Implementation and scope

The Second Company Law Directive (“the Directive”) was implemented, principally, in Ireland by the Companies (Amendment) Act 1983 (“the 1983 Act”). The amendments to the Directive, introduced by Directive 92/101/EEC of 23 November 1992, which were required to be implemented in Ireland, were transposed by the European Communities (Public Limited Companies Subsidiaries) Regulations 1997 (“the 1997 PLC Subsidiary Regulations”). The further amendments to the Directive introduced by Directive 2006/68/EC of 6 September 2006 were implemented in Ireland by the European Communities (Public Limited Companies – Directive 2006/68/EC) Regulations 2008 (“the 2008 PLC Regulations”). Further amendments to the Directive, introduced by Directive 2009/109/EC of 16 September 2009, were implemented in Ireland by the European Communities (Mergers and Division of Companies) Amendment Regulations 2011 (“the 2011 Mergers and Divisions Regulations”). Directive 2012/30/EU, which repealed and recast the provisions of the Directive to incorporate amendments made, did not need to be transposed in Ireland. The European Communities (Public Limited Companies) (Directive 2012/30/EU) Regulations 2012 confirmed that the 1997 PLC Subsidiary Regulations, the 2008 PLC Regulations and the 2011 Mergers and Divisions Regulations would remain as law in Ireland.

The scope of the Directive is limited to public limited liability companies (including companies re-registered as public limited companies), and in Ireland this means public companies limited by shares and public companies limited by guarantee and having a share capital (Art. 1(1) Dir.). However, the 1983 Act prohibited the formation of the latter public companies limited by guarantee and having a share capital (sec. 7 1983 Act) as and from 18 October 1983, and it required that any such company in existence on that date either had to re-register as a public limited company or as some other form of permitted company (sec. 13 and 16 1983 Act). On that basis, it is matters related to public limited companies (i.e., public companies limited by shares) which are covered by this chapter. Further, references to “company” in this chapter, unless otherwise specified, are to public limited companies.