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Companies Act, 1963

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Number 33 of 1963.


COMPANIES ACT, 1963.


ARRANGEMENT OF SECTIONS

Section

PART I

Preliminary

1.

Short title and commencement.

2.

General provisions as to interpretation.

3.

Repeal and savings.

4.

Construction of references in other Acts to companies registered under the Companies (Consolidation) Act, 1908.

PART II

Incorporation of Companies and Matters Incidental Thereto

5.

Way of forming incorporated company.

6.

Requirements in relation to memorandum.

7.

Printing stamp and signature of memorandum.

8.

Modification of the ultra vires rule.

9.

Restriction on alteration of memorandum.

10.

Way in which and extent to which objects of company may be altered.

11.

Articles prescribing regulations for companies.

12.

Regulations required in the case of an unlimited company or company limited by guarantee.

13.

Adoption and application of Table A or Tábla A.

14.

Printing, stamp and signature of articles.

15.

Alteration of articles by special resolution.

16.

Statutory forms of memorandum and articles.

17.

Registration of memorandum and articles.

18.

Effect of registration.

19.

Conclusiveness of certificate of incorporation.

20.

Registration of unlimited company as limited.

21.

Prohibition of registration of companies by undesirable names.

22.

Registration of business name.

23.

Change of name.

24.

Power to dispense with “limited” or “teoranta” in name of charitable and other companies.

25.

Effect of memorandum and articles.

26.

Provisions as to memorandum and articles of company limited by guarantee.

27.

Alterations in memorandum or articles increasing liability to contribute to share capital not to bind existing members without consent.

28.

Power to alter provisions in memorandum which could have been contained in articles.

29.

Copies of memorandum and articles to be given to members.

30.

Issued copies of memorandum to embody alterations.

31.

Definition of member.

32.

Membership of holding company.

33.

Meaning of “private company”.

34.

Consequences of default in complying with conditions constituting a company a private company.

35.

Statement in lieu of prospectus to be delivered to registrar by company on ceasing to be a private company.

36.

Members severally liable for debts where business carried on with fewer than seven, or in case of private company, two members.

37.

Pre-incorporation contracts.

38.

Form of contracts.

39.

Bills of exchange and promissory notes.

40.

Execution of deeds outside the State.

41.

Power for company to have official seal for use abroad.

42.

Authentication of documents.

PART III

Share Capital and Debentures.

43.

Dating of prospectus.

44.

Matters to be stated and reports to be set out in Prospectus.

45.

Exclusion of section 44 and relaxation of Third Schedule in case of certain prospectuses.

46.

Expert's consent to issue of prospectus containing statement by him.

47.

Registration of prospectus.

48.

Restriction on alteration of terms mentioned in prospectus or statement in lieu of prospectus.

49.

Civil liability for mis-statements in prospectus.

50.

Criminal liability for mis-statements in prospectus.

51.

Document containing offer of shares or debentures for sale to be deemed a prospectus.

52.

Interpretation of provisions relating to prospectuses.

53.

Minimum subscription and amount payable on application.

54.

Prohibition of allotment in certain cases unless statement in lieu of prospectus delivered to registrar.

55.

Effect of irregular allotment.

56.

Applications for, and allotment of, shares and debentures.

57.

Allotment of shares and debentures to be dealt in on stock exchange.

58.

Return as to allotments.

59.

Power to pay certain commissions, and prohibition of payment of all other commissions and discounts.

60.

Giving of financial assistance by a company for the purchase of its shares.

61.

Construction of references to offering shares or debentures to the public.

62.

Application of premiums received on issue of shares.

63.

Power to issue shares at a discount.

64.

Power to issue redeemable preference shares.

65.

Power to redeem preference shares issued before 5th May, 1959.

66.

Power of company to arrange for different amounts being paid on shares.

67.

Reserve liability of limited company.

68.

Power of company to alter its share capital.

69.

Notice to registrar of certain alterations in share capital.

70.

Notice of increase of share capital.

71.

Power of unlimited company to provide for reserve share capital on re-registration.

72.

Power of company to reduce its share capital.

73.

Application to court for confirming order, objections by creditors and settlement of list of objecting creditors.

74.

Order confirming reduction and powers of court on making such order.

75.

Registration of order and minute of reduction.

76.

Liability of members in respect of reduced shares.

77.

Penalty for concealment of certain matters in proceedings for reduction.

78.

Rights of holders of special classes of shares.

79.

Nature of shares.

80.

Numbering of shares.

81.

Transfer not to be registered unless instrument of transfer delivered to the company.

82.

Transfer by personal representative.

83.

Registration of transfer at request of transferor.

84.

Notice of refusal to register transfer.

85.

Certification of transfers.

86.

Duties of company in relation to the issue of certificates.

87.

Evidence of title, probate and letters of administration.

88.

Issue and effect of share warrants to bearer.

89.

Validation of invalid issue of shares.

90.

Penalty of personation of shareholder.

91.

Provisions as to register of debenture holders.

92.

Rights of inspection of register of debenture holders and to copies of register and trust deed.

93.

Liability of trustees for debenture holders.

94.

Perpetual debentures.

95.

Power to re-issue redeemed debentures.

96.

Saving of rights of certain mortgagees in case of re-issued debentures.

97.

Specific performance of contracts to subscribe for debentures.

98.

Preferential payments when receiver is appointed under floating charge.

PART IV

Registration of Charges

99.

Registration of charges created by companies.

100.

Duty of company to register charges created by company.

101.

Duty of company to register charges existing on property acquired.

102.

Registration of judgment mortgages.

103.

Register of charges to be kept by registrar of companies.

104.

Certificate of registration.

105.

Entries of satisfaction and release of property from charge.

106.

Extension of time for registration of charges.

107.

Notice to registrar of appointment of receiver, and of receiver ceasing to act.

108.

Effect of provisions of former Companies Acts as to registration of charges on land.

109.

Copies of instruments creating charges to be kept at registered office.

110.

Right to inspect copies of instruments creating charges.

111.

Application of this Part to companies incorporated outside the State.

112.

Registration of charges existing before application of this Act.

PART V

Management and Administration

113.

Registered office of company.

114.

Publication of name by company.

115.

Restrictions on commencement of business.

116.

Register of members.

117.

Index of members.

118.

Provisions as to entries in register in relation to share warrants.

119.

Inspection of register and index.

120.

Consequences of failure to comply with requirements as to register owing to agent's default.

121.

Power to close register.

122.

Rectification of register.

123.

Trusts not to be entered on register.

124.

Register to be evidence.

125.

Annual return to be made by company having a share capital.

126.

Annual return to be made by company not having a share capital.

127.

Time for completion of annual return.

128.

Documents to be annexed to annual return.

129.

Certificates to be sent by private company with annual return.

130.

Statutory meeting and statutory report.

131.

Annual general meeting.

132.

Convening of extraordinary general meeting on requisition.

133.

Length of notice for calling meetings.

134.

General Provisions as to meetings and votes.

135.

Power of court to order a meeting.

136.

Proxies.

137.

Right to demand a poll.

138.

Voting on a poll.

139.

Representation of bodies corporate at meetings of companies and of creditors.

140.

Annual general meeting to be held in the State.

141.

Resolutions.

142.

Extended notice.

143.

Registration of, and obligation of company to supply copies of, certain resolutions and agreements.

144.

Resolutions passed at adjourned meetings.

145.

Minutes of proceedings of meetings of company and directors.

146.

Inspection of minute books.

147.

Keeping of books of account.

148.

Profit and loss account and balance sheet.

149.

Contents and form of accounts; computation and treatment of profits and losses.

150.

Obligation to lay group accounts before holding company.

151.

Form of group accounts.

152.

Contents of group accounts.

153.

Financial year of holding company and subsidiary.

154.

Right of member of private company to get balance sheet of subsidiary.

155.

Meaning of “holding company” and “subsidiary”.

156.

Signing of balance sheet and profit and loss account.

157.

Documents to be attached and annexed to balance sheet.

158.

Directors' report to be attached to balance sheet and contents of such report.

159.

Obligation of company to send copies of balance sheets and directors' and auditors' reports.

160.

Appointment and remuneration of auditors.

161.

Provisions as to resolutions relating to appointment and removal of auditors.

162.

Qualifications for appointment as auditor.

163.

Auditors' report and right of access to books and to attend and be heard at general meetings.

164.

Construction of references to documents annexed to accounts.

165.

Investigation of company's affairs on application of members.

166.

Investigation of company's affairs in other cases.

167.

Power of inspectors to extend investigation into affairs of related companies.

168.

Production of documents, and evidence, on investigation.

169.

Inspectors' report.

170.

Proceedings on inspectors' report.

171.

Expenses of investigation of company's affairs.

172.

Inspectors' report to be evidence.

173.

Saving for solicitors and bankers.

174.

Directors.

175.

Secretary.

176.

Prohibition of body corporate being director.

177.

Avoidance of acts done by person in dual capacity as director and secretary.

178.

Validity of acts of directors.

179.

Restrictions on appointment or advertisement of director.

180.

Share qualifications of directors.

181.

Appointment of directors to be voted on individually.

182.

Removal of directors.

183.

Prohibition of undischarged bankrupts acting as directors.

184.

Power of court to restrain certain persons from acting as directors of or managing companies.

185.

Prohibition of tax-free payments to directors.

186.

Approval of company necessary for payment by it to director for loss of office.

187.

Approval of company necessary for payment to director of compensation in connection with transfer of property.

188.

Duty of director to disclose to company payments to be made to him in connection with transfer of shares in a company.

189.

Provisions supplementary to sections 186, 187 and 188.

190.

Register of directors' shareholdings.

191.

Particulars of directors' salaries and payments to be given in accounts.

192.

Particulars of loans to directors to be given in accounts.

193.

General duty to make disclosure for the purposes of sections 190, 191 and 192.

194.

Duty of director to disclose his interest in contracts made by the company.

195.

Register of directors and secretaries.

196.

Particulars relating to directors to be shown on all business letters of the company.

197.

Limited company may have directors with unlimited liability.

198.

Power of limited company to make liability of directors unlimited.

199.

Provisions as to assignment of office by directors.

200.

Avoidance of provisions exempting officers and auditors of company from liability.

201.

Compromise between company and its members or creditors.

202.

Information as to compromises with members and creditors.

203.

Provisions to facilitate reconstruction and amalgamation of companies.

204.

Power to acquire shares of shareholders dissenting from scheme or contract which has been approved by majority.

205.

Remedy in cases of oppression.

PART VI

Winding up

206.

Modes of winding up.

207.

Liability as contributories of past and present members.

208.

Definition of “contributory”.

209.

Liability of contributory.

210.

Contributories in case of death of member.

211.

Contributories in case of bankruptcy of member.

212.

Jurisdiction to wind up companies.

213.

Circumstances in which company may be wound up by the court.

214.

Circumstances in which company deemed to be unable to pay its debts.

215.

Provisions as to applications for winding up.

216.

Powers of court on hearing petition.

217.

Power to stay or restrain proceedings against company.

218.

Avoidance of dispositions of property and transfer of shares after commencement of winding up.

219.

Avoidance of executions against property of company.

220.

Commencement of winding up by the court.

221.

Copy of order for winding up to be forwarded to registrar.

222.

Actions against company stayed on winding-up order.

223.

Effect of winding-up order.

224.

Statement of company's affair to be filed in court.

225.

Appointment of liquidator.

226.

Appointment and powers of provisional liquidator.

227.

Publication by liquidator of his appointment.

228.

General provisions as to liquidators.

229.

Custody of company's property.

230.

Vesting of property of company in liquidator.

231.

Powers of liquidator.

232.

Meetings of creditors and contributories to determine whether committee of inspection should be appointed.

233.

Constitution and proceedings of committee of inspection.

234.

Power to annul order for winding up or to stay winding up.

235.

Settlement of list of contributories and applications of assets.

236.

Delivery of property of company to liquidator.

237.

Payment of debts due by contributory to the company and extent to which set-off allowed.

238.

Power of court to make calls.

239.

Payment into bank of moneys due to company.

240.

Order on contributory to be conclusive evidence.

241.

Power to exclude creditors not proving in time.

242.

Adjustment of rights of contributories.

243.

Inspection of books by creditors and contributories.

244.

Power to order costs of winding up to be paid out of assets.

245.

Power of court to summon persons for examination.

246.

Attendance of officers of company at meetings.

247.

Power to arrest absconding contributory.

248.

Powers of court cumulative.

249.

Dissolution of company.

250.

Enforcement of orders made in winding up by courts outside the State.

251.

Circumstances in which company may be wound up voluntarily.

252.

Publication of resolution to wind up voluntarily.

253.

Commencement of voluntary winding up.

254.

Effect of voluntary winding up on business and status of company.

255.

Avoidance of transfers of shares after commencement of voluntary winding up.

256.

Statutory declaration of solvency in case of proposal to wind up voluntarily.

257.

Provisions applicable to a members' voluntary winding up.

258.

Power of company to appoint and fix remuneration of liquidators.

259.

Power to fill vacancy in office of liquidator.

260.

Power of liquidator to accept shares as consideration for sale of property of company.

261.

Duty of liquidator to call creditors' meeting if he is of opinion that company unable to pay its debts.

262.

Duty of liquidator to call general meeting at end of each year.

263.

Final meeting and dissolution.

264.

Alternative provisions as to annual and final meetings if liquidator is of opinion that company unable to pay its debts.

265.

Provisions applicable to a creditors, voluntary winding up.

266.

Meeting of creditors.

267.

Appointment of liquidator.

268.

Appointment of committee of inspection.

269.

Fixing of liquidators' remuneration and cesser of directors' powers.

270.

Power to fill vacancy in office of liquidator.

271.

Application of section 260 to a creditors' voluntary winding up.

272.

Duty of liquidator to call meetings of company and of creditors at end of each year.

273.

Final meeting and dissolution.

274.

Provisions applicable to every voluntary winding up.

275.

Distribution of property of company.

276.

Powers and duties of liquidator in voluntary winding up.

277.

Power of court to appoint and remove liquidator in a voluntary winding up.

278.

Notice by liquidator of his appointment.

279.

Provisions as to arrangement binding creditors.

280.

Power to apply to court to have questions determined or powers exercised.

281.

Costs of voluntary winding up.

282.

Saving for rights of creditors and contributories.

283.

Debts which may be proved.

284.

Application of bankruptcy rules in winding up of insolvent companies.

285.

Preferential payments in a winding up.

286.

Fraudulent preference.

287.

Liabilities and rights of certain persons who have been fraudulently preferred.

288.

Circumstances in which floating charge is invalid.

289.

Other circumstances in which floating charge is invalid.

290.

Disclaimer of onerous property in case of company being wound up.

291.

Restriction of rights of creditor as to execution or attachment in case of company being wound up.

292.

Duties of sheriff as to goods taken in execution.

293.

Offences by officers of companies in liquidation.

294.

Alteration or falsification of books.

295.

Frauds by officers of companies which have gone into liquidation.

296.

Liability where proper books of account not kept.

297.

Responsibility of persons concerned for fraudulent trading of company.

298.

Power of court to assess damages against directors.

299.

Prosecution of criminal offences committed by officers and members of company.

300.

Disqualification for appointment as liquidator.

301.

Corrupt inducement affecting appointment as liquidator.

302.

Enforcement of duty of liquidator to make returns.

303.

Notification that a company is in liquidation.

304.

Books of company to be evidence.

305.

Disposal of books and papers of company in winding up.

306.

Information about progress of liquidation.

307.

Unclaimed dividends and balances to be paid into Companies Liquidation Account.

308.

Resolutions passed at adjourned meetings of creditors and contributories.

309.

Meetings to ascertain wishes of creditors and contributories.

310.

Power of court to declare dissolution of company void.

311.

Power of registrar to strike defunct company off register.

312.

Rules of Court for winding up.

313.

Disposal of documents filed with registrar.

PART VII

Receivers

314.

Disqualification of body corporate for appointment as receiver.

315.

Disqualification of undischarged bankrupt from acting as receiver.

316.

Power of receiver to apply to the court for directions and his liability on contracts.

317.

Notification that receiver appointed.

318.

Power of court to fix remuneration of receiver.

319.

Information to be given when receiver is appointed.

320.

Contents of statement to be submitted to receiver.

321.

Delivery to registrar of accounts of receivers.

322.

Enforcement of duty of receiver to make returns.

323.

Construction of references to receiver.

PART VIII

Application of Act to Companies Formed or Registered under former Acts

324.

Application of Act to companies formed and registered under former Companies Acts.

325.

Application of Act to companies registered but not formed under former Companies Acts.

326.

Application of Act to unlimited companies re-registered as limited companies under former Companies Acts.

327.

Provisions as to companies registered under Joint Stock Companies Acts.

PART IX

Companies not Formed under this Act Authorised to Register under this Act.

328.

Companies capable of being registered.

329.

Definition of joint stock company.

330.

Requirements for registration of joint stock companies.

331.

Requirements for registration of company not being a joint stock company.

332.

Verification of lists of members and directors of company for purposes of registration.

333.

Registrar may require evidence as to nature of company.

334.

Change of name for purposes of registration.

335.

Addition of “limited” or “teoranta” to name.

336.

Certificate of registration of existing companies.

337.

Vesting of property on registration.

338.

Saving for existing liabilities.

339.

Continuation of existing actions.

340.

Effects of registration under this Part.

341.

Power to substitute memorandum and articles for deed of settlement.

342.

Power of court to stay or restrain proceedings.

343.

Actions stayed on winding-up order.

PART X

Winding up of Unregistered Companies

344.

Meaning of unregistered company.

345.

Winding up of unregistered companies.

346.

Contributories in winding up of unregistered company.

347.

Power of court to stay or restrain proceedings.

348.

Actions stayed on winding-up order.

349.

Provisions of this Part to be cumulative.

350.

Saving for enactments providing for winding up under former Companies Acts.

PART XI

Companies Incorporated Outside the State Establishing a Place of Business Within the State

351.

Application of this Part.

352.

Documents to be delivered to registrar by certain companies incorporated outside the State.

353.

Return to be delivered to registrar where documents altered.

354.

Accounts of company to Which this Part applies to be delivered to registrar.

355.

Obligation to state name of company to which this Part applies, whether limited and country where incorporated.

356.

Service of documents on company to which this Part applies.

357.

Notice to be given when company to which this Part applies ceases to carry on business in the State.

358.

Penalties for non-compliance with this Part.

359.

Construction of section 275 of Companies (Consolidation) Act, 1908.

360.

Interpretation of this Part.

PART XII

Restrictions on Sale of Shares and Offers of Shares for Sale

361.

Prospectuses relating to companies incorporated outside the State.

362.

Exclusion of section 361 and relaxation of Third Schedule in case of certain prospectuses.

363.

Provisions as to expert's consent and allotment.

364.

Registration of prospectus.

365.

Penalty for contravention of sections 361 to 364.

366.

Civil liability for mis-statements in prospectus.

367.

Interpretation of provisions as to prospectuses.

PART XIII

General Provisions as to Registration

368.

Registration office.

369.

Fees.

370.

Inspection, production and evidence of documents kept by registrar.

371.

Enforcement of duty to comply with Act.

PART XIV

Miscellaneous Provisions relating to Banking Companies, Partnership and Unregistered Companies

372.

Prohibition of banking partnerships with more than ten members.

373.

Notice to be given to customers on registration of banking company with limited liability.

374.

Liability of bank of issue unlimited in respect of notes.

375.

Privileges of banks making annual return.

376.

Prohibition of partnerships with more than twenty members.

377.

Application of certain provisions of this Act to unregistered companies.

PART XV

General

378.

Form of registers, minute books and books of account.

379.

Service of documents on a company.

380.

Penalty for false statements.

381.

Penalty for improper use of word “limited” or “teoranta”.

382.

Prosecution of companies on indictment.

383.

Meaning of “officer in default”.

384.

Production and inspection of books when offence suspected.

385.

Summary proceedings.

386.

Minimum fine for second or subsequent offences.

387.

Saving for privileged communications.

388.

Proof of incorporation of companies incorporated outside the State.

389.

Proof of certificates as to incorporation.

390.

Security for costs by company.

391.

Power of court to grant relief to officers of company.

392.

Annual report by the minister.

393.

Expenses.

394.

Authentication of documents issued by the Minister.

395.

Power to alter Tables and Forms.

396.

Laying of orders before Houses of Oireachtas and power to revoke or amend orders and to prescribe forms.

397.

Restriction of section 58 of Solicitors Act, 1954.

398.

Provisions as to winding-up proceedings commenced before the operative date.

399.

Amendments of other Acts.

SCHEDULES.

FIRST SCHEDULE

Table A, Tábla A, and Tables B, C, D and E.

SECOND SCHEDULE.

Form of Statement in lieu of Prospectus to be delivered to Registrar by a Private Company on becoming a Public Company and Reports to be set out therein.

THIRD SCHEDULE

Matters to be specified in Prospectus and Reports to be set out therein

FOURTH SCHEDULE

Form of Statement in lieu of Prospectus to be delivered to Registrar by a Company which does not issue a Prospectus or which does not make an Allotment on a Prospectus issued, and Reports to be set out therein.

FIFTH SCHEDULE

Contents and Form of Annual Return of a Company having a Share Capital.

SIXTH SCHEDULE.

Accounts

SEVENTH SCHEDULE

Matters to be expressly stated in Auditors' Report

EIGHTH SCHEDULE.

Fees to be paid to the Registrar of Companies.

NINTH SCHEDULE.

Provisions of this Act applied to Unregistered Companies

TENTH SCHEDULE.

Provisions Referred to in Section 380

ELEVENTH SCHEDULE.

Amendments of other Acts

TWELFTH SCHEDULE.

Enactments Repealed

THIRTEENTH SCHEDULE.

Enactment Saved


Acts Referred to

Joint Stock Companies Act, 1856

1856, c. 47

Companies Act, 1862

1862, c. 89

Companies (Consolidation) Act, 1908

1908, c. 69

Insolvent Act, 1857

1857, c. 60

Bankruptcy (Ireland) Amendment Act, 1872

1872, c. 58

Debtors Act (Ireland) 1872

1872, c. 26

Local Bankruptcy (Ireland) Act, 1888

1888, c. 44

Joint Stock Companies Act, 1857

1857, c. 14

Joint Stock Banking Companies Act, 1857

1857, c. 80

Joint Stock Banking Companies Act, 1857

1857, c. 49

Bankruptcy (Ireland) Amendment Act, 1872

1872, c. 58

Trade Union Act, 1871

1871, c. 31

Interpretation Act, 1937

1937, No. 38

Companies Clauses Consolidation Act, 1845

1845. c. 16

Companies (Consolidation) Act, 1908

1908, c. 69

Insurance (Intermittent Unemployment) Act, 1942

1942, No. 7

Companies Act, 1907

1907, c. 50

Assurance Companies Act, 1909

1909, c. 49

Moneylenders Act, 1933

1933, No. 36

Companies Act, 1959

1959, No. 7

Irish Bankrupt and Insolvent Act, 1857

1857, c. 60

Finance (No. 2) Act, 1959

1959, No. 42

Courts of Justice Act, 1936

1936, No. 48

Companies Act, 1879

1879, c. 76

Finance Act, 1895

1895, c. 16

Bankers (Ireland) Act, 1825

1825. c. 42

Bankers (Ireland) Act, 1845

1845, c. 37

Chartered Companies Act, 1837

1837, c. 73

Petty Sessions (Ireland) Act, 1851

1851, c. 93

Solicitors Act, 1954

1954, No. 36

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Number 33 of 1963.


COMPANIES ACT, 1963.


AN ACT TO CONSOLIDATE WITH AMENDMENTS CERTAIN ENACTMENTS RELATING TO COMPANIES AND FOR PURPOSES CONNECTED WITH THAT MATTER. [23rd December, 1963.]

BE IT ENACTED BY THE OIREACHTAS AS FOLLOWS:—