European Communities (Branch Disclosures) Regulations, 1993

• Jurisdiction: Ireland
• Year: 1993
• Citation: IR SI 395/1993

S.I. No. 395 of 1993.
EUROPEAN COMMUNITIES (BRANCH DISCLOSURES) REGULATIONS, 1993.
I, RUAIRÍ QUINN, Minister for Enterprise and Employment, in exercise of the powers conferred on me by section 3 of the European Communities Act, 1972 (No. 27 of 1972), and for the purpose of giving effect to Council Directive No. 89/666/EEC of 21 December 1989(1), hereby make the following regulations:
PART I PRELIMINARY
	1 Citation, Commencement and Construction.	1. (1) These Regulations may be cited as the European Communities (Branch Disclosures) Regulations, 1993.
(2) These Regulations shall come into operation on the 1st day of February, 1994.
(3) These Regulations shall be construed as one with the Companies Acts, 1963 to 1990.
	2 Interpretation.	2. (1) In these Regulations, unless the context otherwise requires—
"accounting documents" means the documents referred to in Regulation 12;
"certified" means certified in the prescribed manner to be a true copy or a correct translation;
"company" in Part II of Part III, means a company to which that Part applies;
"financial year" in relation to a company, means the period for which the company draws up its accounts in accordance with the law of the country in which it is incorporated;
(1)OJ No. L395, 30.12.89, pp. 36-39.
"memorandum of articles of association" means the documents referred to in Regulations 4 (1) and 7 (1);
"the Principal Act" means the Companies Act, 1963 (No. 33 of 1963);
"the 1968 Directive" means Council Directive No. 68/151/EEC of 9 March 1968(2);
"the 1989 Directive" means Council Directive No. 89/666/EEC of 21 December, 1989(1).
(2) A word or expression that is used in these Regulations and is also used in the 1989 Directive shall, unless the contrary intention appears, have the same meaning in these Regulations as it has in the Directive concerned.
PART II BRANCHES OF COMPANIES FROM OTHER MEMBER STATES OF THE EUROPEAN COMMUNITIES
	3 Application of this Part.	3. This Part applies to a company—
( a ) to which article 1 of the 1968 Directive applies,
( b ) which is incorporated in another Member State of the European Communities, and
( c ) which establishes a branch in the State,
and references in this Part to a company shall be construed accordingly.
	4 Documents to be delivered to the Registrar.	4. (1) A company shall, within one month of the date of the establishment of a branch in the State, deliver to the registrar for registration a certified copy of the memorandum and articles of association or the charter, statutes or other instrument constituting or defining the constitution of the company.
(2) A company shall notify the registrar in the prescribed form of the following matters at the same time as the delivery of the matter referred to in paragraph (1), namely—
(1)OJ No. L395, 30.12.89, pp. 36-39.
(2)OJ No. L6, 14.3.68, pp. 8-12.
( a ) the name and legal form of the company and the name of the branch if that is different from the name of the company;
( b ) a certificate of incorporation of the company;
( c ) the address of the branch;
( d ) the activities of the branch;
( e ) the place of registration of the company and the number with which it is registered;
( f ) a list of the persons who are authorised to represent the company in accordance with Article 2.1 (e) of the 1989 Directive together with the following details relating to each such person:
(i) present forename and surname and any former forename and surname;
(ii) date of birth;
(iii) usual residential address;
(iv) nationality;
(v) business occupation, if any;
(vi) particulars of any other directorships of bodies corporate, whether incorporated in the State or elsewhere, held by that person, and
(vii) the extent of that person's powers in relation to the activities of the branch;
( g ) without prejudice to the generality of subparagraph (f), the name and addresses of some one or more persons resident in the State authorised to accept on behalf of the company service of process and any notices required to be served on the company;
( h ) without prejudice to the generality of subparagraph (f), the name and address of every person resident in the State authorised by the company to ensure compliance with the provisions of these Regulations together with a consent signed by each such person to act in this capacity;
( i ) copies of the latest accounting documents prepared in relation to a financial year of the company to have been publicly disclosed in accordance with the law of the State in which it is incorporated before the end of the period allowed for compliance with a paragraph (1) in respect of the branch, or if earlier, the date on which the company complies with paragraph (1) in respect of the branch.
(3) A company shall also deliver to the registrar for registration, under cover of the prescribed form, the following documents and notices within 14 days of the occurrence of the event concerned, namely—
( a ) any document making or evidencing an alteration in its memorandum or articles of association;
( b ) every amended text of its memorandum or articles of association;
( c ) notice of a change among the persons referred to in paragraphs (2) (f), (g), or (h) or in any of the particulars relating to such persons specifying the date of the change;
( d ) notice of a change in the address referred to in paragraph (2) (c) together with the new address of the branch;
( e ) notice of the winding-up of the company, the appointment of liquidators, particulars concerning them and their powers and the termination of the liquidation in accordance with disclosure by the company as provided for in Article 2 (1) (h), (j) and (k) of the 1968 Directive and particulars concerning insolvency proceedings, arrangements, compositions or any analogous proceedings to which the company is subject;
( f ) the closure of the branch.
(4) Subsection (15) of section 195 of the Principal Act, as inserted by section 51 of the Companies Act, 1990 , shall apply for the purposes of paragraph (2) ( f ).
	5 Letterheads.	5. (1) Every letter and order form used by a branch of a company shall bear the following particulars—
( a ) the place of registration of the company and the number with which it is registered;
( b ) the legal form of the company and the address of its registered office;
( c ) in the case of a company which is being wound up, the fact that that is so;
( d ) the place of registration of the branch and the number with which it is registered.
(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.
PART III BRANCHES OF COMPANIES FROM STATES OTHER THAN THOSE UNDER PART II
	6 Application of this Part.	6. This Part applies to a company—
( a ) which is incorporated outside the State, other than a company to which Part II applies,
( b ) which is of a legal form comparable to a company to which Article 1 of the 1968 Directive applies, and
( c ) which establishes a branch in the State,
and references in this Part to a company shall be construed accordingly.
	7 Documents to be delivered to the registrar.	7. (1) A company shall, within one month of the date of establishment of a branch in the State, deliver to the registrar for registration a certified copy of the memorandum and articles of association, or the charter, statutes or other instrument constituting or defining the constitution of the company.
(2) A company shall notify the registrar in the prescribed form of the following matters at the same time as the delivery of the matter referred to in paragraph (1), namely—
( a ) the name and legal form of the company, its principal place of business and its objects, where this information is not in the documents referred to in paragraph (1);
( b ) a certificate of incorporation of the company;
( c ) the address of the branch;
( d ) the activities of the branch;
( e ) the name of the branch if that is different from the name of the company;
( f ) the State in which the company is incorporated and, where the law of that State so provides, the place of registration of the company and the number with which it is registered;
( g ) a list of the persons who are authorised to represent the company in accordance with Article 8 (h) of the 1989 Directive together with the following details relating to each such person:
(i) present forename and surname and any former forename and surname;
(ii) date of birth;
(iii) usual residential address;
(iv) nationality;
(v) business occupation, if any;
(vi) particulars of any other directorships of bodies corporate, whether incorporated in the State or elsewhere, held by that person, and
(vii) the extent of that person's powers in relation to the activities of the branch together with a statement whether that person may represent the company alone or jointly with any other person or persons;
( h ) without prejudice to the generality of subparagraph (g), the names and addresses of some one or more persons resident in the State authorised to accept on behalf of the company service of process and any notices required to be served on the company;
( i ) without prejudice to the generality of...