The Gazette 1983

GAZETTE

NOVEMBER 1983

availing of re-registration under Section 9 to file a statement in lieu of prospectus. (3) Re-registration of old public limited companies The procedure for the re-registration of old public limited companies as public limited companies is simpler than in the case of private companies. The Act defines an "old public limited company" as a public company limited by shares or by guarantee and having a share capital which (a) either existed on the appointed day or was incorporated thereafter pursuant to an application made before that day; and (b) has not since the appointed day, or the day of its incorporation, as the case may be, either been re- registered as a public limited company or become another form of company. As we saw earlier, therefore, no old public company can be formed (save where an application is in train on the appointed day) after the appointed day. Private companies "going public" must become public limited companies under the Act. There are two important time periods, each dating from the appointed day, in connection with old public limited companies (and which will arise elsewhere in our consideration of the Act). Firstly, the "general transitional period" is the period of 18 months commencingon the appointed day, e.g. until 13th March, 1985. Secondly, the "re-registration period" is the period of 15 months commencing on the appointed day, e.g., until 13th December, 1984. An old public company may, pursuant to Section 12(3) (either before or after the end of the general transitional period) be re-registered as a public limited company if: (a) the directors pass a resolution that it should be so re- r e g i s t e r ed w h i c h a l t e rs t he c o m p a n y ' s memorandum so as to state that it is to be a public limited company and making any other necessary alterations; (b) an application in the prescribed form is delivered signed by a director or secretary together with the following documents: (i) a printed copy of the memorandum as altered in pursuance of the resolution, and (ii) a statutory declaration in the prescribed form by a director or secretary that the above resolution has been passed and that the conditions specified in Section 12(9) of the Act were satisfied at the time of the resolutions. (c) conditions in relation to its share capital as set out in 12(9) are satisfied. These conditions are similar to those in Section 10 referred to above in connection with the re-registration of private companies. If an old public limited company cannot at the time of its application for re-registration satisfy the conditions as to its capital set out in Section 12(9) and a statutory declaration to that effect is filed by a director or secretary, then the Registrar shall re-register the company as a

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ANGLO IRISH BANK 18-21 St Stephen's Green, Dublin 2. Tel. (01) 763502 3 The Crescent, Limerick. Tel. 061-49522

HANDWRITING Mr. T. R. Davis, M.A. (Oxon.), B. Lin., Department of English, L^niversity of Birmingham, P.O. Box 363, Birmingham B15 2TT, England, will undertake the examination of handwriting for forensic purposes (anonymous letters, forgeries, etc). For further details contact him at the above addressor phone either Birmingham (021)472-1301 ex. 3081, or Dublin 684486.

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