Publications of the Company Law EU/Legislation Section
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Directive 2009/109/EC of the European Parliament and of the Council of 16 September 2009 amending Council Directives 77/91/EEC, 78/855/EEC and 82/891/EEC, and Directive 2005/56/EC as regards reporting and documentation requirements in the case of mergers and divisions
The Department of Enterprise, Trade and Innovation is required to transpose Directive 2009/109/EC by 30 June 2011 at the latest and proposes to give effect to the Directive by means of Ministerial Regulations made under the European Communities Act 1972.
Directive 2009/109/EC of 16 September 2009 was adopted in the context of the EU drive to reduce administrative burdens on limited companies undertaking mergers or divisions. It allows for the relaxation of reporting requirements and the use of the internet/other electronic means for the publication of documents.
Relevant documents:
• Consultation document (PDF, 53KB)
• Directive 2009/109/EC (PDF, 754KB)
Any views/comments that you wish to make should be submitted by 28 September 2010 preferably by e-mail to:
E-mail address: Marie.Dempsey@deti.ie
Postal address:
Marie Dempsey
Company Law (EU/Legislation)
Department of Enterprise, Trade and Innovation
Earlsfort Centre
Lr Hatch St
Dublin 2
Telephone: 01-6312719
Consultation on the Market Abuse Directive (MAD) 2003/6/EC
The European Commission is reviewing the MAD regime to pursue the following key objectives: increase market integrity and investor protection, strengthen effective enforcement against market abuse, increase the cost-effectiveness of the legislation, contribute to improving the transparency, supervisory oversight, safety and integrity of derivatives markets.
The deadline for responses is 23 July 2010.
Comments can be sent to the address below or directly to the European Commission (see website above for contact details)
Eric Giguère
Company Law (EU/Legislation) Section
Department of Enterprise, Trade and Innovation
Earlsfort Centre
Lower Hatch St, Dublin 2
Telephone: 00 353 1 6312585
Fax: 00 353 1 6312553
E Mail: eric.giguere@deti.ie
Consultation on the modernisation of the Transparency Directive 2004/109/EC
The Commission has published a report on the operation of the Directive 2004/109/EC accompanied by a consultation document which is the basis for a public consultation on possible ways forward to modernise the transparency regime for listed companies. The deadline for responses is 23 August 2010.
http://ec.europa.eu/internal_market/consultations/2010/transparency_en.htm
Comments can be sent to the address below or directly to the European Commission (see website above for contact details)
Eric Giguère
Company Law (EU/Legislation) Section
Department of Enterprise, Trade and Innovation
Earlsfort Centre
Lower Hatch St, Dublin 2
Telephone: 00 353 1 6312585
Fax: 00 353 1 6312553
E Mail: eric.giguere@deti.ie
Directive 2009/49/EC of the European Parliament and of the Council of 18 June 2009 amending Council Directives 78/660/EEC and 83/349/EEC as regards certain disclosure requirements for medium-sized companies and the obligation to draw up consolidated accounts
The Department of Enterprise, Trade and Innovation is required to transpose Directive 2009/49/EC by 31 December 2010 at the latest, and proposes to give effect to the Directive by means of Ministerial Regulations, made under the European Communities Act 1972.
Directive 2009/49/EC of 18 June 2009 was adopted in the context of the EU drive to reduce administrative burdens, particularly in the accounting and auditing area, and is aimed at small and medium-sized companies.
Relevant documents are:
This Directive is being brought to your attention for information purposes. However, if you have any comments please address them as early as possible and no later than 11th June 2010 to:
Marie Dempsey
Company Law
Department of Enterprise, Trade & Innovation
Earlsfort Centre
Lower Hatch St, Dublin 2
Telephone: 00 353 1 6312719
Fax: 00 353 1 6312553
European Communities (Statutory Audits) (Directive 2006/43/EC) Regulations 2010
The European Communities (Statutory Audits) (Directive 2006/43/EC) Regulations 2010, S.I. No. 220 of 2010 were signed into law on 20th May, 2010. These Regulations give effect to Directive 2006/43/EC of the European Parliament and of the Council of 17 May 2006 on statutory audits of annual accounts and consolidated accounts, amending Council Directives 78/660/EEC on the annual accounts of certain types of companies and 83/349/EEC on consolidated accounts and repeals Council Directive 84/253/EEC on the approval of persons responsible for carrying out the statutory audits of accounting documents.
Printed copies of the Regulations may be obtained from the Government Publications Sales Office, Sun Alliance House, Molesworth Street, Dublin 2, or by mail order from Government Publications, Postal Trade Section, Unit 20, Lakeside Retail Park, Claremorris, Co Mayo. Price ¤18.54.
Companies (Auditing and Accounting) Act 2003 (Commencement) Order 2010
The Companies (Auditing and Accounting) Act 2003 (Commencement) Order 2010, S.I. No. 177 of 2010 was signed into law on 28th April, 2010. This Order fixes the date on which Sections 38, 39 and 40 of the Companies (Auditing and Accounting) Act 2003 come into operation. Sections 38, 39 and 40 amend Sections 198, 199 and 200 of the Companies Act, 1990 respectively. The commencement of these sections arises in the context of the implementation of Directive 2006/43/EC.
Printed copies of the Order may be obtained from the Government Publications Sales Office, Sun Alliance House, Molesworth Street, Dublin 2, or by mail order from Government Publications, Postal Trade Section, Unit 20, Lakeside Retail Park, Claremorris, Co Mayo. Price ¤1.27.
Public Consultation on the Statute on the European Company (SE)
The European Commission has launched a public consultation following on the results of the Study on the operation and the impacts of the Statute for a European Company (SE). The deadline for responses is 23 May 2010.
http://ec.europa.eu/internal_market/company/se/index_en.htm
The European Company Statute was adopted on 8 October 2001 and came into force on 8 October 2004. It required the Commission to report on its application five years after coming into force. The Commission published its consultation on 23 March 2010, together with a report by external consultants. The consultation aims to test the findings of the external study with all interested stakeholders. The Commission is also organising a high-level conference on the statute on 26 May 2010.
The contact person in this Department in relation to this topic is:
Eric Giguère
Company Law (EU/Legislation) Section
Department of Enterprise, Trade & Innovation
Earlsfort Centre, Lower Hatch St, Dublin 2, Ireland
Email: eric_giguere@deti.ie
Telephone: 00 353 1 6312585
Fax: 00 353 1 6312553
Proposal for a Statute on a European Private Company (Societas Privata Europea - SPE)
The European Commission has presented a proposal for a Statute on a European Private Company ('SPE'). The objective of the SPE is to make it easier for European SME’s to conduct cross–border business by providing them with a European legal form uniform in each Member State. It is claimed that the possibility to operate in various Member States according to the same corporate rules would significantly reduce compliance costs and, therefore enhance the mobility and competitiveness of the European SME’s. It is further claimed that the existing Statute for a European Company (SE), designed for large companies, does not constitute a viable option for SME’s – based largely on MS law.
A compomised proposal aimed at achieving Member State agreement was considered at the last Competetiveness Council in December 2009 but did not get the unanimity needed. Consequently, the proposal is currently deadlocked at European Council level since December 2009. The link to the latest proposal is below:
http://register.consilium.europa.eu/pdf/en/09/st16/st16115-ad01.en09.pdf
The link below will bring you to the European Commission’s webpage on the European Private Company:
The contact person in this Department in relation to this topic is:
Eric Giguère
Company Law (EU/Legislation) Section
Department of Enterprise, Trade & Innovation
Earlsfort Centre, Lower Hatch St, Dublin 2, Ireland
Email: eric.giguere@deti.ie
Telephone: 00 353 1 6312585
Fax: 00 353 1 6312553
European Communities (Directive 2006/46/EC) (Amendment) Regulations 2010, S.I. No. 83 of 2010
The European Communities (Directive 2006/46/EC) (Amendment) Regulations 2010, S.I. No. 83 of 2010 were signed into law on 25th February, 2010. These Regulations, together with the European Communities (Directive 2006/46/EC) Regulations 2009, S.I. No. 450 of 2009, give effect to Directive 2006/46/EC of the European Parliament and of the Council, of 14 June 2006. The Regulations clarify certain aspect of S.I. No. 450 of 2009.
Printed copies of the Regulations may be obtained from the Government Publications Sales Office, Sun Alliance House, Molesworth Street, Dublin 2, or by mail order from Government Publications, Postal Trade Section, Unit 20, Lakeside Retail Park, Claremorris, Co Mayo. Price ¤2.54.
European Communities (Directive 2006/46/EC) Regulations 2009, S.I. No. 450 of 2009
The EUROPEAN COMMUNITIES (DIRECTIVE 2006/46/EC) REGULATIONS 2009, S.I. No. 450 OF 2009 came into operation on 18 November 2009. These Regulations implement Company Law Directive (No. 2006/46/EC) amending Council Directives 78/660/EEC (4th) on the annual accounts of certain types of companies and 83/349/EEC (7th) on consolidated accounts, 86/635/EEC on the annual accounts and consolidated accounts of banks and other financial institutions and 91/674/EEC on the annual accounts and consolidated accounts of insurance undertakings. The Regulations introduce a number of amendments intended to enhance confidence in financial statements and annual reports published by European companies.
Printed copies of the Regulations may be obtained from the Government Publications Sales Office, Sun Alliance House, Molesworth Street, Dublin 2, or by mail order from Government Publications, Postal Trade Section , Unit 20, Lakeside Retail Park, Claremorris, Co Mayo. Price ¤4.06
Companies (Miscellaneous Provisions) Act 2009, No. 45 of 2009
Draft European Communities (Eight Directive Regulations) 2009 on statutory audits of annual and consolidated accounts in proposed implementation of Directive 2006/43/EC
The Department of Enterprise, Trade and Innovation wishes to provide an opportunity to interested parties to comment on the draft regulations referred to above.
The key objective of Directive 2006/43/EC is to ensure that investors and other interested parties can rely fully on the accuracy of audited accounts. The Directive clarifies the duties of statutory auditors and provides for their independence and ethical standards; introduces a requirement for external quality assurance; provides for public oversight of the audit profession, including third country auditors, and improved cooperation between oversight bodies in the EU. It also provides a basis for international cooperation between regulators in the EU and with regulators in third countries. Relevant documents are
- Draft European Communities (Eight Directive Regulations) 2009 on statutory audits of annual and consolidated accounts (DOC, 248KB)
- Directive 2006/43/EC (PDF, 213KB)
- Correlation Table as between Directive 2006/43/EC and the draft Regulations (DOC, 69KB)
- Note on Draft Designated Competent Authorities for functions under the Directive, for the purposes of the draft implementing regulations (DOC, 24KB)
If you wish to make any observations on the Draft Regulations, please address any such comments as early as possible and no later than 4 September 2009 to: -
Marie Dempsey
Company Law (EU/Legislation) Section
Department of Enterprise, Trade & Innovation
Earlsfort Centre
Lower Hatch St, Dublin 2
Telephone: 00 353 1 6312719
Fax: 00 353 1 6312553
Recommendation on external quality assurance for statutory auditors and audit firms auditing public interest entities (2008/362/EC) – Consultation Document and Responses
The above Recommendation on external quality assurance for statutory auditors and audit firms auditing public interest entities is relevant to Directive 2006/43/EC of 17 May, 2006. Article 29 of the Directive requires EU Member States to ensure that statutory auditors and firms are subject to a system of quality assurance which meets stipulated criteria. Chapter X of the Directive sets out additional provisions, which apply in the case of statutory audits of Public Interest Entities (‘PIEs’). Specifically, Article 43 provides that the quality assurance reviews of auditors of PIEs shall be carried out at least every three years.
A summary of the Recommendation’s principal provisions and the possible options for proceeding on the issue of quality assurance are set out in the consultation document.
The Department of Enterprise, Trade and Innovation invited comments on the Recommendation and in particular on the specific questions posed in the consultation document.
Proposal for a Directive of the European Parliament and of the Council amending Council Directives 77/91/EEC, 78/855/EEC and 82/891/EEC and Directive 2005/56/EC as regards reporting and documentation requirements in the case of merger and divisions of public limited-liability companies – Consultation Document
The European Commission has put forward the proposal for this Directive to further simplify EU rules on mergers and divisions and thereby reduce the administrative burdens on European public limited-liability companies in this area. Under this proposal, there would be simplified reporting and publication requirements.
The Department is seeking comments on the proposed Directive to help inform its approach in the negotiations currently in train and wishes to receive views/comments from interested parties on all aspects of the proposal.
The short notice for responses is regretted. Views/comments that you wish to make should be submitted by 10 March 2009, preferably by e-mail to:
E-mail address: Marie.Dempsey@deti.ie
Postal address:
Marie Dempsey
Company Law (EU/Legislation)
Department of Enterprise, Trade and Innovation
Earlsfort Centre
Lr Hatch St
Dublin 2
Telephone: 01-6312719
European Communities (Mergers and Divisions of Companies) (Amendment) Regulations 2008, S. I. No. 572 Of 2008
The EUROPEAN COMMUNITIES (MERGERS AND DIVISIONS OF COMPANIES) (AMENDMENT) REGULATIONS 2008, S. I. No. 572 of 2008, came into operation on 31 December 2008. These Regulations give holders of shares and other securities with voting rights at general meetings of each of the merging companies (in the case of a merger) and each of the companies involved in a division (in the case of a division), the option, if they all so agree, to dispense with the requirement to have an examination of the draft terms of merger/written expert’s report on the draft terms of a merger or division.
Printed copies of the Regulations may be obtained from the Government Publications Sales Office, Sun Alliance House, Molesworth Street, Dublin 2, or by mail order from Government Publications, Postal Trade Division, Unit 20, Lakeside Retail Park, Claremorris, Co. Mayo. Price ¤2.54
Directive 2006/46/EC - Consultation Document
Commission Recommendation on external quality assurance for statutory auditors and audit firms auditing public interest entities
The above Recommendation on external quality assurance for statutory auditors and audit firms auditing public interest entities is relevant to Directive 2006/43/EC of 17 May, 2006, and specifically to Article 29 of that Directive.
The Department of Enterprise, Trade and Innovation is seeking comments from interested parties on the Commission's Draft Recommendation, which should be addressed to:
Pat A Houlihan
Company Law Section
Department of Enterprise, Trade and Innovation
Earlsfort Centre
Hatch St
Dublin 2
Tel. 01-6312671
E-mail: pat.a.houlihan@deti.ie
Legislation and other publications
- Copies relevant Primary Legislation (e.g. Companies Act, 1990)
- Statutory Instruments and European Communities Regulations
- Proposals for Directives or Regulations in the EU context
- Report of the Review Group on Auditing (PDF, 3.5MB) (Chapters)
Hard copies available from:
Government Publications
Sales Office
Sun Alliance House
Molesworth Street
Dublin 2
or
The European Commission Representation in Ireland,
18 Dawson Street,
Dublin 2
(telephone 01-6625113)
Last modified: 31/08/2010
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