Disclosure Requirements In Respect To Company Particulars

Author:Mr Karen Jennings
Profession:Dillon Eustace
 
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  1. Introduction

    Directive 2003/58/EC amending Directive 68/151/EEC (the

    "First Disclosure Directive") became effective on 1st

    April, 2007 having been transposed into Irish law by the

    European Communities (Companies) (Amendment) Regulations 2007

    (S.I. No. 49 of 2007) (the "Regulations").

  2. New Disclosure Requirements for Limited Liability

    Companies

    The Regulations extend the disclosure and publicity

    requirements set out in the First Disclosure Directive as

    implemented into Irish law pursuant to the European Communities

    (Companies) Regulations 1973, as amended, in respect of

    business letters and order forms of a company to electronic

    communications and websites. Therefore with effect from 1st

    April, 2007, every Irish limited liability company is required

    to display the following information on the company's

    website, business letters and on its order forms "whether

    they are in paper form or any other medium" (such as faxes

    and emails):

    (a) the name1and legal form of the company;

    (b) the place of registration of the company and its

    company number;

    (c) the address of the registered office of the

    company;

    (d) the fact that it is a limited company if it is exempt

    from the obligation to use the words "limited" or

    "teoranta" in its name;

    (e) in the case of a company that is being wound up, the

    fact that it is being wound up; and

    (f) if a reference is made therein to the share capital of

    the company, the reference shall be to the subscribed and

    paid up share capital2.

    Failure to comply with these obligations shall constitute a

    criminal offence punishable by a maximum fine of

    2,000.

    Pursuant to Section 196 of the Companies Act, 1963, the

    "headed paper" or "business letters" of an

    Irish limited liability company must also include the present

    (and any former) Christian name or initials and the surname of

    each director and the nationality of each director (if not

    Irish).

  3. Unlimited Liability Companies and Branches of Foreign

    Incorporated Companies

    The new requirements do not apply to unlimited liability

    companies, therefore the "headed paper" or

    "business letters" of such a company need only bear

    the name of the company, the present (and any former) Christian

    name or initials and the surname of each director and the

    nationality of each director (if not Irish).3

    Similarly the new requirements do not apply to an Irish branch

    of a foreign incorporated company, therefore every

    "letter" or "order form" used by the branch

    of such a company need only bear the...

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