Statutory Instruments

S.I. No. 839 of 2004

EUROPEAN COMMUNITIES (COMPANIES) REGULATIONS 2004

S.I. No. 839 of 2004

European Communities (Companies) Regulations 2004

I, Micheál Martin, Minister for Enterprise, Trade 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 Directive No. 2003/58/EC of the European Parliament and of the Council of 15 July 2003¹ , hereby make the following Regulations:

1.         These Regulations may be cited as the European Communities (Companies) Regulations 2004.

2.         These Regulations shall be construed as one with the Companies Acts 1963 to 2003.

3.         In these Regulations -

“Act of 1963” means the Companies Act 1963 (No. 33 of 1963);

“compulsory company information” means the documents and particulars required to be disclosed by the 1973 Regulations, the 1987 Regulations, the 1989 Regulations, and the 1993 Regulations and by section 227B(1) (inserted by the European Communities (Corporate Insolvency) Regulations 2002 ( S.I. No. 333 of 2002 )) of the Act of 1963;

“electronic gazette” means a gazette which is kept solely in electronic form;

“1973 Regulations” mean the European Communities (Companies) Regulations 1973 ( S.I. No. 163 of 1973 );

“1987 Regulations” mean the European Communities (Mergers and Division of Companies) Regulations 1987 ( S.I. No. 137 of 1987 );

“1989 Regulations” mean the European Communities (European Economic Interest Groupings) Regulations 1989 ( S.I. No. 191 of 1989 );

“1993 Regulations” mean the European Communities (Branch Disclosures) Regulations 1993 ( S.I. No. 395 of 1993 ).

4.   (1) For the purposes of Council Directive No. 68/151/EEC of 9 March 1968² as amended by Directive 2003/58/EC of the European Parliament and of the Council of 15 July 2003¹ the registrar of companies shall maintain on the website of the Companies Registration Office an electronic gazette which shall be known and is in these Regulations referred to as the Companies Registration Office Gazette.

(2)  The Companies Registration Office Gazette is appointed for the purposes of publication of compulsory company information.

5.   The 1973 Regulations are amended --

(a)  in Regulations 4(1), 4(3) and 7(2) by substituting “cause to be published in the Companies Registration Office Gazette” for “publish in Iris Oifigiúil”, and

(b)  in Regulation 10 by substituting “published in the Companies Registration Office Gazette” for “published in Iris Oifigiúil”.

6.   The 1987 Regulations are amended --

(a)  in Regulations 11(1)(b) and 30(1)(b) by substituting “cause to be published in the Companies Registration Office Gazette” for “publish in Iris Oifigiúil”,

(b)  in Regulation 21(2) by substituting “cause to be published in the Companies Registration Office Gazette” for “cause to be published in Iris Oifigiúil”, and

(c)  in Regulation 40(2) by substituting “cause to be published in the Companies Registration Office Gazette” for “cause to be published in Iris Oifigiúil”.

7.   The 1989 Regulations are amended in Regulations 9(1), 9(2) and 9(3) by substituting “cause to be published in the Companies Registration Office Gazette” for “cause to be published in the Iris Oifigiúil”.

8.   Regulation 10 of the 1993 Regulations is amended by substituting “cause to be published in the Companies Registration Office Gazette” for “publish in Iris Oifigiúil”.

9.   Section 227B(1) (inserted by the European Communities (Corporate Insolvency) Regulations 2002 ( S.I. No. 333 of 2002 )) of the Act of 1963 ( No. 33 of 1963 ) is amended by substituting “the Companies Registration Office Gazette” for “Iris Oifigiúil”.

EXPLANATORY NOTE

(This note is not part of the Instrument and does not purport to be a legal interpretation)

The purpose of these Regulations is to replace the requirement of publication in the national gazette, Iris Oifigiúil, for the purposes of disclosure of certain compulsory documents and particulars in relation to companies, with the requirement to publish in the Companies Registration Office Gazette, which is to be kept solely in electronic form.

¹ OJ No. L221,4.9.2003,p 13

² OJ No. L065, 14.3.68, pp. 8-12

¹ OJ No. L221, 4.9.2003, p 13