parts 1 to 15 (including Forewords, an Arrangement of Sections and Schedules)

Foreword by Minister Bruton

Foreword by Dr. Thomas Courtney

Arrangement of Sections

Part 1 – Preliminary and General

Part 2 – Incorporation and Registration

Part 3 – Share Capital, Shares and Certain Other Instruments

Part 4 – Corporate Governance

Part 5 – Duties of Directors and Other Officers

Part 6 – Financial Statements Annual Return and Audit

Part 7 – Charges and Debentures

Part 8 – Receivers

Part 9 – Reorganisations, Acquisitions, Mergers and Divisions

Part 10 – Examinerships

Part 11 – Winding Up

Part 12 – Strike Off and Restoration

Part 13 – Investigations

Part 14 – Compliance and Enforcement

Part 15 – Functions of Registrar and Regulatory Advisory Bodies

Schedule 1 – Model Form of Constitution of a Private Company Limited by Shares

Schedule 2 – Repeals and Revocations

Schedule 3 – Accounting Principles, Form and Content of Entity Financial Statements

Schedule 4 – Accounting Principles, Form and Content of Group Financial Statements

Schedule 5 – List of Companies for the Purpose of Sections 139, 345 , 357, 500 and Relevant Provisions of Pillar B

Schedule 6 – Further Savings and Transitional Provisions