S.I. No. 64/1999 - Companies Act, 1963 (Section 377(1)) Order, 1999.

I, NOEL TREACY, Minister of State at the Department of Enterprise, Trade and Employment, in exercise of the powers conferred on me by section 377 (1) of the Companies Act, 1963 (No. 33 of 1963), (inserted by section 250 of the Companies Act, 1990 (No. 33 of 1990)), 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 Act, 1963 (section 377(1)) Order, 1999.

2. In this Order—

“the Act of 1990” means the Companies Act, 1990 (No. 33 of 1990);

“the Companies Acts” means the Companies Act, 1963 (No. 33 of 1963), and every enactment which is to be construed as one with that Act;

“the provisions of the Companies Acts as applied” means the provisions of the Companies Acts which, by virtue of section 377(1) of, and the Ninth Schedule to, the Companies Act, 1963 (as altered by the Companies Act, 1963 (Ninth Schedule) Regulations, 1999), apply to the bodies corporate specified in the said section 377(1);

“the provisions of the Act of 1990 as applied” means the provisions of Part XI of the Act of 1990 which, by virtue of section 377(1) of, and the Ninth Schedule to, the Companies Act, 1963 (as altered by the Companies Act, 1963 (Ninth Schedule) Regulations, 1999), apply to the bodies corporate specified in the said section 377(1).

3. There is hereby prescribed the following adaptation of the provisions of the Companies Acts as applied, namely, each of the references to articles in those provisions shall be constructed as including references to the bye-laws of the body corporate concerned.

4. There are hereby prescribed the following modifications of the provisions of the Act of 1990 as applied, namely—

(a) subsection (1) of section 210 of the Act of 1990 shall have effect as if there were inserted the following sentence at the end of that subsection—

“For the purposes of this section the provisions of the Companies Acts governing the variation of rights attached to classes of shares shall apply to the body corporate concerned.”,

(b) sections 215, 216, 222 and 226 of the Act of 1990, in so far as they apply to a public limited company, shall apply to all bodies corporate to which section 377 (1) of the Companies Act, 1963 , applies, other than those which, if they were registered under the Companies Acts, would be private companies.

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 facilitate the application of part IX of the Companies Act, 1990 , as altered by the Companies Act 1963 (Ninth Schedule) Regulations, 1999 to unregistered companies, by making some necessary modifications in the application of that Part to such unregistered companies.