No. 33/1990:

COMPANIES ACT, 1990

ARRANGEMENT OF SECTIONS

PART I

PRELIMINARY

Section

1. Short title, collective citation and construction.

2. Commencement.

3. Interpretation.

4. Periods of time.

5. Orders.

6. Repeals.

PART II

INVESTIGATIONS

7. Investigation of company's affairs.

8. Investigation of company's affairs on application of Minister.

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

10. Production of documents and evidence on investigation.

11. Inspectors' reports.

12. Proceedings on inspectors' report.

13. Expenses of investigation of company's affairs.

14. Appointment and powers of inspectors to investigate ownership of company.

15. Power to require information as to persons interested in shares or debentures.

16. Power to impose restrictions on shares or debentures.

17. Extension of powers of investigation to certain bodies incorporated outside the State.

18. Admissibility in evidence of certain matters.

19. Power of Minister to require production of documents.

20. Entry and search of premises.

21. Provision for security of information.

22. Inspectors' reports to be evidence.

23. Saving for privileged information.

24. Power to make supplementary regulations.

PART III

TRANSACTIONS INVOLVING DIRECTORS

Preliminary

25. Interpretation of Part III.

26. Connected persons.

27. Shadow directors.

Particular transactions involving conflict of interest

28. Contracts of employment of directors.

29. Substantial property transactions involving directors, etc.

30. Penalisation of dealing by director of a company in options to buy or sell certain shares in, or debentures of, the company or associated companies.

31. Prohibition of loans, etc. to directors and connected persons.

32. Arrangements of certain value.

33. Reduction in amount of company's relevant assets.

34. Inter-company loans in same group.

35. Transactions with holding company.

36. Directors' expenses.

37. Business transactions.

38. Civil remedies for breach of section 31.

39. Personal liability for company debts in certain cases.

40. Criminal penalties for breach of section 31.

Disclosure of transactions involving directors and others

41. Substantial contracts, etc., with directors and others to be disclosed in accounts.

42. Particulars required to be included in accounts by section 41.

43. Particulars of amounts outstanding to be included in accounts.

44. Further provisions relating to licensed banks.

45. Arrangements excluded from sections 41 and 44.

46. Duty of auditors of company in breach of section 41 or 43.

47. Disclosure by directors of interests in contracts, etc.

Supplemental

48. Power to alter financial limits under Part III.

49. Cessation of section 192 of Principal Act.

50. Inspection of directors' service contracts.

51. Register of directors and secretaries.

52. Directors to have regard to interests of employees.

PART IV

DISCLOSURE OF INTERESTS IN SHARES

CHAPTER 1

Share Dealings by Directors, Secretaries and their Families

53. Obligation of director or secretary to notify interests in shares or debentures of company.

54. Nature of an interest within section 53.

55. Interests to be disregarded.

56. Periods within which obligations under section 53 must be discharged.

57. Circumstances in which obligation under section 53 is not discharged.

58. Other provisions relating to notification.

59. Register of interests.

60. Provisions relating to register.

61. Removal of entries from register.

62. Entries, when not to be removed.

63. Disclosure of interests in directors' report.

64. Extension of section 53 to spouses and children.

65. Duty of company to notify stock exchange.

66. Investigation of share dealing.

CHAPTER 2

Individual and Group Acquisitions

67. Obligation of disclosure and the cases in which it may arise.

68. Interests to be disclosed.

69. "Percentage level" in relation to notifiable interests.

70. The notifiable percentage.

71. Particulars to be contained in notification.

72. Notification of family and corporate interests.

73. Agreement to acquire interests in a public limited company.

74. Obligation of disclosure arising under section 73.

75. Obligation of persons acting together to keep each other informed.

76. Interests in shares by attribution.

77. Interests in shares which are to be notified.

78. Interests to be disregarded.

79. Other provisions relating to notification.

80. Register of interests in shares.

81. Company investigations.

82. Registration of interests disclosed under section 81.

83. Company investigations on requisition by members.

84. Company report to members.

85. Penalty for failure to provide information.

86. Removal of entries from register.

87. Entries, when not to be removed.

88. Inspection of register and reports.

89. The 1988 Directive.

90. Provisions as to interpretation.

91. Obligation to notify certain interests to the Exchange.

92. Duty of relevant authority to report to Director of Public Prosecutions.

93. Application and amendment of the 1984 Regulations.

94. Obligation of professional secrecy.

95. Immunity from suit.

96. Co-operation between authorities in Member States.

CHAPTER 3

Disclosure Orders: Companies other than Public Limited Companies

97. Application of Chapter 3.

98. Disclosure order.

99. Procedure on application for disclosure order.

100. Scope of disclosure order.

101. Powers of court.

102. Notice of disclosure order.

103. Information disclosed under order.

104. Civil consequences of contravention of disclosure order.

CHAPTER 4

General provisions about share registers etc.

105. Power to alter maximum inspection etc. charges.

106. Transitional provisions.

PART V

INSIDER DEALING

107. Interpretation.

108. Unlawful dealings in securities by insiders.

109. Civil liability for unlawful dealing.

110. Exempt transactions.

111. Criminal liability for unlawful dealing.

112. Restriction on dealing.

113. Duty of agents in relation to unlawful dealing.

114. Penalties for offences under this Part.

115. Duty of recognised stock exchange in relation to unlawful dealing.

116. Co-operation with other authorities outside the State.

117. Authorised persons.

118. Obligation of professional secrecy.

119. Extension of Council Directive 79/279/EEC.

120. Annual report of recognised stock exchange.

121. Power of Minister to make supplementary regulations.

PART VI

WINDING UP AND RELATED MATTERS

Registration of Charges

122. Amendment of section 99 of the Principal Act.

Winding Up by the Court

123. Amendment of sections 214 and 345 of Principal Act.

124. Amendment of section 231 of the Principal Act.

125. No lien over company's books, records, etc.

126. Power of court to summon persons for examination.

127. Order for payment or delivery of property against person examined under section 245 of Principal Act.

Declaration of Solvency

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

Provisions applicable to a Members' Voluntary Winding Up

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

Provisions applicable to a Creditors' Voluntary Winding Up

130. Amendment of section 266 of the Principal Act.

131. Creditors' voluntary winding up.

Provisions applicable to every Voluntary Winding Up

132. Amendment of section 275 of the Principal Act.

133. Consent to appointment as liquidator and notification of appointment.

Provisions applicable to every Winding Up

134. Preferential payments in a winding up.

135. Fraudulent preference.

136. Circumstances in which floating charge is invalid.

137. Criminal liability of persons concerned for fraudulent trading of company.

138. Civil liability of persons concernned for fraudulent or reckless trading of company.

139. Power of the court to order the return of assets which have been improperly transferred.

140. Company may be required to contribute to debts of related companies.

141. Pooling of assets of related companies.

142. Amendment of section 298 of the Principal Act.

143. Amendment of section 299 of the Principal Act.

144. Duty of liquidators and receivers to include certain information in returns etc.

145. Penalty for default of receiver or liquidator in making certain accounts and returns.

Supplementary Provisions

146. Disqualification for appointment as liquidator.

147. Disclosure of interest by creditors etc. at creditors' meetings.

148. Extension of power of court to assess damages against directors.

PART VII

DISQUALIFICATIONS AND RESTRICTIONS:

DIRECTORS AND OTHER OFFICERS

CHAPTER 1

Restriction on Directors of Insolvent Companies

149. Application of Chapter I

150. Restriction.

151. Duty of liquidator under this Chapter.

152. Relief.

153. Register of restricted persons.

154. Application of this Chapter to receivers.

155. Restrictions on company to which section 150 (3) applies.

156. Requirements as to shares allotted by a company to which section 155 applies.

157. Relief for a company in respect of prohibited transactions.

158. Power to vary amounts mentioned in section 150 (3).

CHAPTER 2

Disqualification Generally

159. Interpretation of Chapters 2 and 3.

160. Disqualification of certain persons from acting as directors or auditors of or managing companies.

CHAPTER 3

Enforcement

161. Penalty for acting contrary to the provisions of Chapter 1 or 2.

162. Period of disqualification order to which person is deemed to be subject.

163. Civil consequences of acting contrary to the provisions of Chapter 1 or 2.

164. Penalty for acting under directions of disqualified person.

165. Civil consequences of acting under directions of disqualified person.

166. Information to be given by directors to the court.

167. Information to be supplied to registrar of companies.

168. Register of persons subject to disqualification orders.

169. Prohibition of undischarged bankrupts acting as directors or other officers of companies.

PART VIII

RECEIVERS

170. Disqualification for appointment as receiver.

171. Amendment of section 316 of the Principal Act.

172. Duty of receiver selling property to get best price reasonably obtainable.

173. Amendment of section 320 of the Principal Act.

174. Consequences of contravention of Section 319 or 320 of the Principal Act.

175. Removal of receiver.

176. Court may determine or limit receivership on application of liquidator.

177. Resignation of receiver.

178. Application of section 139 to receivers.

179. Application of section 299 (2), (4) and (5) of the Principal Act to receivers.

PART IX

COMPANIES UNDER COURT PROTECTION

180. Amendments to the Companies (Amendment) Act, 1990.

181. Further amendments to the Companies (Amendment) Act, 1990.

PART X

ACCOUNTS AND AUDIT

182. Interpretation of Part X.

183. Appointment and removal of auditors.

184. Resolutions relating to appointment and removal of auditors and rights of auditors who have been removed.

185. Resignation of auditors.

186. Requisitioning of general meeting of company by resigning auditor.

187. Qualification for appointment as auditor.

188. Persons undergoing training on 1 January, 1990.

189. Approval of qualifications obtained outside the State.

190. Consultation by Minister regarding standards and qualifications.

191. Recognition of bodies of accountants.

192. Provisions in relation to recognitions and authorisations by Minister under section 187.

193. Auditors' report and right of access to books and of attendance and audience at general meetings.

194. Duty of auditors if proper books of account not being kept.

195. Prohibition on acting in relation to audit while disqualification order in force.

196. Powers of auditors in relation to subsidiaries.

197. Penalty for false statements to auditors.

198. Register of auditors.

199. Transitional provisions concerning register.

200. Duty to keep registrar informed.

201. Power to make supplementary regulations.

202. Keeping of books of account.

203. Liability of officers of company to penalty where proper books of account not kept.

204. Personal liability of officers of company where proper books of account not kept.

205. Commencement of Part X.

PART XI

ACQUISITION OF OWN SHARES AND SHARES IN HOLDING COMPANY

206. Interpretation.

207. Power to issue redeemable shares.

208. Cancellation of shares on redemption.

209. Treasury. shares.

210. Power to convert shares into redeemable shares.

211. Power of company to purchase own shares.

212. Off-market and market purchases.

213. Authority for off-market purchase.

214. Contingent purchase contract.

215. Authority for market purchase.

216. Duration of authority granted by public limited companies to purchase own shares.

217. Assignment or release of company's right to purchase own shares.

218. Incidental payments with respect to purchase of own shares.

219. Effect of company's failure to redeem or purchase.

220. Redemption of existing redeemable preference shares.

221. Construction of references to redeemable preference shares.

222. Retention and inspection of documents.

223. Application of section 108 (6) to dealings by company in its own securities.

224. Holding by subsidiary of shares in its holding company.

225. Civil liability for improper purchase in holding company.

226. Return to be made to registrar.

227. Amendment of section 89 of the Principal Act.

228. Regulations as to purchase of shares.

229. Duty of company to notify stock exchange.

230. Duty of stock exchange in relation to unlawful purchases.

231. Amendments to the Principal Act in respect of share capital.

232. Amendments to the Act of 1983.

233. Amendments to the Companies (Amendment) Act, 1986.

234. Offences under this Part.

PART XII

GENERAL

235. Amendment of section 2 of the Principal Act.

236. Qualifications of secretary of public limited company.

237. Qualifications of liquidators and receivers.

238. Amendment of section 61 of the Principal Act.

239. Power to make regulations for transfer of securities.

240. Offences.

241. Offences by certain bodies.

242. Furnishing false information.

243. Penalisation of destruction, mutilation or falsification of documents.

244. Increase of penalties.

245. Amendment of section 12 of Companies (Amendment) Act, 1982.

246. Restoration to register of company struck off.

247. System of classification of information.

248. Delivery to the registrar of documents in legible form.

249. Delivery to the registrar of documents otherwise than in legible form.

250. Amendment of section 377 of, and Ninth Schedule to, the Principal Act.

251. Application of certain provisions to companies not in liquidation.

PART XIII

INVESTMENT COMPANIES

252. Interpretation of this Part.

253. Share capital of investment companies.

254. Power of company to purchase own shares.

255. Treatment of purchased shares.

256. Authorisation by Bank.

257. Powers of Bank.

258. Adaptation of certain provisions of UCITS Regulations.

259. Default of investment company or failure in performance of its investments.

260. Restriction of certain provisions of Companies Acts.

261. Power to make supplementary regulations.

262. Offences.

SCHEDULE

PROVISIONS SUBSTITUTED FOR NINTH SCHEDULE TO PRINCIPAL ACT.

ACTS REFERRED TO

Number 33 of 1990

COMPANIES ACT, 1990

AN ACT TO AMEND THE LAW RELATING TO COMPANIES AND TO PROVIDE FOR RELATED MATTERS.

[22nd December, 1990]

BE IT ENACTED BY THE OIREACHTAS AS FOLLOWS: