CLRG Work-Programme 2008/2009

1. Ongoing advice to the Department

1
Provide ongoing advice to the Department of Enterprise, Trade and Employment on EU proposals relating to the European Private Company (EPC).

2
Generally advise the Department of Enterprise, Trade and Employment on queries raised by the Parliamentary Draftsman arising from the drafting of the new Companies Bill, as requested by the Department.

2. Issues outstanding from the 2007 Work Programme

3
Examine the need for powers to permit the Registrar of Companies to rectify entries made in the register of companies.

4
Examine the need for provisions regarding the re-use of CRO information.

5

Consider the need for limited liability partnerships (LLPs).

6

Re-examine the provisions regarding distributions and share capital.

7
Consider extension of the audit exemption regime to small companies limited by guarantee which are formed, for example, to run clubs/community organisations etc.

8
Further consider the extension of the audit exemption regime to dormant subsidiaries

3. New Issues

9
Consider the need to include provisions like those found in sections 116 and 117 of the UK Companies Act 2006 into Head 38 of Chapter 5, Part A4 of the General Scheme of the Companies Consolidation and Reform Bill.

10
Examine section 376 of the Companies Act 1963 as amended by section 13 of the Companies (Amendment) Act 1982, and in particular, examine the removal of the limit restricting size of partnerships to twenty members.

11
Review the optional elements under the Second Directive 2006/68/EC (Capital Maintenance).

12
Rented accommodation used as registered offices causing problems for landlords

13
Advise the Department of Enterprise, Trade and Employment on the various requirements on auditors to report under criminal justice legislation, under company law and, in particular, Recommendations arising out of the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions.

Advise the Department on the possibility of streamlining the various obligations.

14
Consideration of the adoption, in Irish company law, of the UNCITRAL Model Law on Cross-Border Insolvency.

15
To examine specific provisions under the Companies Acts and to review if, in practice, their application is consistent with the underlying policy objectives of the legislation, including improved compliance. Namely:
Abuse of Strike-off provisions;
Late-filing penalties, and, in particular, the loss of exemption from the need to conduct a statutory audit;
With reference to a small, select number of offences, consider whether there is proportionality between the seriousness of the offence (and the likelihood of malpractice) and its enforcement and whether offences under the Companies Acts should be subject to civil or criminal action, or both.

Mission Statement

The goal of the Company Law Review Group is that Ireland should have an efficient world-class company law infrastructure. To that end, the Review Group seeks to promote enterprise, facilitate commerce and encourage commercial probity.

	1. Ongoing advice to the Department
1	Provide ongoing advice to the Department of Enterprise, Trade and Employment on EU proposals relating to the European Private Company (EPC).
2	Generally advise the Department of Enterprise, Trade and Employment on queries raised by the Parliamentary Draftsman arising from the drafting of the new Companies Bill, as requested by the Department.
	2. Issues outstanding from the 2007 Work Programme
3	Examine the need for powers to permit the Registrar of Companies to rectify entries made in the register of companies.
4	Examine the need for provisions regarding the re-use of CRO information.
5	Consider the need for limited liability partnerships (LLPs).
6	Re-examine the provisions regarding distributions and share capital.
7	Consider extension of the audit exemption regime to small companies limited by guarantee which are formed, for example, to run clubs/community organisations etc.
8	Further consider the extension of the audit exemption regime to dormant subsidiaries
	3. New Issues
9	Consider the need to include provisions like those found in sections 116 and 117 of the UK Companies Act 2006 into Head 38 of Chapter 5, Part A4 of the General Scheme of the Companies Consolidation and Reform Bill.
10	Examine section 376 of the Companies Act 1963 as amended by section 13 of the Companies (Amendment) Act 1982, and in particular, examine the removal of the limit restricting size of partnerships to twenty members.
11	Review the optional elements under the Second Directive 2006/68/EC (Capital Maintenance).
12	Rented accommodation used as registered offices causing problems for landlords
13	Advise the Department of Enterprise, Trade and Employment on the various requirements on auditors to report under criminal justice legislation, under company law and, in particular, Recommendations arising out of the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions. Advise the Department on the possibility of streamlining the various obligations.
14	Consideration of the adoption, in Irish company law, of the UNCITRAL Model Law on Cross-Border Insolvency.
15	To examine specific provisions under the Companies Acts and to review if, in practice, their application is consistent with the underlying policy objectives of the legislation, including improved compliance. Namely: Abuse of Strike-off provisions; Late-filing penalties, and, in particular, the loss of exemption from the need to conduct a statutory audit; With reference to a small, select number of offences, consider whether there is proportionality between the seriousness of the offence (and the likelihood of malpractice) and its enforcement and whether offences under the Companies Acts should be subject to civil or criminal action, or both.