Part 7 of the 2001 Act sets out the role and the advisory responsibilities of the Review Group and the basis on which its members are appointed. The membership brings together the expertise of company law practitioners, Government departments and agencies, recognised professional bodies, regulatory bodies and the social partners. It is charied by Thomas B. Courtney, solicitor. Pat Nolan, Principal Officer, Department of Enterprise, Trade and Employment is secretary to the Group.

The Company Law Review Group is a standing advisory body which operates on a two year cycle. Every second year the Group is assigned by the Minister for Enterprise, Trade and Employment a work programmeof issues for consideration. The First Report of the Review Group is the culmination of its work programme for 2000-2001.

The recommendations in the first report, on approval by the Government will be translated into legislation substantially reforming and amending the companies code and laying the basis for the consolidation of company law.

The Group’s First Report addresses the following substantive issues:

- The Simplification of Irish Company Law
- Simplification: Corporate Governance
- Simplification: Creditor Protection
- Simplification: Shareholder Protection
- Simplification: Incorporation and Registration
- Simplification: Criminal Acts and Omissions
- Simplification: Prospectus and Public Offers
- Corporate Capacity and Authority
- Directors and Other Officers
- Corporate Litigation
- The Regulation of Insolvency Practitioners
- Investment Companies
- Consolidation of Company Law

In addition, the report records the observations of the Review Group on the report of the Review Group on Auditing. The first report also contains a number of proposals intended to mitigate the position of creditors who find themselves disadvantaged on foot of the increased use by the Companies Registration Office of strike-off from the Companies Register as a means of enforcing compliance with filing requirements.

Restructuring and Reform: 195 Recommendations

The report contains 195 recommendations. Among the most significant and innovatory of these are the following.

Private company limited by shares to become the model company type in Companies Acts.
This will have the effect of greatly simplifying the regulatory regime for companies and of making the law clearer and more accessible.

Framework of consolidated Companies Act mapped out.
Following implementation of the extensive reform and restructuring proposed in the Review Group s Report the intention is to consolidate the 10 main Companies Acts and associated statutory instruments into a single Act.

Companies facilitated to transact business electronically and by sending abbreviated information to members.
This will allowcompanies to use available technology efficiently. Protections will remaon for shareholders.

Companies, other than plcs, need not hold an AGM if members consent unanimously.
This is intended to deal with the actual practice of how a private company organises its affairs.

Reduce minimum number of company directors from 2 to 1 for private companies.
This is intended to allow for as much flexibility as possible. Although it will be possible for a private company to have a single director it will be necessary to have a distinct company secretary.

Remove statutory declarations for registration and incorporation.
This is a simplification measure and will facilitate electronic filing with the Companies Registration Office.

Establish a minimum fine of €500 for summary offences; increase the lowest maximum fine for indictable offences to €12,500.
This will introduce a minimum fine for summary company law offences and a lowest maximum fine for indictable offences. The recommendations are proportionate to the relative severity of the offences.

Private companies limited by shares to have the legal capacity of natural persons.
This will end the ultra vires doctrine for private companies and bring clarity to the vexed question of the powers of a company.

Fiduciary duties of directors to be stated in the Companies Acts.
This is being done for clarity and completeness. At present most such duties are common law ones and are not specifically expressed in the companies code.

All forms of investments funds (investment companies, UCITS, non-UCITS,uUnit Trusts) to be regulated by a Collective Investment Schemes Act, distinct from the Companies Acts.
This will bring clarity and consistency to the regulation of investment funds.

A Commercial Division to be established within the High Court to deal with business to business and business to State litigation.
This recommendation is aimed at providing for the efficient transaction of business to business and business to State litigation.

Insolvency practitioners (liquidators, receivers and examiners) to be regulated through Recognised Professional Bodies.
This will introduce professional regulation for insolvency regulators.