S.I. No. 14/1999 - Companies (Forms) (Amendment) Order, 1999.

I, NOEL TRACEY, Minister of State at the Department of Enterprise, Trade and Employment, in exercise of the powers conferred on me by sections 352 and 396 of the Companies Act, 1963 (No. 33 of 1963), as adapted by the Enterprise and Employment (Alteration of Name of Department and Title of Minister) Order, 1997 ( S.I. No. 305 of 1997 ), and the Enterprise, Trade and Employment (Delegation of Ministerial Functions) Order, 1998 ( S.I. No. 265 of 1998 ), hereby order as follows:

1. This Order may be cited as the Companies (Forms) (Amendment) Order, 1999.

2. This Order shall come into operation on the 9th day of March, 1999.

3. The following definitions are hereby inserted in Article 2 of the Companies (Forms) Order, 1964 ( S.I. No. 45 of 1964 ):

“‘the Hague Convention’ means the Convention Abolishing The Requirement Of Legalisation For Foreign Public Documents done at the Hague on the 5th day of October, 1961;

‘the EC Convention’ means the Convention Abolishing The Legalisation of Documents In The Member States Of The European Communities of the 25th day of May, 1987;

‘the European Convention’ means the European Convention On The Abolition Of Legalisation Of Documents Executed By Diplomatic Agents Or Consular Officers of the 7th day of June, 1968;

‘relevant state’ has the meaning assigned to it by Article 4 of this Order;”.

4. The following Articles are hereby substituted for Article 4 of the Companies (Forms) Order, 1964:

“4. A copy of the charter, statutes or memorandum and articles of a company, or other instrument constituting or defining the constitution of a company, shall, for the purposes of section 352, be certified, in the state in which the company is incorporated (in this Article and Articles 4A to 4E of this Order referred to as the ‘relevant state'), as follows:

(a) certified as a true copy by an official of the government of the relevant state to whose custody the original is committed, or

(b) certified as a true copy by a notary of the relevant state, or

(c) duly certified as a true copy on oath by some officer of the company before a person having authority to administer an oath.

4A. Unless—

(a) the relevant state is a state in relation to which the EC Convention is in force, or

(b) in case the relevant state is a state in relation to which the EC Convention is not in force but is a state in relation to which the European Convention is in force, the official, notary or other person giving the certificate or, as the case may be, administering the oath concerned is a diplomatic or consular officer of the relevant state acting in his official capacity,

the signature, stamp or seal of the official, notary or other person giving the certificate or, as the case may be, administering the oath concerned, and the capacity in which he acts, shall, subject to Article 4B of this Order, be authenticated by an Irish diplomatic or consular officer.

4B. If the relevant state is a state in relation to which the Hague Convention is in force, then the matters required to be authenticated by Article 4A of the Order shall, in lieu of being authenticated in the manner specified by that Article, be authenticated by the issuing, in accordance with the provisions of the Hague Convention, of a certificate referred to in Article 4 of that Convention.

4C. Nothing in this Order shall, as respects a case to which paragraph (a) or (b) of Article 4A, or Article 4B, of this Order applies, be construed as preventing the registrar, if he has serious doubts, with good reason, as to the authenticity of the signature, stamp or seal of the official, notary or other person giving the certificate or as the case may be, administering the oath concerned or the capacity in which he purports to act, from requesting verification of the matter in accordance with, as the case may be, Article 4 of the EC Convention, Article 4 of the European Convention or Article 7 of the Hague Convention.

4D. A reference in Article 4A of this Order to a relevant state in relation to which the EC Convention is in force shall be construed as including a reference to a state in relation to which that Convention applies by virtue of Article 6(3) of that Convention.

4E. If a Convention mentioned in any of the preceding Articles of this Order does not apply to a particular territory of a relevant state or a particular territory the international relations of which a relevant state is responsible for, then, for the purposes of any case in which the company concerned is incorporated in such a territory, the said state shall be deemed not to be a state in relation to which that Convention is in force and references in any of the said Articles to a relevant state being a state in relation to which a Convention mentioned in such an Article is in force shall be construed accordingly.”.

EXPLANATORY NOTE.

(This note is not part of the Instrument and does not purport to be a legal interpretation.)

The purpose of this Order is to give effect to changes in the way foreign public documents are authenticated/legalised, arising from the ratification by Ireland and coming into force of the Convention Abolishing the Legalisation of Documents in the Member States of the European Communities, the European Convention on the Abolition of the Legalisation of Documents Executed by Diplomatic or Consular Officers, and the Hague Convention Abolishing the Requirement for Legalisation of Foreign Public Documents.