COMPANIES ACTS 1983-1990

Companies (Amendment) Act, 1983
The Companies (Amendment) Act, 1983 came into operation on 13th October 1983. However, apart from certain provisions relating to public limited companies many of its provisions did not come into general effect until 13th April 1985.

This piece of legislation incorporated the provisions of the Second E.C. Directive on Company Law. At the same time, it introduced certain fundamental changes, including the concept of the public limited company, and prohibited the future formation of a public company limited by guarantee with a share capital.

Companies (Amendment) Act, 1986
The Companies (Amendment) Act, 1986 implemented the E.C. Fourth Directive on Company Law. The Act, which came into operation on lst August 1986, applied to all limited companies except banks, hire-purchase companies, deposit taking and lending institutions and certain matters in relation to insurance companies.

Private companies with unlimited liability, certain charities and non-profit making companies were exempt from the provisions of the Act but, where appropriate, continue to be governed by the Companies Act, 1976, which required less information than the 1986 Act.

The new rules, as amended by subsequent legislation, applied to financial statements prepared by limited companies for financial years commencing after 31st December, 1986.

Companies (Amendment) Act, 1990
The Companies (Amendment) Act, 1990 introduced into Irish law the new role of Examiner. The legislation empowered the Court to appoint an Examiner to a company which is, or is likely to be, unable to pay its debts, where no resolution subsists for the winding up of the company and no order has been made for the winding up of the company.

The Examiner is appointed for the purpose of examining the state of the company’s affairs and performing such duties as may be given to him by the court.

A petition for the protection of the Court by way of appointment of an Examiner may be made by the company, its directors, any creditor, or contingent or prospective creditor, or by members of the company holding not less than one-tenth of the paid-up share capital conferring voting rights.

Although the powers of the board and of the shareholders in general meeting survive the appointment of an Examiner, he can apply to the court to have all or any of the directors’ powers conferred on him to the exclusion of the directors. Additionally, the court may appoint the Examiner to be liquidator of the company.

The Act requires the Examiner to make an initial report to the court within 21 days of his appointment and to submit formal proposals for the future of the company within a period of three months of his appointment. Such period may, however, be extended by the court for a further 30 days.

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