Investment Funds, Companies and Miscellaneous Provisions Act 2006

PART 2

Amendments of Companies Acts

Statutory declarations for purposes of Companies Acts.

6.— (1) A statutory declaration made in a place outside the State (in pursuance of or for the purposes of the Companies Acts) shall be regarded as having been validly made (in pursuance of those Acts or for the purposes of them) if it is made in such a place before—

(a) a person entitled under the Solicitors Act 1954 to practise as a solicitor in the State, or

(b) a person authorised, under the law of that place, to administer oaths in that place and subsection (3), (4) or (5), as the case may be, is complied with.

(2) Subsection (1) is—

(a) without prejudice to the circumstances set out in the Statutory Declarations Act 1938 in which a statutory declaration may be made, and

(b) in addition to, and not in substitution for, the circumstances provided under the Diplomatic and Consular Officers (Provision of Services) Act 1993 or any other enactment in which a statutory declaration made by a person in a place outside the State is regarded as a statutory declaration validly made (whether for purposes generally or any specific purpose).

(3) In cases falling within subsection (1)(b) and unless subsection (4) or (5) applies, the signature of the person making the declaration (the “declarer”) and, to the extent that that law requires either or both of the following to be authenticated:

(a) the capacity in which the declarer has acted in making that declaration,

(b) the seal or stamp of the person who has administered the oath to the declarer,

shall be authenticated in accordance with the law of the place referred to in subsection (1)(b).

(4) If the place referred to in subsection (1)(b) is situate in a state that is a contracting party to the EC Convention, then (unless that Convention does not extend to that particular place) the provisions of that Convention with regard to authentication shall apply in relation to the statutory declaration concerned, including the procedures for verification of any matter in circumstances where serious doubts, with good reason, arise in respect of that matter.

(5) If the place referred to in subsection (1)(b) is situate in a state that is a contracting party to the Hague Convention but is not a contracting party to the EC Convention, then (unless the Hague Convention does not extend to that particular place) the provisions of the Hague Convention with regard to authentication shall apply in relation to the statutory declaration concerned, including the procedures for verification of any matter in circumstances where serious doubts, with good reason, arise in respect of that matter.

(6) The registrar of companies may, before receiving any statutory declaration purporting to be made in pursuance of, or for the purposes of, the Companies Acts, being a declaration—

(a) falling within subsection (1)(b), and

(b) to which neither the provisions of the EC Convention nor the Hague Convention apply as regards the authentication of it,

require such proof, as he or she considers appropriate, of any particular requirements of the law referred to in subsection (3).

(7) A statutory declaration made before the passing of this Act—

(a) in a place outside the State,

(b) before—

(i) if the place is not a place in England and Wales, Northern Ireland or Scotland, a person authorised, under the law of that place, to administer oaths or a person entitled under the Solicitors Act 1954 to practise as a solicitor in the State, or

(ii) if the place is a place in England and Wales, Northern Ireland or Scotland—

(I) a person entitled under the law of England and Wales, Northern Ireland or Scotland, as the case may be, to practise as a solicitor in England and Wales, Northern Ireland or Scotland, as the case may be, or to administer oaths there, or

(II) a person entitled under the Solicitors Act 1954 to practise as a solicitor in the State,

and

(c) purporting to be made in pursuance of, or for the purposes of, the Companies Acts,

shall, if the declaration was delivered to the registrar of companies before that passing, be valid and deemed always to have been valid notwithstanding anything in the Diplomatic and Consular Officers (Provision of Services) Act 1993 or any other enactment and anything done on foot of that declaration’s delivery to the registrar, including any subsequent registration of that declaration by the registrar, shall be valid and be deemed always to have been valid notwithstanding anything in that Act or any other enactment.

(8) Nothing in subsection (7) affects any proceedings commenced before the passing of this Act.

(9) In this section—

“EC Convention” means the Convention Abolishing the Legalisation of Documents in the Member States of the European Communities of 25 May 1987;

“ Hague Convention ” means the Convention Abolishing the Requirement of Legalisation for Foreign Public Documents done at the Hague on 5 October 1961;

“statutory declaration”, in addition to the meaning assigned to it by the Interpretation Act 2005 , means a declaration that conforms with the requirements of the Statutory Declarations Act 1938 , save for any requirements contained in section 1 of that Act, or any other provision of it, expressly or impliedly limiting the class of persons who may take and receive a declaration or the places in which a declaration may be received or taken.