S.I. No. 163/1973 - European Communities (Companies) Regulations, 1973

S.I. No. 163 of 1973.

EUROPEAN COMMUNITIES (COMPANIES) REGULATIONS, 1973.

The Minister for Industry and Commerce, in exercise of the powers conferred on a Minister of State by section 3 of the European Communities Act, 1972 (No. 27 of 1972), and to give effect to the Council Directive of the European Communities of 9 March, 1968 (68/151/ EEC), hereby makes the following regulations:

1 Citation and commencement

1.

1. These regulations may be cited as the European Communities (Companies) Regulations, 1973, and shall come into operation on the 1st day of July, 1973.

2 Construction

2.

2. These regulations shall be construed as one with the Companies Act, 1963 (No. 33 of 1963), in these regulations referred to as "the Act".

3 Application

3.

3. These regulations apply to every company, being a company registered under the Act with limited liability or an unregistered company with limited liability to which certain provisions are applied by section 377 (1) of the Act, and the terms "company" and "unregistered company" shall be construed accordingly.

4 Publication of notices

4.

4. (1) A company shall publish in Iris Oifigiúil notice of the delivery to or the issue by the registrar of companies after the commencement of these regulations of the following documents and particulars—

• (a) any certificate of incorporation of the company;

• (b) the memorandum and articles of association, or the charter, statutes or other instrument constituting or defining the constitution of the company (in these regulations included in the term "memorandum and articles of association");

• (c) any document making or evidencing an alteration in its memorandum or articles of association;

• (d) every amended text of its memorandum and articles of association;

• (e) any return relating to its register of directors or notification of a change among its directors;

• (f) any return relating to the persons, other than the board of directors, authorised to enter into transactions binding the company, or notification of a change among such persons;

• (g) its annual return;

• (h) any notice of the situation of its registered office, or of any change therein;

• (i) any copy of a winding up order in respect of the company;

• (j) any order for the dissolution of the company on a winding up;

• (k) any return by a liquidator of the final meeting of the company on a winding up.

• (2) A notice shall be published within six weeks of the relevant delivery or issue.

• (3) In a voluntary winding up, the liquidator shall within 14 days after his appointment publish in Iris Oifigiúil a notice of his appointment in addition to delivering notice to the registrar of companies as required by section 278 of the Act.

5 Text of altered memorandum and articles

5.

5. Where any alteration is made in a company's memorandum or articles of association, notice of which the company is required to publish under Regulation 4, the company shall deliver to the registrar of companies, in addition to the alteration, a copy of the text of the memorandum and articles as so altered.

6 Organs authorised to bind company

6.

6. (1) In favour of a person dealing with a company in good faith, any transaction entered into by any organ of the company, being its board of directors or any person registered under these regulations as a person authorised to bind the company, shall be deemed to be within the capacity of the company and any limitation of the powers of that board or person, whether imposed by the memorandum or articles of association or otherwise, may not be relied upon as against any person so dealing with the company.

• (2) Any such person shall be presumed to have acted in good faith unless the contrary is proved.

• (3) For the purpose of this Regulation, the registration of a person authorised to bind the company shall be effected by delivering to the registrar of companies a notice giving the name and description of the person concerned.

7 Registration of unregistered companies

7.

7. (1) Every unregistered company shall, within one month after the commencement of these regulations or, if it is incorporated after such commencement, within one month of its incorporation, deliver to the registrar of companies for registration a certified copy of the memorandum and articles of association of the company as amended to date.

• (2) The company shall publish in Iris Oifigiúil notice of the delivery of all documents required to be delivered under paragraph (1), stating in the notice the name of the company, the description of the document and the date of delivery.

8 Application of Act to unregistered companies

8.

8. (1) The provisions specified in the second column of the Ninth Schedule to the Act shall apply to unregistered companies as they apply to companies generally, notwithstanding anything to the contrary in the third column of that Schedule.

• (2) In addition to the provisions specified in the Ninth Schedule, the provisions of the Act specified in the following Table shall apply to unregistered companies with necessary modifications.

TABLE

9 Letter heads

9.

9. (1) Every company shall have the following particulars on its letters and order forms—

• (a) the place of registration of the company and the number with which it is registered;

• (b) the address of the registered office;

• (c) in the case of a company exempt from the obligation to use the word "limited" or "teoranta" as part of its name, the fact that it is a limited company;

• (d) in the case of a company which is being wound up, the fact that it is so.

• (2) If on any letters or order forms there is reference to the share capital of the company, the reference shall be to the paid-up share capital.

10 Failure to notify documents

10.

10. The documents and particulars, notice of which is required by these regulations to be published in Iris Oifigiúil, may not be relied upon by the company as against any other person until after such publication unless the company proves that such person had knowledge of them. However, with regard to transactions taking place before the sixteenth day after the date of publication, they shall not be relied upon against a person who proves that it was impossible for him to have had knowledge of them.

11 Extension of time for delivery of documents

11.

11. The court may by order at any time extend the time for delivery of documents under these regulations for such period as the court may think proper.

12 Penalties

12.

12. Where a company makes default in publishing a notice of its annual return as required by Regulation 4 or fails to comply with Regulation 9, the company and every officer of the company who is in default shall be liable to a fine not exceeding £100.

GIVEN under my Official Seal, this 20th day of June, 1973.

JUSTIN KEATING,

Minister for Industry and

Commerce.

EXPLANATORY NOTE.

These Regulations give effect to Council Directive of the European Communities of 9th March, 1968 (68/151/EEC). The Regulations, which apply to companies including unregistered companies with limited liability, provide for the official notification by companies of certain registered documents and particulars by means of publication in Iris Oifigiúil and for the publication of additional information on a company's business letters and order forms. They also modify the ultra vires rule in regard to the board of directors or any person authorised to bind a company. The Regulations extend to unregistered companies certain provisions of the Companies Act, 1963 .