The Gazette 1990

GAZETTE

A PRIL 1990

THE HIGH COURT In the matter of Owen Carty, a solicitor, who formerly practised under the style and title of Owen Carty & Co., at Irishtown, Athlone, and Moate, Co. Westmeath, and in the matter of the Solicitors Acts 1954 and 1960. By Order of the President of the High Court on Monday, the 23rd day of April 1990, the name of Owen Carty was struck off the Roll of Solicitors. Dated this 27th day of April 1990.

PATRICK J OS E PH CONNOLLY, Registrar of Solicitors

empted from the requirement of filing accounts with the Registrar of Companies provided that the fol- lowing conditions are satisfied: — 1. Every shareholder at the time of the next Annual General Meeting of the Company after the end of the financial year must agree to the exemption. 2. The parent company must irre- vocably guarantee the liabilities of the company and each shareholder of the company must be so notified. In this regard, it should be noted that a guarantee would extend to all liabilities and losses which have arisen or are likely to arise in respect of the financial year to which the accounts relate. 3. The annual accounts of the company for the financial year must be consolidated into group accounts prepared by the parent company. The exemption must be disclosed in a note to the group accounts. 4. The company must attach to the annual return a note stating that it has availed of the ex- emption, a copy of the guarantee and notification to shareholders together with a declaration by the company in writing that paragraph 1 (share- holders consent) has been complied with. Such docu- ments must be annexed to the Annual Return for that financial year made by the company under the Companies Act, 1963. 5. The group accounts must be drawn up in accordance with the 4th EC Directive. 6. The group accounts for the parent company must be attached to the Annual Return and must be audited in

accordance with the auditing terms set out in Article 51 of the 4th Directive. It should be noted that the Minister may make such orders as necessary to enable provisions regarding subsidiaries to have full effect. The Company Law Committee obtained an opinion from Senior Counsel in regard to the difficulties which have arisen under Section 17 of the Act. The difficulties may be summarised as follows: — 1. When should the guarantee be executed by the parent company? 2. Is a guarantee valid if not addressed to any particular party? The concept of the global guarantee. 3. The text of the guarantee. In regard to 1, Senior Counsel's opinion states as follows: — " So far as the timing is concerned, therefore, I do not consider that it is necessary that the guarantee should already be in existence prior to the commencement of the financial year. Nor do I think it has to be executed during the course of the financial year. It can, in my view, be given even after the end of the financial year". In regard to 2, Senior Counsel is of the general opinion that one must take into account that Section 17 of the Act owes its origin to the 4th Council Directive on Company Accounts (78/660/ EEC) of 25th July, 1978 and particularly to Article 57 of that Directive. Senior Counsel believes that what will probably happen in the event of a guarantee becoming applicable would be that the Court in Ireland would look

Architects' Certificates of Compliance A recommendation was published in the Gazette in December 1979 whereby the profession was ad- vised that Architects Certificates of Compliance with the Conditions in the Planning Permission and/or Bye Law Approvals should not normally be sought prior to 1970 and in the Gazette of August 1989 it was suggested that the date be changed to 1975. It has come to the attention of the Conveyancing Committee of the Law Society that a number of practitioners are un- aware of the fact that this recom- mendation does not refer to the following: (a) Commerical or industrial properties. (b) Any alteration or extension to any premises since 1st of October 1964 which would require Planning Permission and/or Bye Law Approval. It is not clear from General Condition 36 of the current edition of the Law Society Contract for Sale that this recommendation does not relate to commercial properties. The contract is currently under review and the condition will be suitably amended in the next edition. • Conveyancing Committee The Companies (Amendment) Act, 1986 ("the Ac t ") Guarantee of subsidiary company's debts/Section 17 A private limited company which is a subsidiary of another body corporate formed and registered in a Member State of the EC is ex-

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