The Irish Government has today published a complete draft of the proposed new Companies Bill (the “Bill”), which, when enacted, will consolidate and reform existing Irish company law.  This follows the publication in 2011 of an initial draft of parts 1 to 15 of the Bill which dealt exclusively with the private company limited by shares (or “CLS”).  The Bill contains updated provisions in relation to the CLS, reflecting recommendations arising from an on-going consultation process led by the Irish Company Law Review Group (“CLRG”).  It also contains the law applicable to all other company types, such as the public limited company, guarantee companies, designated activity companies and unlimited companies. 

Matheson has been actively involved in the progression of this new legislation which has been led primarily by the work of the CLRG (of which Deirdre-Ann Barr, a Matheson partner, is a member).  We have also been proactive in our submissions and consultations on the new provisions.  We have placed a particular emphasis on those issues we have discussed with many of our clients and which often have a critical bearing on the feasibility of various strategies or restructurings that have been undertaken in the past. 

Positive reforms envisaged by the Bill include the establishment of an omnibus statutory validation procedure for certain activities (such as transactions with directors, financial assistance, capital reductions and solvent windings up) and the establishment of a domestic merger regime for CLS.  Changes such as these will help to clarify, simplify and enhance the existing Irish company law framework, making it easier for companies to do business in and through Ireland.  The publication of the Bill marks a significant development in the strategic reform of Irish company law and represents a strong desire on Ireland's part to ensure we have a modern company law regime in place that will further enhance Ireland’s attractiveness as a place to do business. 

Click here to review the full Companies Bill 2012.