The Companies Bill 2012 has completed Second Stage of the legislative process in the Dáil. At 1,429 sections and 17 schedules, and covering more than 1,100 pages of text, the Bill is the largest single piece of legislation to come before the Dáil.
It condenses the current 17 Companies Acts and related company law provisions into a single comprehensive code of company legislation. Whilst many of the sections are merely a restatement of the current law, there are also a number of changes and some new provisions.
A significant portion of the Bill is dedicated entirely to the company limited by shares, or "CLS". It is intended that the CLS will become the company model of choice for the vast majority of private companies in Ireland. The remainder of the Bill sets out the law applying to other company types, namely public limited companies, guarantee companies, unlimited companies, investment companies and Designated Activity Companies (or DACs).
Notable Corporate Governance provisions in the Bill include the codification of director's duties, the introduction of a directors' compliance statement in larger companies and the removal of the need to have AGMs in CLS companies.
The Bill is expected to be scheduled for Committee Stage in the Dáil in the autumn of this year. It is as yet too early to say when the Bill will become law, but current indications are that it is unlikely to be enacted earlier than the last quarter of 2013, and indeed this may not occur until sometime in 2014. In addition, it is probable that, in common with other legislation, it will not be commenced (in other words, brought into force) for some months after enactment.