S.I. No. 39 of 2002

Companies Act 1990 (Form and Content of Documents Delivered to Registrar) Regulations 2002

I, Noel Treacy, Minister of State at the Department of Enterprise, Trade and Employment, in exercise of the powers conferred on me by sections 3(3) and 248 of No. 33 of 1990 ) as adapted by the Enterprise and Employment (Alteration of Name of Department and Title of Minister) Order 1997 ( S.I. No. 305 of 1997 ) and the Enterprise, Trade and Employment (Delegation of Ministerial Functions) Order 1998 ( S.I. No. 265 of 1998 ), hereby order as follows:

1.         These Regulations may be cited as the Companies Act 1990 (Form and Content of Documents Delivered to Registrar) Regulations 2002.

2.         These Regulations shall come into operation on 1^st March 2002.

3.         (1)       In these Regulations -

“Acts” means the Companies Acts 1963 to 2001;

“delivered” means delivered to the registrar;

“documents” has the same meaning as in section 248 of the Companies Act 1990 ( No. 33 of 1990 );

“registrar” means the registrar of companies.

(2)       A word or expression used in these Regulations that is also used in the Acts shall, unless the context otherwise requires, have in these Regulations the meaning that it has in those Acts.

(3)       In these Regulations, unless the contrary intention appears-

(a)        a reference to a paragraph is a reference to the paragraph of the provision in which the reference occurs, and

(b)        a reference to a section is to a section of No. 33 of 1963 ).

4.         Documents shall be easily legible and suitable for electronic scanning and electronic copying.

5.         A page of a document shall be-

(a)        297 millimetres in length and 210 millimetres in width, that is to say, A4 size, and

(b)        made of white paper with a matt finish weighing not less than 80 grams per square millimetre.

6.         The print in a document shall be-

(a)        black in colour,

(b)        not less than 1.8 millimetres in height, and

(c)        suitable and adequate for electronic scanning.

7.         The layout of the printed matter on a page of a document shall be such as to provide a margin of not less than one centimetre all around the printed matter, that is to say, on the top and bottom and on each side, of it.

8.         A document shall not contain any colour other than the white of the paper and the black of the printed matter.

9.         If an original document contains coloured print or any of its pages consist of glossy paper, a copy of the document, or a printer's proof of the document, complying with these Regulations shall be delivered.

10.       Pages of a document shall be kept together by means of a clip or staple at the top left-hand corner and shall not be stitched together or otherwise bound and shall not bear any adhesive tape.

11.       A document shall not consist of or contain a carbon copy or photocopy or printed matter from a dot matrix computer printer.

12.       A space in a document for the insertion of information shall not be left blank but, as appropriate, “not applicable”, “nil” or “none” or another similar word shall be inserted in the space.

13        (1)       An amendment inserted in the contents of a document shall be initialled and dated by at least one of the signatories to the document or, if there are no signatories, by at least one of the persons who authorised its production.

(2)       Subject to paragraph (3), if a document delivered by a person is returned by the registrar to the person for amendment, either, as the registrar may determine, a new document shall be prepared or the contents of the document shall be amended and initialled and dated in accordance with paragraph (1), and thereafter the document shall be delivered.

(3)       If the document referred to in paragraph (2) is a statutory declaration, the person who made the declaration shall make another statutory declaration and deliver it as soon as practicable.

14.       (1)       Subject to paragraphs (2) and (3), the name of a company (as stated in its memorandum of association) and the address of its registered office shall be entered on the first page of a document in a prominent position.

(2)       The name and address referred to in paragraph (1) shall correspond with the information previously delivered to the registrar in accordance with the Acts.

(3)       If the name of the company includes one of the words or expressions “limited”, “teoranta”, “public limited company” or “cuideachta phoiblí theoranta”, an abbreviated form of the word or expression may be used in the entry made under paragraph (1) in a document other than a document relating to the incorporation of a company, a change of name or the re-registration of a company or the memorandum or articles of association of a company.

(4)       The address of the registered office of a company on a document may not be given as a post office box number.

15.       (1)       An individual shall be referred to in a document by his or her surname and all of his or her first names.

(2)       Where the address of an individual is required to be stated in a document, his or her residential address shall be stated, unless some other address is required by law to be stated.

(3)       If a document is required to be signed-

(a)   the signature shall be the original, handwritten signature of the person,

and

(b)         the date of the signature shall be stated on the document.

16.       The form and content of a document delivered under a scheme of the registrar for giving priority to the examination and registration by the registrar of the document or documents of a specified class shall be in compliance with the rules and requirements of the scheme.

17.       Where any matter is included in a document under a provision of the Acts, or of an instrument made under the Acts, or such a provision is otherwise relevant to the matter, the provision shall be identified in the document.

18.       (1)        An application to the registrar in the form prescribed for the purposes of the Acts in relation to the registration of a company -

(a)        shall correspond and be in compliance with the articles of association where the articles of association -

(i)        provide for a minimum number of directors, or

(ii)        contain the names of the first-appointed directors and the first-appointed secretary,

and

(b)        subject to paragraph (2), may be signed by an individual acting as agent for all or any of the subscribers to the memorandum of association, but may not be completed on behalf of a company acting as such an agent.

(2)       Where a subscriber referred to in paragraph (1)(b) is a company, the application to the registrar shall be signed by an officer of the company authorised in that behalf.

(3)       A statutory declaration referred to in section 5(5) of No. 13 of 1983 ) and section 42(2) of the companies (Amendment) (No.2) Act 1999 ( No.30 of 1999 ) shall be made on or after -

(a)        the date of the form prescribed for the purpose of the Acts in relation to the registration of a company, or

(b)        the date of the memorandum and articles of association of the company concerned,

whichever is the later.

19.       If a statutory declaration of solvency for the purposes of section 256(1) (inserted by the Companies Act 1990 ) is made on the date of the passing of the resolution for winding up the company concerned -

(a)        the time of the making of the statutory declaration shall be stated in the declaration, and

(b)        the time of the passing of the resolution shall be stated in the resolution.

20.       A copy of a resolution passed by a company for the purpose of a creditors' voluntary winding up of the company and delivered must bear a certificate signed by the liquidator of the company to the effect that the copy is a true copy of the resolution.

21.       A document shall not refer to a person who is an officer, liquidator, receiver, or examiner, of a company or a person referred to in section 352(1)(c) unless the registrar has been notified, as required under the Acts, of the name and appointment of the person.

22.       (1)       Documents delivered by the liquidator of a company shall not relate to a period, or to accounts for a period, beginning at any time after its incorporation and after a period for which accounts of the company, or any other documents of the company for that period required by or under the Acts to be delivered, have not been delivered.

(2)       The return in relation to a company of a liquidator-

(a)        under section 263, in the case of a members' voluntary winding up,

(b)        under section 273, in the case of a creditors' voluntary winding up, or

(c)        under section 306 or Order 74 Rule 130 of the Rules of the Superior Courts ( S.I. No. 15 of 1986 ) or any rules of court for the time being amending or replacing that Order, in the case of a court winding up,

shall not relate to a period that is after another period during the liquidation for which no return in relation to the company has been delivered.

23.       (1)       A copy of the text of a resolution passed by a company that is delivered shall be signed either by a director of the company whose appointment as a director has been notified to the registrar or, if the appointment of the secretary of the company as secretary has been so notified, by the secretary.

(2)       A document shall not consist of or include a copy of the text of a resolution of a company in a voluntary winding up of the company if a statutory declaration of solvency under section 256 has not been delivered.

24.       The registrar shall not accept any documents relating to the winding up of a company unless the registrar has received -

(a)        a copy of the resolution for the winding up of the company, in the case of a voluntary liquidation, or

(b)        an office copy of the order of the court directing the winding up of the company, in any other case.

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 deal with the manner of completion of documents deposited with the Companies Registration Office. They will support the Registrar on enforcement of proper quality control on documents deposited with him. The Regulations cover both the manner of delivery and return of documents. From the effective date any document sent back to the presenters if not corrected and returned within 14 days will be deemed not to have been filed.