Statutory Instruments approved by the Minister for Jobs, Enterprise and Innovation.

Relates to KnowledgeBase Part 11: Winding Up / Voluntary Winding Up

A declaration pursuant to section 580(4) of the Companies Act shall have no effect for the purposes of the Act unless it is

(i) accompanied by a report that is addressed to the declarant company and contains, at least, relevant information in accordance with the headings set out below :

• Introductory paragraph identifying the directors’ declaration and accompanying documents to which the report relates;
• Statement on the responsibilities of directors;
• Statement on the responsibilities of statutory auditor;
• Scope of work performed by statutory auditor;
• Other relevant facts (if any) that the statutory auditor has relied on in reaching his/her opinion that the declaration is not unreasonable;
• The opinion of the statutory auditor that the declaration pursuant to section 580(4) is not unreasonable; and
• Date and signature of statutory auditor who having compiled the report pursuant to these Regulations has formed the opinion that the declaration pursuant to section 580(4) is not unreasonable.

and (ii) is drawn up by a person who is qualified at the time of making the report to be appointed, or continue to be, the statutory auditor of the company.

S.I. no. 217 of 2015

(Relates to KnowledgeBase section 208 references ?)

A declaration pursuant to section 204, 205 or 207 of the Companies Act shall have no effect for the purposes of the Companies Act unless it is

(i) is accompanied by a report that is addressed to the declarant company and contains, a least, relevant information in accordance with the headings set out below:

• Introductory paragraph identifying the directors’ declaration and accompanying documents to which the report relates;
• Statement on the responsibilities of directors;
• Statement on the responsibilities of statutory auditor;
• Scope of work performed by statutory auditor;
• Other relevant facts (if any) that the statutory auditor has relied on in reaching his/her opinion that the declaration is not unreasonable;
• The opinion of the statutory auditor that the declaration pursuant to section 204, 205 or 207 is not unreasonable (insert appropriate section reference to report); and
• Date and signature of statutory auditor who having compiled the report pursuant to these Regulations has formed the opinion that the declaration pursuant to section 204, 205 or 207 (insert appropriate section reference to report) is not unreasonable.
and (ii) is drawn up by a person who is qualified at the time of making the report to be appointed, or continue to be, the statutory auditor of the company.

S.I. no. 218 of 2015

Relevant to KnowledgeBase Part 11: Winding Up / Distribution

The account maintained by the Accountant under the control of the High Court in accordance with the Rules of the Superior Courts, and known as “The Companies Liquidation Account”, is prescribed as the account for the purpose of section 623 of the Companies Act.

S.I. no. 219 of 2015

Relevates to KnowledgeBase: Commentary on the Commencement Order

Article 3 of the Companies Act 2014 (Commencement) Order 2015 (S.I. No .169 of 2015) has been amended.

Paragraphs (a), (c) and (d) have been substituted by the following paragraphs:

“(a) section 4(1) in so far as it related to Part V of the Companies Act 1990 (No.33 of 1990) (being Part V of that Act to the extent that it remained in force on and from the commencement, on the 6th day of July 2005, of section 31 of the Investment Funds, Companies and Miscellaneous Provisions Act 2004 (No, 12 of 2015)),”, and
“(c) the provisions specified in Article 4(3),
(d) section 68(2), 981, 1191 and 1248 in so far as they related to securities (or interests in securities) that, before the 1st day of June 2015, were admitted to trading or listed on any market, whether a regulated market or not, in the State of elsewhere, and
(e) section 1325,”

S.I. no. 220 of 2015

(Relates to KnowledgeBase Part 11: Winding Up / Supplemental Provisions for Windings Up

There is a prescribed form set out in the Schedule for the purposes of section 682 of the Companies Act, which is referred to as the LIQUIDATOR’S REPORT UNDER SECTION 682 OF THE COMPANIES ACT 2014.

The following provisions of the Companies Act are added, but only in respect of a body referred to in section 1312 of the Companies Act that is a traded body within the meaning of subsections (5) and (6) of that section, to the list of the provisions specified in Schedule 14 to the Act of 2014:
(a) section 1114;
(b) sections 1085, 1086, 1087, 1094, 1095, 1096 and 1123; and
(c) Chapter 5 of Part 17.

S.I. no. 223 of 2015

Relates to KnowledgeBase Part 4: Corporate Governance / Vacation of office and register of directors and secretaries

If an application is being made to request the exemption of the usual residential address of an office of a company from appearing on the register then the following must be complied with:

(i)The request for an exemption is sent to the Registrar in an envelope marked “For the Attention of the Registrar” an is accompanied by the form, if any, specified for such purpose by the Registrar;
(ii) The application requesting an exemption in accordance with section 150 (11) is accompanied by a supporting statement from an office of the Garda Síochána not below the rank of a Chief Superintendent;
(iii) The statement contains a request that the usual residential address of a person who is an office of the company shall not appear on the register kept by the Registrar for reasons of personal safety or security.

Where an exemption has been granted under Regulation 4, the officer of the company shall enter the address of the registered office of the company on any document where required, within the meaning of section 896 of the Act of 2014 instead of his or her usual residential address.

A separate application requesting an exemption shall be sent to the Registrar in respect of each company that the officer of a company wishes to apply for an exemption pursuant to section 150 of the Act of 2014.

The inclusion of the usual residential address by officer of company on any form required by the Registrar, regardless of circumstance, will automatically cancel an exemption granted by the procedure set out in Regulation 4.

The exemption granted under Regulation 4 is only applicable to a particular person in his/her capacity as officer of the company.

S.I. no. 225 of 2015

A provision of the Principal Regulations (the “European Communities (Accounts) Regulations 1993 (S.I. No.396 of 1993)”)

A provision of the Principal Regulations shall cease to have effect on 1 June 2015 to the extent that it –
(a) imposes an obligation on an unlimited company to prepare accounts (whether individual or group accounts) or impress a requirement in respect of accounts (whether individual or group accounts) prepared or to be prepared by such a company, or
(b) otherwise makes provision in respect of accounts p(as above) prepared or to be prepared by an unlimited company.

A reference in Regulation 4 to accounts shall be deemed to include a reference to a directors’ report.

S.I. no. 224 of 2015

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