Companies Act 2014 Index

PART 1 - PRELIMINARY AND GENERAL

CHAPTER  1

Preliminary

  1. Short title and commencement
  2. Interpretation generally
  3. Periods of time
  4. Repeals and revocations
  5. Savings and transitional provisions
  6. Construction of references in other Acts to companies registered under Companies (Consolidation) Act 1908 and Act of 1963
  7. Definition of “subsidiary”
  8. Definitions of “holding company”, “wholly owned subsidiary” and “group of companies”
  9. Act structured to facilitate its use in relation to most common type of company
  10. Reference in Parts 2 to 14 to company to mean private company limited by shares
  11. Construction of references to directors, board of directors and interpretation of certain other plural forms
  12. Regulations and orders
  13. Authentication of certain official documents
  14. Expenses
PART 2 - INCORPORATION AND REGISTRATION

CHAPTER  1

Preliminary

  1. Definitions (Part 2)
  2. Extension of transition period in the event of difficulties

CHAPTER  2

Incorporation and consequential matters

  1. Way of forming private company limited by shares
  2. Company to carry on activity in the State and prohibition of certain activities
  3. Form of the constitution
  4. Restriction on amendment of constitution
  5. Registration of constitution
  6. Statement to be delivered with constitution
  7. Additional statement to be furnished in certain circumstances
  8. Declaration to be made to Registrar
  9. Effect of registration
  10. Provisions as to names of companies
  11. Trading under a misleading name
  12. Reservation of a company name
  13. Effect of reservation of name
  14. Change of name
  15. Effect of constitution
  16. Amendment of constitution by special resolution
  17. Publication of notices
  18. Language of documents filed with Registrar
  19. Authorisation of an electronic filing agent
  20. Revocation of the authorisation of an electronic filing agent
  21. Copies of constitution to be given to members

CHAPTER  3

Corporate capacity and authority

  1. Capacity of private company limited by shares
  2. Registered person
  3. Persons authorised to bind company
  4. Powers of attorney

CHAPTER  4

Contracts and other transactions

  1. Form of contracts
  2. The common seal
  3. Power for company to have official seal for use abroad
  4. Pre-incorporation contracts
  5. Bills of exchange and promissory notes
  6. Liability for use of incorrect company name
  7. Authentication by company of documents

CHAPTER  5

Company name, registered office and service of documents

  1. Publication of name by company
  2. Registered office of company
  3. Service of documents
  4. Security for costs
  5. Enforcement of orders and judgments against companies and their officers

CHAPTER  6

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

  1. Interpretation (Chapter 6)
  2. Status of existing private companies at end of transition period: general principle
  3. Conversion of existing private companies to designated activity companies: duties and powers in that regard
  4. Relief where company does not re-register as a designated activity company
  5. Applicable laws during transition period
  6. Adoption of new constitution by members
  7. Preparation, registration, etc. of new constitution by directors
  8. Deemed constitution
  9. Relief for members and creditors
  10. Procedure for re-registration as designated activity company under this Chapter

 

PART 3 - SHARE CAPITAL, SHARES AND CERTAIN OTHER INSTRUMENTS

CHAPTER 1

Preliminary and interpretation

  1. Interpretation (Part 3)
  2. Powers to convert shares into stock, etc.
  3. Shares
  4. Numbering of shares

CHAPTER  2

Offers of securities to the public

  1. Limitation on offers of securities to the public

CHAPTER  3

Allotment of shares

  1. Allotment of shares
  2. Supplemental and additional provisions as regards allotments
  3. Payment of shares
  4. Restriction of section 71(5) in the case of mergers
  5. Restriction of section 71(5) in the case of group reconstructions
  6. Supplementary provisions in relation to sections 72 and 73
  7. Restriction of section 71(5) in the case of shares allotted in return for acquisition of issued shares of body corporate
  8. Treatment of premiums paid on shares issued before a certain date
  9. Calls on shares
  10. Supplemental provisions in relation to calls
  11. Further provisions about calls (different times and amounts of calls)
  12. Lien
  13. Forfeiture of shares
  14. Financial assistance for acquisition of shares

CHAPTER  4

Variation in capital

  1. Variation of company capital
  2. Reduction in company capital
  3. Application to court for confirming order, objections by creditors and settlement of list of such creditors
  4. Registration of order and minute of reduction
  5. Liability of members in respect of reduced calls
  6. Variation of rights attached to special classes of shares
  7. Rights of holders of special classes of shares
  8. Registration of particulars of special rights
  9. Variation of company capital on reorganisation
  10. Notice to Registrar of certain alterations of share capital
  11. Notice of increase of share capital

CHAPTER  5

Transfer of shares

  1. Transfer of shares and debentures
  2. Restrictions on transfer
  3. Transmission of shares
  4. Transmission of shares in special circumstances (including cases of mergers)
  5. Certification of shares
  6. Share certificates
  7. Rectification of dealings in shares
  8. Personation of shareholder: offence

CHAPTER  6

Acquisition of own shares

  1. Company acquiring its own shares, etc. — permissible circumstances and prohibitions
  2. Supplemental provisions in relation to section 102
  3. Shares of a company held by a nominee of a company
  4. Acquisition of own shares
  5. Supplemental provisions in relation to section 105
  6. Assignment or release of company’s right to purchase own shares
  7. Power to redeem preference shares issued before 5 May 1959
  8. Treasury shares
  9. Incidental payments with respect to acquisition of own shares
  10. Effect of company’s failure to redeem or purchase
  11. Retention and inspection of documents
  12. Membership of holding company
  13. Holding by subsidiary of shares in its holding company
  14. Civil liability for improper purchase in holding company
  15. Return to be made to Registrar

CHAPTER  7

Distributions

  1. Profits available for distribution
  2. Prohibition on pre-acquisition profits or losses being treated in holding company’s financial statements as profits available for distribution
  3. Distributions in kind: determination of amount
  4. Development costs shown as asset of company to be set off against company’s distribution profits
  5. The relevant financial statements
  6. Consequences of making unlawful distribution
  7. Meaning of “distribution”, “capitalisation”, etc., and supplemental provisions
  8. Procedures for declarations, payments, etc., of dividends and other things
  9. Supplemental provisions in relation to section 124
  10. Bonus issues

 

PART 4 - CORPORATE GOVERNANCE

CHAPTER  1

Preliminary

  1. Access to documents during business hours

CHAPTER  2

Directors and secretaries

  1. Directors
  2. Secretaries
  3. Prohibition of body corporate or unincorporated body of persons being director
  4. Prohibition of minor being director or secretary
  5. Prohibition of undischarged bankrupt being director or secretary or otherwise involved in company
  6. Examination as to solvency status
  7. Performance of acts by person in dual capacity as director and secretary not permitted
  8. Validity of acts of director or secretary
  9. Share qualifications of directors
  10. Company to have director resident in an EEA state
  11. Supplemental provisions concerning bond referred to in section 137(2)
  12. Notification requirement as regards non-residency of director
  13. Exception to section 137 — companies having real and continuous link with economic activity in State
  14. Provisions for determining whether director resident in State
  15. Limitation on number of directorships
  16. Sanctions for contravention of section 142 and supplemental provisions
  17. Appointment of director
  18. Appointment of directors to be voted on individually
  19. Removal of directors
  20. Compensation for wrongful termination, other powers of removal not affected by section 146
  21. Vacation of office
  22. Register of directors and secretaries
  23. Supplemental provisions (including offences) in relation to section 149
  24. Particulars to be shown on all business letters of company
  25. Entitlement to notify Registrar of changes in directors and secretaries if section 149(8) contravened
  26. Provisions as to assignment of office by directors

CHAPTER  3

Service contracts and remuneration

  1. Copies of directors’ service contracts
  2. Remuneration of directors
  3. Prohibition of tax-free payments to directors

CHAPTER  4

Proceedings of directors

  1. Sections 158 to 165 to apply save where constitution provides otherwise
  2. General power of management and delegation
  3. Managing director
  4. Meetings of directors and committees
  5. Supplemental provisions about meetings (including provision for acting by means of written resolutions)
  6. Holding of any other office or place of profit under the company by director
  7. Counting of director in quorum and voting at meeting at which director is appointed
  8. Signing, drawing, etc., of negotiable instruments and receipts
  9. Alternate directors
  10. Minutes of proceedings of directors
  11. Audit committees

CHAPTER  5

Members

  1. Definition of member
  2. Register of members
  3. Trusts not to be entered on register of members
  4. Register to be evidence
  5. Consequences of failure to comply with requirements as to register owing to agent’s default
  6. Rectification of register
  7. Power to close register

CHAPTER  6

General meetings and resolutions

  1. Annual general meeting
  2. The location and means for holding general meetings
  3. Extraordinary general meetings
  4. Convening of extraordinary general meetings by members
  5. Power of court to convene meeting
  6. Persons entitled to notice of general meetings
  7. Notice of general meetings
  8. Quorum
  9. Proxies
  10. Form of proxy
  11. Representation of bodies corporate at meetings of companies
  12. The business of the annual general meeting
  13. Proceedings at meetings
  14. Votes of members
  15. Right to demand a poll
  16. Voting on a poll
  17. Resolutions — ordinary resolutions, special resolutions, etc., — meaning
  18. Resolutions passed at adjourned meetings
  19. Unanimous written resolutions
  20. Majority written resolutions
  21. Supplemental provisions in relation to section 194
  22. Single-member companies — absence of need to hold general meetings, etc.
  23. Application of this Part to class meetings
  24. Registration of, and obligation of company to supply copies of, certain resolutions and agreements
  25. Minutes of proceedings of meetings of a company

CHAPTER  7

Summary Approval Procedure

  1. Interpretation (Chapter 7)
  2. Chapter 7 — what it does
  3. Summary Approval Procedure
  4. Declaration to be made in the case of financial assistance for acquisition of shares or transaction with directors
  5. Declaration to be made in the case of a reduction in company capital or variation of company capital on reorganisation
  6. Declaration to be made in the case of treatment of pre-acquisition profits or losses in a manner otherwise prohibited by section 118(1)
  7. Declaration to be made in the case of merger of company
  8. Declaration to be made in the case of members’ winding up of solvent company
  9. Condition to be satisfied common to declarations referred to in section 204, 205 or 207
  10. Condition to be satisfied in relation to declaration referred to in section 206
  11. Civil sanctions where opinion as to solvency stated in declaration without reasonable grounds
  12. Moratorium on certain restricted activities being carried on and applications to court to cancel special resolution

CHAPTER  8

Protection for minorities

  1. Remedy in case of oppression

CHAPTER  9

Form of registers, indices and minute books

  1. Form of registers, minutes, etc.
  2. Use of computers, etc., for certain company records

CHAPTER  10

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

  1. Definitions for purposes of section 216 concerning registers, etc. and construction of reference to company keeping registers, etc.
  2. Where registers and other documents to be kept, right to inspect them, etc.
  3. Supplemental provisions in relation to section 216 — “relevant fee”, power to alter the amount of it, offences, etc.
  4. Service of notices on members
PART 5 - DUTIES OF DIRECTORS AND OTHER OFFICERS

CHAPTER 1

Preliminary and definitions

  1. Interpretation and application (Part 5)
  2. Connected persons
  3. Shadow directors
  4. De facto director

CHAPTER  2

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

  1. Duty of each director
  2. Directors to have regard to interests of employees
  3. Directors’ compliance statement and related statement
  4. Duties of secretary
  5. Fiduciary duties of directors — provisions introductory to section 228
  6. Statement of principal fiduciary duties of directors
  7. Other interests of directors
  8. Power of director to act in a professional capacity for company
  9. Duty of director to disclose his or her interest in contracts made by company
  10. Breaches of certain duties: liability to account and indemnify
  11. Power of court to grant relief to officers of company
  12. Anticipated claim: similar power of relief as under section 233
  13. Any provision exempting officers of company from liability void (subject to exceptions)

CHAPTER  3

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

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

CHAPTER  4

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

  1. Substantial transactions in respect of non-cash assets and involving directors, etc.
  2. Prohibition of loans, etc., to directors and connected persons
  3. Arrangements of certain value
  4. Reduction in amount of company’s relevant assets
  5. Availability of Summary Approval Procedure to permit loans, etc.
  6. Intra-group transactions
  7. Directors’ expenses
  8. Business transactions
  9. Transaction or arrangement in breach of section 239 voidable at instance of company
  10. Personal liability for company debts in certain cases
  11. Offence for contravention of section 239
  12. Contracts of employment of directors — control by members over guaranteed periods of employment
  13. Anti-avoidance provision — section 249
  14. Approval of company necessary for payment by it to director or directors’ dependants for loss of office
  15. Approval of company necessary for payment to director of compensation in connection with transfer of property
  16. Duty of director to disclose to company payments to be made to him or her in connection with transfer of shares in company
  17. “Existing legal obligation” — definition and other provisions in relation to sections 251 to 253
  18. Contracts with sole members

CHAPTER  5

Disclosure of interests in shares and debentures

  1. Interpretation generally (Chapter 5)
  2. “Disclosable interest” — meaning of that term
  3. Circumstances in which person is to be regarded as having disclosable interest in shares or debentures
  4. Circumstances in which person shall be regarded as having ceased to have disclosable interest
  5. Interests that are not disclosable interests for the purposes of this Chapter
  6. Duty to notify disclosable interests — first of the 5 cases in which duty arises – interests held at commencement of Chapter
  7. Second and third cases in which duty to notify arises — interests acquired or ceasing to be held
  8. Fourth and fifth cases in which duty to notify arises — grant or assignment of subscription rights, etc.
  9. Application of sections 261 to 263 and exceptions to them
  10. Mode of notification by directors and secretaries under this Chapter
  11. Enforcement of notification obligation
  12. Register of interests: contents and entries
  13. Supplemental provisions in relation to section 267
  14. Register of interests: removal of entries from it

CHAPTER  6

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

  1. Meaning of “in default” in context of sanctions specified in respect of officers (whether directors or secretaries or not)
  2. Presumption that default permitted and certain defence
Part 6 - Financial Statements, Annual Return and Audit

CHAPTER 1

Preliminary

  1. What this Part contains and use of prefixes — “Companies Act” and “IFRS”
  2. Overall limitation on discretions with respect to length of financial year and annual return date
  3. Interpretation (Part 6): provisions relating to financial statements
  4. Interpretation (Part 6): other definitions and construction provisions
  5. Construction of references to realised profits
  6. Construction of references to exemption
  7. Accounting standards generally — power of Minister to specify
  8. US accounting standards may, in limited cases, be availed of for particular transitional period
  9. Regulations may permit use of other internationally recognised accounting standards for a particular transitional period

CHAPTER  2

Accounting records

  1. Obligation to keep adequate accounting records
  2. Basic requirements for accounting records
  3. Where accounting records are to be kept
  4. Access to accounting records
  5. Retention of accounting records
  6. Accounting records: offences

CHAPTER  3

Financial year

  1. Financial year end date
  2. Financial year

CHAPTER  4

Statutory financial statements

  1. Statutory financial statements to give true and fair view
  2. Obligation to prepare entity financial statements under relevant financial reporting framework
  3. Companies Act entity financial statements
  4. IFRS entity financial statements
  5. Obligation to prepare group financial statements under relevant financial reporting framework
  6. Companies Act group financial statements
  7. IFRS group financial statements
  8. Consistency of financial statements

CHAPTER  5

Group financial statements: exemptions and exclusions

  1. Exemption from consolidation: size of group
  2. Application of section 297 in certain circumstances and cessation of exemption
  3. Exemption from consolidation: holding company that is subsidiary undertaking of undertaking registered in EEA
  4. Exemption from consolidation: holding company that is subsidiary undertaking of undertaking registered outside EEA
  5. Exemption from consolidation: holding company with all of its subsidiary undertakings excluded from consolidation
  6. Exemption from consolidation where IFRS so permits
  7. Subsidiary undertakings included in the group financial statements
  8. Treatment of entity profit and loss account where group financial statements prepared

CHAPTER  6

Disclosure of directors’ remuneration and transactions

  1. Disclosure of directors’ remuneration
  2. Supplemental provisions in relation to section 305
  3. Obligation to disclose information about directors’ benefits: loans, quasi-loans, credit transactions and guarantees
  4. Supplemental provisions in relation to section 307 (including certain exemptions from its terms)
  5. Other arrangements and transactions in which the directors, etc., have material interest
  6. Credit institutions: exceptions to disclosure by holding company under sections 307 to 309 in the case of connected persons and certain officers
  7. Credit institutions: disclosures by holding company of aggregate amounts in respect of connected persons
  8. Credit institutions: requirement for register, etc., in the case of holding company as respects certain information
  9. Requirements of banking law not prejudiced by sections 307 to 312 and minimum monetary threshold for section 312

CHAPTER  7

Disclosure required in notes to financial statements of other matters

  1. Information on related undertakings
  2. Information on related undertakings: exemption from disclosures
  3. Information on related undertakings: provision for certain information to be annexed to annual return
  4. Disclosures of particulars of staff
  5. Details of authorised share capital, allotted share capital and movements
  6. Financial assistance for purchase of own shares
  7. Holding of own shares or shares in holding undertaking
  8. Disclosure of accounting policies
  9. Disclosure of remuneration for audit, audit-related and non-audit work
  10. Information on arrangements not included in balance sheet

CHAPTER  8

Approval of statutory financial statements

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

CHAPTER  9

Directors’ report

  1. Obligation to prepare directors’ report for every financial year
  2. Directors’ report: general matters
  3. Directors’ report: business review
  4. Directors’ report: acquisition or disposal of own shares
  5. Directors’ report: interests in shares and debentures
  6. Directors’ report: statement on relevant audit information
  7. Directors’ report: copy to be included of any notice issued under certain banking legislation
  8. Approval and signing of directors’ report

CHAPTER  10

Obligation to have statutory financial statements audited

  1. Statutory financial statements must be audited (unless audit exemption availed of)
  2. Right of members to require audit despite audit exemption otherwise being available
  3. Statement to be included in balance sheet if audit exemption availed of

CHAPTER  11

Statutory auditors’ report

  1. Statutory auditors’ report on statutory financial statements
  2. Signature of statutory auditor’s report

CHAPTER  12

Publication of financial statements

  1. Circulation of statutory financial statements
  2. Right to demand copies of financial statements and reports
  3. Requirements in relation to publication of financial statements
  4. Financial statements and reports to be laid before company in general meeting

CHAPTER  13

Annual return and documents annexed to it

  1. Annual return
  2. Obligation to make annual return
  3. Special provision for annual return delivered in a particular form
  4. Annual return date
  5. Alteration of annual return date
  6. Documents to be annexed to annual return: all cases
  7. Documents to be annexed to annual returns: certain cases
  8. First annual return: exception from requirement to annex statutory financial statements

CHAPTER  14

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

  1. Qualification of company as small or medium company
  2. Exemptions in respect of directors’ report in the case of small and medium companies
  3. Exemption from filing certain information for small and medium companies
  4. Abridged financial statements for a small company
  5. Abridged financial statements for a medium company
  6. Approval and signing of abridged financial statements
  7. Special report of the statutory auditors on abridged financial statements
  8. Subsidiary undertakings exempted from annexing their statutory financial statements to annual return

CHAPTER  15

Audit exemption

  1. Main conditions for audit exemption — non-group situation
  2. Main conditions for audit exemption — group situation
  3. Audit exemption
  4. Audit exemption not available where notice under section 334 served
  5. Audit exemption not available where company or subsidiary undertaking falls within a certain category
  6. Audit exemption (non-group situation) not available unless annual return filed in time
  7. Audit exemption (group situation) not available unless annual return filed in time

CHAPTER  16

Special audit exemption for dormant companies

  1. Dormant company audit exemption

CHAPTER  17

Revision of defective statutory financial statements

  1. Voluntary revision of defective statutory financial statements
  2. Content of revised financial statements or revised report
  3. Approval and signature of revised financial statements
  4. Companies Act 2014.
  5. Statutory auditors’ report on revised financial statements and revised report
  6. Cases where company has availed itself of audit exemption
  7. Statutory auditors’ report on revised directors’ report alone
  8. Effect of revision
  9. Publication of revised financial statements and reports
  10. Laying of revised financial statements or a revised report
  11. Delivery of revised financial statements or a revised report
  12. Small and medium companies
  13. Application of this Chapter in cases where audit exemption available, etc.
  14. Modifications of Act

CHAPTER  18

Appointment of statutory auditors

  1. Statutory auditors — general provisions (including as to the interpretation of provisions providing for auditors’ term of office)
  2. Remuneration of statutory auditors
  3. Appointment of statutory auditors — first such appointments and powers of members vis a vis directors
  4. Subsequent appointments of statutory auditors (including provision for automatic re- appointment of auditors at annual general meetings)
  5. Appointment of statutory auditors by directors in other cases, etc.
  6. Appointment of statutory auditors: failure to appoint

CHAPTER  19

Rights, obligations and duties of statutory auditors

  1. Right of access to accounting records
  2. Right to information and explanations concerning company
  3. Right to information and explanations concerning subsidiary undertakings
  4. Offence to make false statements to statutory auditors
  5. Obligation to act with professional integrity
  6. Statutory auditors’ report on statutory financial statements
  7. Report to Registrar and to Director: accounting records
  8. Report to Registrar and Director: category 1 and 2 offences

CHAPTER  20

Removal and resignation of statutory auditors

  1. Removal of statutory auditors: general meeting
  2. Restrictions on removal of statutory auditor
  3. Extended notice requirement in cases of certain appointments, removals, etc., of auditors
  4. Right of statutory auditors to make representations where their removal or non-re- appointment proposed
  5. Statutory auditors removed from office: their rights to get notice of, attend and be heard at general meeting
  6. Removal of statutory auditors: statement from statutory auditors where audit exemption availed of by company
  7. Resignation of statutory auditors: general
  8. Resignation of statutory auditor: requisition of general meeting
  9. Resignation of statutory auditors: right to get notice of, attend, and be heard at general meeting

CHAPTER  21

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

  1. Duty of auditor to notify Supervisory Authority regarding cessation of office
  2. Duty of company to notify Supervisory Authority of auditor’s cessation of office
  3. Prohibition on acting in relation to audit while disqualification order in force

CHAPTER  22

False statements — offence

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

CHAPTER  23

Transitional

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

 

PART 7 - CHARGES AND DEBENTURES

CHAPTER  1

Interpretation

  1. Definitions (Part 7)

CHAPTER  2

Registration of charges and priority

  1. Registration of charges created by companies
  2. Duty of company with respect to registration under section 409 and right of others to effect registration
  3. Duty of company to register charges existing on property acquired
  4. Priority of charges
  5. Registration and priority of judgment mortgages
  6. Register of charges
  7. Certificate of registration
  8. Entries of satisfaction and release of property from charge
  9. Extension of time for registration of charges and rectification of register
  10. Copies of instruments creating charges to be kept
  11. Registration of charges created prior to commencement of this Part
  12. Transitional provisions in relation to priorities of charges
  13. Netting of Financial Contracts Act 1995 not to affect registration requirements

CHAPTER  3

Provisions as to debentures

  1. Liability of trustees for debenture holders
  2. Perpetual debentures
  3. Power to re-issue redeemed debentures
  4. Saving of rights of certain mortgagees in case of re-issued debentures
  5. Specific performance of contracts to subscribe for debentures

CHAPTER  4

Prohibition on registration of certain matters affecting shareholders or debentureholders

  1. Registration against company of certain matters prohibited

 

PART 8 RECEIVERS

CHAPTER  1

Interpretation

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

CHAPTER  2

Appointment of receivers

  1. Notification that receiver has been appointed
  2. Information to be given when receiver is appointed in certain circumstance
  3. Contents of statement to be submitted to receiver
  4. Consequences of contravention of section 430(1)(b) or 431
  5. Disqualification for appointment as receiver
  6. Resignation of receiver
  7. Removal of receiver
  8. Notice to Registrar of appointment of receiver, and of receiver ceasing to act

CHAPTER  3

Powers and duties of receivers

  1. Powers of receiver
  2. Power of receiver and certain others to apply to court for directions and receiver’s liability on contracts
  3. Duty of receiver selling property to get best price reasonably obtainable, etc.
  4. Preferential payments when receiver is appointed under floating charge
  5. Delivery to Registrar of accounts of receivers

CHAPTER  4

Regulation of receivers and enforcement of their duties

  1. Enforcement of duty of receivers to make returns
  2. Power of court to order the return of assets improperly transferred
  3. Power of court to fix remuneration of receiver
  4. Court may end or limit receivership on application of liquidator
  5. Director of Corporate Enforcement may request production of receiver’s books
  6. Prosecution of offences committed by officers and members of company
  7. Reporting to Director of Corporate Enforcement of misconduct by receivers

 

PART 9 - REORGANISATIONS, ACQUISITIONS, MERGERS AND DIVISIONS

CHAPTER 1

Schemes of Arrangement

  1. Interpretation (Chapter 1)
  2. Scheme meetings — convening of such by directors and court’s power to summon such meetings
  3. Court’s power to stay proceedings or restrain further proceedings
  4. Information as to compromises or arrangements with members and creditors
  5. Circumstances in which compromise or arrangement becomes binding on creditors or members concerned
  6. Supplemental provisions in relation to section 453
  7. Provisions to facilitate reconstruction and amalgamation of companies

CHAPTER  2

Acquisitions

  1. Interpretation (Chapter 2)
  2. Right to buy out shareholders dissenting from scheme or contract approved by majority and right of such shareholders to be bought out
  3. Additional requirement to be satisfied, in certain cases, for right to buy out to apply
  4. Supplementary provisions in relation to sections 457 and 458 (including provision for applications to court)
  5. Construction of certain references in Chapter to beneficial ownership, application of Chapter to classes of shares, etc.

CHAPTER  3

Mergers

  1. Interpretation (Chapter 3)
  2. Requirements for Chapter to apply
  3. Mergers to which Chapter applies — definitions and supplementary provision
  4. Merger may not be put into effect save in accordance with the relevant provisions of this Act
  5. Chapters 1 and 3: mutually exclusive modes of proceeding to achieve merger
  6. Common draft terms of merger
  7. Directors’ explanatory report
  8. Expert’s report
  9. Merger financial statement
  10. Registration and publication of documents
  11. Inspection of documents
  12. Non-application of subsequent provisions of Chapter where Summary Approval Procedure employed and effect of resolution referred to in section 202(1)(a)(ii)
  13. General meetings of merging companies
  14. Electronic means of making certain information available for purposes of section 473
  15. Meetings of classes of shareholders
  16. Purchase of minority shares
  17. Application for confirmation of merger by court
  18. Protection of creditors
  19. Preservation of rights of holders of securities
  20. Confirmation order
  21. Certain provisions not to apply where court so orders
  22. Registration and publication of confirmation of merger
  23. Civil liability of directors and experts
  24. Criminal liability for untrue statements in merger documents

CHAPTER  4

Divisions

  1. Interpretation (Chapter 4)
  2. Requirements for Chapter to apply
  3. Divisions to which this Chapter applies — definitions and supplementary provisions
  4. Division may not be put into effect save under and in accordance with this Chapter
  5. Chapters 1 and 4: mutually exclusive modes of proceeding to achieve division
  6. Common draft terms of division
  7. Directors’ explanatory report
  8. Expert’s report
  9. Division financial statement
  10. Registration and publication of documents
  11. Inspection of documents
  12. General meetings of companies involved in a division
  13. Electronic means of making certain information available for purposes of section 496
  14. Meetings of classes of shareholder
  15. Purchase of minority shares
  16. Application for confirmation of division by court
  17. Protection of creditors and allocation of liabilities
  18. Preservation of rights of holders of securities
  19. Confirmation order
  20. Certain provisions not to apply where court so orders
  21. Registration and publication of confirmation of division
  22. Civil liability of directors and experts
  23. Criminal liability for untrue statements in division documents

 

PART 10 - EXAMINERSHIPS

CHAPTER  1

Interpretation

  1. Interpretation (Part 10)

CHAPTER  2

Appointment of examiner

  1. Power of court to appoint examiner
  2. Petition for court
  3. Independent expert’s report
  4. Supplemental provisions in relation to sections 510 and 511 — other matters to be mentioned in petition, hearing of petition, etc.
  5. Cases in which independent expert’s report not available at required time: powers of court
  6. Certain liabilities may not be certified under section 529(2)
  7. Creditors to be heard
  8. Availability of independent expert’s report
  9. Related companies
  10. Duty to act in utmost good faith
  11. Qualification of examiners
  12. Effect of petition to appoint examiner on creditors and others
  13. Restriction on payment of pre-petition debts
  14. Effect on receiver or provisional liquidator of order appointing examiner
  15. Disapplication of section 440 to receivers in certain circumstances

CHAPTER  3

Powers of examiner

  1. Powers of an examiner
  2. Repudiation by examiner of contracts made before period of protection and of negative pledge clauses whenever made: prohibitions and restrictions
  3. Production of documents and evidence
  4. No lien over company’s books, records, etc.
  5. Further powers of court
  6. Incurring of certain liabilities by examiner
  7. Power to deal with charged property, etc.
  8. Notification of appointment of examiner
  9. General provisions as to examiners — resignation, filling of vacancy, etc.
  10. Hearing regarding irregularities
  11. Report by examiner
  12. Procedure where examiner unable to secure agreement or formulate proposals for compromise or scheme of arrangement
  13. Content of examiner’s report
  14. Repudiation of certain contracts
  15. Appointment of creditors’ committee
  16. Proposals for compromise or scheme of arrangement
  17. Consideration by members and creditors of proposals
  18. Confirmation of proposals
  19. Supplemental provisions in relation to section 541
  20. Objection to confirmation by court of proposals
  21. Provisions with respect to leases

CHAPTER  4

Liability of third parties for debts of a company in examination

  1. What this Chapter contains
  2. Definitions (Chapter 4)
  3. Circumstances in relation to which subsequent provisions of this Chapter have effect
  4. General rule: liability of third person not affected by compromise or scheme of arrangement
  5. Enforcement by creditor of liability: restrictions in that regard unless certain procedure employed to the benefit of third person
  6. Payment by third person to creditor post period of protection – statutory subrogation in favour of third person in certain circumstances
  7. Saving for cases falling within section 520(4)(f) and cases where third person discharged or released from liability

CHAPTER  5

Conclusion of examinership

  1. Cessation of protection of company and termination of appointment of examiner
  2. Revocation
  3. Costs and remuneration of examiners
  4. Publicity
  5. Hearing of proceedings otherwise than in public
  6. Power of court to order the return of assets which have been improperly transferred
  7. Reporting to Director of Corporate Enforcement of misconduct by examiners

 

PART 11 - WINDING UP

CHAPTER  1

Preliminary and interpretation

  1. Interpretation (Part 11)
  2. Restriction of this Part
  3. Modes of winding up — general statement as to position under Act
  4. Types of voluntary winding up — general statement as to position under Act
  5. Provisions apply to either mode of winding up unless the contrary appears
  6. Jurisdiction to wind up companies and rules of court
  7. Powers of court cumulative
  8. Court may have regard to wishes of creditors or contributories
  9. Application of certain provisions to companies not in liquidation

CHAPTER  2

Winding up by court

  1. Application of Chapter
  2. Circumstances in which company may be wound up by the court
  3. Circumstances in which company deemed to be unable to pay its debts
  4. Provisions as to applications for winding up
  5. Powers of court on hearing petition
  6. Appointment of provisional liquidator
  7. Power to stay or restrain proceedings against company
  8. Appointment of liquidator by the court
  9. Effect of winding-up order
  10. Saving for rights of creditors and contributories

CHAPTER  3

Members’ voluntary winding up

  1. Application of Chapter
  2. Procedure for and commencement of members’ voluntary winding up
  3. Companies of fixed duration, etc.: alternative means of commencing members’ voluntary winding up
  4. Publication of resolution to wind up voluntarily
  5. Protections and remedies for creditors in cases where declaration of solvency made
  6. Power of company to appoint liquidators
  7. Duty of liquidator to call creditors’ meeting if of opinion that company unable to pay its debts

CHAPTER  4

Creditors’ voluntary winding up

  1. Application of Chapter
  2. Resolution for and commencement of creditors’ voluntary winding up
  3. Meeting of creditors
  4. Appointment of liquidator

CHAPTER  5

Conduct of winding up

  1. Commencement of court ordered winding up
  2. Commencement of voluntary winding up
  3. Copy of order for winding up or appointment to be forwarded to Registrar
  4. Notice by voluntary liquidator of his or her appointment
  5. Statement of company’s affairs
  6. Supplemental provisions in relation to section 593
  7. Notification that a company is in liquidation, etc.

CHAPTER  6

Realisation of assets and related matters

  1. Custody of company’s property
  2. Circumstances in which floating charge is invalid
  3. Other circumstances in which floating charge is invalid
  4. Related company may be required to contribute to debts of company being wound up
  5. Pooling of assets of related companies
  6. Power of liquidator to accept shares as consideration for sale of property of company
  7. Voidance of dispositions of property, etc. after commencement of winding up
  8. Voidance of executions against property of company
  9. Unfair preference: effect of winding up on antecedent and other transactions
  10. Liabilities and rights of persons who have been unfairly preferred
  11. Restriction of rights of creditor as to execution or attachment in case of company being wound up
  12. Duties of sheriff as to goods taken in execution
  13. Power of the court to order return of assets which have been improperly transferred
  14. Personal liability of officers of company where adequate accounting records not kept
  15. Civil liability for fraudulent or reckless trading of company
  16. Supplemental provisions in relation to section 610
  17. Power of court to assess damages against certain persons
  18. Directors of holding company: power of court to assess damages against them
  19. Vesting of property of company in liquidator
  20. Disclaimer of onerous property in case of company being wound up
  21. Rescission of certain contracts and provisions supplemental to section 615

CHAPTER  7

Distribution

  1. Costs, etc. in winding up
  2. Distribution of property of company
  3. Application of bankruptcy rules in winding up of insolvent companies
  4. Debts which may be proved
  5. Preferential payments in a winding up
  6. Supplemental provisions in relation to section 621
  7. Unclaimed dividends and balances to be paid into a particular account

CHAPTER  8

Liquidators

  1. Duty of liquidator to administer, distribute, etc., property of company
  2. How liquidator is to be described and validity of acts
  3. Powers of provisional liquidators
  4. Liquidator’s powers
  5. Summoning general meetings of the company, etc.
  6. Notice to be given with respect to exercise of powers, restrictions on self-dealing, etc.
  7. Restrictions in creditors’ voluntary winding up and procedures in case of certain defaults
  8. Power to apply to court for determination of questions or concerning exercise of powers
  9. No lien over company’s books, records, etc.
  10. Qualifications for appointment as liquidator or provisional liquidator — general
  11. Supplemental provisions in relation to section 633 (including requirements for professional indemnity cover)
  12. Specific disqualification from appointment as liquidator or provisional liquidator
  13. Appointment and removal in a members’ voluntary winding up
  14. Appointment and removal in a creditors’ voluntary winding up
  15. Appointment and removal by the court
  16. Consent to act
  17. Position when there is more than one liquidator
  18. Resignation of liquidator
  19. Prohibition on rewards for appointment
  20. Notifications and filings of appointments and removals
  21. Custody of books and property upon vacation of office
  22. Provisional liquidator’s remuneration
  23. Liquidator’s remuneration — procedure for fixing liquidator’s entitlement thereto
  24. Liquidator’s entitlement to receive payment where entitlement to remuneration exists
  25. Supplemental provisions in relation to sections 646 and 647
  26. Disclosure of interest by creditors etc. at creditors’ meeting
  27. Duty of liquidators to include certain information in returns, etc.
  28. Penalty for default of liquidator in making certain accounts and returns
  29. Enforcement of duty of liquidator to make returns
  30. Director’s power to examine books and records

CHAPTER  9

Contributories

  1. Liability of contributory
  2. Liability as contributories of past and present members
  3. Settlement of list of contributories
  4. Power to make calls
  5. Adjustment of rights of contributories
  6. Payment of debts due by contributory to the company and extent to which set-off allowed
  7. Order in relation to contributory to be conclusive evidence
  8. Liability in case of death of contributory
  9. Civil Liability Act 1961 not affected
  10. Bankruptcy of contributory
  11. Corporate insolvency of contributory
  12. Winding up of company that had been an unlimited company before re-registration

CHAPTER  10

Committee of inspection

  1. Appointment of committee of inspection in court ordered winding up
  2. Appointment of committee of inspection in a creditors’ voluntary winding up
  3. Constitution and proceedings of committee of inspection

CHAPTER  11

Court’s powers

  1. Power to annul order for winding up or to stay winding up
  2. Attendance of officers of company at meetings
  3. Power of court to summon persons for examination
  4. Order for payment or delivery of property against person examined under section 671
  5. Delivery of property of company to liquidator
  6. Power to exclude creditors not proving in time
  7. Order for arrest and seizure, etc.
  8. Provisions as to arrangement binding creditors

CHAPTER  12

Provisions supplemental to conduct of winding up

  1. Effect of winding up on business and status of company
  2. Actions against company stayed on winding-up order
  3. Director may direct convening of meetings
  4. Duty of liquidator to call meeting at end of each year
  5. Information about progress of liquidation
  6. Liquidator to report on conduct of directors
  7. Obligation (unless relieved) of liquidator of insolvent company to apply for restriction of directors
  8. Inspection of books by creditors and contributories
  9. Resolutions passed at adjourned meetings of creditors and contributories
  10. Books of company to be evidence in civil proceedings
  11. Liquidator may have regard to wishes of creditors and contributories
  12. Reporting to Director of misconduct by liquidators

CHAPTER  13

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

  1. Meetings directed by the court
  2. Provisions as to meetings of creditors, contributories and members generally
  3. Entitlement to attend and notice
  4. Location of meeting
  5. Costs of meetings
  6. Chairperson
  7. Passing resolutions
  8. Registration of resolutions of creditors, contributories and members
  9. Proceedings at the meeting
  10. Entitlement to vote of creditors
  11. Provisions consequent on section 698 regarding secured creditors: deemed surrender of security, etc.
  12. Duties of chairperson
  13. Proxies
  14. Supplemental provisions in relation to section 701: time for lodging proxies, etc.
  15. Representation of bodies corporate at meetings held during winding up

CHAPTER  14

Completion of winding up

  1. Dissolution of company by court
  2. Final meeting and dissolution in members’ voluntary winding up
  3. Final meeting and dissolution in creditors’ voluntary winding up
  4. Disposal of books and papers of company in winding up
  5. Power of court to declare dissolution of company void
  6. Disposal of documents filed with Registrar

CHAPTER  15

Provisions related to the Insolvency Regulation

  1. Definition (Chapter 15)
  2. Publication in relation to insolvency proceedings
  3. Confirmation of creditors’ voluntary winding up
  4. Provision of certain documents to liquidator
  5. Language of claims

CHAPTER  16

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

  1. Application of certain provisions of Chapter and construction of certain references to company, relevant person, etc.
  2. Offence for failure to make disclosure, or deliver certain things, to liquidator
  3. Certain fraudulent acts within 12 months preceding winding up or any time thereafter: offences
  4. Other fraudulent acts (relating to obtaining credit, irregular pledges, etc.) within 12 months preceding winding up or any time thereafter: offences
  5. Material omission in statement relating to company’s affairs, failure to report false debt, etc.
  6. Additional offence with respect to section 718(c) and certain defences with respect to foregoing matters
  7. Other frauds by officers of companies which have gone into liquidation: offence
  8. Fraudulent trading of company: offence
  9. Prosecution of offences committed by officers and members of company
  10. Supplemental provisions in relation to section 723: duty to provide assistance to D.P.P. and Director of Corporate Enforcement

 

PART 12 - STRIKE OFF AND RESTORATION CHAPTER 1

CHAPTER 1

Strike off of company

  1. When Registrar may strike company off register
  2. Grounds for involuntary strike off
  3. Registrar’s notice to company of intention to strike it off register
  4. Contents of Registrar’s notice to company
  5. Meaning of remedial step
  6. Public notice of intention to strike company off register
  7. Conditions for voluntary strike off
  8. Public notice in case of voluntary strike off
  9. Striking off (involuntary and voluntary cases) and dissolution
  10. Effect of removal and dissolution
  11. Power of Director to obtain information

CHAPTER  2

Restoration of company to register

  1. Application of Chapter
  2. Restoration on application to Registrar
  3. Restoration on application to court
  4. Requirements for application to court under section 738
  5. Terms of court order on application under section 738
  6. Court order for restoration on application of Registrar
  7. Supplementary court orders
  8. Meaning of court
  9. Transitional provision for companies struck off register before commencement of this Chapter

CHAPTER  3

Miscellaneous

  1. Disclosure of information by Revenue Commissioners to Registrar
PART 13 - INVESTIGATIONS

CHAPTER  1

Preliminary

  1. Interpretation (Part 13)

CHAPTER  2

Investigations by court appointed inspectors

  1. Investigation of company’s affairs by court appointed inspectors on application of company etc.
  2. Investigation of company’s affairs by court appointed inspectors on application of Director
  3. Court may give directions in relation to investigation
  4. Power of inspector to expand investigation into affairs of related bodies corporate
  5. Order for inspection of books or documents of company in liquidation
  6. Expanded meaning of “officer” and “agent” for purposes of sections 753 to 757
  7. Duty of company officer or agent to produce books or documents and give assistance
  8. Inspector may require other persons to produce books or documents and give assistance
  9. Supplementary power to compel production of books or documents in relation to certain banking transactions
  10. Power of inspector to examine officers, agents and others
  11. Court may make order in relation to default in production of books or documents, etc.
  12. Report of inspectors appointed under section 747(1) or 748(1)
  13. Distribution of inspectors’ report
  14. Court may make order after considering inspectors’ report
  15. Director may present petition for winding up following consideration of report
  16. Expenses of investigation by court appointed inspector

CHAPTER  3

Investigations initiated by Director

  1. Investigation of share dealing by inspector appointed by Director
  2. Investigation of company ownership by inspector appointed by Director
  3. Application of certain provisions to investigation of company ownership
  4. Expenses of investigation of company ownership
  5. Director’s power to require information as to persons interested in shares or debentures
  6. Director may impose restrictions on shares
  7. Director may lift restrictions imposed on shares under section 768
  8. Director shall give notice of direction
  9. Court may lift restrictions imposed on shares under section 768
  10. Court may order sale of shares
  11. Costs of applicant for order for sale of shares
  12. Proceeds of sale following court ordered sale of shares
  13. Continuance of certain restrictions
  14. Offences in relation to shares that are subject to restrictions
  15. Application of sections 768 to 776 to debentures

CHAPTER  4

Miscellaneous provisions

  1. Power of Director to require company to produce books or documents
  2. When Director may exercise power to require company to produce books or documents
  3. Power of Director to require third party to produce books or documents
  4. Saving in relation to section 780, etc. and corresponding amendments effected to Act of 1990 by Companies (Amendment) Act 2009
  5. Restriction on power of Director to require third party to produce certain books or documents
  6. Court may order third party to comply with requirement to produce books or documents
  7. Powers ancillary to power to require production of books or documents
  8. Offences in relation to requirement to produce books or documents
  9. Expenses relating to examination of books or documents
  10. Entry and search of premises
  11. Supplemental provisions in relation to section 787(3) to (5)
  12. Offences in relation to entry and search of premises and provisions catering for certain contingencies concerning designated officers
  13. Restriction on disclosure of information, books or documents
  14. Information, books or documents may be disclosed for certain purposes
  15. Information, books or documents may be disclosed to competent authority
  16. Offence of falsifying, concealing, destroying or otherwise disposing of document or record
  17. Production and inspection of books or documents when offence suspected
  18. Saving for privileged information
  19. Assistance to company law authority

 

Part 14

CHAPTER  1

Compliance and protective orders

  1. Court may order compliance by company or officer
  2. Court may restrain directors and others from removing assets

CHAPTER  2

Disclosure orders

  1. Interpretation (Chapter 2)
  2. Court may make disclosure order
  3. Types of disclosure order
  4. Procedure on application for disclosure order
  5. Scope of disclosure order
  6. Interests in shares and debentures for purposes of section 803: general
  7. Family and corporate interests
  8. Share acquisition agreements — attribution of interests held by other parties
  9. Particulars of interests referred to in section 806 to be given in compliance with disclosure order
  10. “Share acquisition agreement” — meaning
  11. Supplemental power of court in relation to a share acquisition agreement
  12. Court may grant exemption from requirements of disclosure order
  13. Other powers of court in relation to disclosure orders
  14. Notice of disclosure order
  15. Information disclosed under order
  16. Court may impose restrictions on publication of information provided
  17. Right or interest in shares or debentures unenforceable by person in default
  18. Court may grant relief from restriction on enforceability of right or interest in shares or debentures
  19. Dealing by agent in shares or debentures subject to disclosure order

CHAPTER  3

Restrictions on directors of insolvent companies

  1. Interpretation and application (Chapter 3)
  2. Declaration by court restricting director of insolvent company in being appointed or acting as director etc.
  3. Application for declaration of restriction
  4. Liquidator shall inform court of jeopardy to other company or its creditors
  5. Court may grant restricted person relief from restrictions
  6. Register of restricted persons
  7. Application of this Chapter to receivers
  8. Restricted person shall give notice to company before accepting appointment or acting as director or secretary
  9. “Company that has a restricted person” — meaning of that expression in sections 827 to 834
  10. Disapplication of certain provisions to company having a restricted person
  11. Company having a restricted person may not acquire certain non-cash assets from subscribers, etc. unless particular conditions satisfied
  12. Supplemental provisions in relation to section 828
  13. Relief from liability under section 828
  14. Offence for contravention of section 828
  15. Allotment of share not fully paid up by company that has a restricted person
  16. Allotment of share not fully paid for in cash by company that has a restricted person
  17. Relief for company in respect of prohibited transaction
  18. Power to vary amounts specified in section 819(3)
  19. Personal liability for debts of company subject to restriction

CHAPTER  4

Disqualification generally

  1. Interpretation generally (Chapter 4)
  2. Meaning of “disqualified” and “disqualification order”
  3. Automatic disqualification on conviction of certain indictable offences
  4. Default under section 149(8) concerning fact of director’s becoming disqualified under law of another state
  5. Default under section 23 or 150(2) by director disqualified under law of another state
  6. Court may make disqualification order
  7. Provisions relating to particular grounds for disqualification
  8. Persons who may apply for disqualification order under section 842
  9. Miscellaneous provisions relating to disqualification by court order
  10. Costs and expenses of application
  11. Court may grant relief to person subject to disqualification order
  12. Disqualification of restricted person following subsequent winding up

CHAPTER  5

Disqualification and restriction undertakings

  1. Definitions (Chapter 5)
  2. Disqualification undertaking — initiation of procedure that provides person opportunity to submit to disqualification
  3. Effect of delivery of notice under section 850, giving of disqualification undertaking on foot thereof and related matters
  4. Restriction undertaking — initiation of procedure that provides person opportunity to submit to restriction
  5. Effect of delivery of notice under section 852, giving of restriction undertaking on foot thereof and related matters
  6. Regulations for the purposes of sections 850 to 853

CHAPTER  6

Enforcement in relation to disqualification and restriction

  1. Offence of contravening disqualification order or restriction
  2. Offence of acting under directions of person where directions given in contravention of this Part
  3. Period of disqualification following conviction of offence under this Chapter
  4. Company may recover consideration
  5. Person acting while disqualified or restricted liable for debts of company
  6. Person acting under directions of disqualified person liable for debts of company
  7. Relief from liability under section 858, 859 or 860
  8. Court may require director to give certain information
  9. Information to be supplied to Registrar
  10. Register of disqualified persons

CHAPTER  7

Provisions relating to offences generally

  1. Summary prosecutions
  2. District court district within which summary proceedings may be brought
  3. Period within which summary proceedings may be commenced
  4. Prosecution of companies on indictment
  5. Offences by body committed with consent of its officer
  6. Further offence, where contravention continued after conviction for an offence, and penalties for such offence
  7. Categories 1 to 4 offences — penalties
  8. Court may order that convicted person remedy breach
  9. Notice by Director to remedy default
  10. Special provisions applying where default in delivery of documents to Registrar

CHAPTER  8

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

  1. Civil enforcement of prohibition on trading under misleading name
  2. Offence of providing false information
  3. Offence of destruction, mutilation or falsification of book or document
  4. Offence of fraudulently parting with, altering or making omission in book or document

CHAPTER  9

Evidential matters

  1. Proof of certificate as to overseas incorporation
  2. Proof of incorporation under overseas legislation
  3. Admissibility in evidence of certain matters
  4. Provision of information to juries
  5. Certificate evidence
  6. Documentary evidence
  7. Saving for privileged communications in context of requirements under section 724
  8. Statutory declaration made in foreign place
PART 15 FUNCTIONS OF REGISTRAR AND OF REGULATORY AND ADVISORY BODIES CHAPTER 1

CHAPTER 1

Registrar of Companies

  1. Registration office, “register”, officers and CRO Gazette
  2. Authentication of documents other than by signing or sealing them
  3. Fees
  4. Annual report by Registrar
  5. Inspection and production of documents kept by Registrar
  6. Admissibility of certified copy or extract
  7. Certificate by Registrar admissible as evidence of facts stated
  8. Disposal of documents filed with Registrar
  9. Registrar may apply system of information classification
  10. Delivery to Registrar of documents in legible form
  11. Delivery of documents in electronic form may be made mandatory
  12. Registrar’s notice that document does not comply
  13. Supplementary and clarificatory provisions for section 898

CHAPTER  2

Irish Auditing and Accounting Supervisory Authority

  1. Interpretation (Chapter 2)
  2. Continuance of designation of Irish Auditing and Accounting Supervisory Authority and other transitional matters
  3. Membership of Supervisory Authority
  4. Amendment to memorandum or articles
  5. Objects of Supervisory Authority
  6. Functions of Supervisory Authority
  7. General powers
  8. Board of directors
  9. Supplementary provisions in relation to board of directors
  10. Chief executive officer (including provision of transitional nature)
  11. Work programme
  12. Annual programme of expenditure
  13. Specification in annual programme of expenditure of amounts for reserve fund
  14. Review of work programme
  15. Funding
  16. Application of money received by Supervisory Authority
  17. Supervisory Authority may levy prescribed accountancy bodies
  18. Supervisory Authority may levy certain companies and other undertakings
  19. Funding in respect of functions of Supervisory Authority under certain regulations
  20. Reserve fund
  21. Borrowing
  22. Excess revenue
  23. Employees (including provision of a transitional nature)
  24. Director’s obligations when material interest in arrangement, contract or agreement with Supervisory Authority arises
  25. Effect of breach of director’s obligations in relation to material interest
  26. Employee’s duty of disclosure
  27. Superannuation scheme
  28. Accounts and audit
  29. Annual report
  30. Accountability to Dáil Éireann
  31. Recognition of body of accountants
  32. Provisions in relation to recognition by Supervisory Authority under section 930
  33. Consultation by Supervisory Authority regarding standards and qualifications
  34. Intervention in disciplinary process of prescribed accountancy bodies
  35. Investigation of possible breaches of standards of prescribed accountancy bodies
  36. Supplemental provisions in relation to section 934 (including as concerns its relationship to provisions of 2010 Audits Regulations)
  37. Review of members of recognised accountancy bodies
  38. Delegation of Supervisory Authority’s functions
  39. Hearings, privileges and procedural rules
  40. Supervisory Authority’s seal and instruments
  41. Confidentiality of information
  42. Appeals to and orders of the court, including orders confirming decisions of Supervisory Authority
  43. Liability of Supervisory Authority for acts, omissions, etc.
  44. Minister’s power to make regulations for purposes of Chapter, etc.
  45. Prior approval by Houses of Oireachtas required for certain regulations

CHAPTER  3

Director of Corporate Enforcement

  1. Director of Corporate Enforcement
  2. Terms and conditions of appointment
  3. Removal, cessation or disqualification of Director
  4. Acting Director of Corporate Enforcement
  5. Functions of Director
  6. Superannuation
  7. Secondment to Director’s office of member of Garda Síochána
  8. Delegation by Director
  9. Liability of Director or officer for acts and omissions
  10. Director’s annual report
  11. Director shall report as required
  12. Confidentiality of information
  13. Disclosure of information to Director

CHAPTER  4

Company Law Review Group

  1. Company Law Review Group
  2. Functions of Review Group
  3. Membership of Review Group
  4. Meetings and business of Review Group
  5. Annual report and provision of information to Minister
PART 16 - DESIGNATED ACTIVITY COMPANIES

CHAPTER  1

Preliminary and definitions

  1. Definitions (Part 16)
  2. Application of Parts 1 to 14 to DACs

CHAPTER  2

Incorporation and consequential matters

  1. Way of forming a DAC and the 2 types of DAC
  2. DAC to carry on activity in the State
  3. The form of a DAC’s constitution
  4. Supplemental provisions in relation to constitution
  5. Provisions as to names of DACs
  6. Trading under a misleading name
  7. Power to dispense with “designated activity company” or Irish equivalent in name of charitable and other companies
  8. Capacity of a DAC
  9. Capacity not limited by a DAC’s constitution
  10. Alteration of objects clause by special resolution
  11. Supplemental provisions in relation to section 974
  12. Restriction of section 32(1) in relation to a DAC limited by guarantee
  13. Alteration of articles by special resolution
  14. Power to alter provisions in memorandum which could have been contained in articles

CHAPTER  3

Share capital

  1. Status of existing guarantee company, having a share capital
  2. Transitional provision — use of “limited” or “teoranta” by existing guarantee company, having a share capital
  3. Limitation on offers by DACs of securities to the public
  4. Variation of rights attached to special classes of shares
  5. Application of section 114 in relation to DACs
  6. Uncertificated transfer of securities

CHAPTER  4

Corporate governance

  1. Directors
  2. Limitation on number of directorships
  3. Membership of DAC limited by guarantee confined to shareholders
  4. DAC, with 2 or more members, may not dispense with holding a.g.m.
  5. Application of section 193 in relation to a DAC
  6. Application of section 194 in relation to a DAC

CHAPTER  5

Financial statements, annual return and audit

  1. Non-application of Part 6 to DACs that are credit institutions or insurance undertakings
  2. Requirement for corporate governance statement and modification of certain provisions of Parts 5 and 6 as they apply to DACs
  3. Modification of definition of “IAS Regulation” in the Case of DACs
  4. Application of sections 297, 350 and 362 to a DAC
  5. Disclosures by DAC that is a credit institution
  6. Exemption from filing with Registrar financial statements, etc.

CHAPTER  6

Liability of contributories in winding up

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

CHAPTER  7

Examinerships

  1. Petitions for examinerships

CHAPTER  8

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

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

 

PART 17 - PUBLIC LIMITED COMPANIES

CHAPTER 1

Preliminary and definitions

  1. Interpretation (Part 17)
  2. Investment company to be a PLC but non-application of this Part to that company type
  3. Application of Parts 1 to 14 to PLCs
  4. Societas Europaea to be regarded as PLC

CHAPTER  2

Incorporation and consequential matters

  1. Way of forming a PLC
  2. PLC to carry on activity in the State
  3. The form of a PLC’s constitution
  4. Supplemental provisions in relation to constitution and continuance in force of existing memorandum and articles
  5. Provisions as to names of PLCs
  6. Trading under a misleading name
  7. Restriction on commencement of business by a PLC
  8. Capacity of a PLC
  9. Capacity not limited by a PLC’s constitution
  10. Alteration of objects clause by special resolution
  11. Supplemental provisions in relation to section 1013
  12. Alteration of articles by special resolution
  13. Power to alter provisions in memorandum which could have been contained in articles
  14. Official seal for sealing securities
  15. Status of existing PLC

CHAPTER  3

Share capital

  1. Provisions as to shares transferable by delivery (general prohibition and provision for certain letters of allotment)
  2. Capacity to make public offers of securities
  3. Allotment of shares and other securities
  4. Pre-emption rights
  5. Interpretation and supplemental provisions in relation to section 1022
  6. Status of authority to allot shares conferred prior to company’s re-registration as a PLC
  7. Subscription of share capital
  8. Payment for allotted shares
  9. Payment of non-cash consideration
  10. Expert’s report on non-cash consideration before allotment of shares
  11. Supplemental provisions in relation to section 1028
  12. Expert’s report: supplemental provisions in relation to section 1028
  13. Dispensation from section 1028 — certain securities or money-market instruments constituting consideration for allotment
  14. Dispensation from section 1028 — consideration for allotment other than securities and money-market instruments referred to in section 1031
  15. Dispensation from section 1028: cases in which consideration for allotment falls into both section 1031 and section 1032
  16. Expert’s report on non-cash assets acquired from subscribers, etc.
  17. Supplemental provisions in relation to section 1034
  18. Relief
  19. Special provisions as to issue of shares to subscribers
  20. Enforceability of undertakings made in contravention of certain provisions of Chapter
  21. Adaptation of section 102(1) and (2) in relation to a PLC
  22. Treatment of own shares held by or on behalf of a PLC
  23. Supplemental provisions in relation to section 1040 (including definition of “relevant period”)
  24. Charges taken by PLC on own shares
  25. Application of certain provisions of section 82(6) in relation to PLCs
  26. Variation of rights attached to special classes of shares
  27. Restriction on transfer of shares

CHAPTER  4

Interests in shares: disclosure of individual and group acquisitions

  1. Purpose of Chapter
  2. Interpretation and supplemental (Chapter 4)
  3. Duty of disclosure — first class of case in which duty arises
  4. Notifiable interest
  5. Duty of disclosure — second class of case in which duty arises
  6. “Percentage level” in relation to notifiable interests
  7. The notifiable percentage
  8. Particulars to be contained in notification
  9. Notification of family and corporate interests
  10. “Share acquisition agreement” — meaning
  11. Duties of disclosure arising in consequence of section 1055
  12. Duty of persons acting together to keep each other informed
  13. Interest in shares by attribution
  14. Interest in shares that are notifiable interests for purposes of Chapter
  15. Enforcement of notification obligation
  16. Individual and group acquisitions register
  17. Company investigations concerning interests in shares
  18. Registration of interest disclosed under section 1062
  19. Company investigations on requisition by members
  20. Company reports on investigation
  21. Penalty for failure to provide information
  22. Removal of entries from register
  23. Entries, when not to be removed
  24. Where register to be kept, inspection of register, inspection of reports, etc.
  25. Duty of PLC to notify authorised market operator

CHAPTER  5

Acquisition of own shares and certain acquisitions by subsidiaries

  1. Additional (general) provisions relating to acquisition by PLCs of own shares
  2. “Market purchase”, “overseas market purchase” and “off-market purchase”
  3. Authority for PLC’s purchase of own shares
  4. Market purchase of own shares
  5. Off-market purchase of own shares
  6. Assignment or release of company’s right to purchase own shares
  7. Relationship of certain acquisition provisions to those in Part 3
  8. Off-market re-allotment of treasury shares by PLC
  9. Return to be made to Registrar under section 116(1)
  10. Duty of PLC to publish particulars of overseas market purchase
  11. Duty of PLC to notify authorised market operator

CHAPTER  6

Distribution by a PLC

  1. Restriction on distribution of assets
  2. Relevant financial statements in the case of distribution by PLC
  3. Limitation on reduction by a PLC of its company capital

CHAPTER  7

Uncertificated securities

  1. Transfer in writing
  2. Power to make regulations for the transfer of securities
  3. Supplemental provisions in relation to section 1086

CHAPTER  8

Corporate governance

  1. Number of directors of a PLC
  2. PLC, with 2 or more members, may not dispense with holding of a.g.m.
  3. Rotation of directors
  4. Modification of section 149(8)’s operation where public or local offer co-incides with change among directors
  5. Remuneration of directors
  6. Application of section 193 in relation to PLC
  7. Provisions consequent on participation by PLC in system for uncertificated transfer of securities
  8. Attendance and voting at meetings
  9. Notice of meetings
  10. Application of section 167 to PLC that is not a public-interest entity under S.I. No.220 of 2010
  11. Length of notice of general meetings to be given
  12. Additional rights of shareholders in certain PLCs (provisions implementing Shareholders’ Rights Directive 2007/36/EC)
  13. Equality of treatment of shareholders
  14. Requisitioning of general meeting by members — modification of section 178(3)
  15. Length of notice of general meetings to be given by traded PLC
  16. Additional provisions concerning notice under section 181 by a traded PLC
  17. Right to put items on the agenda of the general meeting and to table draft resolutions
  18. Requirements for participation and voting in general meeting
  19. Participation in general meeting by electronic means
  20. Right to ask questions
  21. Provisions concerning appointment of proxies
  22. Traded PLC may permit vote to be cast in advance by correspondence
  23. Voting results

CHAPTER  9

Duties of directors and other officers

  1. Obligation to convene extraordinary general meeting in event of serious loss of capital
  2. Qualifications of secretary of a PLC

CHAPTER  10

Financial statements, annual return and audit

  1. Voting by director in respect of certain matters: prohibition and exceptions thereto
  2. Non-application of Part 6 to PLCs that are credit institutions or insurance undertakings
  3. Requirement for corporate governance statement and modification of certain provisions of Parts 5 and 6 as they apply to PLCs
  4. Modification of definition of “IAS Regulation” in the case PLCs
  5. Obligation for a PLC’s statutory financial statements to be audited
  6. Statutory auditors’ report on revised financial statements and revised report
  7. Summary financial statements and circulation of them to members in lieu of full financial statements
  8. Application of sections 310 to 313

CHAPTER  11

Debentures

  1. Provisions as to register of debenture holders

CHAPTER  12

Examinerships

  1. Petitions for examinerships

CHAPTER  13

Reorganisations

  1. Acquisitions of uncertificated securities from dissenting shareholders

CHAPTER  14

Strike off and restoration

  1. Power of Registrar to strike PLC off register
  2. Reinstatement as PLC confined to company which had such status before dissolution

CHAPTER  15

Investigations

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

CHAPTER  16

Mergers

  1. Interpretation (Chapter 16)
  2. Requirement for Chapter to apply
  3. Mergers to which Chapter applies — definitions and supplementary provision
  4. Merger may not be put into effect save in accordance with this Chapter
  5. Common draft terms of merger
  6. Directors’ explanatory report
  7. Expert’s report
  8. Merger financial statement
  9. Registration and publication of documents
  10. Inspection of documents
  11. General meetings of merging companies
  12. Electronic means of making certain information available for purposes of section 1137
  13. Meetings of classes of shareholders
  14. Purchase of minority shares
  15. Application for confirmation of merger by court
  16. Protection of creditors
  17. Preservation of rights of holders of securities
  18. Confirmation order
  19. Certain provisions not to apply where court so orders
  20. Registration and publication of confirmation of merger
  21. Civil liability of directors and experts
  22. Criminal liability for untrue statements in merger documents

CHAPTER  17

Divisions

  1. Interpretation (Chapter 17)
  2. Requirements for Chapter to apply
  3. Divisions to which this Chapter applies — definitions and supplementary provisions
  4. Division may not be put into effect save under and in accordance with this Chapter
  5. Common draft terms of division
  6. Directors’ explanatory report
  7. Expert’s report
  8. Division financial statement
  9. Registration and publication of documents
  10. Inspection of documents
  11. General meetings of companies involved in a division
  12. Electronic means of making certain information available for purposes of section 1159
  13. Meetings of classes of shareholders
  14. Purchase of minority shares
  15. Application for confirmation of division by court
  16. Protection of creditors and allocation of liabilities
  17. Preservation of rights of holders of securities
  18. Confirmation order
  19. Certain provisions not to apply where court so orders
  20. Registration and publication of confirmation of division
  21. Civil liability of directors and experts
  22. Criminal liability for untrue statements in division documents

CHAPTER  18

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

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

 

Part 18 - GUARANTEE COMPANIES

CHAPTER  1

Preliminary and definitions

  1. Definitions (Part 18)
  2. Application of Parts 1 to 14 to CLGs

CHAPTER  2

Incorporation and consequential matters

  1. Way of forming a CLG
  2. CLG to carry on activity in the State
  3. The form of a CLG’s constitution
  4. Supplemental provisions in relation to constitution and continuance in force of existing memorandum and articles
  5. Provisions as to names of CLGs
  6. Trading under a misleading name
  7. Power to dispense with “company limited by guarantee” or Irish equivalent in name of charitable and other companies
  8. Prohibition on certain provisions in constitution, etc. and issuing of shares
  9. Capacity of a CLG
  10. Capacity not limited by a CLG’s constitution
  11. Alteration of objects clause by special resolution
  12. Supplemental provisions in relation to section 1184
  13. Restriction of section 32(1) in relation to CLGs
  14. Alteration of articles by special resolution
  15. Power to alter provisions in memorandum which could have been contained in articles
  16. Status of existing guarantee company
  17. Transitional provision — use of “limited” or “teoranta” by existing guarantee company

CHAPTER  3

Share capital

  1. Limitation on offers by CLGs of securities to the public
  2. Application of section 114 in relation to CLGs
  3. Uncertificated transfer of securities

CHAPTER  4

Corporate governance

  1. Directors
  2. Limitation on number of directorships
  3. Rotation of directors
  4. Remuneration of directors
  5. Removal of directors
  6. Membership
  7. Personation of member: offence
  8. Register of members
  9. CLG, with 2 or more members, may not dispense with holding of a.g.m.
  10. Convening of extraordinary general meeting on requisition
  11. Persons entitled to notice of general meetings
  12. Proxies
  13. Votes of members
  14. Right to demand a poll
  15. Application of section 193 in relation to a CLG
  16. Application of section 198 in relation to a CLG
  17. Application of Chapter 5 of Part 5 to a CLG

CHAPTER  5

Financial statements, annual return and audit

  1. Non-application of Part 6 to CLGs that are credit institutions or insurance undertakings
  2. Requirement for corporate governance statement and modification of certain provisions of Parts 5 and 6 as they apply to CLGs
  3. Modification of definition of “IAS Regulation” in the case of CLGs
  4. Application of section 297 to a CLG
  5. Disclosures by CLG that is credit institution
  6. Disclosure of membership changes in CLG’s financial statements
  7. Disapplication of sections 325(1)(c) and 329 to a CLG
  8. Application of sections 334, 350 and 362 to a CLG
  9. Qualification of section 338 in the case of a CLG
  10. Exemption from filing with Registrar financial statements, etc.
  11. Application of section 392 to a CLG
  12. Application of section 393 to a CLG

CHAPTER  6

Liability of contributories in winding up

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

CHAPTER  7

Examinerships

  1. Petitions for examinerships

CHAPTER  8

Investigations

  1. Application of section 747(2) to CLGs

CHAPTER  9

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

  1. Application of Chapters 1, 2 and 4 of Part 23 to CLGs
PART 19 - UNLIMITED COMPANIES

CHAPTER  1

Preliminary and definitions

  1. Interpretation (Part 19)
  2. Three types of unlimited company and uniform words to be affixed to name
  3. References to unlimited company to mean ULC, PUC or PULC
  4. Application of Parts 1 to 14 to unlimited companies

CHAPTER  2

Incorporation and consequential matters

  1. Way of forming an unlimited company
  2. Unlimited company to carry on activity in the State
  3. The form of the constitution of an ULC or PUC
  4. The form of the constitution of a PULC
  5. Supplemental provisions in relation to constitution referred to in section 1233 or 1234 and continuance in force of existing memorandum and articles
  6. Effect of registration
  7. Provisions as to names of unlimited companies
  8. Trading under a misleading name
  9. Capacity of an unlimited company
  10. Capacity not limited by the constitution of an unlimited company
  11. Alteration of objects clause by special resolution
  12. Supplemental provisions in relation to section 1241
  13. Application of section 1018 to PUCs and PULCs
  14. Alteration of articles by special resolution
  15. Power to alter provisions in memorandum which could have been contained in articles
  16. Status of existing unlimited company
  17. Transitional provision — omission of “unlimited company” or “cuideachta neamhtheoranta” by existing unlimited company

CHAPTER  3

Share capital

  1. Application of section 68 to PUCs and PULCs
  2. Authority to allot and pre-emption rights in the case of a PUC
  3. Variation of rights attached to special classes of shares
  4. Variation of company capital
  5. Reduction of company capital
  6. Application of section 94 to ULCs and PUCs
  7. Application of section 114 in relation to PULCs
  8. Making of distributions unrestricted in the case of unlimited companies
  9. Uncertificated transfer of securities

CHAPTER  4

Corporate governance

  1. Directors
  2. Limitation on number of directorships
  3. Membership of a PULC
  4. Personation of member: offence
  5. Register of members
  6. Unlimited company, with 2 or more members, may not dispense with holding of a.g.m.
  7. Application of section 193 in relation to an unlimited company

CHAPTER  5

Financial statements, annual return and audit

  1. Definitions (Chapter 5)
  2. Non-application of Part 6 to unlimited companies that are credit institutions or insurance undertakings
  3. Requirement for corporate governance statement and modification of certain provisions of Parts 5 and 6 as they apply to PUCs and PULCs
  4. Modification of definition of “IAS regulation” in the case of PUCs and PULCs
  5. Application of section 297 to a PULC
  6. Disclosures by unlimited company that is a credit institution
  7. Disclosure of membership changes in PULC’s financial statements
  8. Disapplication of sections 325(1)(c) and 329 to a PULC
  9. Application of section 362 to an ULC and obligation on other unlimited companies to have their financial statements audited
  10. Qualification of section 338 in the case of a PULC
  11. No requirement to deliver financial statements, etc., with annual return in the case of certain ULCs
  12. Application of section 392 to a PULC
  13. Application of section 393 to a PULC
  14. Documents to be annexed to annual return of non-designated ULC

CHAPTER  6

Winding up

  1. Liability as contributories of past and present members
  2. Payment of debts due by contributory to the unlimited company and extent to which set-off allowed

CHAPTER  7

Examinerships

  1. Petitions for examinerships

CHAPTER  8

Investigations

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

CHAPTER  9

Public offers of securities, market abuse, etc.

  1. Application of Chapters 1, 2 and 4 of Part 23 to PUCs and PULCs
PART 20 RE-REGISTRATION

CHAPTER  1

Interpretation

  1. Interpretation (Part 20)

CHAPTER  2

General provisions as to re-registration

  1. Company may re-register as another company type
  2. Procedure generally for re-registration
  3. Additional statements required of company that is to have a share capital on its re- registration
  4. PLC’s resolution to re-register as a private company limited by shares or DAC may be cancelled by court
  5. Re-registration upon reduction of company capital of a PLC

CHAPTER  3

Special requirements for re-registration

  1. What this Chapter does and references to relevant Chapter 2 requirements
  2. Particular requirements for re-registration as a private company limited by shares
  3. Particular requirements for re-registration of company as a PLC
  4. Requirements as to share capital of a company applying to re-register as a PLC
  5. Shares allotted by company applying to re-register as PLC between balance sheet date and passing of special resolution
  6. Application of certain other provisions of Part 17 on allotments to a company that passed resolution for re-registration
  7. Power of unlimited company to provide for reserve share capital on re-registration
  8. Particular requirements for re-registration of limited company as unlimited
  9. Particular requirements for re-registration of company as a CLG
  10. Particular requirements for re-registration of company as a DAC limited by shares
  11. Particular requirements for re-registration of company as a DAC limited by guarantee

 

PART 21 - EXTERNAL COMPANIES

CHAPTER  1

Preliminary

  1. Interpretation (Part 21)
  2. Application to external companies of certain provisions of Parts 1 to 14

CHAPTER  2

Filing obligations of external companies

  1. Filing obligations of EEA company
  2. Accounting documents to be filed by EEA company
  3. Filing obligations of non-EEA company
  4. Accounting documents to be filed by non-EEA company
  5. Return of capital by non-EEA company

CHAPTER  3

Disclosure in certain business documents and translation of documents

  1. Disclosure on letters and order forms
  2. Notice of delivery to be published in CRO Gazette
  3. Translation of documents

CHAPTER  4

Service of documents

  1. Service of documents

CHAPTER  5

Compliance

  1. Duty of securing compliance with this Part
PART 22 UNREGISTERED COMPANIES AND JOINT STOCK COMPANIES

CHAPTER 1

Application of Act to unregistered companies

  1. Application of certain provisions of Act to unregistered companies
  2. Minister’s power to make regulations in relation to Schedule 14

CHAPTER  2

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

  1. Definitions (Chapter 2)
  2. Registration as a company of body to which section 1312(1) applies
  3. Requirements for registration under this Chapter as company
  4. Particular requirements for registration of body corporate as a PLC
  5. Requirements as to share capital of body corporate applying to register as a PLC
  6. Shares allotted by body corporate applying to register as PLC between balance sheet date and passing of registration resolution
  7. Application of certain other provisions of Part 17 on allotments to a body that passed resolution for registration as a PLC
  8. Regulations for special cases
  9. Change of name for purposes of registration
  10. Registration and its effects
  11. Supplemental provisions in relation to section 1323
  12. Consequential repeals

CHAPTER  3

Winding up of unregistered company

  1. Chapter 3 — construction of expression “unregistered company”
  2. Restriction of this Chapter
  3. Winding up of unregistered companies
  4. Cases in which unregistered company shall be deemed to be unable to pay its debts
  5. Contributories in winding up of unregistered company
  6. Power of court to stay or restrain proceedings
  7. Actions stayed on winding-up order
  8. Provisions of this Chapter to be cumulative

CHAPTER  4

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

  1. Application of Act to companies registered but not formed under former Companies Acts
  2. Application of Act to unlimited companies re-registered as limited companies under certain former enactments
  3. Provisions as to companies registered under Joint Stock Companies Acts

CHAPTER  5

Registration of joint stock companies under this Act

  1. Interpretation (Chapter 5)
  2. Companies capable of being registered
  3. Requirements for registration of joint stock companies
  4. Verifications of lists of members and directors of company for purposes of registration
  5. Registrar may require evidence as to nature of company
  6. Addition of “limited” or “teoranta”, etc. to name
  7. Certificate of registration of existing company
  8. Effects of registration under this Chapter
  9. Power to substitute memorandum and articles for deed of settlement
  10. Power of court to stay or restrain proceedings
  11. Actions stayed on winding-up order

 

PART 23 PUBLIC OFFERS OF SECURITIES, FINANCIAL REPORTING BY TRADED COMPANIES, PREVENTION OF MARKET ABUSE, ETC.

CHAPTER  1

Public offers of securities

  1. Interpretation (Chapter 1)
  2. Civil liability for misstatements in prospectus
  3. Exceptions and exemptions
  4. Restriction of liability where non-equity securities solely involved
  5. Indemnification of certain persons
  6. Expert’s consent to issue of prospectus containing statement by him or her
  7. Regulations (Chapter 1)
  8. Saver for existing Prospectus Regulations
  9. Penalties on conviction on indictment and defences in respect of certain offences
  10. Untrue statements and omissions in prospectus: criminal liability
  11. Requirements about minimum subscriptions, matters to be stated in offer documentation in that regard, etc.
  12. Supplemental provisions in relation to section 1358
  13. Further supplemental provisions in relation to section 1358: effect of irregular allotment
  14. Local offers
  15. Exclusion of Investment Intermediaries Act 1995
  16. Power to make certain rules and issue guidelines
  17. Certain agreements void

CHAPTER  2

Market abuse

  1. Interpretation (Chapter 2)
  2. Regulations (Chapter 2)
  3. Saver for existing Market Abuse Regulations
  4. Conviction on indictment of offences under Irish market abuse law: penalties
  5. Civil liability for certain breaches of Irish market abuse law
  6. Supplementary rules, etc., by competent authority
  7. Application of Irish market abuse law to certain markets

CHAPTER  3

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

  1. Definition (Chapter 3)
  2. Corporate governance statement in the case of a traded company
  3. Application of section 225 to a traded company
  4. Application of sections 279 and 280 to a traded company excluded
  5. Application of sections 290(7)(b), 293 and 362 to a traded company
  6. Certain exemptions from consolidation of financial statements not available to traded company
  7. DAC or CLG that is a traded company may not file abridged financial statements

CHAPTER  4

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

  1. Interpretation (Chapter 4)
  2. Power to make certain regulations (Chapter 4)
  3. Saver for existing Transparency Regulations
  4. Conviction on indictment of offences under transparency (regulated markets) law
  5. Supplementary rules, etc. by competent authority
  6. Application of transparency (regulated markets) law to certain markets

 

PART 24 - INVESTMENT COMPANIES

CHAPTER  1

Preliminary and interpretation

  1. Interpretation (Part 24)
  2. Definition of “investment company” and construction of references to nominal value of shares, etc.
  3. Application of Parts 1 to 14 to investment companies
  4. Application of Part 17 to investment companies
  5. Adaptation of certain provisions of UCITS Regulations

CHAPTER  2

Incorporation and registration

  1. Way of forming an investment company
  2. Investment company to carry on activity in the State
  3. The form of an investment company’s constitution
  4. Supplemental provisions in relation to constitution and continuance in force of existing memorandum and articles
  5. Status of existing investment company
  6. Authorisation by Central Bank
  7. Powers of Central Bank
  8. Default of investment company or failure in performance of its investments

CHAPTER  3

Share capital

  1. Power of company to purchase own shares
  2. Treatment of purchased shares

CHAPTER  4

Financial statements

  1. Statutory financial statements
  2. Requirement for corporate governance statement and modification of certain provisions of Parts 5 and 6 as they apply to investment companies

CHAPTER  5

Winding up

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

CHAPTER  6

Restoration

  1. Restoration by the court

CHAPTER  7

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

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

CHAPTER  8

Umbrella funds and sub-funds

  1. Segregated liability of investment company sub-funds
  2. Requirements to be complied with by, and other matters respecting, an umbrella fund to which section 1405(1) applies
  3. Further matters respecting an umbrella fund to which section 1405(1) applies

CHAPTER  9

Migration of funds

  1. Definitions (Chapter 9)
  2. “Registration documents” — meaning
  3. Continuation of foreign investment company
  4. Supplemental provisions in relation to section 1410
  5. Definitions for the purposes of de-registration provisions contained in sections 1413 and 1414
  6. De-registration of companies when continued under the law of place outside the State
  7. Supplemental provisions in relation to section 1413
  8. Statutory declaration as to solvency
PART 25 MISCELLANEOUS

CHAPTER  1

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

  1. Preliminary and interpretation (Chapter 1)
  2. Recognition of winding up orders of non-European Union states and Denmark
  3. Purpose of sections 1419 to 1428
  4. Registration of judgments given in insolvency proceedings
  5. Publication in relation to insolvency proceedings outside State
  6. Registration of insolvency judgments
  7. Enforcement in State of insolvency judgments
  8. Interest on insolvency judgments and payment of costs
  9. Currency of payments under enforceable insolvency judgments
  10. Preservation measures
  11. Venue
  12. Language of claims in relation to insolvency proceedings outside State
  13. Non-recognition or non-enforcement of judgments

CHAPTER  2

Other miscellaneous provisions

  1. Deemed consent to disclosure with respect to interest in shares or debentures acquired
  2. Extension of Chapter 1 of Part 9 to any company liable to be wound up
  3. Application of sections 113 to 115 to bodies corporate generally
  4. Saving for enactments providing for winding up under certain former Companies Acts
  5. Application of section 405 to every type of company and society
  6. Restriction of section 58 of the Solicitors Act 1954
  7. Prohibition of partnerships with more than 20 members
  8. Prohibition of banking partnership with more than 10 members
  9. Signing of statutory financial statements in case of credit institution registered after 15 August 1879
  10. Audit by Comptroller and Auditor General of companies not trading for gain
  11. Application of sections 1402 and 1403 to companies that are UCITS
  12. Relationship between Chapters 1 and 2 of Part 9 and Irish Takeover Panel Act 1997
  13. Eligibility to act as public auditor
  14. Certain captive insurers and re-insurers: exemption from requirement to have audit committee
  15. Assurance company holding shares in its holding company
  16. Realised profits of assurance companies
  17. Amendment of section 30 of Multi-Unit Developments Act 2011
  18. Provision as to names of companies formed pursuant to statute
  19. Disapplication of section 7 of Official Languages Act 2003
  20. Provision in respect of certain discretion afforded by Commission Decision 2011/30/ EU