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S.I. No. 353/2023 - European Union (Dematerialised Securities) Regulations 2023

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the making

this Statutory Instrument was published in “Iris Oifigiúil”

7th July, 2023. I, SIMON COVENEY, Minister for Enterprise, Trade and Employment, in exercise

the powers conferred on me by section 3

the European Communities Act 1972 (No. 27

1972) and for the purpose

giving further effect to Regulation (EU) No 909/2014

the European Parliament and

the Council

23 July 20141 on improving securities settlement in the European Union and on central securities depositories and amending Directives 98/26/EC and 2014/65/EU and Regulation (EU) No 236/2012, hereby make the following regulations: Citation

  1. These Regulations may be cited as the European Union (Dematerialised Securities) Regulations
  2. Definition
  3. In these Regulations, “Principal Act” means the Companies Act 2014 (No. 38

2014). Chapter 5A – Dematerialisation

applicable securities 3. Part 3

the Principal Act is amended by the insertion

the following Chapter after Chapter 5: “Chapter 5A Dematerialisation

applicable securities Interpretation and application 101A.

(1)In this Chapter – ‘applicable securities’ means transferable securities as defined in point
(44)

Article 4

(1)

Directive 2014/65/EU (or interests in them) that were, prior to 1 June 2015 – (

  1. a)issued by a relevant issuer, and (
  2. b)admitted to trading or listed on any market, whether a regulated market or not, in the State or elsewhere; ‘central securities depository’ has the same meaning as it has in section 1087A; ‘certificate’ means any certificate, or other document

, or evidencing, title to applicable securities, other than any register

securities; ‘CSD Regulation’ has the same meaning as it has in section 1087A; ‘nominee’ means, in respect

a central securities depository, any body as may from time to time be nominated by or on behalf

that central securities depository to hold applicable securities represented in that central securities depository’s securities settlement system; ‘relevant issuer’ means a company that has issued applicable securities.

(2)This Chapter shall apply from 1 January 2025 to any applicable securities issued on or before 1 June 2015. Abolition

certificates in respect

applicable securities 101B. A relevant issuer is not required to issue certificates in respect

applicable securities under this Act or any other enactment, and any certificates in issue in respect

applicable securities shall have no legal effect for the purpose

evidence

ownership

those securities or otherwise. Transfer

applicable securities

company 101C. Notwithstanding section 94, section 2

(1)

the Stock Transfer Act 1963 or any other enactment, a written instrument

transfer shall not be necessary to transfer the title to applicable securities that are transferred – (a) from a central securities depository or its nominee to any holder

the rights or interests in those securities, (

  1. b)from one central securities depository or its nominee to another central securities depository or its nominee, or (
  2. c)to a central securities depository or its nominee from any holder

the rights or interests in those securities. Disapplication

certain provisions to applicable securities 101D. Section 99

(2),
(3),
(4),
(5)and
(9)shall not apply to applicable securities. Disapplication

requirement for certificate in respect

applicable securities 101E. Any provision contained in – (

  1. a)a company’s constitution, (
  2. b)any resolution

a company, a company’s directors or the holders

applicable securities

a company, or (c) the terms

issue

any applicable securities, (however worded and whether express or implied), requiring a certificate in respect

applicable securities

the company shall not apply. Representation

applicable securities 101F. Nothing in this Chapter shall affect or restrict a company arranging for applicable securities to be represented in book-entry form as immobilisation or dematerialisation by a central securities depository or its nominee.”. Chapter 3A - Dematerialisation

applicable securities 4. Part 16

the Principal Act is amended by the insertion

the following Chapter after Chapter 3: “Chapter 3A Dematerialisation

applicable securities Interpretation 984A. In this Chapter – ‘applicable securities’ means transferable securities as defined in point

(44)

Article 4

(1)

Directive 2014/65/EU that are – (

  1. a)issued by a relevant issuer, and (
  2. b)admitted to trading or traded on a trading venue; ‘central securities depository’ has the same meaning as it has in section 1087A; ‘certificate’ means any certificate, or other document

, or evidencing, title to applicable securities, other than any register

securities; ‘CSD Regulation’ has the same meaning as it has in section 1087A; ‘nominee’ means, in respect

a central securities depository, any body as may from time to time be nominated by or on behalf

that central securities depository to hold applicable securities represented in that central securities depository’s securities settlement system; ‘relevant issuer’ means a DAC that has issued securities that are applicable securities; ‘trading venue’ has the same meaning as it has in section 1087I. Application

Chapter 984

B. This Chapter shall apply – (

  1. a)from 1 January 2023, to applicable securities issued after that date, and (
  2. b)from 1 January 2025, to any applicable securities issued on or before 1 January 2023. Abolition

certificates in respect

applicable securities 984C. A relevant issuer is not required to issue certificates in respect

applicable securities under this Act or any other enactment, and any certificates in issue in respect

applicable securities shall have no legal effect for the purpose

evidence

ownership

those securities or otherwise. Transfer

applicable securities

DAC 984D. Notwithstanding section 94, section 2

(1)

the Stock Transfer Act 1963 or any other enactment, a written instrument

transfer shall not be necessary to transfer the title to applicable securities that are transferred – (a) from a central securities depository or its nominee to any holder

the rights or interests in those securities, (

  1. b)from one central securities depository or its nominee to another central securities depository or its nominee, or (
  2. c)to a central securities depository or its nominee from any holder

the rights or interests in those securities. Disapplication

certain provisions to applicable securities 984E. Section 99

(2),
(3),
(4),
(5)and
(9)shall not apply to applicable securities. Disapplication

requirement for certificate in respect

applicable securities 984F. Any provision contained in – (

  1. a)a DAC’s constitution, (
  2. b)any resolution

a DAC, a DAC’s directors or the holders

applicable securities

a DAC, or (c) the terms

issue

any applicable securities, (however worded and whether express or implied), requiring a certificate in respect

applicable securities

the company shall not apply. Representation

applicable securities 984G. Nothing in this Chapter shall affect or restrict a DAC arranging for applicable securities to be represented in book-entry form as immobilisation or dematerialisation by a central securities depository or its nominee.”. Chapter 7B – Dematerialisation

applicable securities 5. Part 17

the Principal Act is amended by the insertion

the following Chapter after Chapter 7A: “Chapter 7B Dematerialisation

applicable securities Interpretation 1087I.

(1)In this Chapter – ‘applicable securities’ means transferable securities as defined in point
(44)

Article 4

(1)

Directive 2014/65/EU that – (

  1. a)are issued by a relevant issuer, (
  2. b)are admitted to trading or traded on a trading venue, and (
  3. c)are not ‘relevant securities’ within the meaning

Chapter 7

A

Part 17

; ‘central securities depository’ has the same meaning as it has in section 1087A; ‘certificate’ means any certificate, or other document

, or evidencing, title to applicable securities, other than any register

securities; ‘CSD Regulation’ has the same meaning as it has in section 1087A; ‘nominee’ means, in respect

a central securities depository, any body as may from time to time be nominated by or on behalf

that central securities depository to hold applicable securities represented in that central securities depository’s securities settlement system; ‘relevant issuer’ means a PLC that has issued securities that are applicable securities; ‘securities settlement system’ has the meaning given to it in section 1087A; ‘trading venue’ has the meaning given to it in Article 2

the CSD Regulation.

(2)A word or expression that is used in this Chapter, Chapter 5A

Part 3

or Chapter 3A

Part 16

and is also used in the CSD Regulation has, unless the contrary intention appears, the same meaning in this Chapter, Chapter 5A

Part 3

or Chapter 3A

Part 16

that it has in the CSD Regulation.

Application

Chapter 1087

J. This Chapter shall apply – (

  1. a)from 1 January 2023, to applicable securities issued after that date, and (
  2. b)from 1 January 2025, to any applicable securities issued on or before 1 January 2023. Abolition

certificates in respect

applicable securities 1087K. Notwithstanding subsections

(1)and
(4)

section 67 – (a) a relevant issuer is not required to issue certificates in respect

applicable securities under this Act or any other enactment, and (b) any certificates in issue in respect

applicable securities shall have no legal effect for the purpose

evidence

ownership

those applicable securities or otherwise. Transfer

applicable securities 1087L. Notwithstanding section 94

(4), section 2
(1)

the Stock Transfer Act 1963 or any other enactment, a written instrument

transfer shall not be necessary to transfer the title to applicable securities – (a) that are shares, or (b) in the case

applicable securities other than shares, that are transferred – (i) from a central securities depository or its nominee to any holder

the rights or interests in those securities, (ii) from one central securities depository or its nominee to another central securities depository or its nominee, or (iii) to a central securities depository or its nominee from any holder

the rights or interests in those securities. Restrictions on transfer

applicable securities 1087M. The provisions

section 95

(2)(b) shall apply to the directors’ power to decline to register any instrument

transfer

shares that are applicable securities with the modification that the instrument

transfer is not required to be accompanied by the certificate

the shares to which the instrument

transfer relates. Disapplication

certain provisions to applicable securities 1087N. The following sections shall not apply to applicable securities: (a) section 67

(3); (
  1. b)section 99 as it applies to shares and debentures allotted or, as the case may be, transferred; (
  2. c)section 1017 as it applies to securities issued by a PLC and documents creating or evidencing securities so issued; (
  3. d)subsections
(4)to
(8)

section 1019. Disapplication

requirement for certificate in respect

applicable securities 1087O. Any provision contained in – (a) a constitution

a PLC, (b) any resolution

a PLC, a PLC’s directors or the holders

applicable securities

a PLC, or (c) the terms

issue

any applicable securities, (however worded and whether express or implied), requiring a certificate in respect

applicable securities

the company shall not apply. Representation

applicable securities 1087P. Nothing in this Chapter shall affect or restrict a PLC arranging for applicable securities to be represented in book-entry form as immobilisation or dematerialisation by a central securities depository or its nominee.”. Application

Chapter 3

A

Part 16

to CLGs 6.

Part 18

the Principal Act is amended by the insertion

the following section after section 1193: “Application

Chapter 3

A

Part 16

to CLGs 1193A.

Chapter 3A

Part 16

, in so far as it applies to a designated activity company, shall apply to a CLG.”. Application

Chapter 3

A

Part 16

to PUCs and PULCs 7.

Part 19

the Principal Act is amended by the insertion

the following section after section 1263: “Application

Chapter 3

A

Part 16

to PUCs and PULCs 1263A.

Chapter 3A

Part 16

, in so far as it applies to a designated activity company, shall apply to a PUC and a PULC.”. GIVEN under my

ficial Seal, 4 July, 2023. SIMON COVENEY, Minister for Enterprise, Trade and Employment. EXPLANATORY NOTE (This note is not part

the Instrument and does not purport to be a legal interpretation.) These regulations provide for the dematerialisation

applicable securities in line with the requirements

the Central Securities Depository Regulation (Regulation (EU) No 909/2014

the European Parliament and

the Council

23 July 2014). Dematerialisation

all newly issued applicable securities will be required from 1 January 2023 and for all other applicable securities from 1 January 2025. 1 OJ No. L257, 28.08.2014, p.1 Privacy Statement Accessibility European Legislation Identifier (PDF) Open Data License Ráiteas Príobháideachais Inrochtaineacht Aitheantóir Eorpach Reachtaíochta (ELI) Ceadúnas Sonraí Oscailte Liosta Fianán © Government

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