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Company Law Enforcement Act, 2001

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Number 28 of 2001


COMPANY LAW ENFORCEMENT ACT, 2001


ARRANGEMENT OF SECTIONS

PART 1

Preliminary and General

Section

1.

Short title, collective citation and construction.

2.

Commencement.

3.

Interpretation.

4.

Regulations.

5.

Laying of regulations and orders before Houses of the Oireachtas and power to revoke or amend orders.

6.

Expenses of Minister.

PART 2

Director of Corporate Enforcement

Director

7.

Director of Corporate Enforcement.

8.

Terms and conditions of appointment of Director.

9.

Superannuation.

10.

Removal, disqualification or cessation of Director.

Acting Director

11.

Acting Director of Corporate Enforcement.

Functions of Director

12.

Functions of Director.

13.

Delegation.

Transfer of Minister's Functions to Director

14.

Transfer of functions.

General

15.

Director or officer of Director indemnified against losses.

16.

Reporting by Director.

17.

Disclosure of information.

18.

Information relating to offences under Companies Acts may be disclosed to Director or officer of Director.

PART 3

Investigations

19.

Amendment of section 145 of Act of 1963.

20.

Amendment of section 7 of Act of 1990.

21.

Amendment of section 8 of Act of 1990 — Investigation of company's affairs on application of Director.

22.

Amendment of section 9 of Act of 1990.

23.

Amendment of section 10 of Act of 1990.

24.

Amendment of section 11 of Act of 1990.

25.

Amendment of section 13 of Act of 1990.

26.

Amendment of section 14 of Act of 1990.

27.

Amendment of section 16 of Act of 1990.

28.

Amendment of section 18 of Act of 1990.

29.

Repeal and substitution of section 19 of Act of 1990 — Power of Director to require production of documents.

30.

Repeal and substitution of section 20 of Act of 1990.

31.

Amendment of section 21 of Act of 1990.

32.

Amendment of section 23 of Act of 1990.

33.

New section 23A of Act of 1990 — Assistance to overseas company law authorities.

34.

Examination of books and documents of certain companies to be continued by Minister or authorised officer.

35.

Amendment of section 79 of Act of 1990.

36.

Amendment of section 92 of Act of 1990 — Duty of relevant authority to report to Director.

37.

Amendment of section 115 of Act of 1990.

38.

Amendment of section 118 of Act of 1990.

39.

Amendment of section 230 of Act of 1990.

PART 4

Restrictions and Disqualifications

40.

New section 183A of Act of 1963 — Examination as to solvency status.

41.

Amendment of section 150 of Act of 1990.

42.

Amendment of section 160 of Act of 1990.

PART 5

Winding-up and Insolvency

43.

Amendment of section 243 of Act of 1963 — Inspection of books by creditors, contributories and Director.

44.

Amendment of section 245 of Act of 1963.

45.

Amendment of section 245A of Act of 1963.

46.

Repeal and substitution of section 247 of Act of 1963 — Power to arrest absconding contributory or officer of company.

47.

Amendment of section 267 of Act of 1963.

48.

Amendment of section 278 of Act of 1963.

49.

New sections 282A to 282D of Act of 1963.

50.

Amendment of section 298 of Act of 1963.

51.

Amendment of section 299 of Act of 1963.

52.

Amendment of section 319 of Act of 1963.

53.

New section 323A of Act of 1963 — Director may request production of receiver's books.

54.

Amendment of section 251 of Act of 1990.

55.

Order to restrain directors and others from moving assets.

56.

Liquidator to report on conduct of directors.

57.

Director's power to examine liquidator's books.

58.

Reporting to Director of misconduct by liquidators or receivers.

PART 6

Measures to Improve Compliance with Filing Obligations

59.

Repeal of sections 125 and 126 of Act of 1963 and substitution of section 125 — Annual return.

60.

Repeal and substitution of section 127 of Act of 1963 — Annual return date.

61.

Amendment of section 153 of Act of 1963 — Financial year and annual return date of holding company and subsidiary.

62.

Amendment of section 370 of Act of 1963.

63.

Amendment of section 395 of Act of 1963 and repeal of Fifth Schedule.

64.

Amendment of section 7 of Companies (Amendment) Act, 1986.

65.

Amendment of section 17(1) of Companies (Amendment) Act, 1986.

66.

Special provisions applying where default in delivery of documents to registrar of companies.

PART 7

Company Law Review Group

67.

Establishment of Company Law Review Group.

68.

Functions of Review Group.

69.

Membership of Review Group.

70.

Meetings and business of Review Group.

71.

Annual Report and provision of information to Minister.

PART 8

Auditors

72.

Amendment of section 187 of Act of 1990.

73.

Amendment of section 192 of Act of 1990.

74.

Amendment of section 194 of Act of 1990 — Duty of auditors if proper books of account not being kept or other offences suspected.

PART 9

Transactions Involving Directors

75.

Amendment of section 25 of Act of 1990.

76.

Amendment of section 26 of Act of 1990.

77.

Amendment of section 33 of Act of 1990.

78.

Repeal and substitution of section 34 of Act of 1990 — Exceptions to section 31 in certain circumstances.

79.

Amendment of section 35 of Act of 1990 — Inter-company transactions in the same group.

PART 10

Miscellaneous

80.

Reference Memoranda and Articles of Association.

81.

Amendment of section 7 of Act of 1963.

82.

Amendment of section 14 of Act of 1963.

83.

Amendment of section 17 of Act of 1963.

84.

Amendment of section 2 of Act of 1963.

85.

Amendment of section 10 of Act of 1963.

86.

Amendment of section 21 of Act of 1963.

87.

Amendment of section 23 of Act of 1963.

88.

Repeal and substitution of section 24 of Act of 1963.

89.

Amendment of section 60 of Act of 1963.

90.

Amendment of section 158 of Act of 1963.

91.

Amendment of section 195 of Act of 1963.

92.

Amendment of section 201 of Act of 1963.

93.

Amendment of section 213 of Act of 1963.

94.

Amendment of section 215 of Act of 1963.

95.

Amendment of section 334 of Act of 1963.

96.

Amendment of section 371 of Act of 1963.

97.

New section 371A of Act of 1963 — Power to compel compliance with requirement made under section 19(3)(b) of Act of 1990.

98.

Repeal and substitution of section 381 of Act of 1963 — Improper use of “limited” or “teoranta”.

99.

Amendment of section 392 of Act of 1963.

100.

Repeal and substitution of section 383 of Act of 1963.

101.

New section 3A of Companies (Amendment) Act, 1982 — Additional statement to be delivered to registrar.

102.

Amendment of section 30 of Act of 1990.

103.

Amendment of section 110 of Act of 1990.

104.

Amendment of section 240 of Act of 1990.

105.

New section 240A of Act of 1990 — Court in which proceedings for certain offences may be brought.

106.

Amendment of section 242 of Act of 1990.

107.

New section 249A of Act of 1990 — Power to reject documents sent for registration and amendments consequential on that section's insertion.

108.

Amendment of section 258 of Act of 1990.

109.

Notice by Director of intention to prosecute.

110.

Provision of information to juries.

111.

Non-application of certain provisions concerning acquisition by subsidiary of shares in its holding company.

112.

Amendment of Freedom of Information Act, 1997.

113.

Amendment of section 7A of Bankers' Books Evidence Act, 1879.

114.

Amendment of section 9 of Consumer Information Act, 1978.

SCHEDULE

Transfer of Functions from Minister to Director


Acts Referred to

Bankers' Books Evidence Act, 1879

43 & 44 Vict., c. 11

Central Bank Act, 1989

1989, No. 16

Civil Service Commissioners Act, 1956

1956, No. 45

Civil Service Regulation Act, 1956

1956, No. 46

Committees of the Houses of the Oireachtas (Compellability, Privileges and Immunities of Witnesses) Act, 1997

1997, No. 17

Companies Act, 1963

1963, No. 33

Companies Act, 1990

1990, No. 33

Companies Acts, 1963 to 1999

Companies (Amendment) Act, 1982

1982, No. 10

Companies (Amendment) Act, 1986

1986, No. 25

Consumer Credit Act, 1995

1995, No. 24

Consumer Information Act, 1978

1978, No. 1

Courts Act, 1971

1971, No. 36

European Communities Act, 1972

1972, No. 27

European Parliament Elections Act, 1997

1997, No. 2

Freedom of Information Act, 1997

1997, No. 13

Insurance Acts, 1909 to 2000

Irish Takeover Panel Act, 1997

1997, No. 5

Partnership Act, 1890

53 & 54 Vict., c. 93

Stock Exchange Act, 1995

1995, No. 9

Taxes Consolidation Act, 1997

1997, No. 39

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Number 28 of 2001


COMPANY LAW ENFORCEMENT ACT, 2001


AN ACT TO ESTABLISH A DIRECTOR OF CORPORATE ENFORCEMENT AND PROVIDE FOR HIS OR HER APPOINTMENT, TERMS AND CONDITIONS AND FUNCTIONS, TO PROVIDE FOR AN ACTING DIRECTOR TO PERFORM THE FUNCTIONS OF THE DIRECTOR DURING EXIGENCIES, TO TRANSFER EXISTING FUNCTIONS OF THE MINISTER RELATING TO THE ENFORCEMENT OF THE COMPANIES ACTS TO THE DIRECTOR, TO ESTABLISH A COMPANY LAW REVIEW GROUP TO MONITOR, REVIEW AND ADVISE THE MINISTER ON MATTERS RELATING TO COMPANY LAW, TO AMEND IN VARIOUS WAYS THE COMPANIES ACT, 1963, THE COMPANIES ACT, 1990, AND VARIOUS OTHER ACTS, AND FOR RELATED PURPOSES. [9th July, 2001]

BE IT ENACTED BY THE OIREACHTAS AS FOLLOWS: