No. 33/1963:

COMPANIES ACT, 1963

ARRANGEMENT OF SECTIONS

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 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 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 contributions 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 Cost 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 1936, No. 48.

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 AUTHORISATION 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 companies.

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 OR 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.

FIRST SCHEDULE

SECOND SCHEDULE

THIRD SCHEDULE

FOURTH SCHEDULE

FIFTH SCHEDULE

SIXTH SCHEDULE

SEVENTH SCHEDULE

EIGHTH SCHEDULE

NINTH SCHEDULE

TENTH SCHEDULE

ELEVENTH SCHEDULE

TWELFTH SCHEDULE

THIRTEENTH SCHEDULE

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:—