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Companies (Amendment) Act, 1983

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Number 13 of 1983


COMPANIES (AMENDMENT) ACT, 1983


ARRANGEMENT OF SECTIONS

PART I

Preliminary

Section

1.

Short title, collective citation and commencement.

2.

Interpretation.

3.

Amendments, repeals and savings.

PART II

Name of public limited company, registration and re-registration of companies

4.

Name of a public limited company.

5.

Registration of companies.

6.

Restriction on commencement of business by a public limited company.

7.

Prohibition on formation of public company limited by guarantee and having a share capital.

8.

Power of registrar to strike public limited company off register.

9.

Re-registration of private company as public limited company.

10.

Requirements as to share capital of private company applying to re-register as public limited company.

11.

Re-registration of unlimited company as public limited company.

12.

Old public limited companies.

13.

Failure by an old public limited company to re-register as public limited company.

14.

Re-registration of public limited company as private company.

15.

Provisions supplementary to section 14.

16.

Failure by old public limited company to re-register as another form of company.

17.

Limitation on reduction by a public limited company of its allotted share capital.

18.

Registration of joint stock companies.

PART III

The capital of a company

Authorised share capital and the issue of share capital

19.

Meaning of “authorised minimum”.

20.

Authority of company required for allotment of certain securities by directors.

21.

Shares and debentures of private company not to be offered to public.

22.

Document containing offer to state whether shares will be allotted where issue not fully subscribed.

Pre-emption rights

23.

Pre-emption rights.

24.

Further provisions relating to pre-emption rights.

25.

Transitional provisions relating to pre-emption rights.

Payment for share capital

26.

Subscription of share capital.

27.

Prohibition on allotment of shares at a discount.

28.

Payment for allotted shares.

29.

Payment of non-cash consideration.

30.

Experts' reports on non-cash consideration before allotment of shares.

31.

Experts' reports: supplementary.

32.

Experts' reports on non-cash assets acquired from subscribers, etc.

33.

Provisions supplementary to section 32.

34.

Relief.

35.

Special provisions as to issue of shares to subscribers.

36.

Contravention of sections 26 to 35.

37.

Application of sections 26 to 36 in special cases.

38.

Variation of rights attached to special classes of shares.

39.

Registration of particulars of special rights.

Maintenance of capital

40.

Obligation to convene extraordinary general meeting in event of serious loss of capital.

41.

Restriction on company acquiring its own shares.

42.

Acquisition of shares in a company by company's nominee.

43.

Treatment of shares held by or on behalf of a public limited company.

44.

Charges taken by public limited companies on own shares.

PART IV

Restrictions on distribution of profits and assets

45.

Profits available for distribution.

46.

Restriction on distribution of assets.

47.

Other distributions of investment companies.

48.

Realised profits of assurance companies.

49.

The relevant accounts.

50.

Consequences of making unlawful distribution.

51.

Ancillary provisions.

PART V

Change of status of certain companies

52.

Re-registration of limited company as unlimited.

53.

Re-registration of unlimited company as limited.

54.

Cesser of section 20 of Principal Act.

PART VI

Miscellaneous

55.

Public limited company to publish certain matters in Iris Oifigiúil.

56.

Trading under misleading name.

57.

Penalties.

58.

Revocation of power under section 24 of Principal Act to dispense with “limited” in name of public limited companies.

59.

Power by order to prescribe forms and to revoke and amend orders.

60.

Laying of orders before Houses of Oireachtas.

61.

Expenses.

FIRST SCHEDULE

Minor and consequential amendments to the Companies Act, 1963.

SECOND SCHEDULE

Forms of memorandum of association of a public limited company.

THIRD SCHEDULE

Repeals.


Acts Referred to

Assurance Companies Act, 1909

1909, c. 49

Chartered Companies Act, 1837

1837, c. 73

Companies Act, 1963

1963, No. 33

Companies (Amendment) Act, 1977

1977, No. 31

Companies (Amendment) Act, 1982

1982, No. 10

Criminal Procedure Act, 1967

1967 No. 12

Hire-Purchase Act, 1946

1946, No. 16

Insurance Act, 1936

1936, No. 45

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Number 13 of 1983


COMPANIES (AMENDMENT) ACT, 1983


AN ACT TO AMEND THE LAW RELATING TO COMPANIES. [5th June, 1983]

BE IT ENACTED BY THE OIREACHTAS AS FOLLOWS: