Companies Act 2014

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Number 38 of 2014


COMPANIES ACT 2014


CONTENTS

PART 1

PRELIMINARY AND GENERAL

Section

1. Short title and commencement

2. Interpretation generally

3. Periods of time

4. Repeals and revocations

5. Savings and transitional provisions

6. Construction of references in other Acts to companies registered under Companies (Consolidation) Act 1908 and Act of 1963

7. Definition of “subsidiary”

8. Definitions of “holding company”, “wholly owned subsidiary” and “group of companies”

9. Act structured to facilitate its use in relation to most common type of company

10. Reference in Parts 2 to 14 to company to mean private company limited by shares

11. Construction of references to directors, board of directors and interpretation of certain other plural forms

12. Regulations and orders

13. Authentication of certain official documents

14. Expenses

PART 2

INCORPORATION AND REGISTRATION

CHAPTER 1

Preliminary

15. Definitions (Part 2)

16. Extension of transition period in the event of difficulties

CHAPTER 2

Incorporation and consequential matters

17. Way of forming private company limited by shares

18. Company to carry on activity in the State and prohibition of certain activities

19. Form of the constitution

20. Restriction on amendment of constitution

21. Registration of constitution

22. Statement to be delivered with constitution

23. Additional statement to be furnished in certain circumstances

24. Declaration to be made to Registrar

25. Effect of registration

26. Provisions as to names of companies

27. Trading under a misleading name

28. Reservation of a company name

29. Effect of reservation of name

30. Change of name

31. Effect of constitution

32. Amendment of constitution by special resolution

33. Publication of notices

34. Language of documents filed with Registrar

35. Authorisation of an electronic filing agent

36. Revocation of the authorisation of an electronic filing agent

37. Copies of constitution to be given to members

CHAPTER 3

Corporate capacity and authority

38. Capacity of private company limited by shares

39. Registered person

40. Persons authorised to bind company

41. Powers of attorney

CHAPTER 4

Contracts and other transactions

42. Form of contracts

43. The common seal

44. Power for company to have official seal for use abroad

45. Pre-incorporation contracts

46. Bills of exchange and promissory notes

47. Liability for use of incorrect company name

48. Authentication by company of documents

CHAPTER 5

Company name, registered office and service of documents

49. Publication of name by company

50. Registered office of company

51. Service of documents

52. Security for costs

53. Enforcement of orders and judgments against companies and their officers

CHAPTER 6

Conversion of existing private company to private company limited by shares to which Parts 1 to 15 apply

54. Interpretation (Chapter 6)

55. Status of existing private companies at end of transition period: general principle

56. Conversion of existing private companies to designated activity companies: duties and powers in that regard

57. Relief where company does not re-register as a designated activity company

58. Applicable laws during transition period

59. Adoption of new constitution by members

60. Preparation, registration, etc. of new constitution by directors

61. Deemed constitution

62. Relief for members and creditors

63. Procedure for re-registration as designated activity company under this Chapter

PART 3

SHARE CAPITAL, SHARES AND CERTAIN OTHER INSTRUMENTS

CHAPTER 1

Preliminary and interpretation

64. Interpretation (Part 3)

65. Powers to convert shares into stock, etc.

66. Shares

67. Numbering of shares

CHAPTER 2

Offers of securities to the public

68. Limitation on offers of securities to the public

CHAPTER 3

Allotment of shares

69. Allotment of shares

70. Supplemental and additional provisions as regards allotments

71. Payment of shares

72. Restriction of section 71(5) in the case of mergers

73. Restriction of section 71(5) in the case of group reconstructions

74. Supplementary provisions in relation to sections 72 and 73

75. Restriction of section 71(5) in the case of shares allotted in return for acquisition of issued shares of body corporate

76. Treatment of premiums paid on shares issued before a certain date

77. Calls on shares

78. Supplemental provisions in relation to calls

79. Further provisions about calls (different times and amounts of calls)

80. Lien

81. Forfeiture of shares

82. Financial assistance for acquisition of shares

CHAPTER 4

Variation in capital

83. Variation of company capital

84. Reduction in company capital

85. Application to court for confirming order, objections by creditors and settlement of list of such creditors

86. Registration of order and minute of reduction

87. Liability of members in respect of reduced calls

88. Variation of rights attached to special classes of shares

89. Rights of holders of special classes of shares

90. Registration of particulars of special rights

91. Variation of company capital on reorganisation

92. Notice to Registrar of certain alterations of share capital

93. Notice of increase of share capital

CHAPTER 5

Transfer of shares

94. Transfer of shares and debentures

95. Restrictions on transfer

96. Transmission of shares

97. Transmission of shares in special circumstances (including cases of mergers)

98. Certification of shares

99. Share certificates

100. Rectification of dealings in shares

101. Personation of shareholder: offence

CHAPTER 6

Acquisition of own shares

102. Company acquiring its own shares, etc. — permissible circumstances and prohibitions

103. Supplemental provisions in relation to section 102

104. Shares of a company held by a nominee of a company

105. Acquisition of own shares

106. Supplemental provisions in relation to section 105

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

108. Power to redeem preference shares issued before 5 May 1959

109. Treasury shares

110. Incidental payments with respect to acquisition of own shares

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

112. Retention and inspection of documents

113. Membership of holding company

114. Holding by subsidiary of shares in its holding company

115. Civil liability for improper purchase in holding company

116. Return to be made to Registrar

CHAPTER 7

Distributions

117. Profits available for distribution

118. Prohibition on pre-acquisition profits or losses being treated in holding company's financial statements as profits available for distribution

119. Distributions in kind: determination of amount

120. Development costs shown as asset of company to be set off against company's distribution profits

121. The relevant financial statements

122. Consequences of making unlawful distribution

123. Meaning of “distribution”, “capitalisation”, etc., and supplemental provisions

124. Procedures for declarations, payments, etc., of dividends and other things

125. Supplemental provisions in relation to section 124

126. Bonus issues

PART 4

CORPORATE GOVERNANCE

CHAPTER 1

Preliminary

127. Access to documents during business hours

CHAPTER 2

Directors and secretaries

128. Directors

129. Secretaries

130. Prohibition of body corporate or unincorporated body of persons being director

131. Prohibition of minor being director or secretary

132. Prohibition of undischarged bankrupt being director or secretary or otherwise involved in company

133. Examination as to solvency status

134. Performance of acts by person in dual capacity as director and secretary not permitted

135. Validity of acts of director or secretary

136. Share qualifications of directors

137. Company to have director resident in an EEA state

138. Supplemental provisions concerning bond referred to in section 137 (2)

139. Notification requirement as regards non-residency of director

140. Exception to section 137 — companies having real and continuous link with economic activity in State

141. Provisions for determining whether director resident in State

142. Limitation on number of directorships

143. Sanctions for contravention of section 142 and supplemental provisions

144. Appointment of director

145. Appointment of directors to be voted on individually

146. Removal of directors

147. Compensation for wrongful termination, other powers of removal not affected by section 146

148. Vacation of office

149. Register of directors and secretaries

150. Supplemental provisions (including offences) in relation to section 149

151. Particulars to be shown on all business letters of company

152. Entitlement to notify Registrar of changes in directors and secretaries if section 149(8) contravened

153. Provisions as to assignment of office by directors

CHAPTER 3

Service contracts and remuneration

154. Copies of directors' service contracts

155. Remuneration of directors

156. Prohibition of tax-free payments to directors

CHAPTER 4

Proceedings of directors

157. Sections 158 to 165 to apply save where constitution provides otherwise

158. General power of management and delegation

159. Managing director

160. Meetings of directors and committees

161. Supplemental provisions about meetings (including provision for acting by means of written resolutions)

162. Holding of any other office or place of profit under the company by director

163. Counting of director in quorum and voting at meeting at which director is appointed

164. Signing, drawing, etc., of negotiable instruments and receipts

165. Alternate directors

166. Minutes of proceedings of directors

167. Audit committees

CHAPTER 5

Members

168. Definition of member

169. Register of members

170. Trusts not to be entered on register of members

171. Register to be evidence

172. Consequences of failure to comply with requirements as to register owing to agent's default

173. Rectification of register

174. Power to close register

CHAPTER 6

General meetings and resolutions

175. Annual general meeting

176. The location and means for holding general meetings

177. Extraordinary general meetings

178. Convening of extraordinary general meetings by members

179. Power of court to convene meeting

180. Persons entitled to notice of general meetings

181. Notice of general meetings

182. Quorum

183. Proxies

184. Form of proxy

185. Representation of bodies corporate at meetings of companies

186. The business of the annual general meeting

187. Proceedings at meetings

188. Votes of members

189. Right to demand a poll

190. Voting on a poll

191. Resolutions — ordinary resolutions, special resolutions, etc., — meaning

192. Resolutions passed at adjourned meetings

193. Unanimous written resolutions

194. Majority written resolutions

195. Supplemental provisions in relation to section 194

196. Single-member companies — absence of need to hold general meetings, etc.

197. Application of this Part to class meetings

198. Registration of, and obligation of company to supply copies of, certain resolutions and agreements

199. Minutes of proceedings of meetings of a company

CHAPTER 7

Summary Approval Procedure

200. Interpretation (Chapter 7)

201. Chapter 7 — what it does

202. Summary Approval Procedure

203. Declaration to be made in the case of financial assistance for acquisition of shares or transaction with directors

204. Declaration to be made in the case of a reduction in company capital or variation of company capital on reorganisation

205. Declaration to be made in the case of treatment of pre-acquisition profits or losses in a manner otherwise prohibited by section 118 (1)

206. Declaration to be made in the case of merger of company

207. Declaration to be made in the case of members' winding up of solvent company

208. Condition to be satisfied common to declarations referred to in section 204, 205 or 207

209. Condition to be satisfied in relation to declaration referred to in section 206

210. Civil sanctions where opinion as to solvency stated in declaration without reasonable grounds

211. Moratorium on certain restricted activities being carried on and applications to court to cancel special resolution

CHAPTER 8

Protection for minorities

212. Remedy in case of oppression

CHAPTER 9

Form of registers, indices and minute books

213. Form of registers, minutes, etc.

214. Use of computers, etc., for certain company records

CHAPTER 10

Inspection of registers, provision of copies of information in them and service of notices

215. Definitions for purposes of section 216 concerning registers, etc. and construction of reference to company keeping registers, etc.

216. Where registers and other documents to be kept, right to inspect them, etc.

217. Supplemental provisions in relation to section 216 — “relevant fee”, power to alter the amount of it, offences, etc.

218. Service of notices on members

PART 5

DUTIES OF DIRECTORS AND OTHER OFFICERS

CHAPTER 1

Preliminary and definitions

219. Interpretation and application (Part 5)

220. Connected persons

221. Shadow directors

222. De facto director

CHAPTER 2

General duties of directors and secretaries and liabilities of them and other officers

223. Duty of each director

224. Directors to have regard to interests of employees

225. Directors' compliance statement and related statement

226. Duties of secretary

227. Fiduciary duties of directors — provisions introductory to section 228

228. Statement of principal fiduciary duties of directors

229. Other interests of directors

230. Power of director to act in a professional capacity for company

231. Duty of director to disclose his or her interest in contracts made by company

232. Breaches of certain duties: liability to account and indemnify

233. Power of court to grant relief to officers of company

234. Anticipated claim: similar power of relief as under section 233

235. Any provision exempting officers of company from liability void (subject to exceptions)

CHAPTER 3

Evidential provisions with respect to loans, other transactions, etc., between company and directors

236. Loans, etc., by company to directors: evidential provisions

237. Loans, etc., by directors or connected persons to company or holding company: evidential provisions

CHAPTER 4

Substantive prohibitions or restrictions on loans to directors and other particular transactions involving conflict of interest

238. Substantial transactions in respect of non-cash assets and involving directors, etc.

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

240. Arrangements of certain value

241. Reduction in amount of company's relevant assets

242. Availability of Summary Approval Procedure to permit loans, etc.

243. Intra-group transactions

244. Directors' expenses

245. Business transactions

246. Transaction or arrangement in breach of section 239 voidable at instance of company

247. Personal liability for company debts in certain cases

248. Offence for contravention of section 239

249. Contracts of employment of directors — control by members over guaranteed periods of employment

250. Anti-avoidance provision — section 249

251. Approval of company necessary for payment by it to director or directors' dependants for loss of office

252. Approval of company necessary for payment to director of compensation in connection with transfer of property

253. Duty of director to disclose to company payments to be made to him or her in connection with transfer of shares in company

254. “Existing legal obligation” — definition and other provisions in relation to sections 251 to 253

255. Contracts with sole members

CHAPTER 5

Disclosure of interests in shares and debentures

256. Interpretation generally (Chapter 5)

257. “Disclosable interest” — meaning of that term

258. Circumstances in which person is to be regarded as having disclosable interest in shares or debentures

259. Circumstances in which person shall be regarded as having ceased to have disclosable interest

260. Interests that are not disclosable interests for the purposes of this Chapter

261. Duty to notify disclosable interests — first of the 5 cases in which duty arises — interests held at commencement of Chapter

262. Second and third cases in which duty to notify arises — interests acquired or ceasing to be held

263. Fourth and fifth cases in which duty to notify arises — grant or assignment of subscription rights, etc.

264. Application of sections 261 to 263 and exceptions to them

265. Mode of notification by directors and secretaries under this Chapter

266. Enforcement of notification obligation

267. Register of interests: contents and entries

268. Supplemental provisions in relation to section 267

269. Register of interests: removal of entries from it

CHAPTER 6

Responsibilities of officers of company — provisions explaining what being “in default” means and presumption regarding that matter

270. Meaning of “in default” in context of sanctions specified in respect of officers (whether directors or secretaries or not)

271. Presumption that default permitted and certain defence

PART 6

FINANCIAL STATEMENTS, ANNUAL RETURN AND AUDIT

CHAPTER 1

Preliminary

272. What this Part contains and use of prefixes — “Companies Act” and “IFRS”

273. Overall limitation on discretions with respect to length of financial year and annual return date

274. Interpretation (Part 6): provisions relating to financial statements

275. Interpretation (Part 6): other definitions and construction provisions

276. Construction of references to realised profits

277. Construction of references to exemption

278. Accounting standards generally — power of Minister to specify

279. US accounting standards may, in limited cases, be availed of for particular transitional period

280. Regulations may permit use of other internationally recognised accounting standards for a particular transitional period

CHAPTER 2

Accounting records

281. Obligation to keep adequate accounting records

282. Basic requirements for accounting records

283. Where accounting records are to be kept

284. Access to accounting records

285. Retention of accounting records

286. Accounting records: offences

CHAPTER 3

Financial year

287. Financial year end date

288. Financial year

CHAPTER 4

Statutory financial statements

289. Statutory financial statements to give true and fair view

290. Obligation to prepare entity financial statements under relevant financial reporting framework

291. Companies Act entity financial statements

292. IFRS entity financial statements

293. Obligation to prepare group financial statements under relevant financial reporting framework

294. Companies Act group financial statements

295. IFRS group financial statements

296. Consistency of financial statements

CHAPTER 5

Group financial statements: exemptions and exclusions

297. Exemption from consolidation: size of group

298. Application of section 297 in certain circumstances and cessation of exemption

299. Exemption from consolidation: holding company that is subsidiary undertaking of undertaking registered in EEA

300. Exemption from consolidation: holding company that is subsidiary undertaking of undertaking registered outside EEA

301. Exemption from consolidation: holding company with all of its subsidiary undertakings excluded from consolidation

302. Exemption from consolidation where IFRS so permits

303. Subsidiary undertakings included in the group financial statements

304. Treatment of entity profit and loss account where group financial statements prepared

CHAPTER 6

Disclosure of directors' remuneration and transactions

305. Disclosure of directors' remuneration

306. Supplemental provisions in relation to section 305

307. Obligation to disclose information about directors' benefits: loans, quasi-loans, credit transactions and guarantees

308. Supplemental provisions in relation to section 307 (including certain exemptions from its terms)

309. Other arrangements and transactions in which the directors, etc., have material interest

310. Credit institutions: exceptions to disclosure by holding company under sections 307 to 309 in the case of connected persons and certain officers

311. Credit institutions: disclosures by holding company of aggregate amounts in respect of connected persons

312. Credit institutions: requirement for register, etc., in the case of holding company as respects certain information

313. Requirements of banking law not prejudiced by sections 307 to 312 and minimum monetary threshold for section 312

CHAPTER 7

Disclosure required in notes to financial statements of other matters

314. Information on related undertakings

315. Information on related undertakings: exemption from disclosures

316. Information on related undertakings: provision for certain information to be annexed to annual return

317. Disclosures of particulars of staff

318. Details of authorised share capital, allotted share capital and movements

319. Financial assistance for purchase of own shares

320. Holding of own shares or shares in holding undertaking

321. Disclosure of accounting policies

322. Disclosure of remuneration for audit, audit-related and non-audit work

323. Information on arrangements not included in balance sheet

CHAPTER 8

Approval of statutory financial statements

324. Approval and signing of statutory financial statements by board of directors

CHAPTER 9

Directors' report

325. Obligation to prepare directors' report for every financial year

326. Directors' report: general matters

327. Directors' report: business review

328. Directors' report: acquisition or disposal of own shares

329. Directors' report: interests in shares and debentures

330. Directors' report: statement on relevant audit information

331. Directors' report: copy to be included of any notice issued under certain banking legislation

332. Approval and signing of directors' report

CHAPTER 10

Obligation to have statutory financial statements audited

333. Statutory financial statements must be audited (unless audit exemption availed of)

334. Right of members to require audit despite audit exemption otherwise being available

335. Statement to be included in balance sheet if audit exemption availed of

CHAPTER 11

Statutory auditors' report

336. Statutory auditors' report on statutory financial statements

337. Signature of statutory auditor's report

CHAPTER 12

Publication of financial statements

338. Circulation of statutory financial statements

339. Right to demand copies of financial statements and reports

340. Requirements in relation to publication of financial statements

341. Financial statements and reports to be laid before company in general meeting

CHAPTER 13

Annual return and documents annexed to it

342. Annual return

343. Obligation to make annual return

344. Special provision for annual return delivered in a particular form

345. Annual return date

346. Alteration of annual return date

347. Documents to be annexed to annual return: all cases

348. Documents to be annexed to annual returns: certain cases

349. First annual return: exception from requirement to annex statutory financial statements

CHAPTER 14

Exclusions, exemptions and special arrangements with regard to public disclosure of financial information

350. Qualification of company as small or medium company

351. Exemptions in respect of directors' report in the case of small and medium companies

352. Exemption from filing certain information for small and medium companies

353. Abridged financial statements for a small company

354. Abridged financial statements for a medium company

355. Approval and signing of abridged financial statements

356. Special report of the statutory auditors on abridged financial statements

357. Subsidiary undertakings exempted from annexing their statutory financial statements to annual return

CHAPTER 15

Audit exemption

358. Main conditions for audit exemption — non-group situation

359. Main conditions for audit exemption — group situation

360. Audit exemption

361. Audit exemption not available where notice under section 334 served

362. Audit exemption not available where company or subsidiary undertaking falls within a certain category

363. Audit exemption (non-group situation) not available unless annual return filed in time

364. Audit exemption (group situation) not available unless annual return filed in time

CHAPTER 16

Special audit exemption for dormant companies

365. Dormant company audit exemption

CHAPTER 17

Revision of defective statutory financial statements

366. Voluntary revision of defective statutory financial statements

367. Content of revised financial statements or revised report

368. Approval and signature of revised financial statements

369. Approval and signature of revised directors' report

370. Statutory auditors' report on revised financial statements and revised report

371. Cases where company has availed itself of audit exemption

372. Statutory auditors' report on revised directors' report alone

373. Effect of revision

374. Publication of revised financial statements and reports

375. Laying of revised financial statements or a revised report

376. Delivery of revised financial statements or a revised report

377. Small and medium companies

378. Application of this Chapter in cases where audit exemption available, etc.

379. Modifications of Act

CHAPTER 18

Appointment of statutory auditors

380. Statutory auditors — general provisions (including as to the interpretation of provisions providing for auditors' term of office)

381. Remuneration of statutory auditors

382. Appointment of statutory auditors — first such appointments and powers of members vis a vis directors

383. Subsequent appointments of statutory auditors (including provision for automatic re-appointment of auditors at annual general meetings)

384. Appointment of statutory auditors by directors in other cases, etc.

385. Appointment of statutory auditors: failure to appoint

CHAPTER 19

Rights, obligations and duties of statutory auditors

386. Right of access to accounting records

387. Right to information and explanations concerning company

388. Right to information and explanations concerning subsidiary undertakings

389. Offence to make false statements to statutory auditors

390. Obligation to act with professional integrity

391. Statutory auditors' report on statutory financial statements

392. Report to Registrar and to Director: accounting records

393. Report to Registrar and Director: category 1 and 2 offences

CHAPTER 20

Removal and resignation of statutory auditors

394. Removal of statutory auditors: general meeting

395. Restrictions on removal of statutory auditor

396. Extended notice requirement in cases of certain appointments, removals, etc., of auditors

397. Right of statutory auditors to make representations where their removal or non-re-appointment proposed

398. Statutory auditors removed from office: their rights to get notice of, attend and be heard at general meeting

399. Removal of statutory auditors: statement from statutory auditors where audit exemption availed of by company

400. Resignation of statutory auditors: general

401. Resignation of statutory auditor: requisition of general meeting

402. Resignation of statutory auditors: right to get notice of, attend, and be heard at general meeting

CHAPTER 21

Notification to Supervisory Authority of certain matters and auditors acting while subject to disqualification order

403. Duty of auditor to notify Supervisory Authority regarding cessation of office

404. Duty of company to notify Supervisory Authority of auditor's cessation of office

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

CHAPTER 22

False statements — offence

406. False statements in returns, financial statements, etc.

CHAPTER 23

Transitional

407. Transitional provision — companies accounting by reference to Sixth Schedule to Act of 1963

PART 7

CHARGES AND DEBENTURES

CHAPTER 1

Interpretation

408. Definitions (Part 7)

CHAPTER 2

Registration of charges and priority

409. Registration of charges created by companies

410. Duty of company with respect to registration under section 409 and right of others to effect registration

411. Duty of company to register charges existing on property acquired

412. Priority of charges

413. Registration and priority of judgment mortgages

414. Register of charges

415. Certificate of registration

416. Entries of satisfaction and release of property from charge

417. Extension of time for registration of charges and rectification of register

418. Copies of instruments creating charges to be kept

419. Registration of charges created prior to commencement of this Part

420. Transitional provisions in relation to priorities of charges

421. Netting of Financial Contracts Act 1995 not to affect registration requirements

CHAPTER 3

Provisions as to debentures

422. Liability of trustees for debenture holders

423. Perpetual debentures

424. Power to re-issue redeemed debentures

425. Saving of rights of certain mortgagees in case of re-issued debentures

426. Specific performance of contracts to subscribe for debentures

CHAPTER 4

Prohibition on registration of certain matters affecting shareholders or debentureholders

427. Registration against company of certain matters prohibited

PART 8

RECEIVERS

CHAPTER 1

Interpretation

428. Appointment of receiver under powers contained in instrument: construction of such reference

CHAPTER 2

Appointment of receivers

429. Notification that receiver has been appointed

430. Information to be given when receiver is appointed in certain circumstance

431. Contents of statement to be submitted to receiver

432. Consequences of contravention of section 430(1)(b) or 431

433. Disqualification for appointment as receiver

434. Resignation of receiver

435. Removal of receiver

436. Notice to Registrar of appointment of receiver, and of receiver ceasing to act

CHAPTER 3

Powers and duties of receivers

437. Powers of receiver

438. Power of receiver and certain others to apply to court for directions and receiver's liability on contracts

439. Duty of receiver selling property to get best price reasonably obtainable, etc.

440. Preferential payments when receiver is appointed under floating charge

441. Delivery to Registrar of accounts of receivers

CHAPTER 4

Regulation of receivers and enforcement of their duties

442. Enforcement of duty of receivers to make returns

443. Power of court to order the return of assets improperly transferred

444. Power of court to fix remuneration of receiver

445. Court may end or limit receivership on application of liquidator

446. Director of Corporate Enforcement may request production of receiver's books

447. Prosecution of offences committed by officers and members of company

448. Reporting to Director of Corporate Enforcement of misconduct by receivers

PART 9

REORGANISATIONS, ACQUISITIONS, MERGERS AND DIVISIONS

CHAPTER 1

Schemes of Arrangement

449. Interpretation (Chapter 1)

450. Scheme meetings — convening of such by directors and court's power to summon such meetings

451. Court's power to stay proceedings or restrain further proceedings

452. Information as to compromises or arrangements with members and creditors

453. Circumstances in which compromise or arrangement becomes binding on creditors or members concerned

454. Supplemental provisions in relation to section 453

455. Provisions to facilitate reconstruction and amalgamation of companies

CHAPTER 2

Acquisitions

456. Interpretation (Chapter 2)

457. Right to buy out shareholders dissenting from scheme or contract approved by majority and right of such shareholders to be bought out

458. Additional requirement to be satisfied, in certain cases, for right to buy out to apply

459. Supplementary provisions in relation to sections 457 and 458 (including provision for applications to court)

460. Construction of certain references in Chapter to beneficial ownership, application of Chapter to classes of shares, etc.

CHAPTER 3

Mergers

461. Interpretation (Chapter 3)

462. Requirements for Chapter to apply

463. Mergers to which Chapter applies — definitions and supplementary provision

464. Merger may not be put into effect save in accordance with the relevant provisions of this Act

465. Chapters 1 and 3: mutually exclusive modes of proceeding to achieve merger

466. Common draft terms of merger

467. Directors' explanatory report

468. Expert's report

469. Merger financial statement

470. Registration and publication of documents

471. Inspection of documents

472. Non-application of subsequent provisions of Chapter where Summary Approval Procedure employed and effect of resolution referred to in section 202 (1)(a)(ii)

473. General meetings of merging companies

474. Electronic means of making certain information available for purposes of section 473

475. Meetings of classes of shareholders

476. Purchase of minority shares

477. Application for confirmation of merger by court

478. Protection of creditors

479. Preservation of rights of holders of securities

480. Confirmation order

481. Certain provisions not to apply where court so orders

482. Registration and publication of confirmation of merger

483. Civil liability of directors and experts

484. Criminal liability for untrue statements in merger documents

CHAPTER 4

Divisions

485. Interpretation (Chapter 4)

486. Requirements for Chapter to apply

487. Divisions to which this Chapter applies — definitions and supplementary provisions

488. Division may not be put into effect save under and in accordance with this Chapter

489. Chapters 1 and 4: mutually exclusive modes of proceeding to achieve division

490. Common draft terms of division

491. Directors' explanatory report

492. Expert's report

493. Division financial statement

494. Registration and publication of documents

495. Inspection of documents

496. General meetings of companies involved in a division

497. Electronic means of making certain information available for purposes of section 496

498. Meetings of classes of shareholder

499. Purchase of minority shares

500. Application for confirmation of division by court

501. Protection of creditors and allocation of liabilities

502. Preservation of rights of holders of securities

503. Confirmation order

504. Certain provisions not to apply where court so orders

505. Registration and publication of confirmation of division

506. Civil liability of directors and experts

507. Criminal liability for untrue statements in division documents

PART 10

EXAMINERSHIPS

CHAPTER 1

Interpretation

508. Interpretation (Part 10)

CHAPTER 2

Appointment of examiner

509. Power of court to appoint examiner

510. Petition for court

511. Independent expert's report

512. Supplemental provisions in relation to sections 510 and 511 — other matters to be mentioned in petition, hearing of petition, etc.

513. Cases in which independent expert's report not available at required time: powers of court

514. Certain liabilities may not be certified under section 529 (2)

515. Creditors to be heard

516. Availability of independent expert's report

517. Related companies

518. Duty to act in utmost good faith

519. Qualification of examiners

520. Effect of petition to appoint examiner on creditors and others

521. Restriction on payment of pre-petition debts

522. Effect on receiver or provisional liquidator of order appointing examiner

523. Disapplication of section 440 to receivers in certain circumstances

CHAPTER 3

Powers of examiner

524. Powers of an examiner

525. Repudiation by examiner of contracts made before period of protection and of negative pledge clauses whenever made: prohibitions and restrictions

526. Production of documents and evidence

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

528. Further powers of court

529. Incurring of certain liabilities by examiner

530. Power to deal with charged property, etc.

531. Notification of appointment of examiner

532. General provisions as to examiners — resignation, filling of vacancy, etc.

533. Hearing regarding irregularities

534. Report by examiner

535. Procedure where examiner unable to secure agreement or formulate proposals for compromise or scheme of arrangement

536. Content of examiner's report

537. Repudiation of certain contracts

538. Appointment of creditors' committee

539. Proposals for compromise or scheme of arrangement

540. Consideration by members and creditors of proposals

541. Confirmation of proposals

542. Supplemental provisions in relation to section 541

543. Objection to confirmation by court of proposals

544. Provisions with respect to leases

CHAPTER 4

Liability of third parties for debts of a company in examination

545. What this Chapter contains

546. Definitions (Chapter 4)

547. Circumstances in relation to which subsequent provisions of this Chapter have effect

548. General rule: liability of third person not affected by compromise or scheme of arrangement

549. Enforcement by creditor of liability: restrictions in that regard unless certain procedure employed to the benefit of third person

550. Payment by third person to creditor post period of protection — statutory subrogation in favour of third person in certain circumstances

551. Saving for cases falling within section 520(4)(f) and cases where third person discharged or released from liability

CHAPTER 5

Conclusion of examinership

552. Cessation of protection of company and termination of appointment of examiner

553. Revocation

554. Costs and remuneration of examiners

555. Publicity

556. Hearing of proceedings otherwise than in public

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

558. Reporting to Director of Corporate Enforcement of misconduct by examiners

PART 11

WINDING UP

CHAPTER 1

Preliminary and interpretation

559. Interpretation (Part 11)

560. Restriction of this Part

561. Modes of winding up — general statement as to position under Act

562. Types of voluntary winding up — general statement as to position under Act

563. Provisions apply to either mode of winding up unless the contrary appears

564. Jurisdiction to wind up companies and rules of court

565. Powers of court cumulative

566. Court may have regard to wishes of creditors or contributories

567. Application of certain provisions to companies not in liquidation

CHAPTER 2

Winding up by court

568. Application of Chapter

569. Circumstances in which company may be wound up by the court

570. Circumstances in which company deemed to be unable to pay its debts

571. Provisions as to applications for winding up

572. Powers of court on hearing petition

573. Appointment of provisional liquidator

574. Power to stay or restrain proceedings against company

575. Appointment of liquidator by the court

576. Effect of winding-up order

577. Saving for rights of creditors and contributories

CHAPTER 3

Members' voluntary winding up

578. Application of Chapter

579. Procedure for and commencement of members' voluntary winding up

580. Companies of fixed duration, etc.: alternative means of commencing members' voluntary winding up

581. Publication of resolution to wind up voluntarily

582. Protections and remedies for creditors in cases where declaration of solvency made

583. Power of company to appoint liquidators

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

CHAPTER 4

Creditors' voluntary winding up

585. Application of Chapter

586. Resolution for and commencement of creditors' voluntary winding up

587. Meeting of creditors

588. Appointment of liquidator

CHAPTER 5

Conduct of winding up

589. Commencement of court ordered winding up

590. Commencement of voluntary winding up

591. Copy of order for winding up or appointment to be forwarded to Registrar

592. Notice by voluntary liquidator of his or her appointment

593. Statement of company's affairs

594. Supplemental provisions in relation to section 593

595. Notification that a company is in liquidation, etc.

CHAPTER 6

Realisation of assets and related matters

596. Custody of company's property

597. Circumstances in which floating charge is invalid

598. Other circumstances in which floating charge is invalid

599. Related company may be required to contribute to debts of company being wound up

600. Pooling of assets of related companies

601. Power of liquidator to accept shares as consideration for sale of property of company

602. Voidance of dispositions of property, etc. after commencement of winding up

603. Voidance of executions against property of company

604. Unfair preference: effect of winding up on antecedent and other transactions

605. Liabilities and rights of persons who have been unfairly preferred

606. Restriction of rights of creditor as to execution or attachment in case of company being wound up

607. Duties of sheriff as to goods taken in execution

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

609. Personal liability of officers of company where adequate accounting records not kept

610. Civil liability for fraudulent or reckless trading of company

611. Supplemental provisions in relation to section 610

612. Power of court to assess damages against certain persons

613. Directors of holding company: power of court to assess damages against them

614. Vesting of property of company in liquidator

615. Disclaimer of onerous property in case of company being wound up

616. Rescission of certain contracts and provisions supplemental to section 615

CHAPTER 7

Distribution

617. Costs, etc. in winding up

618. Distribution of property of company

619. Application of bankruptcy rules in winding up of insolvent companies

620. Debts which may be proved

621. Preferential payments in a winding up

622. Supplemental provisions in relation to section 621

623. Unclaimed dividends and balances to be paid into a particular account

CHAPTER 8

Liquidators

624. Duty of liquidator to administer, distribute, etc., property of company

625. How liquidator is to be described and validity of acts

626. Powers of provisional liquidators

627. Liquidator's powers

628. Summoning general meetings of the company, etc.

629. Notice to be given with respect to exercise of powers, restrictions on self-dealing, etc.

630. Restrictions in creditors' voluntary winding up and procedures in case of certain defaults

631. Power to apply to court for determination of questions or concerning exercise of powers

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

633. Qualifications for appointment as liquidator or provisional liquidator — general

634. Supplemental provisions in relation to section 633 (including requirements for professional indemnity cover)

635. Specific disqualification from appointment as liquidator or provisional liquidator

636. Appointment and removal in a members' voluntary winding up

637. Appointment and removal in a creditors' voluntary winding up

638. Appointment and removal by the court

639. Consent to act

640. Position when there is more than one liquidator

641. Resignation of liquidator

642. Prohibition on rewards for appointment

643. Notifications and filings of appointments and removals

644. Custody of books and property upon vacation of office

645. Provisional liquidator's remuneration

646. Liquidator's remuneration — procedure for fixing liquidator's entitlement thereto

647. Liquidator's entitlement to receive payment where entitlement to remuneration exists

648. Supplemental provisions in relation to sections 646 and 647

649. Disclosure of interest by creditors etc. at creditors' meeting

650. Duty of liquidators to include certain information in returns, etc.

651. Penalty for default of liquidator in making certain accounts and returns

652. Enforcement of duty of liquidator to make returns

653. Director's power to examine books and records

CHAPTER 9

Contributories

654. Liability of contributory

655. Liability as contributories of past and present members

656. Settlement of list of contributories

657. Power to make calls

658. Adjustment of rights of contributories

659. Payment of debts due by contributory to the company and extent to which set-off allowed

660. Order in relation to contributory to be conclusive evidence

661. Liability in case of death of contributory

662. Civil Liability Act 1961 not affected

663. Bankruptcy of contributory

664. Corporate insolvency of contributory

665. Winding up of company that had been an unlimited company before re-registration

CHAPTER 10

Committee of inspection

666. Appointment of committee of inspection in court ordered winding up

667. Appointment of committee of inspection in a creditors' voluntary winding up

668. Constitution and proceedings of committee of inspection

CHAPTER 11

Court's powers

669. Power to annul order for winding up or to stay winding up

670. Attendance of officers of company at meetings

671. Power of court to summon persons for examination

672. Order for payment or delivery of property against person examined under section 671

673. Delivery of property of company to liquidator

674. Power to exclude creditors not proving in time

675. Order for arrest and seizure, etc.

676. Provisions as to arrangement binding creditors

CHAPTER 12

Provisions supplemental to conduct of winding up

677. Effect of winding up on business and status of company

678. Actions against company stayed on winding-up order

679. Director may direct convening of meetings

680. Duty of liquidator to call meeting at end of each year

681. Information about progress of liquidation

682. Liquidator to report on conduct of directors

683. Obligation (unless relieved) of liquidator of insolvent company to apply for restriction of directors

684. Inspection of books by creditors and contributories

685. Resolutions passed at adjourned meetings of creditors and contributories

686. Books of company to be evidence in civil proceedings

687. Liquidator may have regard to wishes of creditors and contributories

688. Reporting to Director of misconduct by liquidators

CHAPTER 13

General rules as to meetings of members, contributories and creditors of a company in liquidation

689. Meetings directed by the court

690. Provisions as to meetings of creditors, contributories and members generally

691. Entitlement to attend and notice

692. Location of meeting

693. Costs of meetings

694. Chairperson

695. Passing resolutions

696. Registration of resolutions of creditors, contributories and members

697. Proceedings at the meeting

698. Entitlement to vote of creditors

699. Provisions consequent on section 698 regarding secured creditors: deemed surrender of security, etc.

700. Duties of chairperson

701. Proxies

702. Supplemental provisions in relation to section 701: time for lodging proxies, etc.

703. Representation of bodies corporate at meetings held during winding up

CHAPTER 14

Completion of winding up

704. Dissolution of company by court

705. Final meeting and dissolution in members' voluntary winding up

706. Final meeting and dissolution in creditors' voluntary winding up

707. Disposal of books and papers of company in winding up

708. Power of court to declare dissolution of company void

709. Disposal of documents filed with Registrar

CHAPTER 15

Provisions related to the Insolvency Regulation

710. Definition (Chapter 15)

711. Publication in relation to insolvency proceedings

712. Confirmation of creditors' voluntary winding up

713. Provision of certain documents to liquidator

714. Language of claims

CHAPTER 16

Offences by officers of companies in liquidation, offences of fraudulent trading and certain other offences, referrals to D.P.P., etc.

715. Application of certain provisions of Chapter and construction of certain references to company, relevant person, etc.

716. Offence for failure to make disclosure, or deliver certain things, to liquidator

717. Certain fraudulent acts within 12 months preceding winding up or any time thereafter: offences

718. Other fraudulent acts (relating to obtaining credit, irregular pledges, etc.) within 12 months preceding winding up or any time thereafter: offences

719. Material omission in statement relating to company's affairs, failure to report false debt, etc.

720. Additional offence with respect to section 718(c) and certain defences with respect to foregoing matters

721. Other frauds by officers of companies which have gone into liquidation: offence

722. Fraudulent trading of company: offence

723. Prosecution of offences committed by officers and members of company

724. Supplemental provisions in relation to section 723: duty to provide assistance to D.P.P. and Director of Corporate Enforcement

PART 12

STRIKE OFF AND RESTORATION

CHAPTER 1

Strike off of company

725. When Registrar may strike company off register

726. Grounds for involuntary strike off

727. Registrar's notice to company of intention to strike it off register

728. Contents of Registrar's notice to company

729. Meaning of remedial step

730. Public notice of intention to strike company off register

731. Conditions for voluntary strike off

732. Public notice in case of voluntary strike off

733. Striking off (involuntary and voluntary cases) and dissolution

734. Effect of removal and dissolution

735. Power of Director to obtain information

CHAPTER 2

Restoration of company to register

736. Application of Chapter

737. Restoration on application to Registrar

738. Restoration on application to court

739. Requirements for application to court under section 738

740. Terms of court order on application under section 738

741. Court order for restoration on application of Registrar

742. Supplementary court orders

743. Meaning of court

744. Transitional provision for companies struck off register before commencement of this Chapter

CHAPTER 3

Miscellaneous

745. Disclosure of information by Revenue Commissioners to Registrar

PART 13

INVESTIGATIONS

CHAPTER 1

Preliminary

746. Interpretation (Part 13)

CHAPTER 2

Investigations by court appointed inspectors

747. Investigation of company's affairs by court appointed inspectors on application of company etc.

748. Investigation of company's affairs by court appointed inspectors on application of Director

749. Court may give directions in relation to investigation

750. Power of inspector to expand investigation into affairs of related bodies corporate

751. Order for inspection of books or documents of company in liquidation

752. Expanded meaning of “officer” and “agent” for purposes of sections 753 to 757

753. Duty of company officer or agent to produce books or documents and give assistance

754. Inspector may require other persons to produce books or documents and give assistance

755. Supplementary power to compel production of books or documents in relation to certain banking transactions

756. Power of inspector to examine officers, agents and others

757. Court may make order in relation to default in production of books or documents, etc.

758. Report of inspectors appointed under section 747(1) or 748 (1)

759. Distribution of inspectors' report

760. Court may make order after considering inspectors' report

761. Director may present petition for winding up following consideration of report

762. Expenses of investigation by court appointed inspector

CHAPTER 3

Investigations initiated by Director

763. Investigation of share dealing by inspector appointed by Director

764. Investigation of company ownership by inspector appointed by Director

765. Application of certain provisions to investigation of company ownership

766. Expenses of investigation of company ownership

767. Director's power to require information as to persons interested in shares or debentures

768. Director may impose restrictions on shares

769. Director may lift restrictions imposed on shares under section 768

770. Director shall give notice of direction

771. Court may lift restrictions imposed on shares under section 768

772. Court may order sale of shares

773. Costs of applicant for order for sale of shares

774. Proceeds of sale following court ordered sale of shares

775. Continuance of certain restrictions

776. Offences in relation to shares that are subject to restrictions

777. Application of sections 768 to 776 to debentures

CHAPTER 4

Miscellaneous provisions

778. Power of Director to require company to produce books or documents

779. When Director may exercise power to require company to produce books or documents

780. Power of Director to require third party to produce books or documents

781. Saving in relation to section 780, etc. and corresponding amendments effected to Act of 1990 by Companies (Amendment) Act 2009

782. Restriction on power of Director to require third party to produce certain books or documents

783. Court may order third party to comply with requirement to produce books or documents

784. Powers ancillary to power to require production of books or documents

785. Offences in relation to requirement to produce books or documents

786. Expenses relating to examination of books or documents

787. Entry and search of premises

788. Supplemental provisions in relation to section 787(3) to (5)

789. Offences in relation to entry and search of premises and provisions catering for certain contingencies concerning designated officers

790. Restriction on disclosure of information, books or documents

791. Information, books or documents may be disclosed for certain purposes

792. Information, books or documents may be disclosed to competent authority

793. Offence of falsifying, concealing, destroying or otherwise disposing of document or record

794. Production and inspection of books or documents when offence suspected

795. Saving for privileged information

796. Assistance to company law authority

PART 14

COMPLIANCE AND ENFORCEMENT

CHAPTER 1

Compliance and protective orders

797. Court may order compliance by company or officer

798. Court may restrain directors and others from removing assets

CHAPTER 2

Disclosure orders

799. Interpretation (Chapter 2)

800. Court may make disclosure order

801. Types of disclosure order

802. Procedure on application for disclosure order

803. Scope of disclosure order

804. Interests in shares and debentures for purposes of section 803: general

805. Family and corporate interests

806. Share acquisition agreements — attribution of interests held by other parties

807. Particulars of interests referred to in section 806 to be given in compliance with disclosure order

808. “Share acquisition agreement” — meaning

809. Supplemental power of court in relation to a share acquisition agreement

810. Court may grant exemption from requirements of disclosure order

811. Other powers of court in relation to disclosure orders

812. Notice of disclosure order

813. Information disclosed under order

814. Court may impose restrictions on publication of information provided

815. Right or interest in shares or debentures unenforceable by person in default

816. Court may grant relief from restriction on enforceability of right or interest in shares or debentures

817. Dealing by agent in shares or debentures subject to disclosure order

CHAPTER 3

Restrictions on directors of insolvent companies

818. Interpretation and application (Chapter 3)

819. Declaration by court restricting director of insolvent company in being appointed or acting as director etc.

820. Application for declaration of restriction

821. Liquidator shall inform court of jeopardy to other company or its creditors

822. Court may grant restricted person relief from restrictions

823. Register of restricted persons

824. Application of this Chapter to receivers

825. Restricted person shall give notice to company before accepting appointment or acting as director or secretary

826. “Company that has a restricted person” — meaning of that expression in sections 827 to 834

827. Disapplication of certain provisions to company having a restricted person

828. Company having a restricted person may not acquire certain non-cash assets from subscribers, etc. unless particular conditions satisfied

829. Supplemental provisions in relation to section 828

830. Relief from liability under section 828

831. Offence for contravention of section 828

832. Allotment of share not fully paid up by company that has a restricted person

833. Allotment of share not fully paid for in cash by company that has a restricted person

834. Relief for company in respect of prohibited transaction

835. Power to vary amounts specified in section 819 (3)

836. Personal liability for debts of company subject to restriction

CHAPTER 4

Disqualification generally

837. Interpretation generally (Chapter 4)

838. Meaning of “disqualified” and “disqualification order”

839. Automatic disqualification on conviction of certain indictable offences

840. Default under section 149(8) concerning fact of director's becoming disqualified under law of another state

841. Default under section 23 or 150(2) by director disqualified under law of another state

842. Court may make disqualification order

843. Provisions relating to particular grounds for disqualification

844. Persons who may apply for disqualification order under section 842

845. Miscellaneous provisions relating to disqualification by court order

846. Costs and expenses of application

847. Court may grant relief to person subject to disqualification order

848. Disqualification of restricted person following subsequent winding up

CHAPTER 5

Disqualification and restriction undertakings

849. Definitions (Chapter 5)

850. Disqualification undertaking — initiation of procedure that provides person opportunity to submit to disqualification

851. Effect of delivery of notice under section 850, giving of disqualification undertaking on foot thereof and related matters

852. Restriction undertaking — initiation of procedure that provides person opportunity to submit to restriction

853. Effect of delivery of notice under section 852, giving of restriction undertaking on foot thereof and related matters

854. Regulations for the purposes of sections 850 to 853

CHAPTER 6

Enforcement in relation to disqualification and restriction

855. Offence of contravening disqualification order or restriction

856. Offence of acting under directions of person where directions given in contravention of this Part

857. Period of disqualification following conviction of offence under this Chapter

858. Company may recover consideration

859. Person acting while disqualified or restricted liable for debts of company

860. Person acting under directions of disqualified person liable for debts of company

861. Relief from liability under section 858, 859 or 860

862. Court may require director to give certain information

863. Information to be supplied to Registrar

864. Register of disqualified persons

CHAPTER 7

Provisions relating to offences generally

865. Summary prosecutions

866. District court district within which summary proceedings may be brought

867. Period within which summary proceedings may be commenced

868. Prosecution of companies on indictment

869. Offences by body committed with consent of its officer

870. Further offence, where contravention continued after conviction for an offence, and penalties for such offence

871. Categories 1 to 4 offences — penalties

872. Court may order that convicted person remedy breach

873. Notice by Director to remedy default

874. Special provisions applying where default in delivery of documents to Registrar

CHAPTER 8

Provision for enforcement of section 27(1) and additional general offences

875. Civil enforcement of prohibition on trading under misleading name

876. Offence of providing false information

877. Offence of destruction, mutilation or falsification of book or document

878. Offence of fraudulently parting with, altering or making omission in book or document

CHAPTER 9

Evidential matters

879. Proof of certificate as to overseas incorporation

880. Proof of incorporation under overseas legislation

881. Admissibility in evidence of certain matters

882. Provision of information to juries

883. Certificate evidence

884. Documentary evidence

885. Saving for privileged communications in context of requirements under section 724

886. Statutory declaration made in foreign place

PART 15

FUNCTIONS OF REGISTRAR AND OF REGULATORY AND ADVISORY BODIES

CHAPTER 1

Registrar of Companies

887. Registration office, “register”, officers and CRO Gazette

888. Authentication of documents other than by signing or sealing them

889. Fees

890. Annual report by Registrar

891. Inspection and production of documents kept by Registrar

892. Admissibility of certified copy or extract

893. Certificate by Registrar admissible as evidence of facts stated

894. Disposal of documents filed with Registrar

895. Registrar may apply system of information classification

896. Delivery to Registrar of documents in legible form

897. Delivery of documents in electronic form may be made mandatory

898. Registrar's notice that document does not comply

899. Supplementary and clarificatory provisions for section 898

CHAPTER 2

Irish Auditing and Accounting Supervisory Authority

900. Interpretation (Chapter 2)

901. Continuance of designation of Irish Auditing and Accounting Supervisory Authority and other transitional matters

902. Membership of Supervisory Authority

903. Amendment to memorandum or articles

904. Objects of Supervisory Authority

905. Functions of Supervisory Authority

906. General powers

907. Board of directors

908. Supplementary provisions in relation to board of directors

909. Chief executive officer (including provision of transitional nature)

910. Work programme

911. Annual programme of expenditure

912. Specification in annual programme of expenditure of amounts for reserve fund

913. Review of work programme

914. Funding

915. Application of money received by Supervisory Authority

916. Supervisory Authority may levy prescribed accountancy bodies

917. Supervisory Authority may levy certain companies and other undertakings

918. Funding in respect of functions of Supervisory Authority under certain regulations

919. Reserve fund

920. Borrowing

921. Excess revenue

922. Employees (including provision of a transitional nature)

923. Director's obligations when material interest in arrangement, contract or agreement with Supervisory Authority arises

924. Effect of breach of director's obligations in relation to material interest

925. Employee's duty of disclosure

926. Superannuation scheme

927. Accounts and audit

928. Annual report

929. Accountability to Dáil Éireann

930. Recognition of body of accountants

931. Provisions in relation to recognition by Supervisory Authority under section 930

932. Consultation by Supervisory Authority regarding standards and qualifications

933. Intervention in disciplinary process of prescribed accountancy bodies

934. Investigation of possible breaches of standards of prescribed accountancy bodies

935. Supplemental provisions in relation to section 934 (including as concerns its relationship to provisions of 2010 Audits Regulations)

936. Review of members of recognised accountancy bodies

937. Delegation of Supervisory Authority's functions

938. Hearings, privileges and procedural rules

939. Supervisory Authority's seal and instruments

940. Confidentiality of information

941. Appeals to and orders of the court, including orders confirming decisions of Supervisory Authority

942. Liability of Supervisory Authority for acts, omissions, etc.

943. Minister's power to make regulations for purposes of Chapter, etc.

944. Prior approval by Houses of Oireachtas required for certain regulations

CHAPTER 3

Director of Corporate Enforcement

945. Director of Corporate Enforcement

946. Terms and conditions of appointment

947. Removal, cessation or disqualification of Director

948. Acting Director of Corporate Enforcement

949. Functions of Director

950. Superannuation

951. Secondment to Director's office of member of Garda Síochána

952. Delegation by Director

953. Liability of Director or officer for acts and omissions

954. Director's annual report

955. Director shall report as required

956. Confidentiality of information

957. Disclosure of information to Director

CHAPTER 4

Company Law Review Group

958. Company Law Review Group

959. Functions of Review Group

960. Membership of Review Group

961. Meetings and business of Review Group

962. Annual report and provision of information to Minister

PART 16

DESIGNATED ACTIVITY COMPANIES

CHAPTER 1

Preliminary and definitions

963. Definitions (Part 16)

964. Application of Parts 1 to 14 to DACs

CHAPTER 2

Incorporation and consequential matters

965. Way of forming a DAC and the 2 types of DAC

966. DAC to carry on activity in the State

967. The form of a DAC's constitution

968. Supplemental provisions in relation to constitution

969. Provisions as to names of DACs

970. Trading under a misleading name

971. Power to dispense with “designated activity company” or Irish equivalent in name of charitable and other companies

972. Capacity of a DAC

973. Capacity not limited by a DAC's constitution

974. Alteration of objects clause by special resolution

975. Supplemental provisions in relation to section 974

976. Restriction of section 32(1) in relation to a DAC limited by guarantee

977. Alteration of articles by special resolution

978. Power to alter provisions in memorandum which could have been contained in articles

CHAPTER 3

Share capital

979. Status of existing guarantee company, having a share capital

980. Transitional provision — use of “limited” or “teoranta” by existing guarantee company, having a share capital

981. Limitation on offers by DACs of securities to the public

982. Variation of rights attached to special classes of shares

983. Application of section 114 in relation to DACs

984. Uncertificated transfer of securities

CHAPTER 4

Corporate governance

985. Directors

986. Limitation on number of directorships

987. Membership of DAC limited by guarantee confined to shareholders

988. DAC, with 2 or more members, may not dispense with holding a.g.m.

989. Application of section 193 in relation to a DAC

990. Application of section 194 in relation to a DAC

CHAPTER 5

Financial statements, annual return and audit

991. Non-application of Part 6 to DACs that are credit institutions or insurance undertakings

992. Requirement for corporate governance statement and modification of certain provisions of Parts 5 and 6 as they apply to DACs

993. Modification of definition of “IAS Regulation” in the Case of DACs

994. Application of sections 297, 350 and 362 to a DAC

995. Disclosures by DAC that is a credit institution

996. Exemption from filing with Registrar financial statements, etc.

CHAPTER 6

Liability of contributories in winding up

997. Liability as contributories of past and present members and provision concerning winding up after certain re-registration

CHAPTER 7

Examinerships

998. Petitions for examinerships

CHAPTER 8

Public offers of securities, prevention of market abuse, etc.

999. Application of Chapters 1, 2 and 4 of Part 23 to DACs

PART 17

PUBLIC LIMITED COMPANIES

CHAPTER 1

Preliminary and definitions

1000. Interpretation (Part 17)

1001. Investment company to be a PLC but non-application of this Part to that company type

1002. Application of Parts 1 to 14 to PLCs

1003. Societas Europaea to be regarded as PLC

CHAPTER 2

Incorporation and consequential matters

1004. Way of forming a PLC

1005. PLC to carry on activity in the State

1006. The form of a PLC's constitution

1007. Supplemental provisions in relation to constitution and continuance in force of existing memorandum and articles

1008. Provisions as to names of PLCs

1009. Trading under a misleading name

1010. Restriction on commencement of business by a PLC

1011. Capacity of a PLC

1012. Capacity not limited by a PLC's constitution

1013. Alteration of objects clause by special resolution

1014. Supplemental provisions in relation to section 1013

1015. Alteration of articles by special resolution

1016. Power to alter provisions in memorandum which could have been contained in articles

1017. Official seal for sealing securities

1018. Status of existing PLC

CHAPTER 3

Share capital

1019. Provisions as to shares transferable by delivery (general prohibition and provision for certain letters of allotment)

1020. Capacity to make public offers of securities

1021. Allotment of shares and other securities

1022. Pre-emption rights

1023. Interpretation and supplemental provisions in relation to section 1022

1024. Status of authority to allot shares conferred prior to company's re-registration as a PLC

1025. Subscription of share capital

1026. Payment for allotted shares

1027. Payment of non-cash consideration

1028. Expert's report on non-cash consideration before allotment of shares

1029. Supplemental provisions in relation to section 1028

1030. Expert's report: supplemental provisions in relation to section 1028

1031. Dispensation from section 1028 — certain securities or money-market instruments constituting consideration for allotment

1032. Dispensation from section 1028 — consideration for allotment other than securities and money-market instruments referred to in section 1031

1033. Dispensation from section 1028: cases in which consideration for allotment falls into both section 1031 and section 1032

1034. Expert's report on non-cash assets acquired from subscribers, etc.

1035. Supplemental provisions in relation to section 1034

1036. Relief

1037. Special provisions as to issue of shares to subscribers

1038. Enforceability of undertakings made in contravention of certain provisions of Chapter

1039. Adaptation of section 102(1) and (2) in relation to a PLC

1040. Treatment of own shares held by or on behalf of a PLC

1041. Supplemental provisions in relation to section 1040 (including definition of “relevant period”)

1042. Charges taken by PLC on own shares

1043. Application of certain provisions of section 82(6) in relation to PLCs

1044. Variation of rights attached to special classes of shares

1045. Restriction on transfer of shares

CHAPTER 4

Interests in shares: disclosure of individual and group acquisitions

1046. Purpose of Chapter

1047. Interpretation and supplemental (Chapter 4)

1048. Duty of disclosure — first class of case in which duty arises

1049. Notifiable interest

1050. Duty of disclosure — second class of case in which duty arises

1051. “Percentage level” in relation to notifiable interests

1052. The notifiable percentage

1053. Particulars to be contained in notification

1054. Notification of family and corporate interests

1055. “Share acquisition agreement” — meaning

1056. Duties of disclosure arising in consequence of section 1055

1057. Duty of persons acting together to keep each other informed

1058. Interest in shares by attribution

1059. Interest in shares that are notifiable interests for purposes of Chapter

1060. Enforcement of notification obligation

1061. Individual and group acquisitions register

1062. Company investigations concerning interests in shares

1063. Registration of interest disclosed under section 1062

1064. Company investigations on requisition by members

1065. Company reports on investigation

1066. Penalty for failure to provide information

1067. Removal of entries from register

1068. Entries, when not to be removed

1069. Where register to be kept, inspection of register, inspection of reports, etc.

1070. Duty of PLC to notify authorised market operator

CHAPTER 5

Acquisition of own shares and certain acquisitions by subsidiaries

1071. Additional (general) provisions relating to acquisition by PLCs of own shares

1072. “Market purchase”, “overseas market purchase” and “off-market purchase”

1073. Authority for PLC's purchase of own shares

1074. Market purchase of own shares

1075. Off-market purchase of own shares

1076. Assignment or release of company's right to purchase own shares

1077. Relationship of certain acquisition provisions to those in PART 3

1078. Off-market re-allotment of treasury shares by PLC

1079. Return to be made to Registrar under section 116 (1)

1080. Duty of PLC to publish particulars of overseas market purchase

1081. Duty of PLC to notify authorised market operator

CHAPTER 6

Distribution by a PLC

1082. Restriction on distribution of assets

1083. Relevant financial statements in the case of distribution by PLC

1084. Limitation on reduction by a PLC of its company capital

CHAPTER 7

Uncertificated securities

1085. Transfer in writing

1086. Power to make regulations for the transfer of securities

1087. Supplemental provisions in relation to section 1086

CHAPTER 8

Corporate governance

1088. Number of directors of a PLC

1089. PLC, with 2 or more members, may not dispense with holding of a.g.m.

1090. Rotation of directors

1091. Modification of section 149(8)'s operation where public or local offer co-incides with change among directors

1092. Remuneration of directors

1093. Application of section 193 in relation to PLC

1094. Provisions consequent on participation by PLC in system for uncertificated transfer of securities

1095. Attendance and voting at meetings

1096. Notice of meetings

1097. Application of section 167 to PLC that is not a public-interest entity under S.I. No. 220 of 2010

1098. Length of notice of general meetings to be given

1099. Additional rights of shareholders in certain PLCs (provisions implementing Shareholders' Rights Directive 2007/36/EC)

1100. Equality of treatment of shareholders

1101. Requisitioning of general meeting by members — modification of section 178 (3)

1102. Length of notice of general meetings to be given by traded PLC

1103. Additional provisions concerning notice under section 181 by a traded PLC

1104. Right to put items on the agenda of the general meeting and to table draft resolutions

1105. Requirements for participation and voting in general meeting

1106. Participation in general meeting by electronic means

1107. Right to ask questions

1108. Provisions concerning appointment of proxies

1109. Traded PLC may permit vote to be cast in advance by correspondence

1110. Voting results

CHAPTER 9

Duties of directors and other officers

1111. Obligation to convene extraordinary general meeting in event of serious loss of capital

1112. Qualifications of secretary of a PLC

CHAPTER 10

Financial statements, annual return and audit

1113. Voting by director in respect of certain matters: prohibition and exceptions thereto

1114. Non-application of Part 6 to PLCs that are credit institutions or insurance undertakings

1115. Requirement for corporate governance statement and modification of certain provisions of Parts 5 and 6 as they apply to PLCs

1116. Modification of definition of “IAS Regulation” in the case PLCs

1117. Obligation for a PLC's statutory financial statements to be audited

1118. Statutory auditors' report on revised financial statements and revised report

1119. Summary financial statements and circulation of them to members in lieu of full financial statements

1120. Application of sections 310 to 313

CHAPTER 11

Debentures

1121. Provisions as to register of debenture holders

CHAPTER 12

Examinerships

1122. Petitions for examinerships

CHAPTER 13

Reorganisations

1123. Acquisitions of uncertificated securities from dissenting shareholders

CHAPTER 14

Strike off and restoration

1124. Power of Registrar to strike PLC off register

1125. Reinstatement as PLC confined to company which had such status before dissolution

CHAPTER 15

Investigations

1126. Inspectors — minimum number of members that may apply for their appointment in the case of a PLC

CHAPTER 16

Mergers

1127. Interpretation (Chapter 16)

1128. Requirement for Chapter to apply

1129. Mergers to which Chapter applies — definitions and supplementary provision

1130. Merger may not be put into effect save in accordance with this Chapter

1131. Common draft terms of merger

1132. Directors' explanatory report

1133. Expert's report

1134. Merger financial statement

1135. Registration and publication of documents

1136. Inspection of documents

1137. General meetings of merging companies

1138. Electronic means of making certain information available for purposes of section 1137

1139. Meetings of classes of shareholders

1140. Purchase of minority shares

1141. Application for confirmation of merger by court

1142. Protection of creditors

1143. Preservation of rights of holders of securities

1144. Confirmation order

1145. Certain provisions not to apply where court so orders

1146. Registration and publication of confirmation of merger

1147. Civil liability of directors and experts

1148. Criminal liability for untrue statements in merger documents

CHAPTER 17

Divisions

1149. Interpretation (Chapter 17)

1150. Requirements for Chapter to apply

1151. Divisions to which this Chapter applies — definitions and supplementary provisions

1152. Division may not be put into effect save under and in accordance with this Chapter

1153. Common draft terms of division

1154. Directors' explanatory report

1155. Expert's report

1156. Division financial statement

1157. Registration and publication of documents

1158. Inspection of documents

1159. General meetings of companies involved in a division

1160. Electronic means of making certain information available for purposes of section 1159

1161. Meetings of classes of shareholders

1162. Purchase of minority shares

1163. Application for confirmation of division by court

1164. Protection of creditors and allocation of liabilities

1165. Preservation of rights of holders of securities

1166. Confirmation order

1167. Certain provisions not to apply where court so orders

1168. Registration and publication of confirmation of division

1169. Civil liability of directors and experts

1170. Criminal liability for untrue statements in division documents

CHAPTER 18

Public offers of securities, prevention of market abuse, etc.

1171. Application of Chapters 1, 2 and 4 of Part 23 to PLCs

PART 18

GUARANTEE COMPANIES

CHAPTER 1

Preliminary and definitions

1172. Definitions (Part 18)

1173. Application of Parts 1 to 14 to CLGs

CHAPTER 2

Incorporation and consequential matters

1174. Way of forming a CLG

1175. CLG to carry on activity in the State

1176. The form of a CLG's constitution

1177. Supplemental provisions in relation to constitution and continuance in force of existing memorandum and articles

1178. Provisions as to names of CLGs

1179. Trading under a misleading name

1180. Power to dispense with “company limited by guarantee” or Irish equivalent in name of charitable and other companies

1181. Prohibition on certain provisions in constitution, etc. and issuing of shares

1182. Capacity of a CLG

1183. Capacity not limited by a CLG's constitution

1184. Alteration of objects clause by special resolution

1185. Supplemental provisions in relation to section 1184

1186. Restriction of section 32(1) in relation to CLGs

1187. Alteration of articles by special resolution

1188. Power to alter provisions in memorandum which could have been contained in articles

1189. Status of existing guarantee company

1190. Transitional provision — use of “limited” or “teoranta” by existing guarantee company

CHAPTER 3

Share capital

1191. Limitation on offers by CLGs of securities to the public

1192. Application of section 114 in relation to CLGs

1193. Uncertificated transfer of securities

CHAPTER 4

Corporate governance

1194. Directors

1195. Limitation on number of directorships

1196. Rotation of directors

1197. Remuneration of directors

1198. Removal of directors

1199. Membership

1200. Personation of member: offence

1201. Register of members

1202. CLG, with 2 or more members, may not dispense with holding of a.g.m.

1203. Convening of extraordinary general meeting on requisition

1204. Persons entitled to notice of general meetings

1205. Proxies

1206. Votes of members

1207. Right to demand a poll

1208. Application of section 193 in relation to a CLG

1209. Application of section 198 in relation to a CLG

1210. Application of Chapter 5 of Part 5 to a CLG

CHAPTER 5

Financial statements, annual return and audit

1211. Non-application of Part 6 to CLGs that are credit institutions or insurance undertakings

1212. Requirement for corporate governance statement and modification of certain provisions of Parts 5 and 6 as they apply to CLGs

1213. Modification of definition of “IAS Regulation” in the case of CLGs

1214. Application of section 297 to a CLG

1215. Disclosures by CLG that is credit institution

1216. Disclosure of membership changes in CLG's financial statements

1217. Disapplication of sections 325(1)(c) and 329 to a CLG

1218. Application of sections 334, 350 and 362 to a CLG

1219. Qualification of section 338 in the case of a CLG

1220. Exemption from filing with Registrar financial statements, etc.

1221. Application of section 392 to a CLG

1222. Application of section 393 to a CLG

CHAPTER 6

Liability of contributories in winding up

1223. Liability as contributories of past and present members and provision concerning winding up after certain re-registration

CHAPTER 7

Examinerships

1224. Petitions for examinerships

CHAPTER 8

Investigations

1225. Application of section 747(2) to CLGs

CHAPTER 9

Public offers of securities, prevention of market abuse, etc.

1226. Application of Chapters 1, 2 and 4 of Part 23 to CLGs

PART 19

UNLIMITED COMPANIES

CHAPTER 1

Preliminary and definitions

1227. Interpretation (Part 19)

1228. Three types of unlimited company and uniform words to be affixed to name

1229. References to unlimited company to mean ULC, PUC or PULC

1230. Application of Parts 1 to 14 to unlimited companies

CHAPTER 2

Incorporation and consequential matters

1231. Way of forming an unlimited company

1232. Unlimited company to carry on activity in the State

1233. The form of the constitution of an ULC or PUC

1234. The form of the constitution of a PULC

1235. Supplemental provisions in relation to constitution referred to in section 1233 or 1234 and continuance in force of existing memorandum and articles

1236. Effect of registration

1237. Provisions as to names of unlimited companies

1238. Trading under a misleading name

1239. Capacity of an unlimited company

1240. Capacity not limited by the constitution of an unlimited company

1241. Alteration of objects clause by special resolution

1242. Supplemental provisions in relation to section 1241

1243. Application of section 1018 to PUCs and PULCs

1244. Alteration of articles by special resolution

1245. Power to alter provisions in memorandum which could have been contained in articles

1246. Status of existing unlimited company

1247. Transitional provision — omission of “unlimited company” or “cuideachta neamhtheoranta” by existing unlimited company

CHAPTER 3

Share capital

1248. Application of section 68 to PUCs and PULCs

1249. Authority to allot and pre-emption rights in the case of a PUC

1250. Variation of rights attached to special classes of shares

1251. Variation of company capital

1252. Reduction of company capital

1253. Application of section 94 to ULCs and PUCs

1254. Application of section 114 in relation to PULCs

1255. Making of distributions unrestricted in the case of unlimited companies

1256. Uncertificated transfer of securities

CHAPTER 4

Corporate governance

1257. Directors

1258. Limitation on number of directorships

1259. Membership of a PULC

1260. Personation of member: offence

1261. Register of members

1262. Unlimited company, with 2 or more members, may not dispense with holding of a.g.m.

1263. Application of section 193 in relation to an unlimited company

CHAPTER 5

Financial statements, annual return and audit

1264. Definitions (Chapter 5)

1265. Non-application of Part 6 to unlimited companies that are credit institutions or insurance undertakings

1266. Requirement for corporate governance statement and modification of certain provisions of Parts 5 and 6 as they apply to PUCs and PULCs

1267. Modification of definition of “IAS regulation” in the case of PUCs and PULCs

1268. Application of section 297 to a PULC

1269. Disclosures by unlimited company that is a credit institution

1270. Disclosure of membership changes in PULC's financial statements

1271. Disapplication of sections 325(1)(c) and 329 to a PULC

1272. Application of section 362 to an ULC and obligation on other unlimited companies to have their financial statements audited

1273. Qualification of section 338 in the case of a PULC

1274. No requirement to deliver financial statements, etc., with annual return in the case of certain ULCs

1275. Application of section 392 to a PULC

1276. Application of section 393 to a PULC

1277. Documents to be annexed to annual return of non-designated ULC

CHAPTER 6

Winding up

1278. Liability as contributories of past and present members

1279. Payment of debts due by contributory to the unlimited company and extent to which set-off allowed

CHAPTER 7

Examinerships

1280. Petitions for examinerships

CHAPTER 8

Investigations

1281. Application of section 747(2) to PUCs and PULCs

CHAPTER 9

Public offers of securities, market abuse, etc.

1282. Application of Chapters 1, 2 and 4 of Part 23 to PUCs and PULCs

PART 20

RE-REGISTRATION

CHAPTER 1

Interpretation

1283. Interpretation (Part 20)

CHAPTER 2

General provisions as to re-registration

1284. Company may re-register as another company type

1285. Procedure generally for re-registration

1286. Additional statements required of company that is to have a share capital on its re-registration

1287. PLC's resolution to re-register as a private company limited by shares or DAC may be cancelled by court

1288. Re-registration upon reduction of company capital of a PLC

CHAPTER 3

Special requirements for re-registration

1289. What this Chapter does and references to relevant Chapter 2 requirements

1290. Particular requirements for re-registration as a private company limited by shares

1291. Particular requirements for re-registration of company as a PLC

1292. Requirements as to share capital of a company applying to re-register as a PLC

1293. Shares allotted by company applying to re-register as PLC between balance sheet date and passing of special resolution

1294. Application of certain other provisions of Part 17 on allotments to a company that passed resolution for re-registration

1295. Power of unlimited company to provide for reserve share capital on re-registration

1296. Particular requirements for re-registration of limited company as unlimited

1297. Particular requirements for re-registration of company as a CLG

1298. Particular requirements for re-registration of company as a DAC limited by shares

1299. Particular requirements for re-registration of company as a DAC limited by guarantee

PART 21

EXTERNAL COMPANIES

CHAPTER 1

Preliminary

1300. Interpretation (Part 21)

1301. Application to external companies of certain provisions of Parts 1 to 14

CHAPTER 2

Filing obligations of external companies

1302. Filing obligations of EEA company

1303. Accounting documents to be filed by EEA company

1304. Filing obligations of non-EEA company

1305. Accounting documents to be filed by non-EEA company

1306. Return of capital by non-EEA company

CHAPTER 3

Disclosure in certain business documents and translation of documents

1307. Disclosure on letters and order forms

1308. Notice of delivery to be published in CRO Gazette

1309. Translation of documents

CHAPTER 4

Service of documents

1310. Service of documents

CHAPTER 5

Compliance

1311. Duty of securing compliance with this Part

PART 22

UNREGISTERED COMPANIES AND JOINT STOCK COMPANIES

CHAPTER 1

Application of Act to unregistered companies

1312. Application of certain provisions of Act to unregistered companies

1313. Minister's power to make regulations in relation to Schedule 14

CHAPTER 2

Registration of certain bodies (other than joint stock companies) as companies

1314. Definitions (Chapter 2)

1315. Registration as a company of body to which section 1312(1) applies

1316. Requirements for registration under this Chapter as company

1317. Particular requirements for registration of body corporate as a PLC

1318. Requirements as to share capital of body corporate applying to register as a PLC

1319. Shares allotted by body corporate applying to register as PLC between balance sheet date and passing of registration resolution

1320. Application of certain other provisions of Part 17 on allotments to a body that passed resolution for registration as a PLC

1321. Regulations for special cases

1322. Change of name for purposes of registration

1323. Registration and its effects

1324. Supplemental provisions in relation to section 1323

1325. Consequential repeals

CHAPTER 3

Winding up of unregistered company

1326. Chapter 3 — construction of expression “unregistered company”

1327. Restriction of this Chapter

1328. Winding up of unregistered companies

1329. Cases in which unregistered company shall be deemed to be unable to pay its debts

1330. Contributories in winding up of unregistered company

1331. Power of court to stay or restrain proceedings

1332. Actions stayed on winding-up order

1333. Provisions of this Chapter to be cumulative

CHAPTER 4

Provisions concerning companies registered, but not formed, under former Acts and certain other existing companies

1334. Application of Act to companies registered but not formed under former Companies Acts

1335. Application of Act to unlimited companies re-registered as limited companies under certain former enactments

1336. Provisions as to companies registered under Joint Stock Companies Acts

CHAPTER 5

Registration of joint stock companies under this Act

1337. Interpretation (Chapter 5)

1338. Companies capable of being registered

1339. Requirements for registration of joint stock companies

1340. Verifications of lists of members and directors of company for purposes of registration

1341. Registrar may require evidence as to nature of company

1342. Addition of “limited” or “teoranta”, etc. to name

1343. Certificate of registration of existing company

1344. Effects of registration under this Chapter

1345. Power to substitute memorandum and articles for deed of settlement

1346. Power of court to stay or restrain proceedings

1347. Actions stayed on winding-up order

PART 23

PUBLIC OFFERS OF SECURITIES, FINANCIAL REPORTING BY TRADED COMPANIES, PREVENTION OF MARKET ABUSE, ETC.

CHAPTER 1

Public offers of securities

1348. Interpretation (Chapter 1)

1349. Civil liability for misstatements in prospectus

1350. Exceptions and exemptions

1351. Restriction of liability where non-equity securities solely involved

1352. Indemnification of certain persons

1353. Expert's consent to issue of prospectus containing statement by him or her

1354. Regulations (Chapter 1)

1355. Saver for existing Prospectus Regulations

1356. Penalties on conviction on indictment and defences in respect of certain offences

1357. Untrue statements and omissions in prospectus: criminal liability

1358. Requirements about minimum subscriptions, matters to be stated in offer documentation in that regard, etc.

1359. Supplemental provisions in relation to section 1358

1360. Further supplemental provisions in relation to section 1358: effect of irregular allotment

1361. Local offers

1362. Exclusion of Investment Intermediaries Act 1995

1363. Power to make certain rules and issue guidelines

1364. Certain agreements void

CHAPTER 2

Market abuse

1365. Interpretation (Chapter 2)

1366. Regulations (Chapter 2)

1367. Saver for existing Market Abuse Regulations

1368. Conviction on indictment of offences under Irish market abuse law: penalties

1369. Civil liability for certain breaches of Irish market abuse law

1370. Supplementary rules, etc., by competent authority

1371. Application of Irish market abuse law to certain markets

CHAPTER 3

Requirement for corporate governance statement and application of certain provisions of Parts 5 and 6 where company is a traded company

1372. Definition (Chapter 3)

1373. Corporate governance statement in the case of a traded company

1374. Application of section 225 to a traded company

1375. Application of sections 279 and 280 to a traded company excluded

1376. Application of sections 290(7)(b), 293 and 362 to a traded company

1377. Certain exemptions from consolidation of financial statements not available to traded company

1378. DAC or CLG that is a traded company may not file abridged financial statements

CHAPTER 4

Transparency requirements regarding issuers of securities admitted to trading on certain markets

1379. Interpretation (Chapter 4)

1380. Power to make certain regulations (Chapter 4)

1381. Saver for existing Transparency Regulations

1382. Conviction on indictment of offences under transparency (regulated markets) law

1383. Supplementary rules, etc. by competent authority

1384. Application of transparency (regulated markets) law to certain markets

PART 24

INVESTMENT COMPANIES

CHAPTER 1

Preliminary and interpretation

1385. Interpretation (Part 24)

1386. Definition of “investment company” and construction of references to nominal value of shares, etc.

1387. Application of Parts 1 to 14 to investment companies

1388. Application of Part 17 to investment companies

1389. Adaptation of certain provisions of UCITS Regulations

CHAPTER 2

Incorporation and registration

1390. Way of forming an investment company

1391. Investment company to carry on activity in the State

1392. The form of an investment company's constitution

1393. Supplemental provisions in relation to constitution and continuance in force of existing memorandum and articles

1394. Status of existing investment company

1395. Authorisation by Central Bank

1396. Powers of Central Bank

1397. Default of investment company or failure in performance of its investments

CHAPTER 3

Share capital

1398. Power of company to purchase own shares

1399. Treatment of purchased shares

CHAPTER 4

Financial statements

1400. Statutory financial statements

1401. Requirement for corporate governance statement and modification of certain provisions of Parts 5 and 6 as they apply to investment companies

CHAPTER 5

Winding up

1402. Circumstances in which company may be wound up by the court

CHAPTER 6

Restoration

1403. Restoration by the court

CHAPTER 7

Public offers of securities, prevention of market abuse, etc.

1404. Application of Chapters 1, 2 and 4 of Part 23 to investment companies

CHAPTER 8

Umbrella funds and sub-funds

1405. Segregated liability of investment company sub-funds

1406. Requirements to be complied with by, and other matters respecting, an umbrella fund to which section 1405(1) applies

1407. Further matters respecting an umbrella fund to which section 1405(1) applies

CHAPTER 9

Migration of funds

1408. Definitions (Chapter 9)

1409. “Registration documents” — meaning

1410. Continuation of foreign investment company

1411. Supplemental provisions in relation to section 1410

1412. Definitions for the purposes of de-registration provisions contained in sections 1413 and 1414

1413. De-registration of companies when continued under the law of place outside the State

1414. Supplemental provisions in relation to section 1413

1415. Statutory declaration as to solvency

PART 25

MISCELLANEOUS

CHAPTER 1

Provisions concerning foreign insolvency proceedings (including those covered by the Insolvency Regulation)

1416. Preliminary and interpretation (Chapter 1)

1417. Recognition of winding up orders of non-European Union states and Denmark

1418. Purpose of sections 1419 to 1428

1419. Registration of judgments given in insolvency proceedings

1420. Publication in relation to insolvency proceedings outside State

1421. Registration of insolvency judgments

1422. Enforcement in State of insolvency judgments

1423. Interest on insolvency judgments and payment of costs

1424. Currency of payments under enforceable insolvency judgments

1425. Preservation measures

1426. Venue

1427. Language of claims in relation to insolvency proceedings outside State

1428. Non-recognition or non-enforcement of judgments

CHAPTER 2

Other miscellaneous provisions

1429. Deemed consent to disclosure with respect to interest in shares or debentures acquired

1430. Extension of Chapter 1 of Part 9 to any company liable to be wound up

1431. Application of sections 113 to 115 to bodies corporate generally

1432. Saving for enactments providing for winding up under certain former Companies Acts

1433. Application of section 405 to every type of company and society

1434. Restriction of section 58 of the Solicitors Act 1954

1435. Prohibition of partnerships with more than 20 members

1436. Prohibition of banking partnership with more than 10 members

1437. Signing of statutory financial statements in case of credit institution registered after 15 August 1879

1438. Audit by Comptroller and Auditor General of companies not trading for gain

1439. Application of sections 1402 and 1403 to companies that are UCITS

1440. Relationship between Chapters 1 and 2 of Part 9 and Irish Takeover Panel Act 1997

1441. Eligibility to act as public auditor

1442. Certain captive insurers and re-insurers: exemption from requirement to have audit committee

1443. Assurance company holding shares in its holding company

1444. Realised profits of assurance companies

1445. Amendment of section 30 of Multi-Unit Developments Act 2011

1446. Provision as to names of companies formed pursuant to statute

1447. Disapplication of section 7 of Official Languages Act 2003

1448. Provision in respect of certain discretion afforded by Commission Decision 2011/30/ EU

SCHEDULE 1

FORM OF CONSTITUTION OF PRIVATE COMPANY LIMITED BY SHARES

SCHEDULE 2

REPEALS AND REVOCATIONS

PART 1

ACTS OF THE OIREACHTAS REPEALED

PART 2

STATUTORY INSTRUMENTS REVOKED

SCHEDULE 3

ACCOUNTING PRINCIPLES, FORM AND CONTENT OF ENTITY FINANCIAL STATEMENTS

PART I

CONSTRUCTION OF REFERENCES TO PROVISIONS OF SCHEDULE

PART II

GENERAL RULES AND FORMATS

PART III

ACCOUNTING PRINCIPLES AND VALUATION RULES

PART IV

INFORMATION REQUIRED BY WAY OF NOTES TO FINANCIAL STATEMENTS

PART V

SPECIAL PROVISIONS WHERE A COMPANY IS A HOLDING COMPANY OR SUBSIDIARY UNDERTAKING

PART VI

INTERPRETATION OF CERTAIN EXPRESSIONS IN SCHEDULE

SCHEDULE 4

ACCOUNTING PRINCIPLES, FORM AND CONTENT OF GROUP FINANCIAL STATEMENTS

PART I

CONSTRUCTION OF REFERENCES TO PROVISIONS OF SCHEDULE

PART II

GENERAL RULES AND FORMATS

PART III

ACCOUNTING PRINCIPLES AND VALUATION RULES

PART IV

INFORMATION REQUIRED BY WAY OF NOTES TO GROUP FINANCIAL STATEMENTS

SCHEDULE 5

LIST OF COMPANIES FOR CERTAIN PURPOSES OF ACT (INCLUDING, IN PARTICULAR, SECTIONS 142, 350, 362 AND 510)

SCHEDULE 6

FURTHER SAVINGS AND TRANSITIONAL PROVISIONS

SCHEDULE 7

FORM OF CONSTITUTION OF DESIGNATED ACTIVITY COMPANY LIMITED BY SHARES

SCHEDULE 8

FORM OF CONSTITUTION OF DESIGNATED ACTIVITY COMPANY LIMITED BY GUARANTEE

SCHEDULE 9

FORM OF CONSTITUTION OF PUBLIC LIMITED COMPANY

SCHEDULE 10

FORM OF CONSTITUTION OF COMPANY LIMITED BY GUARANTEE

SCHEDULE 11

FORM OF CONSTITUTION OF PRIVATE UNLIMITED COMPANY HAVING A SHARE CAPITAL

SCHEDULE 12

FORM OF CONSTITUTION OF PUBLIC UNLIMITED COMPANY HAVING A SHARE CAPITAL

SCHEDULE 13

FORM OF CONSTITUTION OF PUBLIC UNLIMITED COMPANY NOT HAVING A SHARE CAPITAL

SCHEDULE 14

PROVISIONS APPLIED TO UNREGISTERED COMPANIES

SCHEDULE 15

REPEALS AND REVOCATION IN RELATION TO UNREGISTERED COMPANIES

PART 1

STATUTES REPEALED

PART 2

INSTRUMENTS OR CHARTERS REVOKED

SCHEDULE 16

FORM OF CONSTITUTION OF INVESTMENT COMPANY

SCHEDULE 17

CONDITIONS TO BE SATISFIED FOR APPLICATION OF SEGREGATED LIABILITY TO SUB-FUNDS OF INVESTMENT COMPANY TRADING BEFORE 30 JUNE 2005

Acts Referred to

Arbitration Act 2010 (No. 1)

Assurance Companies Act 1909 (9 Edw. 7. c. 42)

Bank Act 1892 (56 Vic. c. 48.)

Bank Notes (Ireland) Act 1864 (28 Vic. c. 78)

Bank of Ireland Act 1781 (22 Geo. III, c. 16)

Bank of Ireland Act 1791 (Geo. III, c. 22)

Bank of Ireland Act 1797 (Geo. III, c. 50)

Bank of Ireland Act 1808 (Geo. III, c. 103)

Bank of Ireland Act 1821 (Geo. IV, c. 72)

Bank of Ireland Act 1860 (24 Vic. c. 31)

Bank of Ireland Act 1929 (No. 4 (Private))

Bank of Ireland Act 1935 (No. 1 (Private))

Bank of Ireland Charter Amendment Act 1872 (36 Vic. c. 5)

Bankers' (Ireland) Act 1845 (Vic. c. 37)

Bankruptcy Act 1988 (No. 27)

Building Societies Act 1989 (No. 17)

Capital Acquisitions Tax Consolidation Act 2003 (No. 1)

Capital Gains Tax Acts

Central Bank Act 1942 (No. 22)

Central Bank Act 1971 (No. 24)

Central Bank Act 1989 (No. 16)

Central Bank Acts 1942 to 2010

Central Bank and Financial Services Authority of Ireland Act 2003 (No. 12)

Central Bank Reform Act 2010 (No. 23)

Charities Act 1961 (No. 17)

Charities Act 2009 (No. 6)

Chartered Companies Act 1837 (1 Vic. c. 73)

Civil Liability Act 1961 (No. 41)

Civil Partnership and Certain Rights and Obligations of Cohabitants Act 2010 (No. 24)

Civil Service Regulation Acts 1956 to 2005

Commissions of Investigation Act 2004 (No. 23)

Committees of the Houses of the Oireachtas (Compellability, Privileges and Immunities of Witnesses) Act 1997 (No. 17)

Companies (Amendment) Act 1977 (No. 31)

Companies (Amendment) (No. 2) Act 1999 (No. 30)

Companies (Amendment) Act 1982 (No. 10)

Companies (Amendment) Act 1983 (No. 13)

Companies (Amendment) Act 1986 (No. 25)

Companies (Amendment) Act 1990 (No. 27)

Companies (Amendment) Act 1999 (No. 8)

Companies (Amendment) Act 2009 (No. 20)

Companies (Amendment) Act 2012 (No. 22)

Companies (Auditing and Accounting) Act 2003 (No. 44)

Companies (Consolidation) Act 1908 (8 Edw. 7 c. 69)

Companies (Miscellaneous Provisions) Act 2009 (No. 45)

Companies (Miscellaneous Provisions) Act 2013 (No. 46)

Companies Act 1862 (26 Vic. c. 89)

Companies Act 1879 (43 Vic. c. 76)

Companies Act 1963 (No. 33)

Companies Act 1990 (No. 33)

Companies Acts

Companies Acts 1963 to 2005

Company Law Enforcement Act 2001 (No. 28)

Comptroller and Auditor General (Amendment) Act 1993 (No. 8)

Consumer Credit Act 1995 (No. 24)

Courts of Justice Act 1924 (No. 10)

Courts of Justice Act 1936 (No. 48)

Criminal Procedure Act 1967 (No. 12)

Customs Acts

Diplomatic and Consular Officers (Provision of Services) Act 1993 (No. 33)

Economic and Monetary Union Act 1998 (No. 38)

Electoral Act 1997 (No. 25)

Electronic Commerce Act 2000 (No. 27)

Ethics in Public Office Act 1995 (No. 22)

European Communities Act 1972 (No. 27)

European Parliament Elections Act 1997 (No. 2)

Exchange Control Acts 1954 to 1990

Finance Act 1961 (No. 23)

Finance Act 2003 (No. 3)

Finance Act 2011 (No. 6)

Finance (Local Property Tax) Act 2012 (No. 52)

Friendly Societies Acts 1896 to 2014

Hire Purchase Act 1946 (No. 16)

Industrial and Provident Societies Acts 1893 to 2014

Insurance Act 1936 (No. 45)

Insurance Act 1989 (No. 3)

Insurance Acts 1909 to 2000

Interpretation Act 2005 (No. 23)

Investment Funds, Companies and Miscellaneous Provisions Act 2005 (No. 12)

Investment Funds, Companies and Miscellaneous Provisions Act 2006 (No. 41)

Investment Intermediaries Act 1995 (No. 11)

Investment Limited Partnerships Act 1994 (No. 24)

Irish Takeover Panel Act 1997 (No. 5)

Joint Stock Banking Companies Act 1857 (21 Vic. c. 80)

Joint Stock Companies Act 1856 (19 Vic. c. 47)

Joint Stock Companies Acts

Land and Conveyancing Law Reform Act 2009 (No. 27)

Limited Partnerships Act 1907 (7 Edw. 7, c. 24)

Local Government Act 2001 (No. 37)

Mercantile Marine Act 1955 (No. 29)

Multi-Unit Developments Act 2011 (No. 2)

National Archives Act 1986 (No. 11)

National Asset Management Agency Act 2009 (No. 34)

Netting of Financial Contracts Act 1995 (No. 25)

Official Languages Act 2003 (No. 32)

Organisation of Working Time Act 1997 (No. 20)

Partnership Act 1890 (4 Vict., c. 39)

Petty Sessions (Ireland) Act 1851 (14 & 15 Vict., c. 93)

Post Office Savings Bank Acts 1861 to 1958

Public Service Management (Recruitment and Appointments) Act 2004 (No. 33)

Registration of Business Names Act 1963 (No. 30)

Registration of Deeds and Title Act 2006 (No. 12)

Registration of Title Act 1964 (No. 16)

Social Welfare Acts

Social Welfare Consolidation Act 2005 (No. 26)

Solicitors Act 1954 (No. 36)

Solicitors Acts 1954 to 2002

Stamp Duties Consolidation Act 1999 (No. 31)

State Property Act 1954 (No. 25)

Statute Law (Restatement) Act 2002 (No. 33)

Statutory Declarations Act 1938 (No. 37)

Stock Transfer Act 1963 (No. 34)

Succession Act 1965 (No. 27)

Supreme Court of Judicature (Ireland) Act 1877 (41 Vict., c. 57)

Tax Acts

Taxes Consolidation Act 1997 (No. 39)

Trade Union Acts 1871 to 1990

Tribunals of Inquiry (Evidence) Acts 1921 to 2004

Trustee Savings Banks Act 1989 (No. 21)

Unit Trusts Act 1990 (No. 37)

Value-Added Tax Acts

Value-Added Tax Consolidation Act 2010 (No. 31)

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Number 38 of 2014


COMPANIES ACT 2014


An Act to consolidate, with amendments, certain enactments relating to companies and to provide for related matters.

[23rd December, 2014]

Be it enacted by the Oireachtas as follows:

PART 1

PRELIMINARY AND GENERAL

Short title and commencement

1. (1) This Act may be cited as the Companies Act 2014.

(2) This Act shall come into operation on such day or days as the Minister may appoint by order or orders either generally or with reference to any particular purpose or provision and different days may be so appointed for different purposes or different provisions.

(3) Without prejudice to the generality of subsection (2), an order or orders under that subsection may appoint different days for the coming into operation of section 4 or 1325 so as to effect the repeal or revocation provided by section 4 or 1325 of—

(a) an enactment specified in Part 1 or Part 2 of Schedule 2 or in Schedule 15 , as the case may be, on different days for different purposes; or

(b) different provisions of an enactment specified in Part 1 or Part 2 of Schedule 2 or in Schedule 15 , as the case may be, on different days.

Interpretation generally

2. (1) In this Act—

“Acting Director” means a person appointed under section 948 as the Acting Director of Corporate Enforcement;

“Act of 1963” means the Companies Act 1963 ;

“Act of 1990” means the Companies Act 1990 ;

“agent” does not include a person's counsel acting as such;

“amendment”, in relation to a constitution, includes an alteration and a deletion;

“annual general meeting” means the meeting provided for in section 175 ;

“annual return” has the meaning given to it by section 342 ;

“annual return date” has the meaning given to it by section 343 ;

“appropriate rate”, in relation to interest, means—

(a) subject to paragraph (b), 5 per cent per annum; or

(b) such other rate as may be specified by order made by the Minister under subsection (7);

“articles” means articles of association;

“assignee in bankruptcy” means the Official Assignee (within the meaning of the Bankruptcy Act 1988 ) or a creditors' assignee (within the meaning of that Act);

“authorised market operator” means a market operator (within the meaning of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004) who, for the time being, is authorised under—

(a) the European Communities (Markets in Financial Instruments) Regulations 2007 ( S.I. No. 60 of 2007 ); or

(b) the measures adopted by another Member State to implement that Directive,

to operate the business of a regulated market (within the meaning of that Directive);

“Bankruptcy Acts” means the Bankruptcy Act 1988 and any enactment amending or extending that Act;

“book and paper” and “book or paper” includes deeds, writings and documents and, where not separately mentioned in the provision concerned, accounting records;

“books and documents” and “books or documents” includes deeds, writings and records made in any other manner and, where not separately mentioned in the provision concerned, accounting records;

“called-up share capital”, in relation to a company, means so much of its share capital as equals the aggregate amount of the calls made on its shares, whether or not those calls have been paid, together with any share capital paid up without being called and any share capital to be paid on a specified future date under the company's constitution, the terms of allotment of the relevant shares or any other arrangements for payment of those shares, and “uncalled share capital” shall be read accordingly;

“category 1 offence” means an offence the penalties for which are specified in section 871 (1);

“category 2 offence” means an offence the penalties for which are specified in section 871 (2);

“category 3 offence” means an offence the penalties for which are specified in section 871 (3);

“category 4 offence” means an offence the penalties for which are specified in section 871 (4);

“Central Bank” means the Central Bank of Ireland;

“child” includes a step-child and an adopted child and “son”, “daughter” and “parent” shall be read accordingly;

“civil partner” has the meaning given to it by the Civil Partnership and Certain Rights and Obligations of Cohabitants Act 2010 ;

“Community act” means an act adopted by an institution of the European Union;

“company”—

(a) in Parts 2 to 14 , shall be read in accordance with section 10 ;

(b) subject to the foregoing, means a company formed and registered under this Act, or an existing company;

“company having a sole director” shall be read in accordance with subsection (8);

“constitution” means the constitution of a company as provided for in section 19 or, in the case of a company that is not a private company limited by shares, as provided for in Part 16 , 17 , 18 , 19 or 24 , as appropriate;

“contravention” includes a failure to comply;

“contributory” has the meaning given to it by section 559 ;

“court”—

(a) without prejudice to paragraphs (b) and (c), where used in any provision of this Act in relation to a company, means—

(i) the High Court; or

(ii) where another court is specified for the purposes of that provision — that court;

(b) where used in relation to proceedings for an offence, means—

(i) in the case of an offence that is being prosecuted summarily — the District Court; or

(ii) in any other case — the court with jurisdiction in the matter concerned;

(c) where used in connection with proceedings for a debt or the recovery of a sum otherwise provided by this Act to be recoverable and a particular court or a court of competent jurisdiction is not specified for the purpose, means any court of competent jurisdiction;

“CRO Gazette” means the Companies Registration Office Gazette referred to in section 887 (7);

“debenture” includes debenture stock, bonds and any other securities of a company whether constituting a charge on the assets of the company or not;

de facto director” shall be read in accordance with section 222 ;

“deliver” includes send or forward and, in the case of a requirement to deliver a document, notice or thing to the Registrar, where the provision concerned itself does not indicate that that is the purpose of its delivery, means deliver the document, notice or thing to the Registrar for the purposes of its registration;

“director” includes any person occupying the position of director by whatever name called;

“Director” means the Director of Corporate Enforcement (but that title appears set out in full in any provision where it is desirable to avoid confusion or otherwise to provide clarity on the matter) and includes an Acting Director while so acting and, in relation to a particular power of the Director, a delegate to whom the power is delegated under section 954 ;

“document” includes summons, notice, order and other legal process, and register;

“EEA Agreement” means the Agreement on the European Economic Area signed at Oporto on 2 May 1992, as adjusted by the Protocol signed at Brussels on 17 March 1993;

“EEA state” means a state, including the State, which is a contracting party to the EEA Agreement;

“electronic means” or “electronic communications” includes the use of electronic mail;

“enactment” means a statute or an instrument made under a power conferred by a statute;

“examiner” means an examiner appointed under section 509 or 517 ;

“existing company” means a company formed and registered in a register kept in the State under the Joint Stock Companies Acts, the Companies Act 1862 , the Companies (Consolidation) Act 1908 or the Act of 1963;

“extended notice” has the meaning given to it by section 396 ;

“extraordinary general meeting” shall be read in accordance with section 177 ;

“financial year” shall be read in accordance with section 288 ;

“hire-purchase agreement” has the same meaning as it has in the Consumer Credit Act 1995 ;

“holding company” has the meaning given to it by section 8 ;

“insolvency proceedings”, other than in Chapter 15 of Part 11 , means insolvency proceedings opened under Article 3 of the Insolvency Regulation in a Member State, other than the State and Denmark, where the proceedings relate to a body corporate;

“Insolvency Regulation” means Council Regulation (EC) No. 1346/2000 of 29 May 2000 on insolvency proceedings;

“Joint Stock Companies Acts” means the Joint Stock Companies Act 1856, the Joint Stock Companies Acts 1856, 1857, the Joint Stock Banking Companies Act 1857 and the Act to enable Joint Stock Banking Companies to be formed on the principle of limited liability, or any one or more of those Acts as the case may require, but does not include the Act 7 & 8 Victoria, Chapter 110;

“limited company” means a company the liability of whose members is limited;

“members' voluntary winding up” has the meaning given to it by section 559 (1);

“memorandum” means memorandum of association;

“Minister”, other than in Parts 23 and 24 , means the Minister for Jobs, Enterprise and Innovation;

“officer”, in relation to a body corporate, includes a director or secretary;

“officer of the Director” means—

(a) an officer of the Minister assigned to the Director;

(b) a member of An Garda Síochána seconded to the Director; or

(c) a person employed by the Minister or the Director under a contract for service or otherwise, to assist the Director in performing functions of the Director under this Act or any other enactment;

“ordinary resolution” has the meaning given to it by section 191 ;

“prescribed”—

(a) subject to paragraphs (b), (c) and (d), means prescribed by regulations made by the Minister;

(b) in Part 11 , unless a power of the Supervisory Authority to prescribe by regulations is provided or that Part otherwise makes express provision—

(i) means prescribed by rules of court; and

(ii) where a power of the Minister to prescribe is provided, means prescribed by the means referred to in paragraph (a);

(c) in Part 15 , where a power of the Minister to prescribe is provided or the provision in which the expression appears does not indicate otherwise, means prescribed by the means referred to in paragraph (a); and

(d) in Parts 23 and 24 , means prescribed by regulations made by the Minister for Finance;

“printed” includes reproduced in any legible and durable form approved by the Registrar;

“prior Companies Acts” means—

(a) the Companies Acts 1963 to 2005;

(b) Parts 2 and 3 of the Investment Funds, Companies and Miscellaneous Provisions Act 2006 ;

(c) the Companies (Amendment) Act 2009 ;

(d) the Companies (Miscellaneous Provisions) Act 2009 ;

(e) the Companies (Amendment) Act 2012 ;

(f) the Companies (Miscellaneous Provisions) Act 2013 ; and

(g) every other enactment passed or made before the commencement of this section which provides that it is to be read as one with the Companies Acts;

“private company limited by shares” means, unless otherwise indicated, a private company limited by shares registered under Part 2 as distinct from a designated activity company of the type referred to in section 965 (2)(a);

“prospectus” means a document or documents in such form and containing such information as may be required by or under Irish prospectus law or EU prospectus law (within the meaning of Chapter 1 of Part 23 ), howsoever the document or documents are constituted, but does not include any advertisements in newspapers or journals derived from the foregoing;

“public holiday” means a day which is a public holiday under the Organisation of Working Time Act 1997 ;

“public limited company” includes (in Parts 2 to 15 ) an investment company within the meaning of Part 24 ;

“receiver of the property of a company” shall be read in accordance with subsection (9);

“register” shall be read in accordance with section 887 (2);

“registered office”, in relation to a company, means the office provided for in section 50 ;

“Registrar” means—

(a) the registrar appointed under section 887 (3); or

(b) the person referred to in subsection (6) (which relates to the existing Registrar of Companies) of section 887 for so long as the person holds office in accordance with subsection (5) of that section;

“related company” shall be read in accordance with subsections (10) and (11);

“resolution for voluntary winding up” means a resolution referred to in—

(a) section 202 (1)(a)(i) as it relates to section 579 ; or

(b) section 580 (1) or 586 (2),

to wind up a company voluntarily;

“sealed”, other than in provisions governing the use of a company's common seal or of any official seal of it, means executed in the manner specified in section 64 of the Land and Conveyancing Law Reform Act 2009 (but only to the extent that that section 64 obviates the need for a seal);

“shadow director” shall be read in accordance with section 221 ;

“share” means share in the share capital of a company, and includes stock except where a distinction between stock and shares is express or implied;

“single-member company” has the meaning given to it by section 196 ;

“special resolution” has the meaning given to it by section 191 ;

“statutory auditor” means an individual or a firm (within the meaning of those Regulations) that stands approved as a statutory auditor or statutory audit firm, as the case may be, under the European Communities (Statutory Audits) (Directive 2006/43/ EC) Regulations 2010 ( S.I. No. 220 of 2010 );

“subscribe” includes, where the means of authentication referred to in section 888 are employed, subscribe in the prescribed non-legible form;

“subsidiary” has the meaning given to it by section 7 ;

“Summary Approval Procedure” has the meaning given to it by section 202 ;

“Supervisory Authority” has the meaning given to it by section 900 (1);

“system of interconnection of registers” means the system of interconnection of central commercial and companies registers established in accordance with Article 4a(2) of Directive 2009/101/EC of the European Parliament and of the Council of 16 September 2009;

“undischarged bankrupt” means a person who is declared bankrupt by a court of competent jurisdiction, within the State or elsewhere, and who has not obtained a certificate of discharge or its equivalent in the relevant jurisdiction;

“written resolution” has the meaning given to it by section 191 (8).

(2) A word or expression used in Part 6 and also used in another Part of this Act has, in that other Part, the same meaning as it has in Part 6 .

(3) A reference in this Act to Table A in the First Schedule to the Act of 1963 shall, where appropriate, be read as a reference to Tábla A in that Schedule.

(4) References in this Act to a body corporate or to a corporation shall be read as not including a corporation sole, but as including a company or body corporate incorporated outside the State.

(5) Any provision of this Act overriding or interpreting a company's constitution shall, except as provided by this Act, apply in relation to the constitution in force on the provision's commencement as well as to regulations of the constitution coming into force thereafter.

(6) References in this Act to a person being in partnership with another are references to the person's being in partnership, within the meaning of section 1 (1) of the Partnership Act 1890 , with that person and references to a partner of a person shall be read accordingly.

(7) The Minister may, by order, specify a rate of interest for the purposes of paragraph (b) of the definition of “appropriate rate” in subsection (1).

(8) In this Act a reference to a company having a sole director is a reference to its having, for the time being and for whatever reason, a single director (and this applies notwithstanding a stipulation in the constitution that there be 2 directors, or a greater number).

(9) In this Act a reference to a receiver of the property of a company includes—

(a) a reference to—

(i) a receiver and manager of the property of a company; or

(ii) a manager of the property of a company;

(b) a reference to a receiver or to a receiver and manager or to a manager, of part only of that property; and

(c) a reference to a receiver only of the income arising from that property or from part of it.

(10) For the purposes of this Act, a company is related to another company if—

(a) that other company is its holding company or subsidiary; or

(b) more than half in nominal value of its equity share capital (within the meaning of section 7 (11)) is held by the other company and companies related to that other company (whether directly or indirectly, but other than in a fiduciary capacity); or

(c) more than half in nominal value of the equity share capital (within the meaning of section 7 (11)) of each of them is held by members of the other (whether directly or indirectly, but other than in a fiduciary capacity); or

(d) that other company or a company or companies related to that other company, or that other company together with a company or companies related to it, are entitled to exercise or control the exercise of more than one half of the voting power at any general meeting of the company; or

(e) the businesses of the companies have been so carried on that the separate business of each company, or a substantial part thereof, is not readily identifiable; or

(f) there is another body corporate to which both companies are related,

and “related company” has a corresponding meaning; for the purpose of any preceding paragraph of this subsection that contains a reference to a company being related to another, the provisions of this subsection also apply to the construction of each such reference.

(11) For the purposes of subsection (10) “company” includes any body that is capable of being wound up under this Act.

Periods of time

3. (1) Where the time limited by any provision of this Act for the doing of anything expires on a Saturday, a Sunday or a public holiday, the time so limited shall extend to and the thing may be done on the first following day that is not a Saturday, a Sunday or a public holiday.

(2) Where in this Act anything is required or allowed to be done within a number of days not exceeding 6, a day that is a Saturday, a Sunday or a public holiday shall not be reckoned in computing that number.

Repeals and revocations

4. (1) The Acts of the Oireachtas specified in Part 1 of Schedule 2 are repealed to the extent specified in the third column of that Part.

(2) The statutory instruments specified in Part 2 of Schedule 2 are revoked to the extent specified in the third column of that Part.

(3) This section is in addition to section 1325 and Schedule 15 (repeals related to an unregistered company becoming registered under this Act).

Savings and transitional provisions

5. (1) As provided under Part 17 , 18 , 19 or 24 , as appropriate, the repeal by this Act of any enactment shall not affect the incorporation of any company registered under any enactment so repealed.

(2) The effect of this Act in relation to a private company limited by shares incorporated under any former enactment relating to companies is provided for in Chapter 6 of Part 2 .

(3) Any document referring to any former enactment relating to companies shall be read as referring to the corresponding enactment of this Act.

(4) Any person, appointed to any office under or by virtue of any former enactment relating to companies, who is in office immediately before the commencement of the provision concerned of this Act, shall be deemed to have been appointed to that office under or by virtue of the provision concerned of this Act.

(5) Any register, kept under any former enactment relating to companies, shall be deemed part of the register to be kept under the corresponding provision of this Act.

(6) All funds and accounts constituted under this Act shall be deemed to be in continuation of the corresponding funds and accounts constituted under the former enactments relating to companies.

(7) Schedule 6 contains further savings and transitional provisions and shall have effect accordingly.

(8) This section is without prejudice to—

(a) the generality of the Interpretation Act 2005 and, in particular, section 27 of it; and

(b) the special provision made in certain provisions of this Act for transitional matters as they relate to those provisions.

(9) In this section “former enactment relating to companies” means any enactment repealed or revoked by this Act and any enactment repealed or revoked by the Act of 1963 or the Companies (Consolidation) Act 1908 .

Construction of references in other Acts to companies registered under Companies (Consolidation) Act 1908 and Act of 1963

6. (1) References in any Act, other than this Act, to a company formed and registered, or registered, under the Companies (Consolidation) Act 1908 or the Act of 1963 shall, unless the contrary intention appears, be read as references to a company formed and registered, or registered, under whichever of those Acts is appropriate or this Act.

(2) Subsection (1) applies despite section 26 (2)(f) of the Interpretation Act 2005 (which provides that where an Act repeals and re-enacts, with or without modification, any provisions of a former Act, references in any other Act to the provisions so repealed shall, unless the contrary intention appears, be read as references to the provisions of the new Act relating to the same subject-matter as that of the former Act).

Definition of “subsidiary”

7. (1) In this section the expressions “superior company” and “lower company” are used solely to assist the understanding of its terms and—

(a) are not indicative of the status (in any manner not relevant to this section) of the respective companies vis a vis one another; and

(b) do not constitute definitions to which regard must be had for any other purpose of this Act.

(2) For the purposes of this Act, a company (the “lower company”) is, subject to subsection (5), a subsidiary of another (the “superior company”) if, but only if—

(a) the superior company—

(i) is a shareholder or member of it and controls the composition of its board of directors; or

(ii) holds more than half in nominal value of its equity share capital; or

(iii) holds more than half in nominal value of its shares carrying voting rights (other than voting rights which arise only in specified circumstances); or

(iv) holds a majority of the shareholders' or members' voting rights in the lower company; or

(v) is a shareholder or member of it and controls alone, pursuant to an agreement with other shareholders or members, a majority of the shareholders' or members' voting rights;

or

(b) the superior company has the right to exercise a dominant influence over it—

(i) by virtue of provisions contained in the lower company's constitution; or

(ii) by virtue of a control contract;

or

(c) the superior company has the power to exercise, or actually exercises, dominant influence or control over it; or

(d) the superior company and the lower company are managed by the superior company on a unified basis; or

(e) the lower company is a subsidiary (by virtue of the application of any of the provisions of this section) of any company which is the superior company's subsidiary (by virtue of such application).

(3) For the purposes of subsection (2)(a)(i), the composition of the lower company's board of directors shall be regarded as being controlled by the superior company if, but only if, the latter company, by the exercise of some power exercisable by it without the consent or concurrence of any other person, can appoint or remove the holders of all or a majority of the directorships.

(4) In applying subsection (3), the superior company shall be deemed to have power to appoint to a directorship in relation to which any of the following conditions is satisfied—

(a) that a person cannot be appointed to the directorship without the exercise in his or her favour by the superior company of such a power as is mentioned in that subsection; or

(b) that a person's appointment to the directorship follows necessarily from his or her appointment as director of the superior company.

(5) In determining whether the lower company is a subsidiary of the superior company—

(a) any shares held or power exercisable by the superior company in a fiduciary capacity shall be treated as not held or exercisable by it;

(b) subject to paragraphs (c) and (d), any shares held or power exercisable—

(i) by any person as a nominee for the superior company (except where the latter company is concerned only in a fiduciary capacity), or

(ii) by, or by a nominee for, a subsidiary of the superior company, not being a subsidiary which is concerned only in a fiduciary capacity,

shall be treated as held or exercisable by the superior company;

(c) any shares held or power exercisable by the superior company or a nominee for the superior company or a subsidiary of it shall be treated as not held or exercisable by the superior company where the shares are so held or the power is so exercisable by way of security but only if such power or the rights attaching to such shares are exercised in accordance with instructions received from the person providing the security;

(d) any shares held or power exercisable by the superior company or by a nominee for the superior company or a subsidiary of it shall be treated as not held or exercisable by the superior company if the ordinary business of the superior company or its subsidiary, as the case may be, includes the lending of money and the shares are so held or the power is so exercisable by way of security but only if such power or the rights attaching to such shares are exercised in the interests of the person providing the security.

(6) For the purposes of subsection (2)(a)(iv) and (v), the total of the voting rights of the shareholders or members in the lower company shall be reduced by the following—

(a) the voting rights attached to shares held by the lower company in itself; and

(b) the voting rights attached to shares held in the lower company by any of its subsidiaries; and

(c) the voting rights attached to shares held by a person acting in his or her own name but on behalf of the lower company or one of the lower company's own subsidiaries.

(7) For the purposes of subsection (2)(b), a company shall not be regarded as having the right to exercise a dominant influence over another company unless it has a right to give directions with respect to the operating and financial policies of that other company which its directors are obliged to comply with.

(8) In subsection (2)(b) “control contract” means a contract in writing conferring such a right as is there referred to which—

(a) is of a kind authorised by the constitution of the company in relation to which the right is exercisable; and

(b) is permitted by the law under which that company is established.

(9) Subsection (7) shall not be read as affecting the construction of the expression “actually exercises dominant influence” in subsection (2)(c).

(10) If a document created before the commencement of this section defines the expression “subsidiary” by reference to section 155 of the Act of 1963, then, for the avoidance of doubt, the construction provided in respect of that expression by the document is not affected by this section in the absence of an agreement to the contrary by the parties to the document.

(11) In this section—

“company” includes any body corporate;

“equity share capital” means, in relation to a company, its issued share capital excluding any part of it which, neither as respects dividends nor as respects capital, carries any right to participate beyond a specified amount in a distribution.

Definitions of “holding company”, “wholly owned subsidiary” and “group of companies”

8. (1) For the purposes of this Act, a company is another company's holding company if, but only if, that other is its subsidiary.

(2) For the purposes of this Act, a company is another company's wholly owned subsidiary if, but only if, the company has no members except—

(a) that other company; or

(b) companies that are wholly-owned subsidiaries (by virtue of the application of this subsection to them) of that other company; or

(c) nominees of any company referred to in paragraph (a) or (b); or

(d) a mixture of what is referred to in 2 or more of the foregoing paragraphs.

(3) For the purposes of this Act “group of companies” means a holding company and its one or more subsidiaries.

(4) If a document created before the commencement of this section defines the expression “holding company” by reference to section 155 of the Act of 1963, then, for the avoidance of doubt, the construction provided in respect of that expression by the document is not affected by this section in the absence of an agreement to the contrary by the parties to the document.

(5) In this section “company” has the same meaning as it has in section 7 .

Act structured to facilitate its use in relation to most common type of company

9. (1) Subject to subsections (3) and (4), all of the law in this Act in relation to private companies limited by shares is to be found in Parts 1 to 14 (or instruments under them) and Schedules 1 to 6 .

(2) Subject to subsection (3), all of the law in this Act in relation to other types of company is to be found amongst the provisions of—

(a) Parts 16 to 25 (or instruments under them) and Schedules 7 to 17 ; and

(b) Parts 1 to 14 (or instruments under them) and Schedules 1 to 6 as applied or adapted by Parts 16 to 25 .

(3) Part 15 (Functions of Registrar and of regulatory and advisory bodies) applies to both—

(a) private companies limited by shares; and

(b) other types of company,

as well as to certain undertakings to which the European Communities (Accounts) Regulations 1993 ( S.I. No. 396 of 1993 ), as amended, apply.

(4) Exceptionally, provisions either—

(a) of a miscellaneous nature arising out of the relationship between a private company limited by shares and another company type (such as provisions for re-registration); or

(b) which it would not otherwise be practicable to include in Parts 1 to 14 (such as provisions for a merger between a public limited company and a private company limited by shares), will be found in Parts 16 to 25 .

(5) References in Chapter 6 of Part 2 , however expressed, to this Part and Parts 2 to 15 having application to a private company limited by shares shall not be read as excluding the application to such a company of provisions of the kind mentioned in subsection (4).

Reference in Parts 2 to 14 to company to mean private company limited by shares

10. (1) Unless expressly provided otherwise, a reference in Parts 2 to 14 to a company is a reference to a private company limited by shares.

(2) For the avoidance of doubt, subsection (1) does not apply to the construction of—

(a) the expression “holding company”, where that expression is used without qualification, in Parts 2 to 14 ; or

(b) any related expression, where used without qualification, in those Parts.

Construction of references to directors, board of directors and interpretation of certain other plural forms

11. (1) References in this Act to the directors of a company shall, where the company has a sole director, be read as references to the director of the company.

(2) References in this Act to the board of directors of a company shall, where the company has a sole director, be read as references to the director of the company.

(3) References in this Act to the members of a company, or the subscribers to a company's constitution, shall, where the company has a sole member or where there is a single subscriber to its constitution, be read as references to the member of the company or the subscriber to its constitution, as the case may be.

(4) This section is in addition to, and does not derogate from, any special provision in this Act as to the construction of the expression “director” or “member” in a particular case.

(5) This section is without prejudice to the generality of section 18 (a) of the Interpretation Act 2005 .

Regulations and orders

12. (1) Subject to subsection (2), the Minister may make regulations prescribing anything referred to in this Act as prescribed or to be prescribed.

(2) Subsection (1) does not apply to anything that Part 11 or 15 provides is to be prescribed by another authority.

(3) Every regulation made by the Minister under this Act (other than a regulation referred to in section 946 , 1313 or 1321 ) or order made by the Minister under this Act (other than an order under section 1 (2) or 16 (1)) shall be laid before each House of the Oireachtas as soon as may be after it is made and, if a resolution annulling the regulation or order is passed by either such House within the next 21 days on which that House has sat after the regulation or order is laid before it, the regulation or order shall be annulled accordingly but without prejudice to the validity of anything previously done thereunder.

Authentication of certain official documents

13. Any approval, sanction, direction or licence or revocation of licence which, under this Act, may be given or made by the Minister may be signed by any person authorised in that behalf by the Minister.

Expenses

14. The expenses incurred by the Minister in the administration of this Act shall, to such extent as may be sanctioned by the Minister for Public Expenditure and Reform, be paid out of moneys provided by the Oireachtas.

PART 2

INCORPORATION AND REGISTRATION

CHAPTER 1

Preliminary

Definitions (Part 2)

15. In this Part—

“activity” means any activity that a company may be lawfully formed to carry on and includes the holding, acquisition or disposal of property of whatsoever kind;

“existing private company” means a private company limited by shares which—

(a) was incorporated under any former enactment relating to companies (within the meaning of section 5 ); and

(b) is in existence at the commencement of this section,

but does not include such a company where, subsequent to that commencement, it re-registers as another type of company;

“registered person” shall be read in accordance with section 39 (2);

“relevant classification system” means NACE Rev. 2, that is to say, the common basis for statistical classifications of economic activities within the European Community set out in the Annex to Council Regulation (EEC) No. 3037/90 of 9 October 1990 on the statistical classification of economic activities in the European Community, as amended for the time being;

“transition period” means the period expiring 18 months after the commencement of this section.

Extension of transition period in the event of difficulties

16. (1) If, in any respect, any difficulties arise in the operation of the provisions of the Act which, in the opinion of the Minister, necessitate the giving of more time for affected or interested parties to undertake any necessary actions or procedures in the period provided for in the definition of “transition period” in section 15 , the Minister may by order substitute a longer period (but not a period of longer than 30 months) for the period mentioned in that definition.

(2) Where it is proposed to make an order under this section, a draft of the order shall be laid before each House of the Oireachtas and the order shall not be made unless a resolution approving of the draft has been passed by each such House.

CHAPTER 2

Incorporation and consequential matters

Way of forming private company limited by shares

17. (1) A company may be formed for any lawful purpose by any person or persons subscribing to a constitution and complying with the requirements of this Part as to registration of a company.

(2) The liability of a member of a company at any time shall be limited to the amount, if any, unpaid on the shares registered in the member's name at that time.

(3) Subsection (2) is without prejudice to any other liability to which a member may be subject as provided by this Act.

(4) The number of members of a company shall not exceed 149 but, in reckoning that limit, there shall be disregarded any of the following persons.

(5) Those persons are—

(a) a person in the employment of the company who is a member of it;

(b) a person who, having been formerly in the employment of the company, was, while in that employment, and has continued after the termination of the employment to be, a member of it.

(6) Where 2 or more persons hold one or more shares in a company jointly, they shall, for the purposes of this section, be treated as a single member.

(7) Any registration of a person as a member of a company in excess of the limit provided by subsection (4) shall be void.

Company to carry on activity in the State and prohibition of certain activities

18. (1) A company shall not be formed or registered unless it appears to the Registrar that the company, when registered, will carry on an activity in the State.

(2) A company shall not carry on the activity of a credit institution or an insurance undertaking.

Form of the constitution

19. (1) The constitution of a company shall state—

(a) the company's name;

(b) that it is a private company limited by shares registered under this Part;

(c) that the liability of its members is limited;

(d) as respects its share capital, either—

(i) the amount of share capital with which it proposes to be registered (“its authorised share capital”), and the division of that capital into shares of a fixed amount specified in the constitution, or

(ii) without stating such amount, that the share capital of the company shall, at the time of its registration, stand divided into shares of a fixed amount specified in the constitution;

(e) the number of shares (which shall not be less than one) taken by each subscriber to the constitution; and

(f) if the company adopts supplemental regulations, those regulations.

(2) The constitution shall—

(a) be in a form in accordance with the form set out in Schedule 1 or as near to it as circumstances permit;

(b) be divided into paragraphs numbered consecutively; and

(c) either—

(i) be signed by each subscriber in the presence of at least one witness who shall attest the signature; or

(ii) be authenticated in the manner referred to in section 888 .

(3) Where, subsequent to its registration, an amendment of the constitution is made affecting the matter of share capital, or another matter, referred to in subsection (1), that subsection shall be read as requiring the constitution to state the matter as it stands in consequence of that amendment.

Restriction on amendment of constitution

20. A company may not amend the provisions contained in its constitution except in the cases, in the manner and to the extent for which express provision is made in this Act.

Registration of constitution

21. (1) The constitution of a company shall be delivered for registration to the Registrar together with—

(a) the statement and consent referred to in section 22 ; and

(b) the declaration referred to in section 24 , and, where appropriate—

(i) the bond referred to in section 22 (6);

(ii) the statement referred to in section 23 .

(2) The Registrar shall not register a constitution delivered for registration under this section unless he or she is satisfied that all the requirements of this Act in respect of registration and of matters precedent and incidental thereto have been complied with.

Statement to be delivered with constitution

22. (1) In this section—

(a) a reference to a statement is to the statement required to be delivered by section 21 (1)(a); and

(b) a reference to a company is to the company to which such statement relates.

(2) The statement shall be in the prescribed form and shall state:

(a) the name of each of the persons who are to be the first directors of the company;

(b) the name of the person who is, or of each of the persons who are, to be the first secretary or joint secretaries of the company;

(c) the name of the person (if any) who is, or of each of the persons (if any) who are, to be the first assistant or deputy secretary or secretaries of the company;

(d) the address of the company's registered office; and

(e) the place (whether in the State or not) where the central administration of the company will normally be carried on,

and the particulars (in relation to any foregoing person) specified in subsection (3) and any other particulars that may be prescribed in relation to such a person or in relation to any other foregoing matter.

(3) The particulars referred to in subsection (2) are—

(a) in relation to a person named as director of the company concerned, all particulars which are, in relation to a director, required pursuant to subsection (2) of section 149 to be contained in the register kept under that section;

(b) in relation to a person named as secretary, or as one of the joint secretaries, all particulars which are, in relation to the secretary or to each joint secretary, required pursuant to subsection (5) of section 149 to be contained in the register kept under that section; and

(c) in relation to a person named as assistant or deputy secretary, all particulars which are, in relation to an assistant or deputy secretary, required pursuant to subsection (7) of section 149 to be contained in the register kept under that section.

(4) Where the constitution is delivered, pursuant to section 21 , to the Registrar by a person (the “agent”) as agent for the person or persons who have subscribed to the constitution, the statement shall so specify and shall specify the name and address of the agent.

(5) Subsections (2) and (3) are without prejudice to subsection (7).

(6) Where no person referred to in subsection (2)(a) is resident in an EEA state, there shall be delivered for registration a bond as provided by section 137 (2).

(7) In respect of the activity, or one of the activities, to be carried on by the company in the State, the statement shall contain the following particulars:

(a) if it appears to the person making the statement that the activity belongs to a division, group and class appearing in the relevant classification system—

(i) the general nature of the activity; and

(ii) the division, group and class in that system to which the activity belongs;

(b) if it appears to that person that the activity does not belong to any such division, group and class, a precise description of the activity;

(c) the place or places in the State where it is proposed to carry on the activity.

(8) For the purposes of subsection (7), if the purpose or one of the purposes for which the company is being formed is the carrying on of 2 or more activities in the State, the particulars in respect of the matters referred to in paragraphs (a) to (c) of that subsection to be given in the statement shall be the particulars that relate to whichever of those activities the person making the statement considers to be the principal activity for which the company is being formed to carry on in the State.

(9) The statement shall—

(a) be signed by or on behalf of each subscriber to the constitution of the company or be authenticated in the manner referred to in section 888 ; and

(b) be accompanied by a consent that is either—

(i) signed by each of the persons named in the statement as a director, secretary or joint secretary or assistant or deputy secretary to act in that capacity, or

(ii) authenticated in the manner referred to in section 888 .

(10) Section 223 (3), in the case of a director, and section 226 (5), in the case of a secretary, requires the inclusion of a particular statement in a foregoing consent by him or her.

Additional statement to be furnished in certain circumstances

23. (1) If any person named in the statement to be delivered under section 21 (1)(a) as a director of the company concerned is a person who is disqualified under the law of another state (whether pursuant to an order of a judge or a tribunal or otherwise) from being appointed or acting as a director or secretary of a body corporate or an undertaking, that person has the following obligation.

(2) That obligation is to ensure that the foregoing statement is accompanied by (but as a separate document from that statement) a statement in the prescribed form signed by him or her, or authenticated in the manner referred to in section 888 , specifying—

(a) the jurisdiction in which he or she is so disqualified;

(b) the date on which he or she became so disqualified; and

(c) the period for which he or she is so disqualified.

Declaration to be made to Registrar

24. (1) In this section—

(a) a reference to a declaration is to the declaration required to be delivered by section 21 (1)(b); and

(b) a reference to a company is to the company to which such declaration relates.

(2) The declaration shall state that—

(a) all the requirements in respect of registration of the company and of matters precedent and incidental thereto have been complied with;

(b) the purpose, or one of the purposes, for which the company is being formed is the carrying on by it of an activity in the State; and

(c) the particulars contained in the statement delivered under section 21 (1)(a) are correct.

(3) The declaration shall be made by—

(a) one of the persons named in the statement delivered under section 21 (1)(a) as directors of the company;

(b) the person or, as the case may be, one of the persons named in that statement as secretary or joint secretaries of the company; or

(c) the solicitor, if any, engaged in the formation of the company.

(4) The Registrar may accept the declaration as sufficient evidence that all the requirements in respect of registration of the company and of matters precedent and incidental thereto have been complied with and, in particular, that there have been complied with—

(a) the requirements mentioned in section 22 and, where appropriate, section 23 ; and

(b) the requirement mentioned in section 18 .

Effect of registration

25. (1) On the registration of the constitution of a company, the Registrar shall certify in writing that the company is incorporated and shall issue to the company a certificate of incorporation in respect of it.

(2) From the date of incorporation mentioned in the certificate of incorporation, the subscriber or subscribers to the constitution, together with such other persons as may from time to time become members of the company, shall be a body corporate with the name contained in the constitution, having perpetual succession and a common seal.

(3) The certificate of incorporation issued under subsection (1) shall state that the company is a private company limited by shares.

(4) A certificate of incorporation issued under subsection (1) shall be conclusive evidence that the requirements of section 21 have been complied with, and that the company is duly registered under this Act.

(5) The persons who are specified in the statement required to be delivered to the Registrar by section 21 (1)(a) as the director or directors, secretary or joint secretaries or assistant or deputy secretary or secretaries of the company to which the statement refers shall, on the incorporation of the company, be deemed to have been appointed as the first director or directors, secretary or joint secretaries or assistant or deputy secretary or secretaries, as the case may be, of the company.

(6) Any indication in the constitution, as delivered under section 21 for registration, specifying a person as a director or secretary (including any assistant or deputy secretary) of a company shall be void unless such person is specified as a director or as secretary (or, as the case may be, assistant or deputy secretary) in the foregoing statement.

(7) Subsection (5) does not operate to deem a person appointed as a director or secretary (including any assistant or deputy secretary) of a company where—

(a) he or she is disqualified under this Act from being appointed a director, secretary, assistant or deputy secretary, as the case may be, of a company; or

(b) in the case of a director or secretary, a provision of this Act provides that the person's appointment as such in the circumstances is void.

Provisions as to names of companies

26. (1) The name of a company shall end with one of the following:

— limited;

— teoranta.

(2) The word “limited” may be abbreviated to “ltd.” (including that abbreviation in capitalised form) in any usage after the company's registration by any person including the company.

(3) The word “teoranta” may be abbreviated to “teo.” (including that abbreviation in capitalised form) in any usage after the company's registration by any person including the company.

(4) A company carrying on business under a name other than its corporate name shall register in the manner directed by law for the registration of business names but the use of the abbreviation set out in subsection (2) or (3) shall not of itself render such registration necessary.

(5) No company shall be registered on—

(a) its incorporation; or

(b) should such occur, its re-registration, merger or division,

by a name which, in the opinion of the Registrar, is undesirable.

(6) An appeal shall lie to the court against a refusal by the Registrar to register a company (in any of the circumstances referred to in paragraph (a) or (b) of subsection (5)) on the ground there referred to.

Trading under a misleading name

27. (1) Neither a body that is not a company nor an individual shall carry on any trade, profession or business under a name which includes, as its last part, the word “limited” or the words “company limited by shares” or any abbreviations of any of the foregoing words.

(2) If a body or individual contravenes subsection (1), the body or individual and, in the case of a body, any officer of it who is in default, shall be guilty of a category 3 offence.

(3) Subsection (1) as it relates to the use of the word “limited”, or any abbreviation of that word, shall not apply to a society registered under the Industrial and Provident Societies Acts 1893 to 2014.

(4) A company shall not, in the following circumstances, use a name which may reasonably be expected to give the impression that it is any type of company other than a private company limited by shares or that it is any other form of body corporate.

(5) Those circumstances are circumstances in which the fact that it is a private company limited by shares is likely to be material to any person.

(6) If a company contravenes subsection (4), the company and any officer of it who is in default shall be guilty of a category 3 offence.

(7) Subsection (1) shall not apply to any company—

(a) to which Part 21 applies, and

(b) which has provisions in its constitution that would entitle it to rank as a private company limited by shares (whether under this Part or Part 16 ) if it had been registered in the State.

Reservation of a company name

28. (1) In this section—

“reserved” means reserved under subsection (4) for the particular purpose mentioned in subsection (2);

“specified period” means the period specified in the relevant notification made by the Registrar under subsection (5).

(2) A person may apply to the Registrar to reserve a specified name for either of the following purposes, namely—

(a) the purpose of a company that is proposed to be formed by that person being incorporated with that name;

(b) the purpose of a company changing its name to that name,

and, in either such case, such an application shall be accompanied by the prescribed fee.

(3) In subsection (2), “person” means, for the purposes of paragraph (b) of it, the company referred to in that paragraph.

(4) On the making of such an application, the Registrar may, subject to subsection (7), determine that the name specified in the application shall be reserved for the particular purpose mentioned in subsection (2).

(5) That determination shall be notified to the applicant by the Registrar and that notification shall specify the period for which the name is reserved.

(6) The specified period shall not be greater than 28 days and shall be expressed to begin on the making of the notification.

(7) A name shall not be reserved that, in the opinion of the Registrar, is undesirable.

(8) A person in whose favour a name has been reserved may, before the expiry of the specified period, apply to the Registrar for an extension of the specified period; such an application shall be accompanied by the prescribed fee.

(9) On the making of such an application, the Registrar may, if he or she considers it appropriate to do so, extend the specified period for such number of days (not exceeding 28 days) as the Registrar determines and specifies in a notification of the determination to the applicant.

Effect of reservation of name

29. (1) During the specified period and any extension under section 28 (9) of that period, a company shall neither—

(a) be incorporated with a particular reserved name save on application of the person in whose favour that name has been reserved; nor

(b) be incorporated with a name that, in the opinion of the Registrar, is too like a particular reserved name.

(2) During the specified period and any extension under section 28 (9) of that period, a company shall neither—

(a) change its name to a particular reserved name (unless it is the company in whose favour the name has been reserved); nor

(b) change its name to a name that, in the opinion of the Registrar, is too like a particular reserved name.

(3) If an application for the incorporation of a company with a name that has been reserved under section 28 is received by the Registrar during the specified period (or any extension of it granted under section 28 (9)) from the person in whose favour the name has been so reserved, the fee payable to the Registrar in respect of that incorporation shall be reduced by an amount equal to the amount of the fee paid under section 28 (2) in respect of the reservation of that name.

(4) In this section “reserved” and “specified period” have the same meaning as they have in section 28 .

Change of name

30. (1) A company may, by special resolution and with the approval of the Registrar, signified in writing, change its name.

(2) Subsection (3) applies if, through inadvertence or otherwise, a company is registered by a name (whether on its first registration, or on its registration by a new name) which, in the opinion of the Registrar, is too like the name by which a company in existence is already registered.

(3) Where this subsection applies the first-mentioned company in subsection (2)—

(a) with the approval of the Registrar — may change its name; or

(b) if, within 6 months after the date of its being registered by the first-mentioned name in subsection (2), the Registrar directs it to do so — shall change its name.

(4) A direction under subsection (3)(b) shall be complied with within a period of 6 weeks after the date of its being given or such longer period as the Registrar may think fit to allow.

(5) Where a company changes its name under this section, the Registrar shall enter the new name in the register in place of the former name, and shall issue a certificate of incorporation altered to meet the circumstances of the case.

(6) A change of name by a company under this section shall not affect any rights or obligations of the company, or render defective any legal proceedings by or against the company, and any legal proceedings which might have been continued or commenced against it by its former name may be continued or commenced against it by its new name.

(7) A company which was registered by a name specified by statute, may, notwithstanding anything contained in that statute, change its name in accordance with subsection (1), but, if the Registrar is of the opinion that any Minister of the Government is concerned in the administration of the statute which specified the name of the company, the Registrar shall not approve of the change of name save after consultation with that Minister of the Government.

(8) If a company fails to comply with a direction under subsection (3)(b) within the period provided under subsection (4), the company and any officer of it who is in default shall be guilty of a category 4 offence.

Effect of constitution

31. (1) Subject to the provisions of this Act, the constitution shall, when registered, bind the company and the members of it to the same extent as if it had been signed and sealed by each member, and contained covenants by the company and each member to observe all the provisions of the constitution and any provision of this Act as to the governance of the company.

(2) For the avoidance of doubt, in subsection (1) the reference to any provision of this Act as to the governance of the company includes a reference to any provision of this Act that commences with words to the effect that the provision applies save where the company's constitution provides otherwise or otherwise contains a qualification on the provision's application by reference to the company's constitution.

(3) All money payable by any member to the company under the constitution shall be a debt due from him or her to the company.

(4) An action to recover a debt created by this section shall not be brought after the expiration of 12 years after the date on which the cause of action accrued.

Amendment of constitution by special resolution

32. (1) Subject to the provisions of this Act, a company may by special resolution amend its constitution.

(2) Any amendment so made of the constitution shall, subject to the provisions of this Act, be as valid as if originally contained therein, and be subject in like manner to amendment by special resolution.

(3) Where any amendment is made to a company's constitution notice of which section 33 requires to be published as therein mentioned, the company shall deliver to the Registrar, in addition to the amendment, a copy of the text of the constitution as so amended.

(4) Subject to subsection (5), and notwithstanding anything in the constitution of a company, no member of the company shall be bound by an amendment made to the constitution after the date on which he or she became a member, if and so far as the amendment—

(a) requires him or her to take or subscribe for more shares than the number held by him or her at the date on which the amendment is made, or

(b) in any way increases his or her liability as at the date referred to in paragraph (a) to—

(i) contribute to the share capital of the company, or

(ii) otherwise pay money to the company.

(5) Subsection (4) shall not apply in any case where the member agrees in writing, either before or after the amendment is made, to be bound by the amendment.

Publication of notices

33. (1) The Registrar shall publish in the CRO Gazette notice of the delivery to or the issue by the Registrar of the following documents and particulars—

(a) any certificate of incorporation of the company;

(b) the constitution of the company;

(c) any document making or evidencing an amendment of its constitution;

(d) every amended text of its constitution;

(e) any return relating to its register of directors or notification of a change among its directors;

(f) any return relating to the persons, other than the board of directors, authorised to enter into transactions binding the company, or notification of a change among such persons;

(g) its annual return and the financial statements that are required to be published in accordance with Part 6 ;

(h) any notice of the situation of its registered office, or of any change therein;

(i) any copy of a winding up order in respect of the company;

(j) any copy of an order for the dissolution of the company on a winding up;

(k) any return by the liquidator of the final meeting of the company on a winding up;

(l) any notice of the appointment of a liquidator in a voluntary winding up of the company.

(2) The publication referred to in subsection (1) shall occur within 10 days after the date of the relevant delivery or issue.

Language of documents filed with Registrar

34. (1) Without prejudice to any other provisions on the language of documents, any document delivered to the Registrar shall be in the Irish or English language.

(2) A translation of any such document may be delivered to the Registrar in any official language of the European Union.

(3) Every translation referred to in subsection (2) shall be certified, in a manner approved by the Registrar, to be a correct translation.

(4) In any case of a discrepancy between a document delivered as mentioned in subsection (1) and a translation of it delivered pursuant to subsection (2), the latter may not be relied upon by the company against a third party. A third party may, nevertheless, rely on that translation against the company, unless the company proves that the third party had knowledge of the document delivered as mentioned in subsection (1).

(5) In subsection (4), “third party” means a person other than the company or a member, officer or employee of it.

Authorisation of an electronic filing agent

35. (1) A company may authorise a person (who shall be known and is in this Act referred to as an “electronic filing agent”) to do the following acts on its behalf.

(2) Those acts are—

(a) the electronic signing of documents that are required or authorised, by or under this Act or any other enactment, to be delivered by the company to the Registrar; and

(b) the delivery to the Registrar, by electronic means, of those documents so signed.

(3) The authorisation of a firm (not being a body corporate) by its firm name to do the foregoing acts on behalf of a company shall operate to authorise the following persons to do those acts on the company's behalf, namely those persons who are from time to time during the currency of the authorisation the partners in that firm as from time to time constituted.

(4) Subject to the following conditions being satisfied, an act of the foregoing kind done by such an agent on behalf of a company pursuant to an authorisation by the company under this section that is in force shall be as valid in law as if it had been done by the company (and the requirements of this Act or the other enactment concerned with respect to the doing of the act have otherwise been complied with (such as with regard to the period within which the act is to be done)).

(5) The conditions mentioned in subsection (4) are—

(a) that prior to the first instance of the electronic filing agent's doing of an act of the kind referred to in subsection (2), pursuant to an authorisation by the company concerned under this section, the authorisation of the agent has been notified by the company to the Registrar in the prescribed form; and

(b) the doing of the act complies with any requirements of the Registrar of the kind referred to in sections 12 (2)(b) and 13 (2)(a) of the Electronic Commerce Act 2000 .

(6) It shall be the joint responsibility of a company and the electronic filing agent authorised by it under this section to manage the control of the documents referred to in subsection (2).

(7) An electronic filing agent shall not, by virtue of his or her authorisation under this section to act as such, be regarded as an officer or servant of the company concerned for the purposes of Regulation 71(4) or (5) of the European Communities (Statutory Audits) (Directive 2006/43/EC) Regulations 2010 ( S.I. No. 220 of 2010 ).

Revocation of the authorisation of an electronic filing agent

36. (1) A company may revoke an authorisation by it under section 35 of an electronic filing agent.

(2) Such a revocation by a company shall be notified by it, in the prescribed form, to the Registrar.

(3) Unless and until the revocation is so notified to the Registrar, the authorisation concerned shall be deemed to subsist and, accordingly, to be still in force for the purposes of section 35 (4).

(4) If a revocation, in accordance with this section, of an authorisation under section 35 constitutes a breach of contract or otherwise gives rise to a liability being incurred—

(a) the fact that it constitutes such a breach or otherwise gives rise to a liability being incurred does not affect the validity of the revocation for the purposes of section 35 ; and

(b) the fact of the revocation being so valid does not remove or otherwise affect any cause of action in respect of that breach or the incurring of that liability.

Copies of constitution to be given to members

37. (1) A company shall, on being so requested by any member, send to him or her a copy of its constitution—

(a) free of charge, and

(b) in the event of a second or subsequent such request by the member (the first request by him or her having been complied with) on payment to it of €5.00.

(2) Where an amendment is made of the constitution of a company, every copy of the constitution issued after the date of the amendment shall be in accordance with the amendment.

(3) If a company contravenes this section, the company and any officer of it who is in default shall be guilty of a category 4 offence.

CHAPTER 3

Corporate capacity and authority

Capacity of private company limited by shares

38. (1) Subject to subsection (2), notwithstanding anything contained in its constitution a company shall have, whether acting inside or outside of the State—

(a) full and unlimited capacity to carry on and undertake any business or activity, do any act or enter into any transaction; and

(b) for the purposes of paragraph (a), full rights, powers and privileges.

(2) Nothing in subsection (1) shall relieve a company from any duty or obligation under any enactment or the general law.

Registered person

39. (1) Where the board of directors of a company authorises any person as being a person entitled to bind the company (not being an entitlement to bind that is, expressly or impliedly, restricted to a particular transaction or class of transactions), the company may notify the Registrar in the prescribed form of the authorisation and the Registrar shall register the authorisation.

(2) A person so authorised, where his or her authorisation is registered in the foregoing manner, is referred to in this Act as a “registered person”; where, in a provision of this Act, that expression appears without qualification, it shall be taken as a reference to a registered person authorised by the board of the directors of the company to which the provision falls to be applied.

(3) Where the board of directors of a company revokes an authorisation of a person as a person entitled to bind the company (being an authorisation notified to the Registrar in the prescribed form), the person shall, notwithstanding that revocation, continue to be regarded for the purposes of this Act as a registered person unless and until the company notifies the Registrar in the prescribed form of that revocation.

(4) References in this section to a person's entitlement to bind the company are references to his or her authority to exercise any power of the company and to authorise others to do so.

(5) In subsection (4) “power of the company” does not include—

(a) any power of management of the company exercisable by its board of directors (as distinct from any power of the board to enter into transactions with third parties), or

(b) a power of the company which this Act requires to be exercised otherwise than by its board of directors.

(6) For the avoidance of doubt, for the purposes of this section the provisions of a company's constitution with regard to a person's office or powers shall not, in themselves, be taken as an authorisation by the board of the directors of the company of the person as a person entitled to bind the company.

Persons authorised to bind company

40. (1) For the purposes of any question whether a transaction fails to bind a company because of an alleged lack of authority on the part of the person who exercised (or purported to exercise) the company's powers, the following, namely—

(a) the board of directors of the company; and

(b) any registered person,

shall each be deemed to have authority to exercise any power of the company and to authorise others to do so.

(2) Subsection (1) applies regardless of any limitations in the company's constitution on the board's authority or a registered person's authority, but subject to subsections (5) and (8).

(3) Subsection (1) is not to be read as preventing the exercise of a company's powers otherwise than by the board, a registered person or a person authorised by the board or by a registered person, where authority for that exercise exists.

(4) Subsection (1) does not affect—

(a) a director's duties (including a director's duty to observe any limitations in the company's constitution on the board's authority), or his or her liability in respect of any breach of those duties; or

(b) any duty arising on the part of any other person concerned in the transaction (including the registered person) or his or her liability in respect of any breach of that duty.

(5) Where a company is purportedly a party to a transaction—

(a) in connection with which the board of directors exceeded limitations in the company's constitution on their authority; and

(b) to which a person referred to in subsection (6) is also a party,

subsection (1) does not apply in favour of the person so referred to.

(6) Each of the following is a person mentioned in subsection (5)(b):

(a) a director or shadow director of the company or of its holding company;

(b) a person connected with such a director;

(c) a registered person;

(d) a person connected with a registered person,

and in this subsection references to a person's being connected with—

(i) a director or shadow director are to be read in accordance with section 220 ; or

(ii) a registered person are to be read in accordance with section 220 as that section is applied by subsection (7).

(7) For the purpose of subsection (6)(ii), section 220 applies as if—

(a) for each reference in subsections (1), (2), (3) and (8) to a director of a company there were substituted a reference to the registered person;

(b) for the first reference and the third reference in subsection (5) to a director of a company there were substituted a reference to the registered person;

(c) the references in subsection (5) to another director or directors included references to one or more other registered persons; and

(d) the reference in subsection (6)(b) to a director included a reference to a registered person.

(8) In subsection (1) “power of the company” does not include—

(a) with reference to any registered person, the power of management referred to in section 39 (5)(a), and

(b) with reference to the board of directors or any registered person, the power referred to in section 39 (5)(b).

(9) Without prejudice to subsection (1), in determining any question whether a person had ostensible authority to exercise any of a company's powers in a given case, no reference may be made to the company's constitution.

(10) In this section a reference—

(a) to limitations in a company's constitution includes a reference to limitations deriving from—

(i) a resolution of the company or of any class of its members; or

(ii) any agreement between the members of the company or of any class of its members;

(b) to a transaction includes a reference to any act or omission.

(11) This section is in addition to, and not in substitution for, the Rule in Royal British Bank v. Turquand.

Powers of attorney

41. (1) Notwithstanding anything in its constitution, a company may empower any person, either generally or in respect of any specified matters, as its attorney, to execute deeds or do any other matter on its behalf in any place whether inside or outside the State.

(2) A deed signed by such attorney on behalf of the company shall bind the company and have the same effect as if it were under its common seal.

CHAPTER 4

Contracts and other transactions

Form of contracts

42. (1) Contracts on behalf of a company may be made as follows—

(a) a contract which, if made between natural persons, would be by law required to be in writing and to be under seal, may be made on behalf of the company in writing under the common seal of the company;

(b) a contract which, if made between natural persons, would be by law required to be in writing, signed by the parties to be charged therewith, may be made on behalf of the company in writing, signed by any person acting under its authority, express or implied;

(c) a contract which, if made between natural persons, would by law be valid although made by parol only, and not reduced into writing may be made by parol on behalf of the company by any person acting under its authority, express or implied.

(2) A contract made according to this section shall bind the company and its successors and all other parties to it.

(3) A contract made according to this section may be varied or discharged in the same manner in which it is authorised by this section to be made.

The common seal

43. (1) A company shall have a common seal or seals that shall state the company's name, engraved in legible characters.

(2) Save as otherwise provided by this Act or by the constitution of the company—

(a) a company's seal shall be used only by the authority of its directors, or of a committee of its directors authorised by its directors in that behalf; and

(b) any instrument to which a company's seal shall be affixed shall be—

(i) signed by a director of it or by some other person appointed for the purpose by its directors or by a foregoing committee of them; and

(ii) be countersigned by the secretary or by a second (if any) director of it or by some other person appointed for the purpose by its directors or by a foregoing committee of them.

(3) Save as otherwise provided by the constitution of the company, if there be a registered person in relation to a company, the company's seal may be used by such person and any instrument to which the company's seal shall be affixed when it is used by the registered person shall be signed by that person and countersigned—

(a) by the secretary or a director of the company; or

(b) by some other person appointed for the purpose by its directors or a committee of its directors authorised by its directors in that behalf.

Power for company to have official seal for use abroad

44. (1) In this section—

“official seal”, in relation to a company, means the official seal referred to in subsection (2);

“place abroad” means any territory, district or place not situate in the State.

(2) A company may, if authorised by its constitution, have for use in any place abroad an official seal which shall resemble the common seal of the company with the addition on its face of the name of every place abroad where it is to be used.

(3) A deed or other document to which an official seal is duly affixed shall bind the company as if it had been sealed with the common seal of the company.

(4) A company having an official seal for use in any place abroad may, by writing under its common seal, authorise any person appointed for the purpose in that place (the “agent”) to affix the official seal to any deed or other document to which the company is party in that place.

(5) The authority of the agent shall, as between the company and any person dealing with the agent, continue during the period, if any, mentioned in the instrument conferring the authority, or, if no period is there mentioned, then until the notice of revocation or determination of the agent's authority has been given to the person dealing with him or her.

(6) The person affixing an official seal shall, by writing under his or her hand, certify on the deed or other instrument to which the seal is affixed, the date on which and the place at which it is affixed.

Pre-incorporation contracts

45. (1) Any contract or other transaction (including any application to any lawful authority) purporting to be entered into by a company prior to its formation, or by any person on behalf of the company prior to its formation, may be ratified by the company after its formation.

(2) Upon such contract or other transaction being so ratified, the company shall become bound by it and entitled to the benefit of it as if the company had been in existence at the date of such contract or other transaction and had been a party to it.

(3) Prior to such ratification (if any) by the company, the person or persons who purported to act in the name or on behalf of the company shall, in the absence of express agreement to the contrary, be personally bound by the contract or other transaction and entitled to the benefit of it.

Bills of exchange and promissory notes

46. A bill of exchange or promissory note shall be deemed to have been made, accepted or endorsed on behalf of a company, if made, accepted or endorsed in the name of or by or on behalf or on account of, the company by a person acting under its authority.

Liability for use of incorrect company name

47. (1) If an officer of a company or any person on its behalf does any of the following things, the officer or person shall be guilty of a category 4 offence.

(2) Those things are:

(a) uses or authorises the use of any seal purporting to be a seal of the company on which its name is not engraved in legible characters;

(b) issues or authorises the issue of any business letter of the company or any notice or other official publication of the company, or signs or authorises to be signed on behalf of the company any bill of exchange, promissory note, endorsement, cheque or order for money or goods, in which its name is not mentioned in the manner described in section 49 ;

(c) issues or authorises the issue of any invoice, receipt or letter of credit of the company in which its name is not mentioned in the manner described in section 49 .

(3) In the circumstances of his or her doing a relevant thing mentioned in subsection (2) (b), the officer or other person shall be personally liable to the holder of the bill of exchange, promissory note, cheque or order for money or goods for the amount thereof unless—

(a) it is duly paid by the company; or

(b) it appears to the court that no injustice will be done by imposing liability for the amount on the company.

Authentication by company of documents

48. A document or proceeding requiring authentication by a company may be signed by a director, secretary, registered person or other authorised officer of the company, and need not be under its common seal.

CHAPTER 5

Company name, registered office and service of documents

Publication of name by company

49. (1) A company—

(a) shall display its name in a conspicuous position, in letters easily legible, outside every office or place in which its business is carried on and at its registered office; and

(b) shall have its name mentioned in legible characters in each of the following:

(i) all notices and other official publications of the company;

(ii) all bills of exchange, promissory notes, endorsements, cheques and orders for money or goods purporting to be signed by or on behalf of the company;

(iii) all invoices, receipts and letters of credit of the company.

(2) If a company contravenes subsection (1)(a) or (b), the company and any officer of it who is in default shall be guilty of a category 4 offence.

(3) The use of the abbreviation “ltd” instead of “limited” or “teo” instead of “teoranta” shall not be regarded as constituting a contravention of this section.

(4) This section is without prejudice to section 151 .

Registered office of company

50. (1) A company shall, at all times, have a registered office in the State to which all communications and notices may be addressed.

(2) Particulars of the situation of the company's registered office shall be specified in the statement delivered pursuant to section 21 (1)(a) prior to the incorporation of the company.

(3) Notice of any change in the situation of the registered office of a company shall be given in the prescribed form, within 14 days after the date of the change, to the Registrar who shall record that change.

(4) A company's registered office may be constituted by a statement (contained in the statement or notice referred to in subsection (2) or (3)) to the effect that the office is care of a specified agent, being a company formed and registered under this Act, or an existing company, and which is approved for this purpose by the Registrar; where a registered office is constituted by those means, references in this Act to the situation of the company's registered office shall be read accordingly.

(5) The notification to the Registrar by the agent approved for that purpose of any change in the situation of the agent's registered office shall, if made in the form prescribed for the purpose of subsection (3) and within the period there mentioned, be regarded as constituting compliance by the company concerned with subsection (3).

(6) If default is made in complying with this section, the company concerned and any officer of it who is in default shall be guilty of a category 4 offence.

Service of documents

51. (1) A document may be served on a company—

(a) by leaving it at or sending it by post to the registered office of the company; or

(b) if the company has not given notice to the Registrar of the situation of its registered office, by delivering it to the Registrar.

(2) For the purposes of this section, any document left at or sent by post to the place for the time being recorded by the Registrar as the situation of the registered office of a company shall be deemed to have been left at or sent by post to the registered office of the company notwithstanding that the situation of its registered office may have changed.

(3) It shall be the duty of the Registrar to enter on the register a document that has, by the means referred to in subsection (1)(b), been served on a company.

Security for costs

52. Where a company is plaintiff in any action or other legal proceeding, any judge having jurisdiction in the matter, may, if it appears by credible testimony that there is reason to believe that the company will be unable to pay the costs of the defendant if successful in his or her defence, require security to be given for those costs and may stay all proceedings until the security is given.

Enforcement of orders and judgments against companies and their officers

53. (1) Any judgment or order against a company wilfully disobeyed may, by leave of the court, be enforced by—

(a) sequestration against the property of the company,

(b) attachment against the directors or other officers of the company, or

(c) sequestration against the property of such directors or other officers.

(2) An application may not be made, in the foregoing circumstances, for attachment against directors or other officers or for sequestration against their property unless the judgment or order of the court to which the application relates has contained a statement indicating the liability of such persons or of their property to attachment or sequestration, as the case may be, should the judgment or order be disobeyed by the company.

(3) In this section “attachment” and “sequestration” have the same meaning as they have in rules of court concerning the jurisdiction of the High Court and the Supreme Court.

CHAPTER 6

Conversion of existing private company to private company limited by shares to which Parts 1 to 15 apply

Interpretation (Chapter 6)

54. (1) In this Chapter—

“mandatory provision” means a provision of any of Part 1 , this Part or Parts 3 to 14 that is not an optional provision;

“optional provision” means a provision of any of Part 1 , this Part or Parts 3 to 14 that—

(a) contains a statement to the effect, or is governed by provision elsewhere to the effect, that the provision applies save to the extent that the constitution provides otherwise or unless the constitution states otherwise; or

(b) is otherwise of such import;

“Table A” means Table A in the First Schedule to the Act of 1963.

(2) A reference in this Chapter to a designated activity company is a reference to a designated activity company limited by shares.

(3) A reference in this Chapter to Table A includes, where appropriate, a reference to any Table referred to in section 3(9)(b), (c) or (d) of the Act of 1963.

Status of existing private companies at end of transition period: general principle

55. As provided for in section 61 , on the expiry of the transition period, unless it has re-registered as a designated activity company or one of the other circumstances specified in that section prevent the following happening—

(a) an existing private company shall be deemed to have a constitution that comprises the provisions of its existing memorandum (other than the provisions excepted by subsection (1)(a) of that section) and of its existing articles and subject to subsection (3) of that section;

(b) the company's constitution, as so constituted of those provisions, shall be deemed to satisfy the requirements of section 19 as to the form of a company's constitution,

and the company shall be deemed to have become a private company limited by shares to which this Part and Parts 1 and 3 to 15 apply.

Conversion of existing private companies to designated activity companies: duties and powers in that regard

56. (1) An existing private company may re-register as a designated activity company by passing an ordinary resolution, not later than 3 months before the expiry of the transition period, resolving that the company be so registered; if it so re-registers, pursuant to such a resolution, before the expiry of the transition period, Part 16 shall, as provided in section 63 (9), apply to it.

(2) An existing private company shall re-register as a designated activity company before the expiry of the transition period if, not later than 3 months before the expiry of that period, a notice in writing requiring it to do so is served on it by a member or members holding shares in the company that confer, in aggregate, more than 25 per cent of the total voting rights in the company; on its so re-registering, in compliance with that notice, Part 16 shall, as provided in section 63 (9), apply to it.

(3) Without prejudice to subsections (1) and (2) but subject to subsection (4), where anything is done by an existing private company, being a thing which (if the company were a private company limited by shares to which this Part and Parts 1 and 3 to 15 apply) would not be in compliance with section 68 , then the company shall re-register as a designated activity company before the expiry of the transition period and upon its so doing Part 16 shall, as provided in section 63 (9), apply to it.

(4) Instead of re-registering as a designated activity company as mentioned in subsection (3), an existing private company referred to in that subsection may, by passing a special resolution and otherwise complying with the requirements of Part 20 , re-register as a type of company that is not a designated activity company before the expiry of the transition period.

(5) The reference in subsection (2) to a voting right in a company shall be read as a reference to a right exercisable for the time being to cast a vote at general meetings of members of the company, not being such a right that is exercisable only in special circumstances.

Relief where company does not re-register as a designated activity company

57. (1) Where an existing private company does not, before the expiry of the transition period, re-register as a designated activity company under section 56 (whether it is obliged under that section to do so or not), the person or persons referred to in subsection (2) may apply to the court for an order directing that it shall re-register as such a company and the court shall, unless cause is shown to the contrary, make the order sought or make such other order as seems just.

(2) The persons mentioned in subsection (1) are—

(a) one or more members of the company who hold, or together hold, not less than 15 per cent in nominal value of the company's issued share capital or any class thereof; or

(b) one or more creditors of the company who hold, or together hold, not less than 15 per cent of the company's debentures entitling the holders to object to alterations of its objects.

Applicable laws during transition period

58. (1) During the period beginning on the commencement of this Part and ending on the expiry of the transition period, Part 16 shall, subject to subsection (3) and without prejudice to subsection (7), apply to an existing private company as if it were a designated activity company, unless and until there is delivered to the Registrar, in accordance with this Chapter, a constitution in respect of it in the form provided under section 19 .

(2) If there is so delivered to the Registrar such a constitution in respect of that company then, on and from such delivery, this Part and Parts 1 and 3 to 15 shall apply to that company.

(3) The provisions of the prior Companies Acts relating to the use of limited or teoranta (or their abbreviations) shall apply as respects the name of an existing private company referred to in subsection (1) during the period referred to in that subsection and not the provisions of section 969 and the other relevant provisions of Part 16 .

(4) The reference in subsection (3) to provisions relating to the use of any words includes a reference to provisions conferring an exemption from the use of those words.

(5) An existing private company that has adopted, or is deemed to have adopted, in whole or in part, the regulations of Table A as its articles, shall, despite the repeal of the Act of 1963, continue to be governed by those regulations (or the parts of them concerned) after the repeal of that Act and, without prejudice to subsection (8), before the expiry of the transition period unless and until—

(a) there is delivered to the Registrar, in accordance with this Chapter, a constitution in respect of it in the form provided under section 19 ; or

(b) it re-registers as another type of company,

but, as regards the company continuing to be governed by the foregoing regulations—

(i) this is save to the extent that those regulations are inconsistent with a mandatory provision;

(ii) those regulations may be altered or added to under and in accordance with the conditions under which articles, whenever registered, are permitted by Part 16 to be altered or added to; and

(iii) references in those regulations to any provision of the prior Companies Acts shall be read as references to the corresponding provision of this Act.

(6) Subject to paragraphs (ii) and (iii) of that subsection, the regulations referred to in subsection (5) shall be interpreted according to the form in which they existed on the date of repeal of the Act of 1963.

(7) To take account of any interregnum between—

(a) the delivery (in accordance with this Chapter and in the form provided under section 19 ) of a constitution in respect of an existing private company to the Registrar for registration; and

(b) its registration by the Registrar,

it is declared that subsections (1) and (2) operate, and are to be read as operating, so as also to provide that Part 16 applies, subject to subsection (3), to that company as if it were a designated activity company during any such interregnum (and accordingly that the application of this Part, and Parts 1 and 3 to 15 , to it is postponed until that registration is effected).

(8) Likewise, to take account of any similar interregnum in the case of subsection (5), it is declared that that subsection operates, and is to be read as operating, so as also to provide that the whole or part (as the case may be) of the regulations of Table A continue to govern the company concerned during any such interregnum.

(9) For the avoidance of doubt, the application of Part 16 , in the circumstances under this section where that Part is stated to apply and notwithstanding that the course of action of delivering a constitution of the kind referred to in subsection (1) will not be adopted by such a company, extends to an existing private company falling within subsection (10) but—

(a) the application of Part 16 to such a company does not affect the application of the provisions of the statute referred to in subsection (10) (or any other relevant statute) to the company; and

(b) if, by virtue of the foregoing statute, the company was not required to include the word “limited” or “teoranta” in its name, that exemption is not affected by anything in this section or Part 16 .

(10) The existing private company referred to in subsection (9) is one that has been incorporated under a former enactment relating to companies (within the meaning of section 5 ) pursuant to, or in compliance with a requirement of, any statute.

Adoption of new constitution by members

59. (1) An existing private company—

(a) by special resolution passed in accordance with its existing memorandum and articles; and

(b) subject to compliance with the provisions of Part 16 as to the variation of rights and obligations of members,

may, after the commencement of this Part, adopt a new constitution in the form provided under section 19 ; where it does so and delivers, in the prescribed form, before the expiry of the transition period, the constitution to the Registrar for registration, it shall, on the constitution's registration, become a private company limited by shares to which this Part and Parts 1 and 3 to 15 apply.

(2) The constitution need not contain any supplemental regulations, to the extent that the provisions of this Part and Parts 1 and 3 to 15 regulate the matters which would be governed by those regulations; for the avoidance of doubt, the requirements of sections 19 and 26 (1) relating to a company's name shall apply despite any exemption of the kind referred to in section 61 (3) that had been enjoyed by the company under the prior Companies Acts.

(3) On registration of its constitution under this section, the Registrar shall issue to the company a certificate of incorporation in respect of it stating that the company is a private company limited by shares registered under this Part.

Preparation, registration, etc. of new constitution by directors

60. (1) The directors of an existing private company shall do each of the things specified in subsection (2) before the expiry of the transition period, unless the company—

(a) has already adopted a constitution in accordance with section 59 (1); or

(b) is required, under section 56 (2) or (3), to re-register as a designated activity company; or

(c) is proceeding, in accordance with a resolution passed pursuant to section 56 (1), to re-register as such a company or is proceeding, in accordance with section 56 (4) and Part 20 , to re-register as another type of company; or

(d) is required by an order made under section 57 to re-register as a designated activity company or proceedings under that section are pending in relation to it.

(2) The things referred to in subsection (1) are—

(a) prepare a constitution for the company in the form provided under section 19 ;

(b) deliver a copy of such constitution to each member; and

(c) deliver, in the prescribed form, the constitution to the Registrar for registration,

and, where the things in the foregoing paragraphs are done (including the delivery of the constitution to the Registrar for registration), the company shall, on the constitution's registration, become a private company limited by shares to which this Part and Parts 1 and 3 to 15 apply, and the Registrar shall issue to it a certificate of incorporation in respect of it stating that it is a private company limited by shares registered under this Part.

(3) The provisions of that constitution of the company, to be prepared by the directors as mentioned in subsection (2)(a), shall consist solely of—

(a) the provisions of its existing memorandum, other than provisions that—

(i) contain its objects; or

(ii) provide for, or prohibit, the alteration of all or any of the provisions of its memorandum or articles;

and

(b) the provisions of its existing articles,

but, despite any exemption of the kind referred to in section 61 (3) that had been enjoyed by the company under the prior Companies Acts, nothing in this subsection shall be read as overriding the requirements of sections 19 and 26 (1) relating to a company's name.

(4) If, by reason of the company not having registered articles, the regulations in Table A are deemed to be the articles of the company, the constitution prepared under subsection (2)(a) shall state that the articles of the company comprise those regulations.

(5) If the existing articles do not exclude or modify the regulations contained in the Table A, those regulations shall, so far as applicable, be the regulations of the existing private company in the same manner and to the same extent as if they were contained in the constitution prepared under subsection (2)(a).

(6) For the purposes of subsections (4) and (5) and without prejudice to their application otherwise by a provision of this Chapter, the regulations contained in Table A shall, despite the repeal of the Act of 1963, continue in force but, as regards the company continuing, by virtue of subsection (4) or (5), to be governed (in whole or in part) by the foregoing regulations—

(a) this is save to the extent that those regulations are inconsistent with a mandatory provision;

(b) those regulations may be altered or added to under and in accordance with the conditions under which the company's constitution is permitted by section 32 to be altered or added to; and

(c) references in those regulations to any provision of the prior Companies Acts shall be read as references to the corresponding provision of this Act.

(7) Subject to paragraphs (b) and (c) of that subsection, the regulations referred to in subsection (6) shall be interpreted according to the form in which they existed on the date of repeal of the Act of 1963.

Deemed constitution

61. (1) Where there has not been delivered to the Registrar a constitution (in the form provided under section 19 ) in respect of an existing private company for registration within the transition period then, subject to subsection (4), from the expiry of that period—

(a) the existing private company shall be deemed to have, in place of its existing memorandum and articles, a constitution that comprises—

(i) the provisions of its existing memorandum, other than provisions that—

(I) contain its objects; or

(II) provide for, or prohibit, the alteration of all or any of the provisions of its memorandum or articles;

and

(ii) the provisions of its existing articles;

and

(b) its constitution, as so constituted of those provisions, shall be deemed to satisfy the requirements of section 19 as to the form of a company's constitution,

and the company shall be deemed to have become a private company limited by shares to which this Part and Parts 1 and 3 to 15 apply.

(2) In those circumstances the Registrar shall issue to the company a certificate of incorporation in respect of it stating that the company is a private company limited by shares registered under this Part.

(3) Notwithstanding—

(a) section 24, as originally enacted, of the Act of 1963; or

(b) section 24, inserted in the Act of 1963 by section 88 (1) of the Company Law Enforcement Act 2001 , in place of the first-mentioned section,

and the continuing effect, for certain other types of company, provided elsewhere by this Act of an exemption conferred by or under either such section, any such exemption (whatever its basis) enjoyed, immediately before the expiry of the transition period, by an existing private company to which subsection (1) applies shall cease on that expiry; accordingly subsection (1)(a) shall be read as requiring such a company's name to end with “limited” or “teoranta”, as appropriate, and subsection (2) shall have effect subject to this subsection.

(4) Subsection (1) shall not apply if—

(a) the existing company has re-registered before the expiry of the transition period as a designated activity company in accordance with section 56 (1) or as another type of company in accordance with section 56 (4) and Part 20 ;

(b) the existing company is required under section 56 (2) or (3) to re-register as such a company and has so re-registered; or

(c) its operation would be inconsistent with an order of the court made under section 57 or otherwise.

(5) If, by reason of section 58 , an existing private company was, immediately before the expiry of the transition period or, if later, the end of the interregnum referred to in section 58 (8), governed (in whole or in part) by the regulations contained in Table A, then for the purposes of this section and without prejudice to their application otherwise by a provision of this Chapter, those regulations shall, despite the repeal of the Act of 1963, continue in force and the existing articles of the company shall be deemed to comprise the whole of those regulations or, as the case may be, to include the parts concerned of those regulations, but—

(a) this is save to the extent that those regulations are inconsistent with a mandatory provision;

(b) those regulations may be altered or added to under and in accordance with the conditions under which the company's constitution is permitted by section 32 to be altered or added to; and

(c) references in those regulations to any provision of the prior Companies Acts shall be read as references to the corresponding provision of this Act.

(6) Subject to paragraphs (b) and (c) of that subsection, the regulations referred to in subsection (5) shall be interpreted according to the form in which they existed on the date of repeal of the Act of 1963.

Relief for members and creditors

62. (1) Without limiting the generality of section 212 , if any member of a company considers that his or her rights or obligations have been prejudiced by—

(a) the exercise of any power under this Chapter;

(b) the non-exercise of any such power; or

(c) the exercise of any such power in a particular manner,

by the company or the directors of it, the member may apply to the court for an order under section 212 .

(2) In any such application where it is proved that the directors of the company have failed to comply with section 60 then, unless the members of the company have adopted a new constitution in accordance with section 59 (1), it shall be presumed, until the contrary is proved, that the directors have exercised their powers in a manner oppressive to the applicant or in disregard of his or her interests as a member.

(3) Where in relation to an existing private company a constitution in the form provided under section 19 comes into being, the person or persons referred to in subsection (5) may apply under this subsection to the court for relief if the constitution prejudices any interest of the person or persons (but only if the person or persons has or have a legal or equitable right to that interest).

(4) On the hearing of an application under subsection (3), the court may grant such relief to the applicant or applicants as the court thinks just.

(5) The persons mentioned in subsection (3) are one or more creditors of the company who hold, or together hold, not less than 15 per cent of the company's debentures entitling the holders to object to alterations of its objects.

(6) The jurisdiction of the court under section 212 as provided for under subsection (1) and the jurisdiction of the court under subsection (3) shall each be exercised having regard to, and, where appropriate subject to, any exercise by the court of its jurisdiction under section 57 in relation to the company concerned.

(7) In this section a reference to a constitution in the form provided under section 19 coming into being is a reference to such a constitution coming into being by reason of—

(a) its being adopted and registered under section 59 ; or

(b) its being prepared by the directors and registered under section 60 ; or

(c) the operation of section 61 .

Procedure for re-registration as designated activity company under this Chapter

63. (1) This section contains the procedure for re-registration by an existing private company as a designated activity company under section 56 (1), (2) or (3) or pursuant to an order of the court under section 57 (1).

(2) Either—

(a) in the case of re-registration under section 56 (1), the ordinary resolution referred to in that provision; or

(b) in the case of re-registration under subsection (2) or (3) of section 56 or pursuant to an order of the court under section 57 (1), a resolution of the directors of the company passed for the purpose in consequence of that subsection's operation or that order,

shall alter the company's memorandum so that it states that the company is to be a designated activity company and shall, unless this Act provides that on re-registration the company shall continue to enjoy an exemption conferred by or under either of the sections referred to in section 61 (3), alter that document and the articles so that there is substituted “designated activity company” or “cuideachta ghníomhaíochta ainmnithe” for “limited” or “teoranta”, as the case may be, in the company's name.

(3) An application for the purpose of re-registration, in the prescribed form and signed by a director or secretary of the company, shall be delivered by the company to the Registrar together with the documents specified in subsection (4).

(4) Those documents are—

(a) a copy of the ordinary resolution or the resolution of the directors referred to in subsection (2)(a) or (b);

(b) a copy of the memorandum and articles of the company as altered by the resolution; and

(c) a statement in the prescribed form (in this section referred to as a “statement of compliance”) by a director or secretary of the company that the requirements of this Chapter as to re-registration as a designated activity company have been complied with by the company, including the passing of the resolution referred to in paragraph (a).

(5) The Registrar may accept the statement of compliance as sufficient evidence that the resolution referred to in subsection (4)(a) has been duly passed and the other conditions of this Chapter for re-registration as a designated activity company have been satisfied and that the company is entitled to be re-registered as that type of company.

(6) If, on an application under subsection (3) for re-registration of an existing private company as a designated activity company, the Registrar is satisfied that a company is entitled to be so re-registered, the Registrar shall—

(a) retain the application and the other documents delivered to him or her under this section; and

(b) issue to the company a certificate of incorporation in respect of it, being a certificate of incorporation that—

(i) is altered to meet the circumstances of the case; and

(ii) states that it is issued on re-registration of the company and the date on which it is issued.

(7) If the existing private company had not registered articles and, by reason of section 58 , the regulations in Table A are, immediately before the making by the company of an application under subsection (3), deemed to be its articles, then each of the references in the preceding subsections of this section to articles shall be disregarded, but in such a case the application under subsection (3) shall be accompanied by a statement in the prescribed form that the articles of the company comprise those regulations.

(8) Upon the issue to a company of a certificate of incorporation on re-registration under subsection (6)—

(a) the company shall, by virtue of the issue of that certificate, become a designated activity company; and

(b) any alterations in the memorandum and articles set out in the resolution concerned shall take effect accordingly.

(9) A certificate of incorporation issued on re-registration to a company under subsection (6) shall be conclusive evidence—

(a) that the requirements of this Chapter as to re-registration and of matters precedent and incidental thereto have been complied with; and

(b) that the company is the type of company which is set out in the certificate,

and, accordingly, without prejudice to section 58 , Part 16 , on and from the issue of the certificate, shall apply to the company as a designated activity company.

(10) If, by reason of section 58 , an existing private company was, immediately before the making by the company of an application under subsection (3), governed (in whole or in part) by the regulations contained in Table A, then for the purposes of this section and in addition to the other cases where their continuance in force for a particular purpose is provided for by this Chapter, those regulations shall, despite the repeal of the Act of 1963, continue in force and upon the issue of the aforementioned certificate of incorporation the articles of the designated activity company shall be deemed to comprise the whole of those regulations or, as the case may be, to include the parts concerned of those regulations, but—

(a) this is save to the extent that those regulations are inconsistent with a mandatory provision;

(b) those regulations may be altered or added to under and in accordance with the conditions under which the designated activity company's articles are permitted by Part 16 to be altered or added to; and

(c) references in those regulations to any provision of the prior Companies Acts shall be read as references to the corresponding provision of this Act.

(11) Subject to paragraphs (b) and (c) of that subsection, the regulations referred to in subsection (10) shall be interpreted according to the form in which they existed on the date of repeal of the Act of 1963.

(12) The re-registration of an existing private company as a designated activity company pursuant to this Chapter shall not affect any rights or obligations of the company or render defective any legal proceedings by or against the company, and any legal proceedings which might have been continued or commenced against it in its former status may be continued or commenced against it in its new status.

(13) The procedures under this section may be followed, after consultation by the company with the relevant Minister, by an existing private company that has been incorporated under a former enactment relating to companies (within the meaning of section 5 ) pursuant to, or in compliance with a requirement of, any statute (in subsection (11) referred to as the “relevant statute”) and may be so followed notwithstanding that statute but—

(a) the provisions otherwise of that statute (and any other relevant statute) shall apply to the designated activity company that the foregoing company re-registers as under this section as they apply to the foregoing company before such re-registration; and

(b) if the foregoing company is a company to which section 1446 applies, the provision made by subsection (1) requiring the substitution of certain words in its name shall be taken to be omitted from that subsection.

(14) In subsection (13) “relevant Minister” means the Minister of the Government concerned in the administration of the relevant statute.

(15) For the avoidance of doubt, references in Part 6 , and in particular section 349 (which exempts a company from having to annex financial statements to its first annual return), to the incorporation of a company are references to its original incorporation.

PART 3

SHARE CAPITAL, SHARES AND CERTAIN OTHER INSTRUMENTS

CHAPTER 1

Preliminary and interpretation

Interpretation (Part 3)

64. (1) In this Part—

“capital conversion reserve fund”, in relation to a company, means the amount equivalent to the aggregate diminution in share capital consequential upon renominalisation of share capital under section 26 of the Economic and Monetary Union Act 1998 ;

“cash” includes funds in any currency or currencies;

“company capital”, in relation to a company, means—

(a) the aggregate value, expressed as a currency amount, of the consideration received by the company in respect of the allotment of shares of the company; and

(b) that part of the company's undenominated capital constituted by the transfer of sums referred to in sections 106 (4) and 108 (3),

and subsection (2) supplements this definition;

“employees' share scheme” means any scheme, for the time being in force, in accordance with which a company encourages or facilitates the holding of shares in, or debentures of, the company or its holding company by or for the benefit of employees or former employees of the company or of any subsidiary of the company including any person who is or was a director holding a salaried employment or office in the company or any subsidiary of the company;

“nominal value”, in relation to a share, means a monetary amount, expressed as an amount, multiple, fraction or percentage of any currency or currencies or combination thereof;

“parent public company” means a public limited company which has one or more private limited subsidiaries;

“private limited subsidiary” means a subsidiary that is a private company limited by shares but, for the purposes of this definition, a company shall not be regarded as a subsidiary if it is such only by virtue of section 7 (2)(a)(ii) or (e);

“redeemable shares” includes shares which are liable at the option of the company or the shareholder to be redeemed;

“securities” means—

(a) shares in a company;

(b) debentures of a company, including debenture stock, bonds and any other debt instruments of a company whether constituting a charge on the assets of the company or not;

(c) those classes of securities which are negotiable on the capital market, such as:

(i) shares in bodies corporate and other securities equivalent to shares in bodies corporate, partnerships or other entities, and depositary receipts in respect of shares;

(ii) bonds or other forms of securitised debt, including depositary receipts in respect of such securities;

(iii) any other securities giving the right to acquire or sell any such transferable securities or giving rise to a cash settlement determined by reference to transferable securities, currencies, interest rates or yields, commodities or other indices or measures with the exception of instruments of payment;

“share capital”, in relation to a company, means the aggregate amount or value of the nominal value of shares of the company;

“undenominated capital”, in relation to a company, means the amount of the company capital from time to time which is in excess of the nominal value of its issued shares and shall be deemed to include any sum transferred as referred to in sections 106 (4) and 108 (3).

(2) There is included in the definition of “company capital” in subsection (1) any amounts standing, immediately before the commencement of this section, to the credit of—

(a) the company's share premium account (within the meaning of the prior Companies Acts);

(b) its capital redemption reserve fund (within the meaning of those Acts); and

(c) its capital conversion reserve fund.

(3) For the purposes of this Part a share in a company shall be taken to have been paid up (as to its nominal value or any premium on it) in cash or allotted for cash if the consideration for the allotment or the payment up is—

(a) cash received by the company; or

(b) a cheque received by the company in good faith which the directors have no reason for suspecting will not be paid; or

(c) the release of a liability of the company for a liquidated sum; or

(d) an undertaking to pay cash to the company on demand or at an identified or identifiable future date which the directors have no reason for suspecting will not be complied with.

(4) In relation to the allotment or payment up of any shares in a company, references in this Act, other than in section 69 (12)(c), to consideration other than cash and to the payment up of shares and premiums on shares otherwise than in cash include references to the payment of, or an undertaking to pay, cash to any person other than the company.

Powers to convert shares into stock, etc.

65. (1) Each provision of this section applies save to the extent that the company's constitution provides otherwise.

(2) A company may, by ordinary resolution—

(a) convert any of its paid up shares into stock; and

(b) reconvert any stock into paid up shares of any denomination.

(3) Subject to subsection (4), the holders of stock may transfer the stock, or any part of it, in the same manner and subject to the same regulations as, and subject to which the shares from which the stock arose might, previously to conversion, have been transferred, or as near thereto as circumstances admit.

(4) The directors of a company may from time to time fix the minimum amount of stock that is capable of being transferred but any such minimum so fixed shall not exceed the nominal amount of each share from which the stock arose.

(5) Subject to subsection (6), the holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and advantages in relation to dividends, voting at meetings of the company and other matters as if they held the shares from which the stock arose.

(6) No such right, privilege or advantage (except participation in the dividends and profits of the company and in the assets on winding up) shall be conferred by an amount of stock which would not, if existing in shares, have conferred that right, privilege or advantage.

(7) Such of the regulations of a company as are applicable to paid up shares shall apply to stock of the company, and the words “share” and “shareholder” in those regulations shall be read as including “stock” and “stockholder”, respectively.

Shares

66. (1) Shares in the capital of a company shall have a nominal value.

(2) A company may allot shares—

(a) of different nominal values;

(b) of different currencies;

(c) with different amounts payable on them; or

(d) with a combination of 2 or more of the foregoing characteristics.

(3) Without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, any share in a company may be issued with such preferred, deferred or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise, as the company may from time to time by ordinary resolution determine.

(4) Save to the extent that its constitution provides otherwise, a company may allot shares that are redeemable (which shall be known, and are referred to in this Act, as “redeemable shares”).

(5) The shares or other interest of any member in a company shall be personal estate and shall not be of the nature of real estate.

(6) Except as required by law, no person shall be recognised by a company as holding any share upon any trust and the company shall not be bound by or be compelled in any way to recognise (even when having notice of it)—

(a) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share; or

(b) save only as this Act or other law otherwise provides, any other rights in respect of any share, except an absolute right to the entirety of it in the registered holder.

(7) Subsection (6) shall not preclude the company from requiring a member or a transferee of shares to furnish the company with information as to the beneficial ownership of any share when such information is reasonably required by the company.

(8) In subsections (9) and (10) “bearer instrument” means an instrument, in relation to shares of a company, which entitles or purports to entitle the bearer thereof to transfer the shares that are specified in the instrument by delivery of the instrument.

(9) A company shall not have power to issue any bearer instrument.

(10) If a company purports to issue a bearer instrument, the shares that are specified in the instrument shall be deemed not to have been allotted or issued, and the amount subscribed therefor (and in the case of a non-cash asset subscribed therefor, the cash value of that asset) shall be due as a debt of the company to the purported subscriber thereof.

Numbering of shares

67. (1) Subject to subsections (2) and (3), each share in a company shall be distinguished by its appropriate number.

(2) If at any time, all the issued shares in a company or all the issued shares in it of a particular class are fully paid up and rank pari passu for all purposes, none of those shares need thereafter have a distinguishing number, so long as it—

(a) remains fully paid up; and

(b) ranks pari passu for all purposes with all shares of the same class for the time being issued and fully paid up.

(3) Where new shares are issued by a company on the terms that, within a period not exceeding 12 months, they will rank pari passu for all purposes with all the existing shares, or with all the existing shares of a particular class in the company, neither the new shares nor the corresponding existing shares need have distinguishing numbers so long as all of them are fully paid up and rank pari passu.

(4) However, in the circumstances mentioned in subsection (3), the share certificates of the new shares shall, if not numbered, be appropriately worded or enfaced.

CHAPTER 2

Offers of securities to the public

Limitation on offers of securities to the public

68. (1) Subject to the provisions of this section, a company shall not—

(a) make—

(i) any invitation to the public to subscribe for; or

(ii) any offer to the public of,

any shares, debentures or other securities of the company; or

(b) allot, or agree to allot, (whether for cash or otherwise) any shares in or debentures of the company with a view to all or any of those shares or debentures being offered for sale to the public or being the subject of an invitation to the public to subscribe for them.

(2) A company shall—

(a) neither apply to have securities (or interests in them) admitted to trading or to be listed on; nor

(b) have securities (or interests in them) admitted to trading or listed on,

any market, whether a regulated market or not, in the State or elsewhere.

(3) Subsection (1) shall not apply to any of the following offers or allotments of debentures by a company (wherever they may be made)—

(a) an offer of debentures addressed solely to qualified investors;

(b) an offer of debentures addressed to fewer than 150 persons, other than qualified investors;

(c) an offer of debentures addressed to investors who acquire securities for a total consideration of at least €100,000 per investor, for each separate offer;

(d) an offer of debentures whose denomination per unit amounts to at least €100,000;

(e) an offer of debentures with a total consideration in the European Union less than €100,000, which shall be calculated over a period of 12 months;

(f) an allotment of debentures, or an agreement to make such an allotment, with a view to those debentures being the subject of any one or more of the offers referred to in paragraphs (a) to (e),

and the reference in this subsection to an offer of debentures includes an invitation to subscribe for them.

(4) Subsection (1) shall not apply to—

(a) an offer of shares by a company (of any amount or wherever it may be made), being an offer addressed to—

(i) qualified investors; or

(ii) 149 or fewer persons; or

(iii) both qualified investors and 149 or fewer other persons;

or

(b) an allotment of shares, or an agreement to make such an allotment, with a view to those shares being the subject of an offer referred to in paragraph (a),

and the reference in this subsection to an offer of shares includes an invitation to subscribe for them.

(5) Subsection (1) shall not apply to an offer by a company of those classes of instruments which are normally dealt in on the money market (such as treasury bills, certificates of deposit and commercial papers) having a maturity of less than 12 months, and the reference in this subsection to an offer of instruments includes an invitation to subscribe for them.

(6) A word or expression that is used in this section and is also used in the Prospectus (Directive 2003/71/EC) Regulations 2005 ( S.I. No. 324 of 2005 ) shall have in this section the same meaning as it has in those Regulations.

(7) For the purposes of subsection (6), the Regulations referred to in that subsection shall have effect as if Regulation 8 were omitted therefrom.

(8) Nothing in this section shall affect the validity of any allotment or sale of securities or of any agreement to allot or sell securities.

(9) If a company contravenes subsection (1) or (2), the company and any officer of it who is in default shall be guilty of a category 2 offence.

CHAPTER 3

Allotment of shares

Allotment of shares

69. (1) No shares may be allotted by a company unless the allotment is authorised, either specifically or pursuant to a general authority, by ordinary resolution or by the constitution of the company.

(2) Without prejudice to subsection (1), in the case of a company whose constitution states an authorised share capital, no shares may be allotted by the company unless those shares are comprised in the authorised but unissued share capital of the company.

(3) An authorisation for the purposes of subsection (1) (whether conferred by an ordinary resolution or the constitution) may stipulate a period during which the allotment may occur; if it so stipulates, then allotments occurring outside that period are not authorised by it.

(4) Save to the extent that the constitution of the company provides otherwise—

(a) shares of a company may only be allotted by the directors of the company;

(b) the directors of a company may allot, grant options over or otherwise dispose of shares to such persons, on such terms and conditions and at such times as they may consider to be in the best interests of the company and its shareholders.

(5) Any director of a company who knowingly contravenes, or knowingly permits or authorises a contravention of, a preceding provision of this section shall be guilty of a category 3 offence.

(6) Subject to subsections (8) and (12) and section 70 , a company proposing to allot any shares—

(a) shall not allot any of those shares, on any terms—

(i) to any non-member, unless it has made an offer to each person who holds relevant shares, of the class concerned, in the company to allot to him or her, on the same or more favourable terms, a proportion of those relevant shares which is, as nearly as practicable, equal to the proportion in nominal value held by him or her of the aggregate of the shares of that class; or

(ii) to any person who holds shares in the company, unless it has made an offer to each person who holds relevant shares, of the class concerned, in the company to allot to him or her, on the same terms, a proportion of those shares which is, as nearly as practicable, equal to the proportion in nominal value held by him or her of the aggregate of the relevant shares of that class;

and

(b) shall not allot any of those shares to any person unless the period during which any such offer may be accepted (not being less than 14 days) has expired or the company has received notice of the acceptance or refusal of every offer so made.

(7) In—

(a) subsection (6) “relevant shares”, in relation to a company, means shares in the company other than shares which as respects dividends and capital carry a right to participate only to a specified amount in a distribution;

(b) subsection (6)(a)(ii) “non-member” means a person who is not a holder of shares (as that expression is to be read by virtue of section 70 (4)) in the company.

(8) Where a company's constitution contains provisions which—

(a) require that the company, when proposing to allot shares of a particular class, shall not allot those shares unless it makes an offer of those shares to existing holders of shares of that class; and

(b) specify that the minimum period during which that offer may be accepted is not less than 14 days,

then subsection (6) shall not apply to any allotments made in compliance with such provisions.

(9) An offer which is required by—

(a) subsection (6); or

(b) the provisions of the company's constitution referred to in subsection (8),

to be made to any person shall be made by serving it on him or her in the same manner in which notices are authorised to be given by sections 180 , 181 and 218 .

(10) Any such offer as is mentioned in subsection (6) or (8) shall not be withdrawn before the end of the period that the offer referred to in subsection (6) or, as the case may be, the provisions of the company's constitution referred to in subsection (8) specify as the period within which it may be accepted.

(11) Nothing in subsection (6)(b), (9) or (10) shall invalidate provisions of the company's constitution referred to in subsection (8) by reason that those provisions require or authorise an offer thereunder to be made in contravention of one or more of those subsections, but, to the extent that those provisions require or authorise such an offer to be so made, they shall be of no effect.

(12) Subsection (6) shall not apply—

(a) to the extent that—

(i) the constitution of the company,

(ii) a special resolution, or

(iii) the terms of issue of already allotted shares,

provides or provide (either generally or in respect of a particular allotment or class of allotments), to the extent so provided;

(b) to allotments of shares for a consideration wholly or partly paid for, otherwise than in cash;

(c) to allotments of shares to the subscriber or subscribers to the company's constitution upon the company's incorporation, being the shares taken by that subscriber or those subscribers before such incorporation;

(d) to allotments of shares to persons in pursuance of the terms of an employees' share scheme established by the company;

(e) to allotments of bonus shares.

Supplemental and additional provisions as regards allotments

70. (1) Shares which a company has offered to allot to a holder of shares in the company may be allotted to that holder or anyone in whose favour that holder has renounced his or her right to their allotment without contravening section 69 (6)(b).

(2) Notwithstanding that any authorisation conferred by a resolution or the constitution such as is mentioned in section 69 (1) has expired, the directors of a company may allot shares in pursuance of an offer or agreement previously made by the company, if that authorisation enabled the company to make an offer or agreement which would or might require shares to be allotted after the authorisation's expiry.

(3) For the purposes of section 69 and this section—

(a) “allot” includes “agreement to allot” (other than an agreement made subject to the passing of an ordinary or special resolution);

(b) “shares” includes a right to subscribe for shares or to convert securities into shares,

and with the effect that—

(i) in the case of paragraph (a), if an agreement to allot shares is entered into in compliance with section 69 , subsections (3), (4) and (6) of that section shall not apply to an allotment of shares pursuant to that agreement; and

(ii) in the case of paragraph (b), if a right to subscribe for shares, or to convert securities into shares, is granted in compliance with section 69 , subsections (3), (4) and (6) of that section shall not apply to an allotment of shares pursuant to the exercise of that right.

(4) References in section 69 and this section (however expressed) to the holder of shares or the holder of shares of any class shall be read as including references to any person who held shares or, as the case may be, shares of that class on any day within the period of 28 days ending with the day immediately preceding the date of the offer which is specified by the directors of the company concerned as being the record date for the purposes of the offer.

(5) A resolution of a company to give, vary, revoke or renew an authority for the purposes of section 69 (1) may, notwithstanding that it alters the company's constitution, be an ordinary resolution.

(6) Where a company allots shares, the shares shall be taken, for the purposes of this Act, to be allotted when a person acquires the unconditional right to be included in the company's register of members in respect of those shares.

(7) Where a company allots shares, it shall, within 30 days after the date of allotment, deliver particulars of the allotment in the prescribed form to the Registrar.

(8) If a company fails to comply with subsection (7), the company and any officer of it who is in default shall be guilty of a category 4 offence.

(9) Nothing in section 69 or this section shall affect the validity of any allotment of shares.

(10) Where there is a contravention of section 69 (6), the company and every officer of the company who knowingly authorised or permitted the contravention, shall be jointly and severally liable to compensate any person to whom an offer should have been made under section 69 (6) for any loss, damage, costs or expenses which that person has sustained or incurred by reason of the contravention.

(11) No proceedings to recover any such loss, damage, costs or expenses shall be commenced after the expiration of 2 years after the date of the delivery to the Registrar of the return of allotments in question or, where shares are agreed to be allotted, the agreement.

(12) If, before the commencement of section 69 , the directors of a company have been granted authority, pursuant to section 20 of the Act of 1983, to allot relevant securities (within the meaning of that section 20) and that authority is in force immediately before that commencement—

(a) neither section 69 nor this section shall apply to the allotment, after that commencement, of relevant securities by the directors pursuant to that authority (which authority shall, in accordance with its terms, be taken to remain in force); and

(b) section 20 (other than subsections (4) and (9) thereof), and sections 23 and 24, of the Act of 1983 shall apply to that authority and any allotment of relevant securities on foot thereof,

but, on the expiry of that authority, section 69 and this section shall apply to any allotment thereafter of shares in the company (or the grant of any right to subscribe for shares in the company or to convert securities into such shares).

(13) For the purposes of subsection (12)

(a) “Act of 1983” means the Companies (Amendment) Act 1983 ;

(b) the reference to the grant of an authority includes a reference to the conferral, by the articles of the company, of an authority; and

(c) the exclusion of the application of section 20(4) of the Act of 1983 by paragraph (b) of subsection (12) shall not be taken as preventing the renewal of the authority concerned under section 69 and this section, but if that authority is so renewed, section 69 and this section shall apply to any allotment, or the grant of any right, as mentioned in subsection (12), that occurs after that renewal of authority on foot thereof.

Payment of shares

71. (1) Shares may be paid up in money or money's worth (including goodwill and expertise).

(2) Shares of a company shall not be allotted at a discount to their nominal value.

(3) Where shares are allotted in contravention of subsection (2), the allottee shall be liable to pay the company concerned an amount equal to the amount of the discount and interest thereon at the appropriate rate.

(4) Subsections (1) and (2) shall not prevent a company from allotting bonus shares as provided by this Part.

(5) Subject to sections 72 , 73 and 75 , any value received in respect of the allotment of a share in excess of its nominal value shall be credited to and form part of undenominated capital of the company and, for that purpose, shall be transferred to an account which shall be known, and in this Act is referred to, as the “share premium account”.

(6) Where any person becomes a holder of any shares in respect of which—

(a) there has been a contravention of this section; and

(b) by virtue of that contravention, another is liable to pay any amount under this section,

the first-mentioned person in this subsection also shall be liable to pay that amount (jointly and severally with any other person so liable) unless either that first-mentioned person is a purchaser for value and, at the time of the purchase, he or she did not have actual notice of the contravention or he or she derived title to the shares (directly or indirectly) from a person who became a holder of them after the contravention and was not so liable.

(7) Where a company contravenes any of the provisions of this section, the company and any officer of it who is in default shall be guilty of a category 3 offence.

Restriction of section 71 (5) in the case of mergers

72. (1) This section applies where the issuing company has secured at least a 90 per cent equity share capital holding in another company in pursuance of an arrangement providing for the allotment of equity share capital in the issuing company, on terms that the consideration for the shares allotted is to be provided—

(a) by the issue or transfer to the issuing company of equity shares in the other company; or

(b) by the cancellation of any such shares not held by the issuing company.

(2) If the equity shares in the issuing company, allotted in pursuance of the arrangement in consideration for the acquisition or cancellation of equity shares in the other company, are issued at a premium section 71 (5) does not apply to the premiums on those shares.

(3) Where the arrangement also provides for the allotment of any shares in the issuing company on terms that the consideration for those shares is to be provided by the issue or transfer to the issuing company of non-equity shares in the other company or by the cancellation of any such shares in that company not held by the issuing company, the restriction on the application of section 71 (5) provided by subsection (2) extends to any shares in the issuing company allotted on those terms in pursuance of the arrangement.

(4) Subject to subsection (5), the issuing company (“company X”) is to be regarded for purposes of this section as having secured at least a 90 per cent equity share capital holding in another company (“company Y”) in pursuance of such an arrangement as is mentioned in subsection (1) if in consequence of an acquisition or cancellation of equity shares in company Y (in pursuance of that arrangement)—

(a) company X holds equity shares in company Y (whether all or any of those shares were acquired in pursuance of that arrangement, or not); and

(b) the aggregate nominal value of the equity shares so held by company X equals 90 per cent or more of the nominal value of company Y's equity share capital (excluding any shares in company Y held as treasury shares).

(5) Where the equity share capital of the other company is divided into different classes of shares, this section does not apply unless the requirements of subsection (1) are satisfied in relation to each of those classes of shares taken separately.

(6) Shares held by a company which is the issuing company's holding company or subsidiary, or a subsidiary of the issuing company's holding company, or by its or their nominees, are to be regarded for purposes of this section as held by the issuing company.

(7) In relation to a company and its shares and capital, the following definitions apply for purposes of this section—

(a) “equity share capital” means the company's issued share capital excluding any part of it which, neither as respects dividends nor as respects capital, carries any right to participate beyond a specified amount in a distribution;

(b) “equity shares” means shares comprised in the company's equity share capital; and

(c) “non-equity shares” means shares (of any class) not so comprised,

and “arrangement” means any agreement, scheme or arrangement (including an arrangement sanctioned under section 453 or 601 ).

(8) This section does not apply if the issue of shares took place before the commencement of this section.

Restriction of section 71 (5) in the case of group reconstructions

73. (1) This section applies where the issuing company—

(a) is a wholly-owned subsidiary of a body corporate (the “holding company”); and

(b) allots shares to the holding company or to another wholly-owned subsidiary of the holding company in consideration for the transfer to the issuing company of assets other than cash, being assets of any body corporate (the “transferor”) which is a member of the group which comprises the holding company and all its wholly-owned subsidiaries.

(2) Where the shares in the issuing company, allotted in consideration for the transfer, are issued at a premium, the issuing company is not required by section 71 (5) to credit to undenominated capital any amount in excess of the minimum premium value.

(3) In subsection (2) the “minimum premium value” means the amount (if any) by which the base value of the consideration for the shares allotted exceeds the aggregate nominal value of those shares.

(4) For the purposes of subsection (3), the base value of the consideration for the shares allotted is the amount by which the base value of the assets transferred exceeds the base value of any liabilities of the transferor assumed by the issuing company as part of the consideration for the assets transferred.

(5) For the purposes of subsection (4)

(a) the base value of assets transferred is to be taken as—

(i) the cost of those assets to the transferor; or

(ii) the amount at which those assets are stated in the transferor's accounting records immediately before the transfer, whichever is the less,

and

(b) the base value of the liabilities assumed is to be taken as the amount at which they are stated in the transferor's accounting records immediately before the transfer.

(6) Section 72 shall not apply to a case falling within this section.

Supplementary provisions in relation to sections 72 and 73

74. (1) An amount corresponding to one representing the premiums or part of the premiums on shares issued by an issuing company which, by virtue of section 72 or 73 , is not included in the issuing company's undenominated capital may also be disregarded in determining the amount at which any shares or other consideration provided for the shares issued is to be included in the company's balance sheet.

(2) References in sections 72 and 73 (however expressed) to—

(a) the acquisition by a company of shares in a body corporate; and

(b) the issue or allotment of shares to, or the transfer of shares to or by, a company or other body corporate,

include (respectively) the acquisition of any of those shares by, and the issue or allotment or (as the case may be) the transfer of any of those shares to or by, nominees of that company or body corporate; and the reference in section 72 to the company transferring the shares is to be read accordingly.

(3) References in sections 72 and 73 to the transfer of shares in a body corporate include the transfer of a right to be included in the body corporate's register of members in respect of those shares.

Restriction of section 71 (5) in the case of shares allotted in return for acquisition of issued shares of body corporate

75. (1) This section applies where—

(a) a company (the “issuer”) allots and issues shares to the shareholders of a body corporate in consideration for the acquisition by the issuer of all of the issued shares in the body corporate (the “acquired shares”) such that the body corporate becomes the wholly-owned subsidiary of the issuer;

(b) the consolidated assets and liabilities of the issuer immediately after those shares are issued are exactly, except for any permitted cash payments, the same as—

(i) if the body corporate was itself a holding company, the consolidated assets and liabilities of the body corporate immediately before those shares were issued, or

(ii) if the body corporate was not a holding company, the assets and liabilities of the body corporate immediately before those shares were issued;

(c) the absolute and relative interests that the shareholders in the body corporate have in the consolidated assets and liabilities of the issuer are in proportion to (or as nearly as may be in proportion to) the interest they had in—

(i) if the body corporate was itself a holding company, the consolidated assets and liabilities of the body corporate immediately before the shares were issued;

(ii) if the body corporate was not a holding company, the assets and liabilities of the body corporate immediately before the shares were issued;

and

(d) the issuer does not account for its investment in the body corporate at fair value in the issuer's entity financial statements.

(2) Where the shares in the issuer allotted in consideration for the acquisition of the acquired shares are issued at a premium, the issuer—

(a) is not required by section 71 (5) to credit to undenominated capital any amount in excess of the minimum premium value; and

(b) may disregard any such amount in determining the amount at which the shares or other consideration provided for the acquired shares is to be included in the issuer's entity financial statements and, if such are prepared, group financial statements.

(3) Nothing in this section shall permit any share in the issuer to be issued at a discount to the share's nominal value.

(4) In this section—

“base value of the consideration”, in relation to shares allotted by an issuer, means the carrying value of the assets and liabilities that would be shown in the balance sheet of the body corporate if that body corporate were to prepare entity financial statements in accordance with Part 6 immediately before the issue of the shares;

“consolidated assets and liabilities”, in relation to a holding company, means the assets and liabilities included in the group financial statements of the holding company prepared under section 293 ;

“minimum premium value”, in relation to shares allotted, means the amount (if any) by which the base value of the consideration for the acquisition of the acquired shares exceeds the aggregate nominal value of the shares issued;

“permitted cash payments” means—

(a) cash payments to shareholders of the body corporate in relation to fractional share entitlements in the body corporate that are not being replicated in the issuer, whether on account of different nominal values of shares or otherwise;

(b) such cash payments as may be ordered or permitted by the court, including by reason of the imposition on the issuer of disproportionate expense arising from compliance with requirements with respect to a prospectus or similar requirements.

Treatment of premiums paid on shares issued before a certain date

76. (1) Where before 1 April 1964 a company had issued any shares at a premium, section 71 (5) (and the exceptions to that provision in sections 72 to 75 ) shall apply as if the shares had been issued after that date, but this is subject to subsection (2).

(2) Where any part of a premium referred to in subsection (1) had been applied as mentioned in section 62(2) of the Act of 1963 such that it did not, on 1 April 1964, form an identifiable part of the company's reserves (within the meaning of the Sixth Schedule to the Act of 1963) then that part shall continue to be disregarded in determining the sum to be included in the share premium account.

Calls on shares

77. (1) Each provision of this section and of section 78 applies save to the extent that the company's constitution provides otherwise.

(2) Subject to subsection (3), the directors of a company may from time to time make calls upon the members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium).

(3) Subsection (2) does not apply to shares where the conditions of allotment of them provide for the payment of moneys in respect of them at fixed times.

(4) Each member shall (subject to receiving at least 30 days' notice specifying the time or times and place of payment) pay to the company, at the time or times and place so specified, the amount called on the shares.

(5) A call may be revoked or postponed, as the directors of the company may determine.

(6) A call shall be deemed to have been made at the time when the resolution of the directors authorising the call was passed and may be required to be paid by instalments.

(7) The joint holders of a share shall be jointly and severally liable to pay all calls in respect of it.

(8) If a sum called in respect of a share is not paid before or on the day appointed for payment of it, the person from whom the sum is due shall pay interest on the sum from the day appointed for payment of it to the time of actual payment of such rate, not exceeding the appropriate rate, as the directors of the company may determine, but the directors may waive payment of such interest wholly or in part.

Supplemental provisions in relation to calls

78. (1) Any sum which, by the terms of issue of a share, becomes payable on allotment or at any fixed date (whether on account of the nominal value of the share or by way of premium) shall, for the purposes of this Act, be deemed to be a call duly made and payable on the date on which, by the terms of issue, that sum becomes payable.

(2) In case of non payment of such a sum, all the relevant provisions of this Act as to payment of interest and expenses, forfeiture or otherwise, shall apply as if such sum had become payable by virtue of a call duly made and notified.

(3) The directors of a company may, on the issue of shares, differentiate between the holders of different classes as to the amount of calls to be paid and the times of payment.

(4) The directors of a company may, if they think fit—

(a) receive from any member willing to advance such moneys, all or any part of the moneys uncalled and unpaid upon any shares held by him or her; and

(b) pay, upon all or any of the money so advanced (until the amount concerned would, but for such advance, become payable) interest at such rate (not exceeding, unless the company in a general meeting otherwise directs, the appropriate rate) as may be agreed upon between the directors and the member paying such moneys in advance.

Further provisions about calls (different times and amounts of calls)

79. Save to the extent that the company's constitution provides otherwise, a company may—

(a) make arrangements on the issue of shares for a difference between the shareholders in the amounts and times of payment of calls on their shares;

(b) accept from any member the whole or a part of the amount remaining unpaid on any shares held by him or her, although no part of that amount has been called up;

(c) pay a dividend in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others; and

(d) by special resolution determine that any portion of its share capital which has not been already called up shall not be capable of being called up except in the event and for the purposes of the company being wound up; upon the company doing so, that portion of its share capital shall not be capable of being called up except in that event and for those purposes.

Lien

80. (1) Each provision of this section applies save to the extent that the company's constitution provides otherwise.

(2) A company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether immediately payable or not) called, or payable at a fixed time, in respect of that share.

(3) The directors of a company may at any time declare any share in the company to be wholly or in part exempt from subsection (2).

(4) A company's lien on a share shall extend to all dividends payable on it.

(5) A company may sell, in such manner as the directors of the company think fit, any shares on which the company has a lien, but no sale shall be made unless—

(a) a sum in respect of which the lien exists is immediately payable; and

(b) the following conditions are satisfied.

(6) Those conditions are—

(a) a notice in writing, stating and demanding payment of such part of the amount in respect of which the lien exists as is immediately payable, has been given to the registered holder for the time being of the share, or the person entitled thereto by reason of his or her death or bankruptcy; and

(b) a period of 14 days after the date of giving of that notice has expired.

(7) The following provisions apply in relation to a sale referred to in subsection (5)

(a) to give effect to any such sale, the directors may authorise some person to transfer the shares sold to the purchaser of them;

(b) the purchaser shall be registered as the holder of the shares comprised in any such transfer;

(c) the purchaser shall not be bound to see to the application of the purchase money, nor shall his or her title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale; and

(d) the proceeds of the sale shall be received by the company and applied in payment of such part of the amount in respect of which the lien exists as is immediately payable, and the residue, if any, shall (subject to a like lien for sums not immediately payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale.

Forfeiture of shares

81. (1) Each provision of this section applies save to the extent that the company's constitution provides otherwise.

(2) If a member of a company fails to pay any call or instalment of a call on the day appointed for payment of it, the directors of the company may, at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on the member requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.

(3) That notice shall—

(a) specify a further day (not earlier than the expiration of 14 days after the date of service of the notice) on or before which the payment required by the notice is to be made; and

(b) state that, if the amount concerned is not paid by the day so specified, the shares in respect of which the call was made will be liable to be forfeited.

(4) If the requirements of that notice are not complied with, any share in respect of which the notice has been served may at any time after the day so specified (but before, should it occur, the payment required by the notice has been made) be forfeited by a resolution of the directors of the company to that effect.

(5) A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the directors of the company think fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the directors think fit.

(6) A person whose shares have been forfeited shall cease to be a member of the company in respect of the forfeited shares, but shall, notwithstanding, remain liable to pay to the company all moneys which, at the date of forfeiture, were payable by him or her to the company in respect of the shares, but his or her liability shall cease if and when the company shall have received payment in full of all such moneys in respect of the shares.

(7) A statement in writing that the maker of the statement is a director or the secretary of the company, and that a share in the company has been duly forfeited on a date stated in the statement, shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share.

(8) The following provisions apply in relation to a sale or other disposition of a share referred to in subsection (5):

(a) the company may receive the consideration, if any, given for the share on the sale or other disposition of it and may execute a transfer of the share in favour of the person to whom the share is sold or otherwise disposed of (the “disponee”);

(b) upon such execution, the disponee shall be registered as the holder of the share;

(c) the disponee shall not be bound to see to the application of the purchase money, if any, nor shall his or her title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.

Financial assistance for acquisition of shares

82. (1) In subsection (2) “acquisition”, in relation to shares, means acquisition by subscription, purchase, exchange or otherwise.

(2) It shall not be lawful for a company to give any financial assistance for the purpose of an acquisition made or to be made by any person of any shares in the company, or, where the company is a subsidiary, in its holding company.

(3) Subsection (2) is subject to subsections (5) and (6).

(4) The prohibition in subsection (2) applies whether the financial assistance is given—

(a) directly or indirectly; or

(b) by means of a loan or guarantee, the provision of security or otherwise.

(5) Subsection (2) does not prohibit the giving of financial assistance in relation to the acquisition of shares in a company or its holding company if—

(a) the company's principal purpose in giving the assistance is not to give it for the purpose of any such acquisition; or

(b) the giving of the assistance for that purpose is only an incidental part of some larger purpose of the company,

and the assistance is given in good faith in the interests of the company.

(6) Without prejudice to the generality of subsection (5), subsection (2) does not prohibit—

(a) the giving of financial assistance in accordance with the Summary Approval Procedure;

(b) the payment by a company of a dividend or making by it of any distribution out of profits of the company available for distribution;

(c) the discharge by a company of a liability lawfully incurred by it;

(d) the—

(i) purchase under section 105 ; or

(ii) redemption under section 105 or 108 ,

of own shares or the giving of financial assistance, by means of a loan or guarantee, the provision of security or otherwise, for the purpose of such purchase or redemption;

(e) where the lending of money is part of the ordinary business of the company, the lending of money by a company in the ordinary course of its business;

(f) the provision by a company, in accordance with any scheme for the time being in force, of money for the purchase of, or subscription for, fully paid shares in the company or its holding company, being a purchase or subscription of or for shares to be held by or for the benefit of employees or former employees of the company or of any subsidiary of the company including any person who is or was a director holding a salaried employment or office in the company or any subsidiary of the company;

(g) the making by a company of loans to persons, other than directors, bona fide in the employment of the company or any subsidiary of the company with a view to enabling those persons to purchase or subscribe for fully paid shares in the company or its holding company to be held by themselves as beneficial owners thereof;

(h) the giving of financial assistance—

(i) by means of a loan or guarantee, the provision of security or otherwise to discharge the liability under, or effect that which is commonly known as a refinancing of, any arrangement or transaction that gave rise to the provision of financial assistance, being financial assistance referred to in subsection (2) that has already been given by the company in accordance with the Summary Approval Procedure or section 60(2) of the Act of 1963; or

(ii) by means of any subsequent loan or guarantee, provision of security or otherwise to effect a refinancing of—

(I) refinancing referred to subparagraph (i); or

(II) refinancing referred to in this subparagraph that has been previously effected (and this subparagraph shall be read as permitting the giving of financial assistance to effect such subsequent refinancing any number of times);

(i) the making or giving by a company of one or more representations, warranties or indemnities to a person (or any affiliate of, or person otherwise connected with, the first-mentioned person or a director of such an affiliate or connected person that is a body corporate) who has purchased or subscribed for, or proposes to purchase or subscribe for, shares in the company or its holding company for the purpose of or in connection with that purchase or subscription;

(j) the payment by a company of fees and expenses of—

(i) the advisers to any subscriber for, or purchaser of, shares in the company that are incurred in connection with his or her subscription for, or purchase of, such shares; or

(ii) the advisers to the company or its holding company that are incurred in connection with that subscription or purchase;

(k) the incurring of any expense by a company in order to facilitate the admission to, or the continuance of, a trading facility of securities of its holding company on a stock exchange or securities market, including the expenses associated with the preparation and filing of documents required under the laws of any jurisdiction in which the securities in question are admitted to trading or are afforded a trading facility;

(l) the incurring of any expenses by a company in order to ensure compliance by the company or its holding company with the Irish Takeover Panel Act 1997 or an instrument thereunder or any measures for the time being adopted by the State to implement Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids;

(m) the reimbursement by a private limited subsidiary of an offeree (within the meaning of the Irish Takeover Panel Act 1997 ) of expenses of an offeror (within the meaning of that Act) pursuant to an agreement approved by, or on terms approved by, the Irish Takeover Panel;

(n) in connection with an allotment of shares by a parent public company, the payment by a private limited subsidiary of that company of commissions, not exceeding 10 per cent of the money received in respect of such allotment, to intermediaries, and the payment by that subsidiary of professional fees;

(o) to the extent that provision of this kind is not authorised by paragraph (f) or (g), the provision of financial assistance by a holding company or a subsidiary of it in connection with the holding company or subsidiary purchasing or subscribing for shares in the holding company on behalf of—

(i) the present or former employees of the holding company or any subsidiary of it;

(ii) an employees' share scheme; or

(iii) an employee share ownership trust referred to in section 519 of the Taxes Consolidation Act 1997 .

(7) Subject to subsection (8), a private limited subsidiary shall not provide financial assistance in accordance with the Summary Approval Procedure for the purpose of the acquisition of shares in its parent public company.

(8) The Minister may, by regulations, specify circumstances in which a private limited subsidiary, in cases falling within subsection (7), may avail itself of the Summary Approval Procedure.

(9) Any transaction in contravention of this section shall be voidable at the instance of the company against any person (whether a party to the transaction or not) who had notice of the facts which constitute such contravention.

(10) Nothing in this section shall affect the operation of sections 84 to 87 .

(11) If a company contravenes this section, the company and any officer of it who is in default shall be guilty of a category 2 offence.

CHAPTER 4

Variation in capital

Variation of company capital

83. (1) Save to the extent that its constitution otherwise provides, a company may, by ordinary resolution, do any one or more of the following, from time to time—

(a) consolidate and divide all or any of its shares into shares of a larger nominal value than its existing shares;

(b) subdivide its shares, or any of them, into shares of a smaller nominal value, so however, that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived;

(c) increase the nominal value of any of its shares by the addition to them of any undenominated capital;

(d) reduce the nominal value of any of its shares by the deduction from them of any part of that value, subject to the crediting of the amount of the deduction to undenominated capital, other than the share premium account;

(e) convert any undenominated capital into shares for allotment as bonus shares to holders of existing shares;

(f) in the case of a company whose constitution states an authorised share capital (in addition to its power to do any of the foregoing things)—

(i) increase its share capital by new shares of such amount as it thinks expedient; or

(ii) cancel shares of its share capital which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled.

(2) A cancellation of share capital under subsection (1)(f)(ii) shall be deemed not to be a reduction of company capital within the meaning of this Act.

(3) Save to the extent that its constitution otherwise provides, a company may, by special resolution, and subject to the provisions of this Act governing the variation of rights attached to classes of shares and the amendment of a company's constitution, convert any of its shares into redeemable shares.

(4) Such a conversion shall not have effect with respect to any shares, the holder of which notifies the company, before the date of conversion, of his or her unwillingness to have his or her shares converted but, subject to that and the other provisions of this section, the conversion shall have effect according to its terms.

(5) Subsection (4) shall not, where a shareholder objects to a conversion, prejudice any right he or she may have under this Act or otherwise to invoke the jurisdiction of the court to set aside the conversion or otherwise provide relief in respect of it.

(6) A company shall deliver particulars, in the prescribed form, of any resolution referred to in subsection (1) to the Registrar within 30 days after the date of its being passed by the company.

(7) If a company contravenes subsection (6), the company and any officer of it who is in default shall be guilty of a category 3 offence.

Reduction in company capital

84. (1) Save to the extent that its constitution otherwise provides, a company may, subject to the provisions of this section and sections 85 to 87 , reduce its company capital in any way it thinks expedient and, without prejudice to the generality of the foregoing, may thereby—

(a) extinguish or reduce the liability on any of its shares in respect of share capital not paid up;

(b) either with or without extinguishing or reducing liability on any of its shares, cancel any paid up company capital which is lost or unrepresented by available assets; or

(c) either with or without extinguishing or reducing liability on any of its shares, pay off any paid up company capital which is in excess of the wants of the company.

(2) A reduction of company capital under this section shall be effected either by the company—

(a) employing the Summary Approval Procedure; or

(b) passing a special resolution that is confirmed by the court.

(3) Where the reduction has been approved by the Summary Approval Procedure, the reduction shall take effect—

(a) if no date is specified in that behalf in the special resolution referred to in section 202 (1)(a)(i), on the expiry of 12 months after the date of the passing of the special resolution; or

(b) if such a date is so specified, on that date.

(4) A company shall not purport to reduce its company capital otherwise than as provided for by this section.

(5) Any transaction in contravention of this section shall be voidable at the instance of the company against any person (whether a party to the transaction or not) who had actual notice of the facts which constitute such contravention.

(6) If a company contravenes this section, the company and any officer of it who is in default shall be guilty of a category 3 offence.

Application to court for confirming order, objections by creditors and settlement of list of such creditors

85. (1) Where a company has passed a special resolution under section 84 (2)(b) for reducing its company capital it may apply to the court for an order confirming the resolution.

(2) A company which proposes to apply to the court for such an order shall cause notice of the passing of the resolution—

(a) to be advertised once at least in one daily newspaper circulating in the district where the registered office or principal place of business of the company is situated; and

(b) to be notified by ordinary post to all creditors of the company who are resident, or have their principal place of business, outside the State,

and no further advertisement of the passing of the resolution shall be required.

(3) In determining any preliminary application for directions as to the hearing of an application under this section, the court shall have regard to compliance by the company with the requirements of subsection (2).

(4) Where the proposed reduction of the company's company capital involves either diminution of liability in respect of unpaid company capital, or the payment to any shareholder of any paid up company capital, and in any other case if the court so directs, the following provisions shall have effect (but subject to subsection (5))—

(a) every creditor of the company who—

(i) at the date fixed by the court, is entitled to a debt or claim that, if that date were the commencement of the winding up of the company, would be admissible in proof against the company; and

(ii) can credibly demonstrate that the proposed reduction in company capital would be likely to put the satisfaction of that debt or claim at risk, and that no adequate safeguards have been obtained from the company,

is entitled to object to the reduction,

(b) the court shall settle a list of creditors entitled to object, and for that purpose may publish notices fixing a day or days within which creditors are to claim to be entered on the list or are to be excluded from the right of objecting to the reduction of company capital, and

(c) where a creditor entered on the list whose debt or claim is not discharged or has not terminated does not consent to the confirmation, the court may, if it thinks fit, dispense with the consent of that creditor, on the company securing payment of his or her debt or claim by appropriating, as the court may direct, the following amount—

(i) if the company admits the full amount of the debt or claim, or, though not admitting it, is willing to provide for it, then the full amount of the debt or claim;

(ii) if the company does not admit and is not willing to provide for the full amount of the debt or claim, or, if the amount is contingent or not ascertained, then an amount fixed by the court after the like inquiry and adjudication as if the company were being wound up by the court.

(5) Where a proposed reduction of company capital involves either the diminution of any liability in respect of unpaid company capital or the payment to any shareholder of any paid up company capital, the court may, if, having regard to any special circumstances of the case, it thinks proper so to do, direct that subsection (4) shall not apply as regards any class or any classes of creditors.

(6) If satisfied that the following requirement is satisfied, the court may make an order confirming the resolution on such terms and conditions as it thinks fit.

(7) That requirement is that, in relation to every creditor of the company who, under this section is entitled to object to the confirmation, either—

(a) the creditor's consent to the confirmation has been obtained, or

(b) the creditor's debt or claim has been discharged or has terminated, or has been secured.

(8) Where the court makes an order confirming the resolution, it may make an order requiring the company to publish, as the court directs, the reasons for reduction of its company capital or such other information in regard thereto as the court may think expedient, with a view to giving proper information to the public, and if the court thinks fit, the causes which led to that reduction.

(9) References in this section to a debt or claim having terminated are references to the debt or claim ceasing to be enforceable or to its otherwise determining.

Registration of order and minute of reduction

86. (1) On the doing of both of the following—

(a) the production to the Registrar of an order of the court under section 85 confirming the resolution of the company with respect to reduction of its company capital; and

(b) the delivery to the Registrar of a copy of the order and of a minute approved by the court showing, with respect to the company capital of the company as altered by the order—

(i) the amount of the share capital;

(ii) the number of shares into which it is to be divided and the amount of each share; and

(iii) the amount, if any, at the date of the registration deemed to be paid up on each share,

the Registrar shall register the order and minute.

(2) On the registration of the order and minute and not before, the resolution for reducing company capital as confirmed by the order so registered shall take effect.

(3) Notice of the registration of the order and minute shall be published in such manner as the court may direct.

(4) The Registrar shall issue a certificate with respect to the registration of the order and minute, and that certificate shall be conclusive evidence that all the requirements of this Act relating to reduction of company capital have been complied with, and that the share capital of the company is such as is stated in the minute.

(5) The minute, when registered, shall be deemed to be substituted for the corresponding part of the constitution of the company and shall be valid and capable of amendment as if it had been originally contained in it.

(6) The substitution of any such minute for part of the constitution of the company shall be deemed to be an amendment of the constitution within the meaning of section 37 (2).

Liability of members in respect of reduced calls

87. (1) In this section—

“confirmation” means confirmation by the court under section 85 of a resolution for reduction of company capital;

“minute” means the minute referred to in section 86 (1)(b).

(2) Subject to subsection (3), in the case of a reduction of company capital where future calls have been reduced, a member of the company, past or present, shall not be liable in respect of any share to any call or contribution exceeding in amount the difference, if any, between the amount of the share, as fixed by the minute and the amount paid, or the reduced amount, if any, which is to be deemed to have been paid, on the share, as the case may be.

(3) If any creditor entitled, in respect of any debt or claim, to object to the confirmation, is, by reason of his or her not being aware of the proceedings for the confirmation or of their nature and effect with respect to his or her debt or claim, not entered on the list of creditors, and, after the reduction, the company is unable, within the meaning of the provisions of this Act relating to winding up by the court, to pay the amount of his or her debt or claim, then—

(a) every person who was a member of the company at the date of the delivery for registration of the order in respect of the confirmation and the minute, shall be liable to contribute for the payment of that debt or claim an amount not exceeding the amount which he or she would have been liable to contribute if the company had commenced to be wound up on the day before that date; and

(b) if the company is wound up, the court, on the application of any such creditor and proof of his or her not being aware as mentioned in this subsection may, if it thinks fit, settle accordingly a list of persons so liable to contribute, and make and enforce calls and orders on the contributories settled on the list, as if they were ordinary contributories in a winding up.

(4) Nothing in this section shall affect the rights of the contributories among themselves.

(5) If any officer of the company—

(a) intentionally conceals the name of any creditor entitled to object to the confirmation; or

(b) intentionally misrepresents the nature or amount of the debt or claim of any creditor,

he or she shall be guilty of a category 2 offence.

Variation of rights attached to special classes of shares

88. (1) This section shall have effect with respect to the variation of the rights attached to any class of shares in a company whose share capital is divided into shares of different classes, whether or not the company is being wound up.

(2) Where the rights are attached to a class of shares in the company otherwise than by the constitution, and the constitution does not contain provisions with respect to the variation of the rights, those rights may be varied if, but only if—

(a) the holders of 75 per cent, in nominal value, of the issued shares of that class, consent in writing to the variation; or

(b) a special resolution, passed at a separate general meeting of the holders of that class, sanctions the variation,

and any requirement (however it is imposed) in relation to the variation of those rights is complied with, to the extent that it is not comprised in the requirements in paragraphs (a) and (b).

(3) Where—

(a) the rights are attached to a class of shares in the company by the constitution or otherwise;

(b) the constitution contains provision for the variation of those rights; and

(c) the variation of those rights is connected with the giving, variation, revocation or renewal of an authority for the purposes of section 69 (1) or with a reduction of the company's company capital by either of the means referred to in section 84 ,

those rights shall not be varied unless—

(i) the requirement in subsection (2)(a) or (b) is satisfied; and

(ii) any requirement of the constitution in relation to the variation of rights of that class is complied with to the extent that it is not comprised in the requirement in subsection (2)(a) or (b).

(4) Where the rights are attached to a class of shares in the company by the constitution or otherwise and—

(a) where they are so attached by the constitution, it contains provision with respect to their variation which had been included in the constitution at the time of the company's original incorporation; or

(b) where they are so attached otherwise, the constitution contains such provision (whenever first so included),

and in either case the variation is not connected as mentioned in subsection (3)(c), those rights may only be varied in accordance with that provision of the constitution.

(5) Where the rights are attached to a class of shares in the company by the constitution and it does not contain provisions with respect to the variation of the rights, those rights may be varied if all the members of the company agree to the variation.

(6) Where a resolution referred to in any of the preceding subsections is to be proposed at a meeting of members holding a particular class of shares—

(a) the necessary quorum at any such meeting, other than an adjourned meeting, shall be 2 persons holding or representing by proxy at least one-third in nominal value of the issued shares of the class in question and at an adjourned meeting one person holding shares of the class in question or his or her proxy;

(b) any holder of shares of the class in question present in person or by proxy may demand a poll.

(7) Any amendment of a provision contained in the constitution of a company for the variation of the rights attached to a class of shares or the insertion of any such provision into the company's constitution shall itself be treated as a variation of those rights.

(8) References to the variation of the rights attached to a class of shares in—

(a) this section; and

(b) except where the context otherwise requires, in any provision for the variation of the rights attached to a class of shares contained in the company's constitution,

shall include references to their abrogation.

(9) Nothing in subsections (2) to (5) shall be read as derogating from the powers of the court under sections 212 , 451 and 455 .

(10) Save where the company's constitution provides otherwise, the rights conferred upon the holders of the shares of any class issued by a company with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

Rights of holders of special classes of shares

89. (1) If in the case of a company, the share capital of which is divided into different classes of shares, the rights attached to any such class of shares are at any time varied pursuant to section 88 , one or more members who hold, or together hold, not less than 10 per cent of the issued shares of that class, being members who did not consent to or vote in favour of the resolution for the variation, may apply to the court to have the variation cancelled.

(2) Where any such application is made, the variation shall not have effect unless and until it is confirmed by the court.

(3) An application under this section shall be made within 28 days (or such longer period as the court, on application made to it by any member before the expiry of the first mentioned 28 days, may allow) after the date on which the consent was given or the resolution was passed, as the case may be, and may be made on behalf of the members entitled to make the application by such one or more of their number as they may appoint in writing for the purpose.

(4) On any such application the court, after hearing the applicant and any other persons who apply to the court to be heard and appear to the court to be interested in the application, may, if it is satisfied having regard to all the circumstances of the case that the variation would unfairly prejudice the shareholders of the class represented by the applicant, disallow the variation and shall, if not so satisfied, confirm the variation.

(5) The decision of the court on any such application shall be final but an appeal shall lie to the Supreme Court from the determination of the court on a question of law.

(6) The company shall, within 21 days after the date on which an order is made by the court on any such application, deliver a certified copy of the order to the Registrar.

(7) If a company contravenes subsection (6), the company and any officer of it who is in default shall be guilty of a category 4 offence.

(8) In this section “variation” includes abrogation, and “varied” shall be read accordingly.

Registration of particulars of special rights

90. (1) Where a company allots shares with rights which are not stated in its constitution or in any resolution or agreement to which section 198 applies, the company shall, unless the shares are in all respects uniform with shares previously allotted, deliver to the Registrar, within 30 days after the date of allotting the shares, a statement in the prescribed form containing particulars of those rights.

(2) Shares allotted with such rights shall not be treated for the purposes of subsection (1) as different from shares previously allotted by reason only of the fact that the former do not carry the same rights to dividends as the latter during the 12 months after the date of the former's allotment.

(3) Where the rights attached to any shares of a company are varied otherwise than by an amendment of the company's constitution or by resolution or agreement to which section 198 applies, the company shall within 30 days after the date on which the variation is made, deliver to the Registrar a statement in the prescribed form containing particulars of the variation.

(4) Where a company (otherwise than by any such amendment, resolution or agreement as is mentioned in subsection (3)) assigns a name or other designation, or a new name or other designation, to any class of its shares it shall, within 30 days after the date of doing so, deliver to the Registrar a notice in the prescribed form giving particulars thereof.

(5) If a company contravenes this section, the company and any officer of it who is in default shall be guilty of a category 4 offence.

Variation of company capital on reorganisation

91. (1) Subject to subsection (3), a company (the “relevant company”) may for any purpose (with the result that its company capital is thereby re-organised) transfer or dispose of—

(a) one or more assets;

(b) an undertaking or part of an undertaking; or

(c) a combination of assets and liabilities,

to a body corporate, on the terms that the consideration (or part of the consideration) therefor is as follows.

(2) That consideration (or part of consideration) is one comprising shares or other securities of that body corporate paid (by the allotment of them) to the members of the relevant company or of its holding company rather than to the relevant company.

(3) Subsection (2) applies whether or not the terms of the transfer or disposal referred to in subsection (1) also involve the payment of cash to the members of the relevant company or of its holding company or the relevant company.

(4) A transaction to which subsection (1) applies shall not be undertaken unless it is—

(a) approved by the relevant company by employing the Summary Approval Procedure; or

(b) approved by special resolution passed by the relevant company that is confirmed by the court under section 85 as if that resolution were providing for a reduction of the company's company capital (and the provisions of sections 84 to 87 shall apply accordingly with the necessary modifications).

(5) Where such a transaction is so approved or confirmed by order of the court under section 85 , there shall be deducted from such of the relevant company's reserves and company capital as the relevant company shall, by ordinary resolution, resolve an amount equivalent to the value (as stated in, or ascertainable from, the accounting records of the company immediately before the transfer or disposal) of the transferred or disposed asset or assets, undertaking or part of an undertaking mentioned in subsection (1).

(6) Any transaction in contravention of this section shall be voidable at the instance of the relevant company against any person (whether a party to the transaction or not) who had notice of the facts which constitute such contravention.

Notice to Registrar of certain alterations of share capital

92. (1) If a company has—

(a) consolidated and divided its share capital into shares of larger amount than its existing shares; or

(b) converted any shares into stock; or

(c) reconverted stock into shares; or

(d) subdivided its shares or any of them; or

(e) redeemed any redeemable shares; or

(f) redeemed any preference shares; or

(g) cancelled any shares, otherwise than in connection with a reduction of company capital referred to in section 84 ,

it shall, within 30 days after the date of so doing, give notice thereof to the Registrar specifying, as the case may be, the shares consolidated, divided, converted, subdivided, redeemed or cancelled, or the stock reconverted.

(2) If a company contravenes this section, the company and any officer of it who is in default shall be guilty of a category 3 offence.

Notice of increase of share capital

93. (1) This section applies to a company whose constitution states an authorised share capital.

(2) If a company, whether its shares have or have not been converted into stock, has increased its share capital above the registered capital, it shall, within 30 days after the date on which it passes the resolution increasing its share capital, give to the Registrar notice of the increase and the Registrar shall record the increase.

(3) That notice shall include such particulars as may be prescribed with respect to the classes of shares affected, and the conditions subject to which the new shares have been or are to be issued.

(4) If a company contravenes this section, the company and any officer of it who is in default shall be guilty of a category 3 offence.

CHAPTER 5

Transfer of shares

Transfer of shares and debentures

94. (1) Subject to any restrictions in the company's constitution and this section, a member may transfer all or any of his or her shares in the company by instrument in writing in any usual or common form or any other form which the directors of the company may approve.

(2) The instrument of transfer of any share shall be executed by or on behalf of the transferor, save that if the share concerned (or one or more of the shares concerned) is not fully paid, the instrument shall be executed by or on behalf of the transferor and the transferee.

(3) The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the register in respect thereof.

(4) A company shall not register a transfer of shares in or debentures of the company unless a proper instrument of transfer has been delivered to the company.

(5) Nothing in subsection (4) shall prejudice any power of the company to register as shareholder or debenture holder, any person to whom the right to any shares in, or debentures of the company, has been transmitted by operation of law.

(6) A transfer of the share or other interest of a deceased member of a company made by his or her personal representative shall, although the personal representative is not himself or herself a member of the company, be as valid as if the personal representative had been such a member at the time of the execution of the instrument of transfer.

(7) On application of the transferor of any share or interest in a company, the company shall enter in its register of members, the name of the transferee in the same manner and subject to the same conditions as if the application for the entry were made by the transferee.

(8) Save to the extent that a company's constitution regulates the execution of instruments by any particular company or other body corporate, this section is without prejudice to the Stock Transfer Act 1963 .

Restrictions on transfer

95. (1) Save where the constitution of the company provides otherwise—

(a) the directors of a company may in their absolute discretion and without assigning any reason for doing so, decline to register the transfer of any share;

(b) the directors' power to decline to register a transfer of shares (other than on account of a matter specified in subsection (2)) shall cease to be exercisable on the expiry of 2 months after the date of delivery to the company of the instrument of transfer of the share.

(2) The directors of a company may decline to register any instrument of transfer unless—

(a) a fee of €10.00 or such lesser sum as the directors may from time to time require, is paid to the company in respect of it;

(b) the instrument of transfer is accompanied by the certificate of the shares to which it relates and such other evidence as the directors may reasonably require to show the right of the transferor to make the transfer; and

(c) the instrument of transfer is in respect of one class of share only.

(3) If the directors refuse to register a transfer they shall, within 2 months after the date on which the transfer was lodged with the company, send to the transferee notice of the refusal.

(4) The registration of transfers of shares in a company may be suspended at such times and for such periods, not exceeding in the whole 30 days in each year, as the directors of the company may from time to time determine.

Transmission of shares

96. (1) Subsections (2) to (11) apply save to the extent that the company's constitution provides otherwise.

(2) In the case of the death of a member, the survivor or survivors where the deceased was a joint holder, and the personal representatives of the deceased where he or she was a sole holder, shall be the only persons recognised by the company as having any title to his or her interest in the shares.

(3) Nothing in subsection (2) shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him or her with other persons.

(4) Any person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon such evidence being produced as may from time to time properly be required by the directors of the company and subject to subsection (5), elect either—

(a) to be registered himself or herself as holder of the share; or

(b) to have some person nominated by him or her (being a person who consents to being so registered) registered as the transferee thereof.

(5) The directors of the company shall, in either of those cases, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by that member before his or her death or bankruptcy, as the case may be.

(6) If the person becoming entitled as mentioned in subsection (4)

(a) elects to be registered himself or herself, the person shall furnish to the company a notice in writing signed by him or her stating that he or she so elects; or

(b) elects to have another person registered, the person shall testify his or her election by executing to that other person a transfer of the share.

(7) All the limitations, restrictions and provisions of this Chapter relating to the right to transfer and the registration of a transfer of a share shall be applicable to a notice or transfer referred to in subsection (6) as if the death or bankruptcy of the member concerned had not occurred and the notice or transfer were a transfer signed by that member.

(8) Subject to subsections (9) and (10), a person becoming entitled to a share by reason of the death or bankruptcy of the holder shall be entitled to the same dividends and other advantages to which he or she would be entitled if he or she were the registered holder of the share.

(9) Such a person shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the company.

(10) The directors of the company may at any time serve a notice on any such person requiring the person to make the election provided for by subsection (4) and, if the person does not make that election (and proceed to do, consequent on that election, whichever of the things mentioned in subsection (6) is appropriate) within 90 days after the date of service of the notice, the directors may thereupon withhold payment of all dividends, bonuses or other moneys payable in respect of the share until the requirements of the notice have been complied with.

(11) The company may charge a fee not exceeding €10.00 on the registration of every probate, letters of administration, certificate of death, power of attorney, notice as to stock or other instrument or order.

(12) The production to a company of any document which is by law sufficient evidence of probate of the will or letters of administration of the estate of a deceased person having been granted to some person shall be accepted by the company, notwithstanding anything in its constitution, as sufficient evidence of the grant.

Transmission of shares in special circumstances (including cases of mergers)

97. (1) The Minister may prescribe procedures whereby the registration of shares in a company may be validly effected in the following cases:

(a) cases of a death of the sole member of a single-member company where that member had been the only director of the company;

(b) other cases of difficulty in effecting such registration.

(2) Without prejudice to this matter being provided for by the exercise of the Minister's powers under subsection (1) (and subject, in that eventuality, to any regulations made in pursuance thereof), nothing in section 96 prejudices the adoption of alternative procedures to those specified in that section with respect to the registering of a transfer of shares in a company held by another company that are transmitted by operation of law in consequence of a merger between those companies.

(3) Save to the extent that the constitution of the second-mentioned company in subsection (2) provides otherwise and subject—

(a) as mentioned in subsection (2); and

(b) in every case (that is to say, irrespective of what that constitution or those regulations provide), to any order made by the court in respect of the matter concerned under Part 9 ,

those alternative procedures shall be such as the directors of that second-mentioned company determine.

Certification of shares

98. (1) The certification by a company of any instrument of transfer of shares in, or debentures of, the company shall be taken as a representation by the company to any person acting on the faith of the certification that there have been produced to the company such documents as on the face of them show a prima facie title to the shares or debentures in the transferor named in the instrument of transfer, but not as a representation that the transferor has any title to the shares or debentures.

(2) Where any person acts on the faith of a false certification by a company made negligently, the company shall be under the same liability to him or her as if the certification had been made fraudulently.

(3) For the purposes of this section—

(a) an instrument of transfer shall be deemed to be certificated if it bears the words “certificate lodged” or words to the like effect;

(b) the certification of an instrument of transfer shall be deemed to be made by a company if—

(i) the person issuing the instrument is a person authorised to issue certificated instruments of transfer on the company's behalf; and

(ii) the certification is signed by a person authorised to certificate transfers on the company's behalf or by any officer or employee either of the company or of a body corporate so authorised;

(c) a certification shall be deemed to be signed by any person if—

(i) it purports to be authenticated by his or her signature or initials (whether handwritten or not); and

(ii) it is not shown that the signature or initials was or were placed there neither by himself or herself nor by any person authorised to use the signature or initials for the purpose of certificating transfers on the company's behalf.

Share certificates

99. (1) A certificate under the common seal of the company specifying any shares held by any member shall be prima facie evidence of the title of the member to the shares.

(2) A company shall, within 2 months after the date—

(a) of allotment of any of its shares or debentures; or

(b) on which a transfer of any such shares or debentures is lodged with the company,

complete and have ready for delivery the certificates of all shares and debentures allotted or, as the case may be, transferred, unless the conditions of issue of the shares or debentures otherwise provide.

(3) In subsection (2) “transfer” means a transfer that is (where appropriate) duly stamped and is otherwise valid and does not include such a transfer as the company is, for any reason, entitled to refuse to register and does not register.

(4) If any company on which a notice has been served requiring the company to make good any default in complying with the provisions of subsection (2), fails to make good the default within 10 days after the date of service of the notice, the person entitled to have the certificates or the debentures delivered to him or her may apply to the court for, and the court on such an application may grant, the following order.

(5) That order is one directing the company and any officer of the company specified in the order to make good the default within such time as may be specified in the order, and any such order may provide that all costs of and incidental to the application shall be borne by the company or by any officer of it responsible for the default.

(6) If a share certificate is defaced, lost or destroyed, it may be renewed on payment of €10.00 or such lesser sum and on such terms (if any) as to evidence and indemnity and the payment of out-of-pocket expenses of the company of investigating evidence as the directors of the company think fit.

(7) If a member of a company so requests, the member shall be entitled to receive from the company one or more certificates for one or more shares held by the member upon payment, in respect of each certificate, of €10.00 or such lesser sum as the directors of the company think fit.

(8) In respect of a share or shares in a company held jointly by several persons—

(a) the company shall not be bound to issue more than one certificate; and

(b) delivery by the company of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders.

(9) If a company contravenes subsection (2), the company and any officer of it who is in default shall be guilty of a category 4 offence.

Rectification of dealings in shares

100. (1) If—

(a) a company has created, allotted, acquired or cancelled any of its shares; and

(b) there is reason to apprehend that such shares were invalidly created, allotted, acquired or cancelled,

the court may, on the application of any of the following persons, declare that such creation, allotment, acquisition or cancellation shall be valid for all purposes if the court is satisfied that it would be just and equitable to do so.

(2) The persons who may make such an application are—

(a) the company;

(b) any holder or former holder of such shares;

(c) any member or former member or creditor of the company;

(d) the liquidator of the company.

(3) Where such a declaration is made, the shares shall from the creation, allotment, acquisition or cancellation thereof, as the case may be, be deemed to have been validly created, allotted, acquired or cancelled.

(4) The grant of relief by the court under this section shall, if the court so directs, not have the effect of relieving the company or its officers of any liability incurred under this Act.

(5) In this section “acquired”, in relation to shares, means acquired by redemption, purchase, surrender, forfeiture or other means.

Personation of shareholder: offence

101. If any person falsely and deceitfully personates any owner of any share or interest in a company and thereby—

(a) obtains or endeavours to obtain any such share or interest;

(b) receives or endeavours to receive any money due to any such owner; or

(c) votes at any meeting as if the person were the true and lawful owner,

he or she shall be guilty of a category 2 offence.

CHAPTER 6

Acquisition of own shares

Company acquiring its own shares, etc. — permissible circumstances and prohibitions

102. (1) Subject to the provisions of this Chapter, a company may acquire its own fully paid shares—

(a) by transfer or surrender to the company otherwise than for valuable consideration;

(b) by cancellation pursuant to a reduction of company capital by either of the means referred to in section 84 ;

(c) pursuant to an order of the court under section 212 ;

(d) where those shares are redeemable shares, by redemption or purchase under section 105 ;

(e) by purchase under section 105 ;

(f) where those shares are preference shares referred to in section 108 , by redemption under that section; or

(g) pursuant to a merger or division under Chapter 3 or 4 of Part 9 .

(2) Without prejudice to the powers of a company with respect to forfeiture of its own shares as provided by this Part or to accept any of its own shares surrendered in lieu for failure to pay any sum payable in respect of those shares, a company may not acquire any of its own shares otherwise than as described in the preceding subsection, but nothing in that subsection or any other provision of this section affects the lawfulness of a merger effected in accordance with Chapter 3 of Part 9 or a scheme of arrangement sanctioned under that Part.

(3) If a company purports to act in contravention of subsection (2), the company and any officer of it who is in default shall be guilty of a category 2 offence and the purported acquisition is void.

(4) Subject to section 103 , a private limited subsidiary shall not—

(a) subscribe for the shares of its parent public company; or

(b) purchase shares in its parent public company which are not fully paid.

(5) If a private limited subsidiary purports to act in contravention of subsection (4)(a), that subsidiary and any officer of it who is in default shall be guilty of a category 2 offence and the purported subscription is void.

(6) Where shares in a parent public company are subscribed for by a nominee of a private limited subsidiary, then for all purposes the shares shall be treated as held by the nominee on his or her own account and the private limited subsidiary shall be regarded as having no beneficial interest in them, and the provisions of section 104 shall, with any necessary modifications, apply.

(7) Without prejudice to any other requirements contained in or penalties imposed by this Act, where a private limited subsidiary purchases, subscribes for or holds shares in its parent public company, and—

(a) in the case of a purchase, the shares were not fully paid when they were purchased; or

(b) the authorisation required by section 114 (3) has not been obtained; or

(c) by virtue of their being treated (under subsection (2) of section 109 ) as shares held as treasury shares by the parent public company for the purposes of the limit provided by subsection (1) of that section, that limit is exceeded by the parent public company; or

(d) the purchase or subscription was in contravention of section 82 (7),

then, unless the shares or any interest of the private limited subsidiary in them are previously disposed of, the provisions of sections 1040 and 1041 shall apply to the private limited subsidiary in respect of such shares, with the modification that the “relevant period” (as that expression is used in those sections) in relation to any shares shall be 12 months and with any other necessary modifications.

Supplemental provisions in relation to section 102

103. (1) Section 102 shall not affect or prohibit—

(a) subject to subsection (2), the subscription for, acquisition or holding of shares in its parent public company by a private limited subsidiary where the private limited subsidiary is concerned as personal representative or where it is concerned as trustee;

(b) without prejudice to subsection (3), the allotment to, or holding by, a private limited subsidiary of shares in its parent public company in the circumstances set out in section 113 (6);

(c) the subscription, acquisition or holding of shares in its parent public company by a private limited subsidiary where the subscription, acquisition or holding is effected on behalf of a person other than the person subscribing, acquiring or holding the shares, who is neither the parent public company itself nor a subsidiary of that parent public company; or

(d) the subscription, acquisition or holding of shares in its parent public company by a private limited subsidiary which is a member of an authorised market operator acting in its capacity as a professional dealer in securities in the normal course of its business.

(2) The restriction on the application of section 102 by subsection (1)(a) does not have effect (in the case of a trust) if the parent public company or a subsidiary of it is beneficially interested under the trust and is not so interested only by way of security for the purposes of a transaction entered into by it in the ordinary course of a business which includes the lending of money.

(3) Where shares in a parent public company—

(a) are allotted to, or held by, a private limited subsidiary as mentioned in subsection (1)(b); and

(b) by virtue of their being treated (under subsection (2) of section 109 ) as shares held as treasury shares by the parent public company for the purposes of the limit provided by subsection (1) of that section, that limit is exceeded by the parent public company,

then, unless the shares or any interest of the private limited subsidiary in them are previously disposed of, the provisions of sections 1040 and 1041 shall apply to the private limited subsidiary in respect of such shares, with the modification that the “relevant period” (as that expression is used in those sections) in relation to any shares shall be 3 years and with any other necessary modifications.

Shares of a company held by a nominee of a company

104. (1) Subject to subsection (5), where shares in a company are issued to a nominee of the company or are acquired by a nominee of the company from a third party as partly paid up, then for all purposes the shares shall be treated as held by the nominee on his or her own account and the company shall be regarded as having no beneficial interest in them.

(2) If a person is called on to pay any amount for the purpose of paying up, or paying any premium on, any shares in a company which were issued to him or her, or which he or she otherwise acquired, as the nominee of the company and he or she fails to pay that amount within 21 days after the date on which he or she is called on to do so, then—

(a) if the shares were issued to him or her as a subscriber to the constitution by virtue of an undertaking of his or hers in the constitution, the other subscribers, if any, to the constitution; or

(b) if the shares were otherwise issued to or acquired by him or her, the directors of the company at the time of the issue or acquisition,

shall be jointly and severally liable with him or her to pay that amount.

(3) If in proceedings for the recovery of any such amount from any such subscriber or director under this section, it appears to the court that he or she is or may be liable to pay that amount, but that he or she has acted honestly and reasonably and that, having regard to all the circumstances of the case, he or she ought fairly to be excused from liability, the court may relieve him or her, either wholly or partly, from his or her liability on such terms as the court thinks fit.

(4) Where any such subscriber or director has reason to apprehend that a claim will or might be made for the recovery of any such amount from him or her, he or she may apply to the court for relief and on the application the court shall have the same power to relieve him or her as it would have had in proceedings for the recovery of that amount.

(5) Subsections (1) and (2) shall not apply—

(a) to shares acquired by a nominee of a company where the company has no beneficial interest in those shares (disregarding any right which the company itself may have as trustee, whether as personal representative or otherwise, to recover its expenses or be remunerated out of the trust property); or

(b) to shares issued in consequence of an application made for them before 13 October 1983 or transferred in pursuance of an agreement to acquire them made before that date.

Acquisition of own shares

105. (1) A company may acquire its own shares by purchase, or in the case of redeemable shares, by redemption or purchase.

(2) Any such acquisition is subject to payment in respect of the shares' acquisition being made out of—

(a) profits available for distribution; or

(b) where the company proposes to cancel, pursuant to section 106 , shares on their acquisition, the proceeds of a fresh issue of shares made for the purposes of the acquisition, but subject to the restriction contained in subsection (3) as respects such proceeds being used to pay a premium there referred to.

(3) Where the shares being acquired were issued at a premium, some or all of the premium payable on their acquisition (being an acquisition to which subsection (2)(b) applies) may be paid out of the proceeds of a fresh issue of shares made for the purposes of the acquisition, up to an amount equal to—

(a) the aggregate of the premiums received by the company on the issue of the shares acquired; or

(b) the current amount of the company's undenominated capital (including any sum transferred to its share premium account in respect of premiums on the new shares),

whichever is less, and in any such case the amount of the company's share premium account or other undenominated capital shall be reduced by a sum corresponding (or by sums in the aggregate corresponding) to the amount of any payment made by virtue of this subsection out of the proceeds of the issue of the new shares.

(4) Subject to this Part, the acquisition by a company of its own shares shall be authorised by—

(a) the constitution of the company;

(b) the rights attaching to the shares in question; or

(c) a special resolution.

(5) A special resolution under subsection (4) shall not be effective for the purposes of this section if any member of the company holding shares to which the resolution relates exercises the voting rights carried by any of those shares in voting on the resolution and the resolution would not have been passed if he or she had not done so.

(6) With respect to subsection (4) and the matter of passing a special resolution for the purpose thereof by the written means provided for under this Act—

(a) the procedure under section 193 (unanimous written resolutions) is not available for that purpose;

(b) if a resolution referred to in section 194 (majority written resolutions) for the purpose of subsection (4) is signed by a member of the company who holds shares to which the resolution relates, then, in determining whether the requirement under section 194 (4)(a)(ii) — that the resolution be signed by the requisite majority — has been fulfilled, no account shall be taken of the percentage of voting rights conferred by the foregoing shares of that member.

(7) Notwithstanding anything contained in section 189 or in the company's constitution, any member holding one or more shares in the company conferring the right to vote at the meeting concerned may demand a poll on a special resolution under subsection(4).

(8) Where a purchase of shares is proposed to be authorised by special resolution—

(a) the proposed contract of purchase or, if the contract is not in writing, a written memorandum of its terms shall be furnished to the members of the company on request or made available for inspection by the members at the registered office of the company from the date of the notice of the meeting at which the resolution is to be proposed and at the meeting itself;

(b) any memorandum of the terms of the contract of purchase made available for the purposes of paragraph (a) shall include the names of any members holding shares to which the contract relates, and any copy of the contract made available for those purposes shall have annexed to it a written memorandum specifying any such names which do not appear in the contract itself.

(9) With respect to the proposed authorisation of a purchase of shares by a resolution referred to in section 194 , the requirements of subsection (8) shall also apply but with the modification that in paragraph (a) of that subsection “during the period of 21 days before the date of the signing of the resolution by the last member to sign” shall be substituted for “from the date of the notice of the meeting at which the resolution is to be proposed and at the meeting itself”.

(10) A company may agree to a variation of an existing contract of purchase authorised pursuant to a special resolution under this section only if the variation is authorised by special resolution of the company before it is agreed to, and subsections (5) to (9) shall apply in relation to that authority, save that a copy or memorandum (as the case may require) of the existing contract shall also be available for inspection in accordance with subsection (8).

(11) A company shall only make a purchase of its own shares in pursuance of an option if the terms of the option have been authorised by a special resolution of the company in accordance with subsections (5) to (9) and, for the purposes of this subsection, subsection (8) shall have effect as if the references in it to the contract of purchase were references to the contract under which the option arises.

(12) In subsection (11) “option” means an entitlement of the company, or an obligation on the part of the company, to purchase any of its shares that may arise under a contract entered into, being a contract that does not amount to a contract to purchase those shares.

Supplemental provisions in relation to section 105

106. (1) Shares acquired by a company under section 105 , or otherwise acquired by it under section 102 (1)(a), shall be cancelled or held by it (as “treasury shares”).

(2) Where a company—

(a) has acquired, under section 105 , shares and cancelled them; or

(b) is about to so acquire shares and cancel them upon their acquisition,

it shall have power to issue shares up to the nominal amount of the shares so acquired, or to be so acquired, as if those shares had never been issued.

(3) No cancellation of shares under subsection (1) shall be taken as reducing the amount of the company's authorised share capital (if any).

(4) Where the shares are—

(a) under section 105 , acquired wholly out of the profits available for distribution; or

(b) under section 105 , acquired wholly or partly out of the proceeds of a fresh issue and the aggregate amount of those proceeds (disregarding any part of those proceeds used to pay any premium on the acquisition) is less than the aggregate nominal value of the shares acquired (the “aggregable difference”),

then a sum equal to, in the case of paragraph (a), the nominal value of the shares acquired and, in the case of paragraph (b), the aggregable difference shall be transferred to undenominated capital of the company, other than its share premium account.

(5) The amount by which the consideration paid for the acquisition of redeemable preference shares allotted before 1 February 1990 exceeds the consideration received by the company on the issue of those shares may be paid from undenominated capital.

(6) Section 105 shall not apply to the redemption of preference shares referred to in section 108 and no such shares may be the subject of purchase under section 105 .

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

107. (1) Any purported assignment of the rights of a company under any contract authorised under section 105 shall be void.

(2) Nothing in subsection (1) shall prevent a company from releasing its right under any contract authorised under section 105 provided that the release has been authorised by special resolution of the company before the release is entered into, and any such purported release by a company which has not been authorised in that manner shall be void.

(3) Subsections (5) to (9) of section 105 shall apply to a resolution under subsection (2) and, for the purposes of this subsection, subsection (8) of section 105 shall have effect as if the references in it to the contract of purchase were references to the release concerned.

Power to redeem preference shares issued before 5 May 1959

108. (1) Subject to the provisions of this section, a company may, if so authorised by its constitution, redeem any preference shares issued by it before 5 May 1959 provided that—

(a) no such shares shall be redeemed except out of profits of the company which would otherwise be available for distribution or out of the proceeds of a fresh issue of shares made for the purposes of the redemption;

(b) no such shares shall be redeemed at a sum greater than the issue price of such shares;

(c) the redemption of such shares and the terms and the manner of the redemption shall have been authorised by a special resolution of the company;

(d) notice of the meeting at which the special resolution referred to in paragraph (c) is to be proposed and a copy of that resolution shall be published in Iris Oifigiúil and in at least one daily newspaper circulating in the district in which the registered office of the company is situated not less than 14 days and not more than 30 days before the date of the meeting;

(e) no holder of such shares shall be obliged to accept redemption of them;

(f) the redemption shall have been sanctioned by the court.

(2) The powers conferred by this section may be availed of only by means of an offer made to all the holders of the preference shares concerned.