On 24 December 2013 the Companies (Miscellaneous Provisions) Act 2013 was signed into law by the President.  The purpose of the legislation is to expedite a number of amendments to existing legislation pending the enactment of the Companies Bill.

Circuit Court Examinership

Section 2 of the Act gives jurisdiction to the Circuit Court for examinership petitions for small private companies which meet certain criteria.  Small private companies will be able to apply directly to the Circuit Court to have an Examiner appointed rather than applying to the High Court.  This measure is intended to make examinership more accessible and cost effective to small private companies. Small private companies are defined by reference to the Companies (Amendment) Act 1986 and must satisfy two of the following three conditions:

• Balance sheet assets not exceeding €4.4 million
• Turnover not exceeding €8.8 million
• Number of employees not exceeding 50

Eligible companies must apply to the relevant circuit where its registered office is located or, if there is no registered office and its principal place of business is outside the state, in the Dublin circuit.  There are no material amendments to the existing legislative procedure for examinership and so it remains to be seen if the new legislation on its own will provide for any significant costs savings.

Section 2 of the Act will come into operation once the Minister for Jobs Enterprise and Innovation signs the relevant commencement order.

Other Amendments

The Act has also made other miscellaneous changes to company law:

• The current requirement for a director and secretary to sign a statement to verify that the accounts filed in the Companies Registration Office are a “true copy” has been amended to facilitate more efficient electronic filing of accounts.
• The Insolvency Service of Ireland, the Irish Takeover Panel and “such other authority or other person as may be prescribed” are included in the list of bodies who can disclose information relating to offences under the Companies Acts to the ODCE.
• The Irish Auditing and Accounting Supervisory Authority (IAASA) may charge a levy on auditors to contribute to the cost of carrying out the quality assurance function to be assumed by it.
• The Minister may enact regulations to allow investigation and penalty systems to be applied to certain third country auditors.
• Technical changes were made to the Personal Insolvency Act 2012 in relation to debt relief notices and the Bankruptcy Act 1988 in relation to notices of adjudication of bankruptcy to be given by the bankrupt.

Contributed by Craig Sowman and Barbara Kenny.

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