Companies Act 2014
| ||
Number 38 of 2014 | ||
COMPANIES ACT 2014 | ||
CONTENTS | ||
Section | ||
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 | ||
16. Extension of transition period in the event of difficulties | ||
18. Company to carry on activity in the State and prohibition of certain activities | ||
23. Additional statement to be furnished in certain circumstances | ||
36. Revocation of the authorisation of an electronic filing agent | ||
53. Enforcement of orders and judgments against companies and their officers | ||
55. Status of existing private companies at end of transition period: general principle | ||
57. Relief where company does not re-register as a designated activity company | ||
60. Preparation, registration, etc. of new constitution by directors | ||
63. Procedure for re-registration as designated activity company under this Chapter | ||
70. Supplemental and additional provisions as regards allotments | ||
73. Restriction of section 71(5) in the case of group reconstructions | ||
74. Supplementary provisions in relation to sections 72 and 73 | ||
76. Treatment of premiums paid on shares issued before a certain date | ||
79. Further provisions about calls (different times and amounts of calls) | ||
88. Variation of rights attached to special classes of shares | ||
92. Notice to Registrar of certain alterations of share capital | ||
97. Transmission of shares in special circumstances (including cases of mergers) | ||
102. Company acquiring its own shares, etc. — permissible circumstances and prohibitions | ||
107. Assignment or release of company's right to purchase own shares | ||
108. Power to redeem preference shares issued before 5 May 1959 | ||
110. Incidental payments with respect to acquisition of own shares | ||
115. Civil liability for improper purchase in holding company | ||
123. Meaning of “distribution”, “capitalisation”, etc., and supplemental provisions | ||
124. Procedures for declarations, payments, etc., of dividends and other things | ||
130. Prohibition of body corporate or unincorporated body of persons being director | ||
134. Performance of acts by person in dual capacity as director and secretary not permitted | ||
138. Supplemental provisions concerning bond referred to in section 137 (2) | ||
139. Notification requirement as regards non-residency of director | ||
141. Provisions for determining whether director resident in State | ||
143. Sanctions for contravention of section 142 and supplemental provisions | ||
147. Compensation for wrongful termination, other powers of removal not affected by section 146 | ||
150. Supplemental provisions (including offences) in relation to section 149 | ||
151. Particulars to be shown on all business letters of company | ||
157. Sections 158 to 165 to apply save where constitution provides otherwise | ||
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 | ||
172. Consequences of failure to comply with requirements as to register owing to agent's default | ||
185. Representation of bodies corporate at meetings of companies | ||
191. Resolutions — ordinary resolutions, special resolutions, etc., — meaning | ||
196. Single-member companies — absence of need to hold general meetings, etc. | ||
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 | ||
Inspection of registers, provision of copies of information in them and service of notices | ||
216. Where registers and other documents to be kept, right to inspect them, etc. | ||
General duties of directors and secretaries and liabilities of them and other officers | ||
227. Fiduciary duties of directors — provisions introductory to section 228 | ||
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 | ||
234. Anticipated claim: similar power of relief as under section 233 | ||
235. Any provision exempting officers of company from liability void (subject to exceptions) | ||
Evidential provisions with respect to loans, other transactions, etc., between company and directors | ||
236. Loans, etc., by company to directors: evidential provisions | ||
238. Substantial transactions in respect of non-cash assets and involving directors, etc. | ||
239. Prohibition of loans, etc., to directors and connected persons | ||
242. Availability of Summary Approval Procedure to permit loans, etc. | ||
246. Transaction or arrangement in breach of section 239 voidable at instance of company | ||
249. Contracts of employment of directors — control by members over guaranteed periods of employment | ||
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 | ||
264. Application of sections 261 to 263 and exceptions to them | ||
265. Mode of notification by directors and secretaries under this Chapter | ||
272. What this Part contains and use of prefixes — “Companies Act” and “IFRS” | ||
274. Interpretation (Part 6): provisions relating to financial statements | ||
275. Interpretation (Part 6): other definitions and construction provisions | ||
278. Accounting standards generally — power of Minister to specify | ||
279. US accounting standards may, in limited cases, be availed of for particular transitional period | ||
289. Statutory financial statements to give true and fair view | ||
290. Obligation to prepare entity financial statements under relevant financial reporting framework | ||
293. Obligation to prepare group financial statements under relevant financial reporting framework | ||
298. Application of section 297 in certain circumstances and cessation of exemption | ||
303. Subsidiary undertakings included in the group financial statements | ||
304. Treatment of entity profit and loss account where group financial statements prepared | ||
309. Other arrangements and transactions in which the directors, etc., have material interest | ||
Disclosure required in notes to financial statements of other matters | ||
315. Information on related undertakings: exemption from disclosures | ||
318. Details of authorised share capital, allotted share capital and movements | ||
322. Disclosure of remuneration for audit, audit-related and non-audit work | ||
323. Information on arrangements not included in balance sheet | ||
324. Approval and signing of statutory financial statements by board of directors | ||
325. Obligation to prepare directors' report for every financial year | ||
328. Directors' report: acquisition or disposal of own shares | ||
330. Directors' report: statement on relevant audit information | ||
331. Directors' report: copy to be included of any notice issued under certain banking legislation | ||
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 | ||
336. Statutory auditors' report on 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 | ||
344. Special provision for annual return delivered in a particular form | ||
348. Documents to be annexed to annual returns: certain cases | ||
349. First annual return: exception from requirement to annex statutory financial statements | ||
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 | ||
356. Special report of the statutory auditors on abridged financial statements | ||
358. Main conditions for audit exemption — non-group situation | ||
361. Audit exemption not available where notice under section 334 served | ||
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 | ||
366. Voluntary revision of defective statutory financial statements | ||
367. Content of revised financial statements or revised 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 | ||
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 | ||
378. Application of this Chapter in cases where audit exemption available, etc. | ||
384. Appointment of statutory auditors by directors in other cases, etc. | ||
387. Right to information and explanations concerning company | ||
388. Right to information and explanations concerning subsidiary undertakings | ||
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 | ||
396. Extended notice requirement in cases of certain appointments, removals, etc., of auditors | ||
401. Resignation of statutory auditor: requisition of general meeting | ||
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 | ||
406. False statements in returns, financial statements, etc. | ||
407. Transitional provision — companies accounting by reference to Sixth Schedule to Act of 1963 | ||
411. Duty of company to register charges existing on property acquired | ||
416. Entries of satisfaction and release of property from charge | ||
417. Extension of time for registration of charges and rectification of register | ||
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 | ||
425. Saving of rights of certain mortgagees in case of re-issued debentures | ||
426. Specific performance of contracts to subscribe for debentures | ||
Prohibition on registration of certain matters affecting shareholders or debentureholders | ||
427. Registration against company of certain matters prohibited | ||
428. Appointment of receiver under powers contained in instrument: construction of such reference | ||
430. Information to be given when receiver is appointed in certain circumstance | ||
432. Consequences of contravention of section 430(1)(b) or 431 | ||
436. Notice to Registrar of appointment of receiver, and of receiver ceasing to act | ||
439. Duty of receiver selling property to get best price reasonably obtainable, etc. | ||
440. Preferential payments when receiver is appointed under floating charge | ||
443. Power of court to order the return of assets improperly transferred | ||
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 | ||
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 | ||
455. Provisions to facilitate reconstruction and amalgamation of companies | ||
458. Additional requirement to be satisfied, in certain cases, for right to buy out 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 | ||
474. Electronic means of making certain information available for purposes of section 473 | ||
484. Criminal liability for untrue statements in merger documents | ||
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 | ||
497. Electronic means of making certain information available for purposes of section 496 | ||
505. Registration and publication of confirmation of division | ||
507. Criminal liability for untrue statements in division documents | ||
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) | ||
520. Effect of petition to appoint examiner on creditors and others | ||
522. Effect on receiver or provisional liquidator of order appointing examiner | ||
523. Disapplication of section 440 to receivers in certain circumstances | ||
532. General provisions as to examiners — resignation, filling of vacancy, etc. | ||
Liability of third parties for debts of a company in examination | ||
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 | ||
552. Cessation of protection of company and termination of appointment of examiner | ||
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 | ||
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 | ||
566. Court may have regard to wishes of creditors or contributories | ||
567. Application of certain provisions to companies not in liquidation | ||
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 | ||
579. Procedure for and commencement of members' voluntary winding up | ||
582. Protections and remedies for creditors in cases where declaration of solvency made | ||
586. Resolution for and commencement of creditors' 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 | ||
598. Other circumstances in which floating charge is invalid | ||
599. Related company may be required to contribute to debts of company being wound up | ||
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 | ||
604. Unfair preference: effect of winding up on antecedent and other transactions | ||
605. Liabilities and rights of persons who have been unfairly preferred | ||
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 | ||
612. Power of court to assess damages against certain persons | ||
613. Directors of holding company: power of court to assess damages against them | ||
615. Disclaimer of onerous property in case of company being wound up | ||
616. Rescission of certain contracts and provisions supplemental to section 615 | ||
619. Application of bankruptcy rules in winding up of insolvent companies | ||
623. Unclaimed dividends and balances to be paid into a particular account | ||
624. Duty of liquidator to administer, distribute, etc., property of company | ||
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 | ||
633. Qualifications for appointment as liquidator or provisional liquidator — general | ||
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 | ||
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 | ||
655. Liability as contributories of past and present members | ||
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 | ||
665. Winding up of company that had been an unlimited company before re-registration | ||
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 | ||
669. Power to annul order for winding up or to stay winding up | ||
672. Order for payment or delivery of property against person examined under section 671 | ||
685. Resolutions passed at adjourned meetings of creditors and contributories | ||
687. Liquidator may have regard to wishes of creditors and contributories | ||
General rules as to meetings of members, contributories and creditors of a company in liquidation | ||
690. Provisions as to meetings of creditors, contributories and members generally | ||
696. Registration of resolutions of creditors, contributories and members | ||
702. Supplemental provisions in relation to section 701: time for lodging proxies, etc. | ||
703. Representation of bodies corporate at meetings held during winding up | ||
705. Final meeting and dissolution in members' voluntary winding up | ||
706. Final meeting and dissolution in creditors' voluntary winding up | ||
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 | ||
721. Other frauds by officers of companies which have gone into liquidation: offence | ||
723. Prosecution of offences committed by officers and members of company | ||
727. Registrar's notice to company of intention to strike it off register | ||
730. Public notice of intention to strike company off register | ||
733. Striking off (involuntary and voluntary cases) and dissolution | ||
739. Requirements for application to court under section 738 | ||
741. Court order for restoration on application of Registrar | ||
744. Transitional provision for companies struck off register before commencement of this Chapter | ||
745. Disclosure of information by Revenue Commissioners to Registrar | ||
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 | ||
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 | ||
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) | ||
760. Court may make order after considering inspectors' report | ||
761. Director may present petition for winding up following consideration of report | ||
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 | ||
767. Director's power to require information as to persons interested in shares or debentures | ||
769. Director may lift restrictions imposed on shares under section 768 | ||
771. Court may lift restrictions imposed on shares under section 768 | ||
774. Proceeds of sale following court ordered sale of shares | ||
776. Offences in relation to shares that are subject to restrictions | ||
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 | ||
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 | ||
788. Supplemental provisions in relation to section 787(3) to (5) | ||
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 | ||
798. Court may restrain directors and others from removing assets | ||
804. Interests in shares and debentures for purposes of section 803: general | ||
806. Share acquisition agreements — attribution of interests held by other parties | ||
809. Supplemental power of court in relation to a share acquisition agreement | ||
810. Court may grant exemption from requirements of disclosure order | ||
814. Court may impose restrictions on publication of information provided | ||
815. Right or interest in shares or debentures unenforceable by person in default | ||
817. Dealing by agent in shares or debentures subject to disclosure order | ||
821. Liquidator shall inform court of jeopardy to other company or its creditors | ||
822. Court may grant restricted person relief from restrictions | ||
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 | ||
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 | ||
836. Personal liability for debts of company subject to restriction | ||
839. Automatic disqualification on conviction of certain indictable offences | ||
841. Default under section 23 or 150(2) by director disqualified under law of another state | ||
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 | ||
847. Court may grant relief to person subject to disqualification order | ||
848. Disqualification of restricted person following subsequent winding up | ||
855. Offence of contravening disqualification order or restriction | ||
857. Period of disqualification following conviction of offence under this Chapter | ||
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 | ||
866. District court district within which summary proceedings may be brought | ||
867. Period within which summary proceedings may be commenced | ||
874. Special provisions applying where default in delivery of documents to Registrar | ||
Provision for enforcement of section 27(1) and additional general offences | ||
875. Civil enforcement of prohibition on trading under misleading name | ||
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 | ||
885. Saving for privileged communications in context of requirements under section 724 | ||
FUNCTIONS OF REGISTRAR AND OF REGULATORY AND ADVISORY BODIES | ||
887. Registration office, “register”, officers and CRO Gazette | ||
888. Authentication of documents other than by signing or sealing them | ||
891. Inspection and production of documents kept by Registrar | ||
893. Certificate by Registrar admissible as evidence of facts stated | ||
895. Registrar may apply system of information classification | ||
897. Delivery of documents in electronic form may be made mandatory | ||
899. Supplementary and clarificatory provisions for section 898 | ||
908. Supplementary provisions in relation to board of directors | ||
909. Chief executive officer (including provision of transitional nature) | ||
912. Specification in annual programme of expenditure of amounts for reserve fund | ||
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 | ||
922. Employees (including provision of a transitional nature) | ||
924. Effect of breach of director's obligations in relation to material interest | ||
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 | ||
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 | ||
951. Secondment to Director's office of member of Garda SÃochána | ||
953. Liability of Director or officer for acts and omissions | ||
976. Restriction of section 32(1) in relation to a DAC limited by guarantee | ||
978. Power to alter provisions in memorandum which could have been contained in articles | ||
979. Status of 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 | ||
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. | ||
991. Non-application of Part 6 to DACs that are credit institutions or insurance undertakings | ||
993. Modification of definition of “IAS Regulation” in the Case of DACs | ||
996. Exemption from filing with Registrar financial statements, etc. | ||
Public offers of securities, prevention of market abuse, etc. | ||
1001. Investment company to be a PLC but non-application of this Part to that company type | ||
1016. Power to alter provisions in memorandum which could have been contained in articles | ||
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 | ||
1028. Expert's report on non-cash consideration before allotment of shares | ||
1030. Expert's report: supplemental provisions in relation to section 1028 | ||
1034. Expert's report on non-cash assets acquired from subscribers, etc. | ||
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 | ||
1043. Application of certain provisions of section 82(6) in relation to PLCs | ||
1044. Variation of rights attached to special classes of shares | ||
Interests in shares: disclosure of individual and group acquisitions | ||
1048. Duty of disclosure — first class of case in which duty arises | ||
1050. Duty of disclosure — second class of case in which duty arises | ||
1051. “Percentage level” in relation to notifiable interests | ||
1056. Duties of disclosure arising in consequence of section 1055 | ||
1057. Duty of persons acting together to keep each other informed | ||
1059. Interest in shares that are notifiable interests for purposes of Chapter | ||
1069. Where register to be kept, inspection of register, inspection of reports, etc. | ||
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” | ||
1076. Assignment or release of company's right to purchase own shares | ||
1077. Relationship of certain acquisition provisions to those in PART 3 | ||
1080. Duty of PLC to publish particulars of overseas market purchase | ||
1083. Relevant financial statements in the case of distribution by PLC | ||
1084. Limitation on reduction by a PLC of its company capital | ||
1086. Power to make regulations for the transfer of securities | ||
1089. PLC, with 2 or more members, may not dispense with holding of a.g.m. | ||
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 | ||
1109. Traded PLC may permit vote to be cast in advance by correspondence | ||
1111. Obligation to convene extraordinary general meeting in event of serious loss of capital | ||
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 | ||
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 | ||
1123. Acquisitions of uncertificated securities from dissenting shareholders | ||
1125. Reinstatement as PLC confined to company which had such status before dissolution | ||
1129. Mergers to which Chapter applies — definitions and supplementary provision | ||
1130. Merger may not be put into effect save in accordance with this Chapter | ||
1138. Electronic means of making certain information available for purposes of section 1137 | ||
1146. Registration and publication of confirmation of merger | ||
1148. Criminal liability for untrue statements in merger documents | ||
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 | ||
1160. Electronic means of making certain information available for purposes of section 1159 | ||
1168. Registration and publication of confirmation of division | ||
1170. Criminal liability for untrue statements in division documents | ||
Public offers of securities, prevention of market abuse, etc. | ||
1181. Prohibition on certain provisions in constitution, etc. and issuing of shares | ||
1188. Power to alter provisions in memorandum which could have been contained in articles | ||
1190. Transitional provision — use of “limited” or “teoranta” by existing guarantee company | ||
1191. Limitation on offers by CLGs of securities to the public | ||
1202. CLG, with 2 or more members, may not dispense with holding of a.g.m. | ||
1203. Convening of extraordinary general meeting on requisition | ||
1211. Non-application of Part 6 to CLGs that are credit institutions or insurance undertakings | ||
1213. Modification of definition of “IAS Regulation” in the case of CLGs | ||
1216. Disclosure of membership changes in CLG's financial statements | ||
1220. Exemption from filing with Registrar financial statements, etc. | ||
Public offers of securities, prevention of market abuse, etc. | ||
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 | ||
1240. Capacity not limited by the constitution of an unlimited company | ||
1245. Power to alter provisions in memorandum which could have been contained in articles | ||
1249. Authority to allot and pre-emption rights in the case of a PUC | ||
1250. Variation of rights attached to special classes of shares | ||
1255. Making of distributions unrestricted in the case of unlimited companies | ||
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 | ||
1267. Modification of definition of “IAS regulation” in the case of PUCs and PULCs | ||
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 | ||
1277. Documents to be annexed to annual return of non-designated ULC | ||
1278. Liability as contributories of past and present members | ||
1282. Application of Chapters 1, 2 and 4 of Part 23 to PUCs and PULCs | ||
1288. Re-registration upon reduction of company capital of a PLC | ||
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 | ||
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 | ||
1301. Application to external companies of certain provisions of Parts 1 to 14 | ||
Disclosure in certain business documents and translation of documents | ||
1312. Application of certain provisions of Act to unregistered companies | ||
1313. Minister's power to make regulations in relation to Schedule 14 | ||
Registration of certain bodies (other than joint stock companies) as companies | ||
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 | ||
1326. Chapter 3 — construction of expression “unregistered company” | ||
1329. Cases in which unregistered company shall be deemed to be unable to pay its debts | ||
1334. Application of Act to companies registered but not formed under former Companies Acts | ||
1336. Provisions as to companies registered under Joint Stock Companies Acts | ||
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 | ||
1345. Power to substitute memorandum and articles for deed of settlement | ||
1351. Restriction of liability where non-equity securities solely involved | ||
1353. Expert's consent to issue of prospectus containing statement by him or her | ||
1356. Penalties on conviction on indictment and defences in respect of certain offences | ||
1357. Untrue statements and omissions in prospectus: criminal liability | ||
1360. Further supplemental provisions in relation to section 1358: effect of irregular allotment | ||
1368. Conviction on indictment of offences under Irish market abuse law: penalties | ||
1369. Civil liability for certain breaches of Irish market abuse law | ||
1371. Application of Irish market abuse law to certain markets | ||
1373. Corporate governance statement in the case of 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 | ||
Transparency requirements regarding issuers of securities admitted to trading on certain markets | ||
1382. Conviction on indictment of offences under transparency (regulated markets) law | ||
1384. Application of transparency (regulated markets) law to certain markets | ||
1397. Default of investment company or failure in performance of its investments | ||
1402. Circumstances in which company may be wound up by the court | ||
Public offers of securities, prevention of market abuse, etc. | ||
1404. Application of Chapters 1, 2 and 4 of Part 23 to investment companies | ||
1407. Further matters respecting an umbrella fund to which section 1405(1) applies | ||
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 | ||
1417. Recognition of winding up orders of non-European Union states and Denmark | ||
1419. Registration of judgments given in insolvency proceedings | ||
1420. Publication in relation to insolvency proceedings outside State | ||
1424. Currency of payments under enforceable insolvency judgments | ||
1427. Language of claims in relation to insolvency proceedings outside State | ||
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 | ||
1436. Prohibition of banking partnership with more than 10 members | ||
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 | ||
1442. Certain captive insurers and re-insurers: exemption from requirement to have audit committee | ||
1443. Assurance company holding shares in its holding company | ||
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 | ||
ACCOUNTING PRINCIPLES, FORM AND CONTENT OF ENTITY FINANCIAL STATEMENTS | ||
INFORMATION REQUIRED BY WAY OF NOTES TO FINANCIAL STATEMENTS | ||
SPECIAL PROVISIONS WHERE A COMPANY IS A HOLDING COMPANY OR SUBSIDIARY UNDERTAKING | ||
ACCOUNTING PRINCIPLES, FORM AND CONTENT OF GROUP FINANCIAL STATEMENTS | ||
INFORMATION REQUIRED BY WAY OF NOTES TO GROUP FINANCIAL STATEMENTS | ||
FORM OF CONSTITUTION OF DESIGNATED ACTIVITY COMPANY LIMITED BY SHARES | ||
FORM OF CONSTITUTION OF DESIGNATED ACTIVITY COMPANY LIMITED BY GUARANTEE | ||
FORM OF CONSTITUTION OF PRIVATE UNLIMITED COMPANY HAVING A SHARE CAPITAL | ||
FORM OF CONSTITUTION OF PUBLIC UNLIMITED COMPANY HAVING A SHARE CAPITAL | ||
FORM OF CONSTITUTION OF PUBLIC UNLIMITED COMPANY NOT HAVING A SHARE CAPITAL | ||
REPEALS AND REVOCATION IN RELATION TO UNREGISTERED COMPANIES | ||
|
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 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 | ||
Companies (Amendment) Act 1977 (No. 31) | ||
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 (Consolidation) Act 1908 (8 Edw. 7 c. 69) | ||
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) | ||
Exchange Control Acts 1954 to 1990 | ||
Finance Act 1961 (No. 23) | ||
Finance Act 2003 (No. 3) | ||
Finance Act 2011 (No. 6) | ||
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) | ||
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 | ||
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) | ||
Official Languages Act 2003 (No. 32) | ||
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 Title Act 1964 (No. 16) | ||
Social Welfare Acts | ||
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 | ||
| ||
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 SÃochána 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 ; | ||
(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. | ||
