Official sourcesirishstatutebook.ie · EUR-Lex
Europaius
Ireland
ČeštinaDeutschFrançaisEspañolPolskiItalianoNederlandsÖsterreichBelgiquePortuguêsSvenskaDanskSuomiSlovenčinaMagyarEestiLietuviųLatviešuSlovenščinaHrvatskiΚύπροςMaltiRomânăΕλληνικάLuxembourgБългарски
Ireland

Companies Act 2014

What is this act about?

This law, the Companies Act 2014, sets out the rules for how companies are formed, operated, and managed in Ireland. It covers everything from how a company is registered to the duties of its directors and how its finances are handled.

Who it applies to: Individuals and entities looking to form or currently operating a private company limited by shares in Ireland; Directors and secretaries of such companies.

At a glance

Country
Ireland
Area of law
Tax law
Articles
999
Source
irishstatutebook.ie
Text retrieved
Explanation updated

What does this act regulate?

  • The process of forming and registering a private company limited by shares.
  • The capacity, authority, and contractual arrangements of companies.
  • Rules regarding share capital, the issuance and transfer of shares, and distributions of profits.
  • Corporate governance, including the appointment, duties, and responsibilities of directors and secretaries.

Who does this act apply to?

  • Individuals and entities looking to form or currently operating a private company limited by shares in Ireland.
  • Directors and secretaries of such companies.

What are the key points?

  • The Act is structured to facilitate its use in relation to the most common type of company, which is a private company limited by shares.
  • A company must carry on activity in the State and certain activities are prohibited.
  • Companies must have a director resident in an EEA state, with exceptions for companies having a real and continuous link with economic activity in the State.
  • There are limitations on the number of directorships an individual can hold.

Legal guide

1
How to set up a limited company in Ireland: CRO, Form A1 and RBO

Tax law

8
Health (Homes For Incapacitated Persons) Act, 1964
Planning and Development (Amendment) Act 2025
Finance (Miscellaneous Provisions) Act, 1935
Finance (Local Property Tax) (Amendment) Act 2015
Finance Act, 1952
Customs and Excise (Miscellaneous Provisions) Act, 1988
Disclosure of Certain Information For Taxation and Other Purposes Act, 1996
Finance Act, 1924

Tax law

Legal text

Legal text
Contents (999)
  1. Section 1
  2. Section 2
  3. Section 3
  4. Section 4
  5. Section 5
  6. Section 6
  7. Section 7
  8. Section 8
  9. Section 9
  10. Section 10
  11. Section 11
  12. Section 12
  13. Section 13
  14. Section 14
  15. Section 15
  16. Section 16
  17. Section 17
  18. Section 18
  19. Section 19
  20. Section 20
  21. Section 21
  22. Section 22
  23. Section 23
  24. Section 24
  25. Section 25
  26. Section 26
  27. Section 27
  28. Section 28
  29. Section 29
  30. Section 30
  31. Section 31
  32. Section 32
  33. Section 33
  34. Section 34
  35. Section 35
  36. Section 36
  37. Section 37
  38. Section 38
  39. Section 39
  40. Section 40
  41. Section 41
  42. Section 42
  43. Section 43
  44. Section 44
  45. Section 45
  46. Section 46
  47. Section 47
  48. Section 48
  49. Section 49
  50. Section 50
  51. Section 51
  52. Section 52
  53. Section 53
  54. Section 54
  55. Section 55
  56. Section 56
  57. Section 57
  58. Section 58
  59. Section 59
  60. Section 60
  61. Section 61
  62. Section 62
  63. Section 63
  64. Section 64
  65. Section 65
  66. Section 66
  67. Section 67
  68. Section 68
  69. Section 69
  70. Section 70
  71. Section 71
  72. Section 72
  73. Section 73
  74. Section 74
  75. Section 75
  76. Section 76
  77. Section 77
  78. Section 78
  79. Section 79
  80. Section 80
  81. Section 81
  82. Section 82
  83. Section 83
  84. Section 84
  85. Section 85
  86. Section 86
  87. Section 87
  88. Section 88
  89. Section 89
  90. Section 90
  91. Section 91
  92. Section 92
  93. Section 93
  94. Section 94
  95. Section 95
  96. Section 96
  97. Section 97
  98. Section 98
  99. Section 99
  100. Section 100
  101. Section 101
  102. Section 102
  103. Section 103
  104. Section 104
  105. Section 105
  106. Section 106
  107. Section 107
  108. Section 108
  109. Section 109
  110. Section 110
  111. Section 111
  112. Section 112
  113. Section 113
  114. Section 114
  115. Section 115
  116. Section 116
  117. Section 117
  118. Section 118
  119. Section 119
  120. Section 120
  121. Section 121
  122. Section 122
  123. Section 123
  124. Section 124
  125. Section 125
  126. Section 126
  127. Section 127
  128. Section 128
  129. Section 129
  130. Section 130
  131. Section 131
  132. Section 132
  133. Section 133
  134. Section 134
  135. Section 135
  136. Section 136
  137. Section 137
  138. Section 138
  139. Section 139
  140. Section 140
  141. Section 141
  142. Section 142
  143. Section 143
  144. Section 144
  145. Section 145
  146. Section 146
  147. Section 147
  148. Section 148
  149. Section 149
  150. Section 150
  151. Section 151
  152. Section 152
  153. Section 153
  154. Section 154
  155. Section 155
  156. Section 156
  157. Section 157
  158. Section 158
  159. Section 159
  160. Section 160
  161. Section 161
  162. Section 162
  163. Section 163
  164. Section 164
  165. Section 165
  166. Section 166
  167. Section 167
  168. Section 168
  169. Section 169
  170. Section 170
  171. Section 171
  172. Section 172
  173. Section 173
  174. Section 174
  175. Section 175
  176. Section 176
  177. Section 177
  178. Section 178
  179. Section 179
  180. Section 180
  181. Section 181
  182. Section 182
  183. Section 183
  184. Section 184
  185. Section 185
  186. Section 186
  187. Section 187
  188. Section 188
  189. Section 189
  190. Section 190
  191. Section 191
  192. Section 192
  193. Section 193
  194. Section 194
  195. Section 195
  196. Section 196
  197. Section 197
  198. Section 198
  199. Section 199
  200. Section 200
  201. Section 201
  202. Section 202
  203. Section 203
  204. Section 204
  205. Section 205
  206. Section 206
  207. Section 207
  208. Section 208
  209. Section 209
  210. Section 210
  211. Section 211
  212. Section 212
  213. Section 213
  214. Section 214
  215. Section 215
  216. Section 216
  217. Section 217
  218. Section 218
  219. Section 219
  220. Section 220
  221. Section 221
  222. Section 222
  223. Section 223
  224. Section 224
  225. Section 225
  226. Section 226
  227. Section 227
  228. Section 228
  229. Section 229
  230. Section 230
  231. Section 231
  232. Section 232
  233. Section 233
  234. Section 234
  235. Section 235
  236. Section 236
  237. Section 237
  238. Section 238
  239. Section 239
  240. Section 240
  241. Section 241
  242. Section 242
  243. Section 243
  244. Section 244
  245. Section 245
  246. Section 246
  247. Section 247
  248. Section 248
  249. Section 249
  250. Section 250
  251. Section 251
  252. Section 252
  253. Section 253
  254. Section 254
  255. Section 255
  256. Section 256
  257. Section 257
  258. Section 258
  259. Section 259
  260. Section 260
  261. Section 261
  262. Section 262
  263. Section 263
  264. Section 264
  265. Section 265
  266. Section 266
  267. Section 267
  268. Section 268
  269. Section 269
  270. Section 270
  271. Section 271
  272. Section 272
  273. Section 273
  274. Section 274
  275. Section 275
  276. Section 276
  277. Section 277
  278. Section 278
  279. Section 279
  280. Section 280
  281. Section 281
  282. Section 282
  283. Section 283
  284. Section 284
  285. Section 285
  286. Section 286
  287. Section 287
  288. Section 288
  289. Section 289
  290. Section 290
  291. Section 291
  292. Section 292
  293. Section 293
  294. Section 294
  295. Section 295
  296. Section 296
  297. Section 297
  298. Section 298
  299. Section 299
  300. Section 300
  301. Section 301
  302. Section 302
  303. Section 303
  304. Section 304
  305. Section 305
  306. Section 306
  307. Section 307
  308. Section 308
  309. Section 309
  310. Section 310
  311. Section 311
  312. Section 312
  313. Section 313
  314. Section 314
  315. Section 315
  316. Section 316
  317. Section 317
  318. Section 318
  319. Section 319
  320. Section 320
  321. Section 321
  322. Section 322
  323. Section 323
  324. Section 324
  325. Section 325
  326. Section 326
  327. Section 327
  328. Section 328
  329. Section 329
  330. Section 330
  331. Section 331
  332. Section 332
  333. Section 333
  334. Section 334
  335. Section 335
  336. Section 336
  337. Section 337
  338. Section 338
  339. Section 339
  340. Section 340
  341. Section 341
  342. Section 342
  343. Section 343
  344. Section 344
  345. Section 345
  346. Section 346
  347. Section 347
  348. Section 348
  349. Section 349
  350. Section 350
  351. Section 351
  352. Section 352
  353. Section 353
  354. Section 354
  355. Section 355
  356. Section 356
  357. Section 357
  358. Section 358
  359. Section 359
  360. Section 360
  361. Section 361
  362. Section 362
  363. Section 363
  364. Section 364
  365. Section 365
  366. Section 366
  367. Section 367
  368. Section 368
  369. Section 369
  370. Section 370
  371. Section 371
  372. Section 372
  373. Section 373
  374. Section 374
  375. Section 375
  376. Section 376
  377. Section 377
  378. Section 378
  379. Section 379
  380. Section 380
  381. Section 381
  382. Section 382
  383. Section 383
  384. Section 384
  385. Section 385
  386. Section 386
  387. Section 387
  388. Section 388
  389. Section 389
  390. Section 390
  391. Section 391
  392. Section 392
  393. Section 393
  394. Section 394
  395. Section 395
  396. Section 396
  397. Section 397
  398. Section 398
  399. Section 399
  400. Section 400
  401. Section 401
  402. Section 402
  403. Section 403
  404. Section 404
  405. Section 405
  406. Section 406
  407. Section 407
  408. Section 408
  409. Section 409
  410. Section 410
  411. Section 411
  412. Section 412
  413. Section 413
  414. Section 414
  415. Section 415
  416. Section 416
  417. Section 417
  418. Section 418
  419. Section 419
  420. Section 420
  421. Section 421
  422. Section 422
  423. Section 423
  424. Section 424
  425. Section 425
  426. Section 426
  427. Section 427
  428. Section 428
  429. Section 429
  430. Section 430
  431. Section 431
  432. Section 432
  433. Section 433
  434. Section 434
  435. Section 435
  436. Section 436
  437. Section 437
  438. Section 438
  439. Section 439
  440. Section 440
  441. Section 441
  442. Section 442
  443. Section 443
  444. Section 444
  445. Section 445
  446. Section 446
  447. Section 447
  448. Section 448
  449. Section 449
  450. Section 450
  451. Section 451
  452. Section 452
  453. Section 453
  454. Section 454
  455. Section 455
  456. Section 456
  457. Section 457
  458. Section 458
  459. Section 459
  460. Section 460
  461. Section 461
  462. Section 462
  463. Section 463
  464. Section 464
  465. Section 465
  466. Section 466
  467. Section 467
  468. Section 468
  469. Section 469
  470. Section 470
  471. Section 471
  472. Section 472
  473. Section 473
  474. Section 474
  475. Section 475
  476. Section 476
  477. Section 477
  478. Section 478
  479. Section 479
  480. Section 480
  481. Section 481
  482. Section 482
  483. Section 483
  484. Section 484
  485. Section 485
  486. Section 486
  487. Section 487
  488. Section 488
  489. Section 489
  490. Section 490
  491. Section 491
  492. Section 492
  493. Section 493
  494. Section 494
  495. Section 495
  496. Section 496
  497. Section 497
  498. Section 498
  499. Section 499
  500. Section 500
  501. Section 501
  502. Section 502
  503. Section 503
  504. Section 504
  505. Section 505
  506. Section 506
  507. Section 507
  508. Section 508
  509. Section 509
  510. Section 510
  511. Section 511
  512. Section 512
  513. Section 513
  514. Section 514
  515. Section 515
  516. Section 516
  517. Section 517
  518. Section 518
  519. Section 519
  520. Section 520
  521. Section 521
  522. Section 522
  523. Section 523
  524. Section 524
  525. Section 525
  526. Section 526
  527. Section 527
  528. Section 528
  529. Section 529
  530. Section 530
  531. Section 531
  532. Section 532
  533. Section 533
  534. Section 534
  535. Section 535
  536. Section 536
  537. Section 537
  538. Section 538
  539. Section 539
  540. Section 540
  541. Section 541
  542. Section 542
  543. Section 543
  544. Section 544
  545. Section 545
  546. Section 546
  547. Section 547
  548. Section 548
  549. Section 549
  550. Section 550
  551. Section 551
  552. Section 552
  553. Section 553
  554. Section 554
  555. Section 555
  556. Section 556
  557. Section 557
  558. Section 558
  559. Section 559
  560. Section 560
  561. Section 561
  562. Section 562
  563. Section 563
  564. Section 564
  565. Section 565
  566. Section 566
  567. Section 567
  568. Section 568
  569. Section 569
  570. Section 570
  571. Section 571
  572. Section 572
  573. Section 573
  574. Section 574
  575. Section 575
  576. Section 576
  577. Section 577
  578. Section 578
  579. Section 579
  580. Section 580
  581. Section 581
  582. Section 582
  583. Section 583
  584. Section 584
  585. Section 585
  586. Section 586
  587. Section 587
  588. Section 588
  589. Section 589
  590. Section 590
  591. Section 591
  592. Section 592
  593. Section 593
  594. Section 594
  595. Section 595
  596. Section 596
  597. Section 597
  598. Section 598
  599. Section 599
  600. Section 600
  601. Section 601
  602. Section 602
  603. Section 603
  604. Section 604
  605. Section 605
  606. Section 606
  607. Section 607
  608. Section 608
  609. Section 609
  610. Section 610
  611. Section 611
  612. Section 612
  613. Section 613
  614. Section 614
  615. Section 615
  616. Section 616
  617. Section 617
  618. Section 618
  619. Section 619
  620. Section 620
  621. Section 621
  622. Section 622
  623. Section 623
  624. Section 624
  625. Section 625
  626. Section 626
  627. Section 627
  628. Section 628
  629. Section 629
  630. Section 630
  631. Section 631
  632. Section 632
  633. Section 633
  634. Section 634
  635. Section 635
  636. Section 636
  637. Section 637
  638. Section 638
  639. Section 639
  640. Section 640
  641. Section 641
  642. Section 642
  643. Section 643
  644. Section 644
  645. Section 645
  646. Section 646
  647. Section 647
  648. Section 648
  649. Section 649
  650. Section 650
  651. Section 651
  652. Section 652
  653. Section 653
  654. Section 654
  655. Section 655
  656. Section 656
  657. Section 657
  658. Section 658
  659. Section 659
  660. Section 660
  661. Section 661
  662. Section 662
  663. Section 663
  664. Section 664
  665. Section 665
  666. Section 666
  667. Section 667
  668. Section 668
  669. Section 669
  670. Section 670
  671. Section 671
  672. Section 672
  673. Section 673
  674. Section 674
  675. Section 675
  676. Section 676
  677. Section 677
  678. Section 678
  679. Section 679
  680. Section 680
  681. Section 681
  682. Section 682
  683. Section 683
  684. Section 684
  685. Section 685
  686. Section 686
  687. Section 687
  688. Section 688
  689. Section 689
  690. Section 690
  691. Section 691
  692. Section 692
  693. Section 693
  694. Section 694
  695. Section 695
  696. Section 696
  697. Section 697
  698. Section 698
  699. Section 699
  700. Section 700
  701. Section 701
  702. Section 702
  703. Section 703
  704. Section 704
  705. Section 705
  706. Section 706
  707. Section 707
  708. Section 708
  709. Section 709
  710. Section 710
  711. Section 711
  712. Section 712
  713. Section 713
  714. Section 714
  715. Section 715
  716. Section 716
  717. Section 717
  718. Section 718
  719. Section 719
  720. Section 720
  721. Section 721
  722. Section 722
  723. Section 723
  724. Section 724
  725. Section 725
  726. Section 726
  727. Section 727
  728. Section 728
  729. Section 729
  730. Section 730
  731. Section 731
  732. Section 732
  733. Section 733
  734. Section 734
  735. Section 735
  736. Section 736
  737. Section 737
  738. Section 738
  739. Section 739
  740. Section 740
  741. Section 741
  742. Section 742
  743. Section 743
  744. Section 744
  745. Section 745
  746. Section 746
  747. Section 747
  748. Section 748
  749. Section 749
  750. Section 750
  751. Section 751
  752. Section 752
  753. Section 753
  754. Section 754
  755. Section 755
  756. Section 756
  757. Section 757
  758. Section 758
  759. Section 759
  760. Section 760
  761. Section 761
  762. Section 762
  763. Section 763
  764. Section 764
  765. Section 765
  766. Section 766
  767. Section 767
  768. Section 768
  769. Section 769
  770. Section 770
  771. Section 771
  772. Section 772
  773. Section 773
  774. Section 774
  775. Section 775
  776. Section 776
  777. Section 777
  778. Section 778
  779. Section 779
  780. Section 780
  781. Section 781
  782. Section 782
  783. Section 783
  784. Section 784
  785. Section 785
  786. Section 786
  787. Section 787
  788. Section 788
  789. Section 789
  790. Section 790
  791. Section 791
  792. Section 792
  793. Section 793
  794. Section 794
  795. Section 795
  796. Section 796
  797. Section 797
  798. Section 798
  799. Section 799
  800. Section 800
  801. Section 801
  802. Section 802
  803. Section 803
  804. Section 804
  805. Section 805
  806. Section 806
  807. Section 807
  808. Section 808
  809. Section 809
  810. Section 810
  811. Section 811
  812. Section 812
  813. Section 813
  814. Section 814
  815. Section 815
  816. Section 816
  817. Section 817
  818. Section 818
  819. Section 819
  820. Section 820
  821. Section 821
  822. Section 822
  823. Section 823
  824. Section 824
  825. Section 825
  826. Section 826
  827. Section 827
  828. Section 828
  829. Section 829
  830. Section 830
  831. Section 831
  832. Section 832
  833. Section 833
  834. Section 834
  835. Section 835
  836. Section 836
  837. Section 837
  838. Section 838
  839. Section 839
  840. Section 840
  841. Section 841
  842. Section 842
  843. Section 843
  844. Section 844
  845. Section 845
  846. Section 846
  847. Section 847
  848. Section 848
  849. Section 849
  850. Section 850
  851. Section 851
  852. Section 852
  853. Section 853
  854. Section 854
  855. Section 855
  856. Section 856
  857. Section 857
  858. Section 858
  859. Section 859
  860. Section 860
  861. Section 861
  862. Section 862
  863. Section 863
  864. Section 864
  865. Section 865
  866. Section 866
  867. Section 867
  868. Section 868
  869. Section 869
  870. Section 870
  871. Section 871
  872. Section 872
  873. Section 873
  874. Section 874
  875. Section 875
  876. Section 876
  877. Section 877
  878. Section 878
  879. Section 879
  880. Section 880
  881. Section 881
  882. Section 882
  883. Section 883
  884. Section 884
  885. Section 885
  886. Section 886
  887. Section 887
  888. Section 888
  889. Section 889
  890. Section 890
  891. Section 891
  892. Section 892
  893. Section 893
  894. Section 894
  895. Section 895
  896. Section 896
  897. Section 897
  898. Section 898
  899. Section 899
  900. Section 900
  901. Section 901
  902. Section 902
  903. Section 903
  904. Section 904
  905. Section 905
  906. Section 906
  907. Section 907
  908. Section 908
  909. Section 909
  910. Section 910
  911. Section 911
  912. Section 912
  913. Section 913
  914. Section 914
  915. Section 915
  916. Section 916
  917. Section 917
  918. Section 918
  919. Section 919
  920. Section 920
  921. Section 921
  922. Section 922
  923. Section 923
  924. Section 924
  925. Section 925
  926. Section 926
  927. Section 927
  928. Section 928
  929. Section 929
  930. Section 930
  931. Section 931
  932. Section 932
  933. Section 933
  934. Section 934
  935. Section 935
  936. Section 936
  937. Section 937
  938. Section 938
  939. Section 939
  940. Section 940
  941. Section 941
  942. Section 942
  943. Section 943
  944. Section 944
  945. Section 945
  946. Section 946
  947. Section 947
  948. Section 948
  949. Section 949
  950. Section 950
  951. Section 951
  952. Section 952
  953. Section 953
  954. Section 954
  955. Section 955
  956. Section 956
  957. Section 957
  958. Section 958
  959. Section 959
  960. Section 960
  961. Section 961
  962. Section 962
  963. Section 963
  964. Section 964
  965. Section 965
  966. Section 966
  967. Section 967
  968. Section 968
  969. Section 969
  970. Section 970
  971. Section 971
  972. Section 972
  973. Section 973
  974. Section 974
  975. Section 975
  976. Section 976
  977. Section 977
  978. Section 978
  979. Section 979
  980. Section 980
  981. Section 981
  982. Section 982
  983. Section 983
  984. Section 984
  985. Section 985
  986. Section 986
  987. Section 987
  988. Section 988
  989. Section 989
  990. Section 990
  991. Section 991
  992. Section 992
  993. Section 993
  994. Section 994
  995. Section 995
  996. Section 996
  997. Section 997
  998. Section 998
  999. Section 999

Companies Act 2014 Skip to content Disclaimer Feedback Helpdesk Gaeilge Léim go dtí an t-ábhar Séanadh Aiseolas Deasc chabhrach English Gaeilge English Produced by the Office of the Attorney General Táirgthe ag Oifig an Ard-Aighne Home Legislation Acts of the Oireachtas Statutory Instruments Pre-1922 Legislation Constitution External Resources Bills (Houses of the Oireachtas) Iris Oifigiúil / Official Gazette Revised Acts (LRC) Classified List of Legislation (LRC) Translations (acts.ie) Translations (Houses of the Oireachtas) Government Publications for Sale EU Law (EUR-Lex) FAQ Disclaimer Feedback Helpdesk Search Baile Reachtaíocht Achtanna an Oireachtais Ionstraimí Reachtúla Reachtaíocht Réamh-1922 Bunreacht Acmhainní Seachtracha Billí (Tithe an Oireachtais) Iris Oifigiúil Achtanna Athbhreithnithe (CAD) (An Coimisiún um Athchóiriú an Dlí) Liosta Rangaithe Reachtaíochta Aistriúcháin (achtanna.ie) Aistriúcháin (Tithe an Oireachtais) Foilseacháin Rialtais ar Díol Dlí AE (EUR-Lex) CCanna (Ceisteanna Coitianta) Séanadh Aiseolas Deasc chabhrach Cuardach TitleTeideal Year(s) or rangeBliain nó blianta nó raon TypeCineál All Legislation Acts Statutory Instruments Advanced SearchCuardach Casta HomeBaile ActsAchtanna 2014 Companies Act 2014 Companies Act 2014 Permanent Page URL View by SectionAmharc de réir Ailt View Full ActAmharc ar an Acht Iomlán Bill History Stair Bille Commencement, Amendments, SIs made under the Act Tosach Feidhme, Leasuithe, IRí arna ndéanamh faoin Acht Revised Act Acht Athbh… Open PDFOscail PDF Print Full ActPriontáil an tAcht Iomlán Number 38 of 2014 COMPANIES ACT 2014 CONTENTS

PART 1

PRELIMINARY AND GENERAL Section

Section 1

1.Short title and commencement

Section 2

2.Interpretation generally

Section 3

3.Periods of time

Section 4

4.Repeals and revocations

Section 5

5.Savings and transitional provisions

Section 6

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

Section 7

7.Definition of “subsidiary”

Section 8

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

Section 9

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

Section 10

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

Section 11

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

Section 12

12.Regulations and orders

Section 13

13.Authentication of certain official documents

Section 14

14.Expenses

PART 2

INCORPORATION AND REGISTRATION

CHAPTER 1

Preliminary

Section 15

15.Definitions (Part 2)

Section 16

16.Extension of transition period in the event of difficulties

CHAPTER 2

Incorporation and consequential matters

Section 17

17.Way of forming private company limited by shares

Section 18

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

Section 19

19.Form of the constitution

Section 20

20.Restriction on amendment of constitution

Section 21

21.Registration of constitution

Section 22

22.Statement to be delivered with constitution

Section 23

23.Additional statement to be furnished in certain circumstances

Section 24

24.Declaration to be made to Registrar

Section 25

25.Effect of registration

Section 26

26.Provisions as to names of companies

Section 27

27.Trading under a misleading name

Section 28

28.Reservation of a company name

Section 29

29.Effect of reservation of name

Section 30

30.Change of name

Section 31

31.Effect of constitution

Section 32

32.Amendment of constitution by special resolution

Section 33

33.Publication of notices

Section 34

34.Language of documents filed with Registrar

Section 35

35.Authorisation of an electronic filing agent

Section 36

36.Revocation of the authorisation of an electronic filing agent

Section 37

37.Copies of constitution to be given to members

CHAPTER 3

Corporate capacity and authority

Section 38

38.Capacity of private company limited by shares

Section 39

39.Registered person

Section 40

40.Persons authorised to bind company

Section 41

41.Powers of attorney

CHAPTER 4

Contracts and other transactions

Section 42

42.Form of contracts

Section 43

43.The common seal

Section 44

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

Section 45

45.Pre-incorporation contracts

Section 46

46.Bills of exchange and promissory notes

Section 47

47.Liability for use of incorrect company name

Section 48

48.Authentication by company of documents

CHAPTER 5

Company name, registered office and service of documents

Section 49

49.Publication of name by company

Section 50

50.Registered office of company

Section 51

51.Service of documents

Section 52

52.Security for costs

Section 53

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

CHAPTER 6

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

Section 54

54.Interpretation (Chapter 6)

Section 55

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

Section 56

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

Section 57

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

Section 58

58.Applicable laws during transition period

Section 59

59.Adoption of new constitution by members

Section 60

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

Section 61

61.Deemed constitution

Section 62

62.Relief for members and creditors

Section 63

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

PART 3

SHARE CAPITAL, SHARES AND CERTAIN OTHER INSTRUMENTS

CHAPTER 1

Preliminary and interpretation

Section 64

64.Interpretation (Part 3)

Section 65

65.Powers to convert shares into stock, etc.

Section 66

66.Shares

Section 67

67.Numbering of shares

CHAPTER 2

Offers of securities to the public

Section 68

68.Limitation on offers of securities to the public

CHAPTER 3

Allotment of shares

Section 69

69.Allotment of shares

Section 70

70.Supplemental and additional provisions as regards allotments

Section 71

71.Payment of shares

Section 72

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

Section 73

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

Section 74

74.Supplementary provisions in relation to sections 72 and 73

Section 75

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

Section 76

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

Section 77

77.Calls on shares

Section 78

78.Supplemental provisions in relation to calls

Section 79

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

Section 80

80.Lien

Section 81

81.Forfeiture of shares

Section 82

82.Financial assistance for acquisition of shares

CHAPTER 4

Variation in capital

Section 83

83.Variation of company capital

Section 84

84.Reduction in company capital

Section 85

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

Section 86

86.Registration of order and minute of reduction

Section 87

87.Liability of members in respect of reduced calls

Section 88

88.Variation of rights attached to special classes of shares

Section 89

89.Rights of holders of special classes of shares

Section 90

90.Registration of particulars of special rights

Section 91

91.Variation of company capital on reorganisation

Section 92

92.Notice to Registrar of certain alterations of share capital

Section 93

93.Notice of increase of share capital

CHAPTER 5

Transfer of shares

Section 94

94.Transfer of shares and debentures

Section 95

95.Restrictions on transfer

Section 96

96.Transmission of shares

Section 97

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

Section 98

98.Certification of shares

Section 99

99.Share certificates

Section 100

100.Rectification of dealings in shares

Section 101

101.Personation of shareholder: offence

CHAPTER 6

Acquisition of own shares

Section 102

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

Section 103

103.Supplemental provisions in relation to section 102

Section 104

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

Section 105

105.Acquisition of own shares

Section 106

106.Supplemental provisions in relation to section 105

Section 107

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

Section 108

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

Section 109

109.Treasury shares

Section 110

110.Incidental payments with respect to acquisition of own shares

Section 111

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

Section 112

112.Retention and inspection of documents

Section 113

113.Membership of holding company

Section 114

114.Holding by subsidiary of shares in its holding company

Section 115

115.Civil liability for improper purchase in holding company

Section 116

116.Return to be made to Registrar

CHAPTER 7

Distributions

Section 117

117.Profits available for distribution

Section 118

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

Section 119

119.Distributions in kind: determination of amount

Section 120

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

Section 121

121.The relevant financial statements

Section 122

122.Consequences of making unlawful distribution

Section 123

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

Section 124

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

Section 125

125.Supplemental provisions in relation to section 124

Section 126

126.Bonus issues

PART 4

CORPORATE GOVERNANCE

CHAPTER 1

Preliminary

Section 127

127.Access to documents during business hours

CHAPTER 2

Directors and secretaries

Section 128

128.Directors

Section 129

129.Secretaries

Section 130

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

Section 131

131.Prohibition of minor being director or secretary

Section 132

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

Section 133

133.Examination as to solvency status

Section 134

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

Section 135

135.Validity of acts of director or secretary

Section 136

136.Share qualifications of directors

Section 137

137.Company to have director resident in an EEA state

Section 138

138.Supplemental provisions concerning bond referred to in section 137

(2)

Section 139

139.Notification requirement as regards non-residency of director

Section 140

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

Section 141

141.Provisions for determining whether director resident in State

Section 142

142.Limitation on number of directorships

Section 143

143.Sanctions for contravention of section 142 and supplemental provisions

Section 144

144.Appointment of director

Section 145

145.Appointment of directors to be voted on individually

Section 146

146.Removal of directors

Section 147

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

Section 148

148.Vacation of office

Section 149

149.Register of directors and secretaries

Section 150

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

Section 151

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

Section 152

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

Section 153

153.Provisions as to assignment of office by directors

CHAPTER 3

Service contracts and remuneration

Section 154

154.Copies of directors' service contracts

Section 155

155.Remuneration of directors

Section 156

156.Prohibition of tax-free payments to directors

CHAPTER 4

Proceedings of directors

Section 157

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

Section 158

158.General power of management and delegation

Section 159

159.Managing director

Section 160

160.Meetings of directors and committees

Section 161

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

Section 162

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

Section 163

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

Section 164

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

Section 165

165.Alternate directors

Section 166

166.Minutes of proceedings of directors

Section 167

167.Audit committees

CHAPTER 5

Members

Section 168

168.Definition of member

Section 169

169.Register of members

Section 170

170.Trusts not to be entered on register of members

Section 171

171.Register to be evidence

Section 172

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

Section 173

173.Rectification of register

Section 174

174.Power to close register

CHAPTER 6

General meetings and resolutions

Section 175

175.Annual general meeting

Section 176

176.The location and means for holding general meetings

Section 177

177.Extraordinary general meetings

Section 178

178.Convening of extraordinary general meetings by members

Section 179

179.Power of court to convene meeting

Section 180

180.Persons entitled to notice of general meetings

Section 181

181.Notice of general meetings

Section 182

182.Quorum

Section 183

183.Proxies

Section 184

184.Form of proxy

Section 185

185.Representation of bodies corporate at meetings of companies

Section 186

186.The business of the annual general meeting

Section 187

187.Proceedings at meetings

Section 188

188.Votes of members

Section 189

189.Right to demand a poll

Section 190

190.Voting on a poll

Section 191

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

Section 192

192.Resolutions passed at adjourned meetings

Section 193

193.Unanimous written resolutions

Section 194

194.Majority written resolutions

Section 195

195.Supplemental provisions in relation to section 194

Section 196

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

Section 197

197.Application of this Part to class meetings

Section 198

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

Section 199

199.Minutes of proceedings of meetings of a company

CHAPTER 7

Summary Approval Procedure

Section 200

200.Interpretation (Chapter 7)

Section 201

201.Chapter 7 — what it does

Section 202

202.Summary Approval Procedure

Section 203

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

Section 204

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

Section 205

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

(1)

Section 206

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

Section 207

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

Section 208

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

Section 209

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

Section 210

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

Section 211

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

CHAPTER 8

Protection for minorities

Section 212

212.Remedy in case of oppression

CHAPTER 9

Form of registers, indices and minute books

Section 213

213.Form of registers, minutes, etc.

Section 214

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

CHAPTER 10

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

Section 215

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

Section 216

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

Section 217

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

Section 218

218.Service of notices on members

PART 5

DUTIES OF DIRECTORS AND OTHER OFFICERS

CHAPTER 1

Preliminary and definitions

Section 219

219.Interpretation and application (Part 5)

Section 220

220.Connected persons

Section 221

221.Shadow directors

Section 222

222.De facto director

CHAPTER 2

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

Section 223

223.Duty of each director

Section 224

224.Directors to have regard to interests of employees

Section 225

225.Directors' compliance statement and related statement

Section 226

226.Duties of secretary

Section 227

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

Section 228

228.Statement of principal fiduciary duties of directors

Section 229

229.Other interests of directors

Section 230

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

Section 231

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

Section 232

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

Section 233

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

Section 234

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

Section 235

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

CHAPTER 3

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

Section 236

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

Section 237

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

CHAPTER 4

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

Section 238

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

Section 239

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

Section 240

240.Arrangements of certain value

Section 241

241.Reduction in amount of company's relevant assets

Section 242

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

Section 243

243.Intra-group transactions

Section 244

244.Directors' expenses

Section 245

245.Business transactions

Section 246

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

Section 247

247.Personal liability for company debts in certain cases

Section 248

248.Offence for contravention of section 239

Section 249

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

Section 250

250.Anti-avoidance provision — section 249

Section 251

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

Section 252

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

Section 253

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

Section 254

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

Section 255

255.Contracts with sole members

CHAPTER 5

Disclosure of interests in shares and debentures

Section 256

256.Interpretation generally (Chapter 5)

Section 257

257.“Disclosable interest” — meaning of that term

Section 258

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

Section 259

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

Section 260

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

Section 261

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

Section 262

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

Section 263

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

Section 264

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

Section 265

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

Section 266

266.Enforcement of notification obligation

Section 267

267.Register of interests: contents and entries

Section 268

268.Supplemental provisions in relation to section 267

Section 269

269.Register of interests: removal of entries from it

CHAPTER 6

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

Section 270

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

Section 271

271.Presumption that default permitted and certain defence

PART 6

FINANCIAL STATEMENTS, ANNUAL RETURN AND AUDIT

CHAPTER 1

Preliminary

Section 272

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

Section 273

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

Section 274

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

Section 275

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

Section 276

276.Construction of references to realised profits

Section 277

277.Construction of references to exemption

Section 278

278.Accounting standards generally — power of Minister to specify

Section 279

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

Section 280

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

CHAPTER 2

Accounting records

Section 281

281.Obligation to keep adequate accounting records

Section 282

282.Basic requirements for accounting records

Section 283

283.Where accounting records are to be kept

Section 284

284.Access to accounting records

Section 285

285.Retention of accounting records

Section 286

286.Accounting records: offences

CHAPTER 3

Financial year

Section 287

287.Financial year end date

Section 288

288.Financial year

CHAPTER 4

Statutory financial statements

Section 289

289.Statutory financial statements to give true and fair view

Section 290

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

Section 291

291.Companies Act entity financial statements

Section 292

292.IFRS entity financial statements

Section 293

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

Section 294

294.Companies Act group financial statements

Section 295

295.IFRS group financial statements

Section 296

296.Consistency of financial statements

CHAPTER 5

Group financial statements: exemptions and exclusions

Section 297

297.Exemption from consolidation: size of group

Section 298

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

Section 299

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

Section 300

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

Section 301

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

Section 302

302.Exemption from consolidation where IFRS so permits

Section 303

303.Subsidiary undertakings included in the group financial statements

Section 304

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

CHAPTER 6

Disclosure of directors' remuneration and transactions

Section 305

305.Disclosure of directors' remuneration

Section 306

306.Supplemental provisions in relation to section 305

Section 307

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

Section 308

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

Section 309

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

Section 310

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

Section 311

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

Section 312

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

Section 313

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

CHAPTER 7

Disclosure required in notes to financial statements of other matters

Section 314

314.Information on related undertakings

Section 315

315.Information on related undertakings: exemption from disclosures

Section 316

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

Section 317

317.Disclosures of particulars of staff

Section 318

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

Section 319

319.Financial assistance for purchase of own shares

Section 320

320.Holding of own shares or shares in holding undertaking

Section 321

321.Disclosure of accounting policies

Section 322

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

Section 323

323.Information on arrangements not included in balance sheet

CHAPTER 8

Approval of statutory financial statements

Section 324

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

CHAPTER 9

Directors' report

Section 325

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

Section 326

326.Directors' report: general matters

Section 327

327.Directors' report: business review

Section 328

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

Section 329

329.Directors' report: interests in shares and debentures

Section 330

330.Directors' report: statement on relevant audit information

Section 331

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

Section 332

332.Approval and signing of directors' report

CHAPTER 10

Obligation to have statutory financial statements audited

Section 333

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

Section 334

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

Section 335

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

CHAPTER 11

Statutory auditors' report

Section 336

336.Statutory auditors' report on statutory financial statements

Section 337

337.Signature of statutory auditor's report

CHAPTER 12

Publication of financial statements

Section 338

338.Circulation of statutory financial statements

Section 339

339.Right to demand copies of financial statements and reports

Section 340

340.Requirements in relation to publication of financial statements

Section 341

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

CHAPTER 13

Annual return and documents annexed to it

Section 342

342.Annual return

Section 343

343.Obligation to make annual return

Section 344

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

Section 345

345.Annual return date

Section 346

346.Alteration of annual return date

Section 347

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

Section 348

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

Section 349

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

CHAPTER 14

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

Section 350

350.Qualification of company as small or medium company

Section 351

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

Section 352

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

Section 353

353.Abridged financial statements for a small company

Section 354

354.Abridged financial statements for a medium company

Section 355

355.Approval and signing of abridged financial statements

Section 356

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

Section 357

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

CHAPTER 15

Audit exemption

Section 358

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

Section 359

359.Main conditions for audit exemption — group situation

Section 360

360.Audit exemption

Section 361

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

Section 362

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

Section 363

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

Section 364

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

CHAPTER 16

Special audit exemption for dormant companies

Section 365

365.Dormant company audit exemption

CHAPTER 17

Revision of defective statutory financial statements

Section 366

366.Voluntary revision of defective statutory financial statements

Section 367

367.Content of revised financial statements or revised report

Section 368

368.Approval and signature of revised financial statements

Section 369

369.Approval and signature of revised directors' report

Section 370

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

Section 371

371.Cases where company has availed itself of audit exemption

Section 372

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

Section 373

373.Effect of revision

Section 374

374.Publication of revised financial statements and reports

Section 375

375.Laying of revised financial statements or a revised report

Section 376

376.Delivery of revised financial statements or a revised report

Section 377

377.Small and medium companies

Section 378

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

Section 379

379.Modifications of Act

CHAPTER 18

Appointment of statutory auditors

Section 380

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

Section 381

381.Remuneration of statutory auditors

Section 382

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

Section 383

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

Section 384

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

Section 385

385.Appointment of statutory auditors: failure to appoint

CHAPTER 19

Rights, obligations and duties of statutory auditors

Section 386

386.Right of access to accounting records

Section 387

387.Right to information and explanations concerning company

Section 388

388.Right to information and explanations concerning subsidiary undertakings

Section 389

389.Offence to make false statements to statutory auditors

Section 390

390.Obligation to act with professional integrity

Section 391

391.Statutory auditors' report on statutory financial statements

Section 392

392.Report to Registrar and to Director: accounting records

Section 393

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

CHAPTER 20

Removal and resignation of statutory auditors

Section 394

394.Removal of statutory auditors: general meeting

Section 395

395.Restrictions on removal of statutory auditor

Section 396

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

Section 397

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

Section 398

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

Section 399

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

Section 400

400.Resignation of statutory auditors: general

Section 401

401.Resignation of statutory auditor: requisition of general meeting

Section 402

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

CHAPTER 21

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

Section 403

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

Section 404

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

Section 405

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

CHAPTER 22

False statements — offence

Section 406

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

CHAPTER 23

Transitional

Section 407

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

PART 7

CHARGES AND DEBENTURES

CHAPTER 1

Interpretation

Section 408

408.Definitions (Part 7)

CHAPTER 2

Registration of charges and priority

Section 409

409.Registration of charges created by companies

Section 410

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

Section 411

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

Section 412

412.Priority of charges

Section 413

413.Registration and priority of judgment mortgages

Section 414

414.Register of charges

Section 415

415.Certificate of registration

Section 416

416.Entries of satisfaction and release of property from charge

Section 417

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

Section 418

418.Copies of instruments creating charges to be kept

Section 419

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

Section 420

420.Transitional provisions in relation to priorities of charges

Section 421

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

CHAPTER 3

Provisions as to debentures

Section 422

422.Liability of trustees for debenture holders

Section 423

423.Perpetual debentures

Section 424

424.Power to re-issue redeemed debentures

Section 425

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

Section 426

426.Specific performance of contracts to subscribe for debentures

CHAPTER 4

Prohibition on registration of certain matters affecting shareholders or debentureholders

Section 427

427.Registration against company of certain matters prohibited

PART 8

RECEIVERS

CHAPTER 1

Interpretation

Section 428

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

CHAPTER 2

Appointment of receivers

Section 429

429.Notification that receiver has been appointed

Section 430

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

Section 431

431.Contents of statement to be submitted to receiver

Section 432

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

Section 433

433.Disqualification for appointment as receiver

Section 434

434.Resignation of receiver

Section 435

435.Removal of receiver

Section 436

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

CHAPTER 3

Powers and duties of receivers

Section 437

437.Powers of receiver

Section 438

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

Section 439

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

Section 440

440.Preferential payments when receiver is appointed under floating charge

Section 441

441.Delivery to Registrar of accounts of receivers

CHAPTER 4

Regulation of receivers and enforcement of their duties

Section 442

442.Enforcement of duty of receivers to make returns

Section 443

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

Section 444

444.Power of court to fix remuneration of receiver

Section 445

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

Section 446

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

Section 447

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

Section 448

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

PART 9

REORGANISATIONS, ACQUISITIONS, MERGERS AND DIVISIONS

CHAPTER 1

Schemes of Arrangement

Section 449

449.Interpretation (Chapter 1)

Section 450

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

Section 451

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

Section 452

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

Section 453

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

Section 454

454.Supplemental provisions in relation to section 453

Section 455

455.Provisions to facilitate reconstruction and amalgamation of companies

CHAPTER 2

Acquisitions

Section 456

456.Interpretation (Chapter 2)

Section 457

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

Section 458

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

Section 459

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

Section 460

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

CHAPTER 3

Mergers

Section 461

461.Interpretation (Chapter 3)

Section 462

462.Requirements for Chapter to apply

Section 463

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

Section 464

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

Section 465

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

Section 466

466.Common draft terms of merger

Section 467

467.Directors' explanatory report

Section 468

468.Expert's report

Section 469

469.Merger financial statement

Section 470

470.Registration and publication of documents

Section 471

471.Inspection of documents

Section 472

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

Section 473

473.General meetings of merging companies

Section 474

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

Section 475

475.Meetings of classes of shareholders

Section 476

476.Purchase of minority shares

Section 477

477.Application for confirmation of merger by court

Section 478

478.Protection of creditors

Section 479

479.Preservation of rights of holders of securities

Section 480

480.Confirmation order

Section 481

481.Certain provisions not to apply where court so orders

Section 482

482.Registration and publication of confirmation of merger

Section 483

483.Civil liability of directors and experts

Section 484

484.Criminal liability for untrue statements in merger documents

CHAPTER 4

Divisions

Section 485

485.Interpretation (Chapter 4)

Section 486

486.Requirements for Chapter to apply

Section 487

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

Section 488

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

Section 489

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

Section 490

490.Common draft terms of division

Section 491

491.Directors' explanatory report

Section 492

492.Expert's report

Section 493

493.Division financial statement

Section 494

494.Registration and publication of documents

Section 495

495.Inspection of documents

Section 496

496.General meetings of companies involved in a division

Section 497

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

Section 498

498.Meetings of classes of shareholder

Section 499

499.Purchase of minority shares

Section 500

500.Application for confirmation of division by court

Section 501

501.Protection of creditors and allocation of liabilities

Section 502

502.Preservation of rights of holders of securities

Section 503

503.Confirmation order

Section 504

504.Certain provisions not to apply where court so orders

Section 505

505.Registration and publication of confirmation of division

Section 506

506.Civil liability of directors and experts

Section 507

507.Criminal liability for untrue statements in division documents

PART 10

EXAMINERSHIPS

CHAPTER 1

Interpretation

Section 508

508.Interpretation (Part 10)

CHAPTER 2

Appointment of examiner

Section 509

509.Power of court to appoint examiner

Section 510

510.Petition for court

Section 511

511.Independent expert's report

Section 512

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

Section 513

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

Section 514

514.Certain liabilities may not be certified under section 529

(2)

Section 515

515.Creditors to be heard

Section 516

516.Availability of independent expert's report

Section 517

517.Related companies

Section 518

518.Duty to act in utmost good faith

Section 519

519.Qualification of examiners

Section 520

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

Section 521

521.Restriction on payment of pre-petition debts

Section 522

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

Section 523

523.Disapplication of section 440 to receivers in certain circumstances

CHAPTER 3

Powers of examiner

Section 524

524.Powers of an examiner

Section 525

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

Section 526

526.Production of documents and evidence

Section 527

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

Section 528

528.Further powers of court

Section 529

529.Incurring of certain liabilities by examiner

Section 530

530.Power to deal with charged property, etc.

Section 531

531.Notification of appointment of examiner

Section 532

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

Section 533

533.Hearing regarding irregularities

Section 534

534.Report by examiner

Section 535

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

Section 536

536.Content of examiner's report

Section 537

537.Repudiation of certain contracts

Section 538

538.Appointment of creditors' committee

Section 539

539.Proposals for compromise or scheme of arrangement

Section 540

540.Consideration by members and creditors of proposals

Section 541

541.Confirmation of proposals

Section 542

542.Supplemental provisions in relation to section 541

Section 543

543.Objection to confirmation by court of proposals

Section 544

544.Provisions with respect to leases

CHAPTER 4

Liability of third parties for debts of a company in examination

Section 545

545.What this Chapter contains

Section 546

546.Definitions (Chapter 4)

Section 547

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

Section 548

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

Section 549

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

Section 550

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

Section 551

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

CHAPTER 5

Conclusion of examinership

Section 552

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

Section 553

553.Revocation

Section 554

554.Costs and remuneration of examiners

Section 555

555.Publicity

Section 556

556.Hearing of proceedings otherwise than in public

Section 557

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

Section 558

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

PART 11

WINDING UP

CHAPTER 1

Preliminary and interpretation

Section 559

559.Interpretation (Part 11)

Section 560

560.Restriction of this Part

Section 561

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

Section 562

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

Section 563

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

Section 564

564.Jurisdiction to wind up companies and rules of court

Section 565

565.Powers of court cumulative

Section 566

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

Section 567

567.Application of certain provisions to companies not in liquidation

CHAPTER 2

Winding up by court

Section 568

568.Application of Chapter

Section 569

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

Section 570

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

Section 571

571.Provisions as to applications for winding up

Section 572

572.Powers of court on hearing petition

Section 573

573.Appointment of provisional liquidator

Section 574

574.Power to stay or restrain proceedings against company

Section 575

575.Appointment of liquidator by the court

Section 576

576.Effect of winding-up order

Section 577

577.Saving for rights of creditors and contributories

CHAPTER 3

Members' voluntary winding up

Section 578

578.Application of Chapter

Section 579

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

Section 580

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

Section 581

581.Publication of resolution to wind up voluntarily

Section 582

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

Section 583

583.Power of company to appoint liquidators

Section 584

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

CHAPTER 4

Creditors' voluntary winding up

Section 585

585.Application of Chapter

Section 586

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

Section 587

587.Meeting of creditors

Section 588

588.Appointment of liquidator

CHAPTER 5

Conduct of winding up

Section 589

589.Commencement of court ordered winding up

Section 590

590.Commencement of voluntary winding up

Section 591

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

Section 592

592.Notice by voluntary liquidator of his or her appointment

Section 593

593.Statement of company's affairs

Section 594

594.Supplemental provisions in relation to section 593

Section 595

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

CHAPTER 6

Realisation of assets and related matters

Section 596

596.Custody of company's property

Section 597

597.Circumstances in which floating charge is invalid

Section 598

598.Other circumstances in which floating charge is invalid

Section 599

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

Section 600

600.Pooling of assets of related companies

Section 601

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

Section 602

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

Section 603

603.Voidance of executions against property of company

Section 604

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

Section 605

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

Section 606

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

Section 607

607.Duties of sheriff as to goods taken in execution

Section 608

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

Section 609

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

Section 610

610.Civil liability for fraudulent or reckless trading of company

Section 611

611.Supplemental provisions in relation to section 610

Section 612

612.Power of court to assess damages against certain persons

Section 613

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

Section 614

614.Vesting of property of company in liquidator

Section 615

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

Section 616

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

CHAPTER 7

Distribution

Section 617

617.Costs, etc. in winding up

Section 618

618.Distribution of property of company

Section 619

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

Section 620

620.Debts which may be proved

Section 621

621.Preferential payments in a winding up

Section 622

622.Supplemental provisions in relation to section 621

Section 623

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

CHAPTER 8

Liquidators

Section 624

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

Section 625

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

Section 626

626.Powers of provisional liquidators

Section 627

627.Liquidator's powers

Section 628

628.Summoning general meetings of the company, etc.

Section 629

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

Section 630

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

Section 631

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

Section 632

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

Section 633

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

Section 634

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

Section 635

635.Specific disqualification from appointment as liquidator or provisional liquidator

Section 636

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

Section 637

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

Section 638

638.Appointment and removal by the court

Section 639

639.Consent to act

Section 640

640.Position when there is more than one liquidator

Section 641

641.Resignation of liquidator

Section 642

642.Prohibition on rewards for appointment

Section 643

643.Notifications and filings of appointments and removals

Section 644

644.Custody of books and property upon vacation of office

Section 645

645.Provisional liquidator's remuneration

Section 646

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

Section 647

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

Section 648

648.Supplemental provisions in relation to sections 646 and 647

Section 649

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

Section 650

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

Section 651

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

Section 652

652.Enforcement of duty of liquidator to make returns

Section 653

653.Director's power to examine books and records

CHAPTER 9

Contributories

Section 654

654.Liability of contributory

Section 655

655.Liability as contributories of past and present members

Section 656

656.Settlement of list of contributories

Section 657

657.Power to make calls

Section 658

658.Adjustment of rights of contributories

Section 659

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

Section 660

660.Order in relation to contributory to be conclusive evidence

Section 661

661.Liability in case of death of contributory

Section 662

662.Civil Liability Act 1961 not affected

Section 663

663.Bankruptcy of contributory

Section 664

664.Corporate insolvency of contributory

Section 665

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

CHAPTER 10

Committee of inspection

Section 666

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

Section 667

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

Section 668

668.Constitution and proceedings of committee of inspection

CHAPTER 11

Court's powers

Section 669

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

Section 670

670.Attendance of officers of company at meetings

Section 671

671.Power of court to summon persons for examination

Section 672

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

Section 673

673.Delivery of property of company to liquidator

Section 674

674.Power to exclude creditors not proving in time

Section 675

675.Order for arrest and seizure, etc.

Section 676

676.Provisions as to arrangement binding creditors

CHAPTER 12

Provisions supplemental to conduct of winding up

Section 677

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

Section 678

678.Actions against company stayed on winding-up order

Section 679

679.Director may direct convening of meetings

Section 680

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

Section 681

681.Information about progress of liquidation

Section 682

682.Liquidator to report on conduct of directors

Section 683

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

Section 684

684.Inspection of books by creditors and contributories

Section 685

685.Resolutions passed at adjourned meetings of creditors and contributories

Section 686

686.Books of company to be evidence in civil proceedings

Section 687

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

Section 688

688.Reporting to Director of misconduct by liquidators

CHAPTER 13

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

Section 689

689.Meetings directed by the court

Section 690

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

Section 691

691.Entitlement to attend and notice

Section 692

692.Location of meeting

Section 693

693.Costs of meetings

Section 694

694.Chairperson

Section 695

695.Passing resolutions

Section 696

696.Registration of resolutions of creditors, contributories and members

Section 697

697.Proceedings at the meeting

Section 698

698.Entitlement to vote of creditors

Section 699

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

Section 700

700.Duties of chairperson

Section 701

701.Proxies

Section 702

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

Section 703

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

CHAPTER 14

Completion of winding up

Section 704

704.Dissolution of company by court

Section 705

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

Section 706

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

Section 707

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

Section 708

708.Power of court to declare dissolution of company void

Section 709

709.Disposal of documents filed with Registrar

CHAPTER 15

Provisions related to the Insolvency Regulation

Section 710

710.Definition (Chapter 15)

Section 711

711.Publication in relation to insolvency proceedings

Section 712

712.Confirmation of creditors' voluntary winding up

Section 713

713.Provision of certain documents to liquidator

Section 714

714.Language of claims

CHAPTER 16

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

Section 715

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

Section 716

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

Section 717

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

Section 718

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

Section 719

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

Section 720

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

Section 721

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

Section 722

722.Fraudulent trading of company: offence

Section 723

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

Section 724

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

PART 12

STRIKE OFF AND RESTORATION

CHAPTER 1

Strike off of company

Section 725

725.When Registrar may strike company off register

Section 726

726.Grounds for involuntary strike off

Section 727

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

Section 728

728.Contents of Registrar's notice to company

Section 729

729.Meaning of remedial step

Section 730

730.Public notice of intention to strike company off register

Section 731

731.Conditions for voluntary strike off

Section 732

732.Public notice in case of voluntary strike off

Section 733

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

Section 734

734.Effect of removal and dissolution

Section 735

735.Power of Director to obtain information

CHAPTER 2

Restoration of company to register

Section 736

736.Application of Chapter

Section 737

737.Restoration on application to Registrar

Section 738

738.Restoration on application to court

Section 739

739.Requirements for application to court under section 738

Section 740

740.Terms of court order on application under section 738

Section 741

741.Court order for restoration on application of Registrar

Section 742

742.Supplementary court orders

Section 743

743.Meaning of court

Section 744

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

CHAPTER 3

Miscellaneous

Section 745

745.Disclosure of information by Revenue Commissioners to Registrar

PART 13

INVESTIGATIONS

CHAPTER 1

Preliminary

Section 746

746.Interpretation (Part 13)

CHAPTER 2

Investigations by court appointed inspectors

Section 747

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

Section 748

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

Section 749

749.Court may give directions in relation to investigation

Section 750

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

Section 751

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

Section 752

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

Section 753

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

Section 754

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

Section 755

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

Section 756

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

Section 757

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

Section 758

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

(1)

Section 759

759.Distribution of inspectors' report

Section 760

760.Court may make order after considering inspectors' report

Section 761

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

Section 762

762.Expenses of investigation by court appointed inspector

CHAPTER 3

Investigations initiated by Director

Section 763

763.Investigation of share dealing by inspector appointed by Director

Section 764

764.Investigation of company ownership by inspector appointed by Director

Section 765

765.Application of certain provisions to investigation of company ownership

Section 766

766.Expenses of investigation of company ownership

Section 767

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

Section 768

768.Director may impose restrictions on shares

Section 769

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

Section 770

770.Director shall give notice of direction

Section 771

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

Section 772

772.Court may order sale of shares

Section 773

773.Costs of applicant for order for sale of shares

Section 774

774.Proceeds of sale following court ordered sale of shares

Section 775

775.Continuance of certain restrictions

Section 776

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

Section 777

777.Application of sections 768 to 776 to debentures

CHAPTER 4

Miscellaneous provisions

Section 778

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

Section 779

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

Section 780

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

Section 781

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

Section 782

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

Section 783

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

Section 784

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

Section 785

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

Section 786

786.Expenses relating to examination of books or documents

Section 787

787.Entry and search of premises

Section 788

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

(5)

Section 789

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

Section 790

790.Restriction on disclosure of information, books or documents

Section 791

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

Section 792

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

Section 793

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

Section 794

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

Section 795

795.Saving for privileged information

Section 796

796.Assistance to company law authority

PART 14

COMPLIANCE AND ENFORCEMENT

CHAPTER 1

Compliance and protective orders

Section 797

797.Court may order compliance by company or officer

Section 798

798.Court may restrain directors and others from removing assets

CHAPTER 2

Disclosure orders

Section 799

799.Interpretation (Chapter 2)

Section 800

800.Court may make disclosure order

Section 801

801.Types of disclosure order

Section 802

802.Procedure on application for disclosure order

Section 803

803.Scope of disclosure order

Section 804

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

Section 805

805.Family and corporate interests

Section 806

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

Section 807

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

Section 808

808.“Share acquisition agreement” — meaning

Section 809

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

Section 810

810.Court may grant exemption from requirements of disclosure order

Section 811

811.Other powers of court in relation to disclosure orders

Section 812

812.Notice of disclosure order

Section 813

813.Information disclosed under order

Section 814

814.Court may impose restrictions on publication of information provided

Section 815

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

Section 816

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

Section 817

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

CHAPTER 3

Restrictions on directors of insolvent companies

Section 818

818.Interpretation and application (Chapter 3)

Section 819

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

Section 820

820.Application for declaration of restriction

Section 821

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

Section 822

822.Court may grant restricted person relief from restrictions

Section 823

823.Register of restricted persons

Section 824

824.Application of this Chapter to receivers

Section 825

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

Section 826

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

Section 827

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

Section 828

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

Section 829

829.Supplemental provisions in relation to section 828

Section 830

830.Relief from liability under section 828

Section 831

831.Offence for contravention of section 828

Section 832

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

Section 833

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

Section 834

834.Relief for company in respect of prohibited transaction

Section 835

835.Power to vary amounts specified in section 819

(3)

Section 836

836.Personal liability for debts of company subject to restriction

CHAPTER 4

Disqualification generally

Section 837

837.Interpretation generally (Chapter 4)

Section 838

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

Section 839

839.Automatic disqualification on conviction of certain indictable offences

Section 840

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

Section 841

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

Section 842

842.Court may make disqualification order

Section 843

843.Provisions relating to particular grounds for disqualification

Section 844

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

Section 845

845.Miscellaneous provisions relating to disqualification by court order

Section 846

846.Costs and expenses of application

Section 847

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

Section 848

848.Disqualification of restricted person following subsequent winding up

CHAPTER 5

Disqualification and restriction undertakings

Section 849

849.Definitions (Chapter 5)

Section 850

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

Section 851

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

Section 852

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

Section 853

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

Section 854

854.Regulations for the purposes of sections 850 to 853

CHAPTER 6

Enforcement in relation to disqualification and restriction

Section 855

855.Offence of contravening disqualification order or restriction

Section 856

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

Section 857

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

Section 858

858.Company may recover consideration

Section 859

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

Section 860

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

Section 861

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

Section 862

862.Court may require director to give certain information

Section 863

863.Information to be supplied to Registrar

Section 864

864.Register of disqualified persons

CHAPTER 7

Provisions relating to offences generally

Section 865

865.Summary prosecutions

Section 866

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

Section 867

867.Period within which summary proceedings may be commenced

Section 868

868.Prosecution of companies on indictment

Section 869

869.Offences by body committed with consent of its officer

Section 870

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

Section 871

871.Categories 1 to 4 offences — penalties

Section 872

872.Court may order that convicted person remedy breach

Section 873

873.Notice by Director to remedy default

Section 874

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

CHAPTER 8

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

Section 875

875.Civil enforcement of prohibition on trading under misleading name

Section 876

876.Offence of providing false information

Section 877

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

Section 878

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

CHAPTER 9

Evidential matters

Section 879

879.Proof of certificate as to overseas incorporation

Section 880

880.Proof of incorporation under overseas legislation

Section 881

881.Admissibility in evidence of certain matters

Section 882

882.Provision of information to juries

Section 883

883.Certificate evidence

Section 884

884.Documentary evidence

Section 885

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

Section 886

886.Statutory declaration made in foreign place

PART 15

FUNCTIONS OF REGISTRAR AND OF REGULATORY AND ADVISORY BODIES

CHAPTER 1

Registrar of Companies

Section 887

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

Section 888

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

Section 889

889.Fees

Section 890

890.Annual report by Registrar

Section 891

891.Inspection and production of documents kept by Registrar

Section 892

892.Admissibility of certified copy or extract

Section 893

893.Certificate by Registrar admissible as evidence of facts stated

Section 894

894.Disposal of documents filed with Registrar

Section 895

895.Registrar may apply system of information classification

Section 896

896.Delivery to Registrar of documents in legible form

Section 897

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

Section 898

898.Registrar's notice that document does not comply

Section 899

899.Supplementary and clarificatory provisions for section 898

CHAPTER 2

Irish Auditing and Accounting Supervisory Authority

Section 900

900.Interpretation (Chapter 2)

Section 901

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

Section 902

902.Membership of Supervisory Authority

Section 903

903.Amendment to memorandum or articles

Section 904

904.Objects of Supervisory Authority

Section 905

905.Functions of Supervisory Authority

Section 906

906.General powers

Section 907

907.Board of directors

Section 908

908.Supplementary provisions in relation to board of directors

Section 909

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

Section 910

910.Work programme

Section 911

911.Annual programme of expenditure

Section 912

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

Section 913

913.Review of work programme

Section 914

914.Funding

Section 915

915.Application of money received by Supervisory Authority

Section 916

916.Supervisory Authority may levy prescribed accountancy bodies

Section 917

917.Supervisory Authority may levy certain companies and other undertakings

Section 918

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

Section 919

919.Reserve fund

Section 920

920.Borrowing

Section 921

921.Excess revenue

Section 922

922.Employees (including provision of a transitional nature)

Section 923

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

Section 924

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

Section 925

925.Employee's duty of disclosure

Section 926

926.Superannuation scheme

Section 927

927.Accounts and audit

Section 928

928.Annual report

Section 929

929.Accountability to Dáil Éireann

Section 930

930.Recognition of body of accountants

Section 931

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

Section 932

932.Consultation by Supervisory Authority regarding standards and qualifications

Section 933

933.Intervention in disciplinary process of prescribed accountancy bodies

Section 934

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

Section 935

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

Section 936

936.Review of members of recognised accountancy bodies

Section 937

937.Delegation of Supervisory Authority's functions

Section 938

938.Hearings, privileges and procedural rules

Section 939

939.Supervisory Authority's seal and instruments

Section 940

940.Confidentiality of information

Section 941

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

Section 942

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

Section 943

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

Section 944

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

CHAPTER 3

Director of Corporate Enforcement

Section 945

945.Director of Corporate Enforcement

Section 946

946.Terms and conditions of appointment

Section 947

947.Removal, cessation or disqualification of Director

Section 948

948.Acting Director of Corporate Enforcement

Section 949

949.Functions of Director

Section 950

950.Superannuation

Section 951

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

Section 952

952.Delegation by Director

Section 953

953.Liability of Director or officer for acts and omissions

Section 954

954.Director's annual report

Section 955

955.Director shall report as required

Section 956

956.Confidentiality of information

Section 957

957.Disclosure of information to Director

CHAPTER 4

Company Law Review Group

Section 958

958.Company Law Review Group

Section 959

959.Functions of Review Group

Section 960

960.Membership of Review Group

Section 961

961.Meetings and business of Review Group

Section 962

962.Annual report and provision of information to Minister

PART 16

DESIGNATED ACTIVITY COMPANIES

CHAPTER 1

Preliminary and definitions

Section 963

963.Definitions (Part 16)

Section 964

964.Application of Parts 1 to 14 to DACs

CHAPTER 2

Incorporation and consequential matters

Section 965

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

Section 966

966.DAC to carry on activity in the State

Section 967

967.The form of a DAC's constitution

Section 968

968.Supplemental provisions in relation to constitution

Section 969

969.Provisions as to names of DACs

Section 970

970.Trading under a misleading name

Section 971

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

Section 972

972.Capacity of a DAC

Section 973

973.Capacity not limited by a DAC's constitution

Section 974

974.Alteration of objects clause by special resolution

Section 975

975.Supplemental provisions in relation to section 974

Section 976

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

Section 977

977.Alteration of articles by special resolution

Section 978

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

CHAPTER 3

Share capital

Section 979

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

Section 980

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

Section 981

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

Section 982

982.Variation of rights attached to special classes of shares

Section 983

983.Application of section 114 in relation to DACs

Section 984

984.Uncertificated transfer of securities

CHAPTER 4

Corporate governance

Section 985

985.Directors

Section 986

986.Limitation on number of directorships

Section 987

987.Membership of DAC limited by guarantee confined to shareholders

Section 988

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

Section 989

989.Application of section 193 in relation to a DAC

Section 990

990.Application of section 194 in relation to a DAC

CHAPTER 5

Financial statements, annual return and audit

Section 991

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

Section 992

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

Section 993

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

Section 994

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

Section 995

995.Disclosures by DAC that is a credit institution

Section 996

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

CHAPTER 6

Liability of contributories in winding up

Section 997

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

CHAPTER 7

Examinerships

Section 998

998.Petitions for examinerships

CHAPTER 8

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

Section 999

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

PART 17

PUBLIC LIMITED COMPANIES

CHAPTER 1

Preliminary and definitions 1000. Interpretation (Part 17) 1001. Investment company to be a PLC but non-application of this Part to that company type 1002. Application of Parts 1 to 14 to PLCs 1003. Societas Europaea to be regarded as PLC

CHAPTER 2

Incorporation and consequential matters 1004. Way of forming a PLC 1005. PLC to carry on activity in the State 1006. The form of a PLC's constitution 1007. Supplemental provisions in relation to constitution and continuance in force of existing memorandum and articles 1008. Provisions as to names of PLCs 1009. Trading under a misleading name 1010. Restriction on commencement of business by a PLC 1011. Capacity of a PLC 1012. Capacity not limited by a PLC's constitution 1013. Alteration of objects clause by special resolution 1014. Supplemental provisions in relation to section 1013 1015. Alteration of articles by special resolution 1016. Power to alter provisions in memorandum which could have been contained in articles 1017. Official seal for sealing securities 1018. Status of existing PLC

CHAPTER 3

Share capital 1019. Provisions as to shares transferable by delivery (general prohibition and provision for certain letters of allotment) 1020. Capacity to make public offers of securities 1021. Allotment of shares and other securities 1022. Pre-emption rights 1023. Interpretation and supplemental provisions in relation to section 1022 1024. Status of authority to allot shares conferred prior to company's re-registration as a PLC 1025. Subscription of share capital 1026. Payment for allotted shares 1027. Payment of non-cash consideration 1028. Expert's report on non-cash consideration before allotment of shares 1029. Supplemental provisions in relation to section 1028 1030. Expert's report: supplemental provisions in relation to section 1028 1031. Dispensation from section 1028 — certain securities or money-market instruments constituting consideration for allotment 1032. Dispensation from section 1028 — consideration for allotment other than securities and money-market instruments referred to in section 1031 1033. Dispensation from section 1028: cases in which consideration for allotment falls into both section 1031 and section 1032 1034. Expert's report on non-cash assets acquired from subscribers, etc.

1035. Supplemental provisions in relation to section 1034 1036. Relief 1037. Special provisions as to issue of shares to subscribers 1038. Enforceability of undertakings made in contravention of certain provisions of Chapter 1039. Adaptation of section 102(1) and (2) in relation to a PLC 1040. Treatment of own shares held by or on behalf of a PLC 1041. Supplemental provisions in relation to section 1040 (including definition of “relevant period”) 1042. Charges taken by PLC on own shares 1043. Application of certain provisions of section 82(6) in relation to PLCs 1044. Variation of rights attached to special classes of shares 1045. Restriction on transfer of shares

CHAPTER 4

Interests in shares: disclosure of individual and group acquisitions 1046. Purpose of Chapter 1047. Interpretation and supplemental (Chapter 4) 1048. Duty of disclosure — first class of case in which duty arises 1049. Notifiable interest 1050. Duty of disclosure — second class of case in which duty arises 1051. “Percentage level” in relation to notifiable interests 1052. The notifiable percentage 1053. Particulars to be contained in notification 1054. Notification of family and corporate interests 1055. “Share acquisition agreement” — meaning 1056. Duties of disclosure arising in consequence of section 1055 1057. Duty of persons acting together to keep each other informed 1058. Interest in shares by attribution 1059. Interest in shares that are notifiable interests for purposes of Chapter 1060. Enforcement of notification obligation 1061. Individual and group acquisitions register 1062. Company investigations concerning interests in shares 1063. Registration of interest disclosed under section 1062 1064. Company investigations on requisition by members 1065. Company reports on investigation 1066. Penalty for failure to provide information 1067. Removal of entries from register 1068. Entries, when not to be removed 1069. Where register to be kept, inspection of register, inspection of reports, etc.

1070. Duty of PLC to notify authorised market operator

CHAPTER 5

Acquisition of own shares and certain acquisitions by subsidiaries 1071. Additional (general) provisions relating to acquisition by PLCs of own shares 1072. “Market purchase”, “overseas market purchase” and “off-market purchase”

1073. Authority for PLC's purchase of own shares 1074. Market purchase of own shares 1075. Off-market purchase of own shares 1076. Assignment or release of company's right to purchase own shares 1077. Relationship of certain acquisition provisions to those in PART 3 1078. Off-market re-allotment of treasury shares by PLC 1079. Return to be made to Registrar under section 116

(1)1080. Duty of PLC to publish particulars of overseas market purchase 1081. Duty of PLC to notify authorised market operator

CHAPTER 6

Distribution by a PLC 1082. Restriction on distribution of assets 1083. Relevant financial statements in the case of distribution by PLC 1084. Limitation on reduction by a PLC of its company capital

CHAPTER 7

Uncertificated securities 1085. Transfer in writing 1086. Power to make regulations for the transfer of securities 1087. Supplemental provisions in relation to section 1086

CHAPTER 8

Corporate governance 1088. Number of directors of a PLC 1089. PLC, with 2 or more members, may not dispense with holding of a.g.m.

1090. Rotation of directors 1091. Modification of section 149(8)'s operation where public or local offer co-incides with change among directors 1092. Remuneration of directors 1093. Application of section 193 in relation to PLC 1094. Provisions consequent on participation by PLC in system for uncertificated transfer of securities 1095. Attendance and voting at meetings 1096. Notice of meetings 1097. Application of section 167 to PLC that is not a public-interest entity under S.I. No. 220 of 2010 1098. Length of notice of general meetings to be given 1099. Additional rights of shareholders in certain PLCs (provisions implementing Shareholders' Rights Directive 2007/36/EC) 1100. Equality of treatment of shareholders 1101. Requisitioning of general meeting by members — modification of section 178

(3)1102. Length of notice of general meetings to be given by traded PLC 1103. Additional provisions concerning notice under section 181 by a traded PLC 1104. Right to put items on the agenda of the general meeting and to table draft resolutions 1105. Requirements for participation and voting in general meeting 1106. Participation in general meeting by electronic means 1107. Right to ask questions 1108. Provisions concerning appointment of proxies 1109. Traded PLC may permit vote to be cast in advance by correspondence 1110. Voting results

CHAPTER 9

Duties of directors and other officers 1111. Obligation to convene extraordinary general meeting in event of serious loss of capital 1112. Qualifications of secretary of a PLC

CHAPTER 10

Financial statements, annual return and audit 1113. Voting by director in respect of certain matters: prohibition and exceptions thereto 1114. Non-application of Part 6 to PLCs that are credit institutions or insurance undertakings 1115. Requirement for corporate governance statement and modification of certain provisions of Parts 5 and 6 as they apply to PLCs 1116. Modification of definition of “IAS Regulation” in the case PLCs 1117. Obligation for a PLC's statutory financial statements to be audited 1118. Statutory auditors' report on revised financial statements and revised report 1119. Summary financial statements and circulation of them to members in lieu of full financial statements 1120. Application of sections 310 to 313

CHAPTER 11

Debentures 1121. Provisions as to register of debenture holders

CHAPTER 12

Examinerships 1122. Petitions for examinerships

CHAPTER 13

Reorganisations 1123. Acquisitions of uncertificated securities from dissenting shareholders

CHAPTER 14

Strike off and restoration 1124. Power of Registrar to strike PLC off register 1125. Reinstatement as PLC confined to company which had such status before dissolution

CHAPTER 15

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

CHAPTER 16

Mergers 1127. Interpretation (Chapter 16) 1128. Requirement for Chapter to apply 1129. Mergers to which Chapter applies — definitions and supplementary provision 1130. Merger may not be put into effect save in accordance with this Chapter 1131. Common draft terms of merger 1132. Directors' explanatory report 1133. Expert's report 1134. Merger financial statement 1135. Registration and publication of documents 1136. Inspection of documents 1137. General meetings of merging companies 1138. Electronic means of making certain information available for purposes of section 1137 1139. Meetings of classes of shareholders 1140. Purchase of minority shares 1141. Application for confirmation of merger by court 1142. Protection of creditors 1143. Preservation of rights of holders of securities 1144. Confirmation order 1145. Certain provisions not to apply where court so orders 1146. Registration and publication of confirmation of merger 1147. Civil liability of directors and experts 1148. Criminal liability for untrue statements in merger documents

CHAPTER 17

Divisions 1149. Interpretation (Chapter 17) 1150. Requirements for Chapter to apply 1151. Divisions to which this Chapter applies — definitions and supplementary provisions 1152. Division may not be put into effect save under and in accordance with this Chapter 1153. Common draft terms of division 1154. Directors' explanatory report 1155. Expert's report 1156. Division financial statement 1157. Registration and publication of documents 1158. Inspection of documents 1159. General meetings of companies involved in a division 1160. Electronic means of making certain information available for purposes of section 1159 1161. Meetings of classes of shareholders 1162. Purchase of minority shares 1163. Application for confirmation of division by court 1164. Protection of creditors and allocation of liabilities 1165. Preservation of rights of holders of securities 1166. Confirmation order 1167. Certain provisions not to apply where court so orders 1168. Registration and publication of confirmation of division 1169. Civil liability of directors and experts 1170. Criminal liability for untrue statements in division documents

CHAPTER 18

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

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

PART 18

GUARANTEE COMPANIES

CHAPTER 1

Preliminary and definitions 1172. Definitions (Part 18) 1173. Application of Parts 1 to 14 to CLGs

CHAPTER 2

Incorporation and consequential matters 1174. Way of forming a CLG 1175. CLG to carry on activity in the State 1176. The form of a CLG's constitution 1177. Supplemental provisions in relation to constitution and continuance in force of existing memorandum and articles 1178. Provisions as to names of CLGs 1179. Trading under a misleading name 1180. Power to dispense with “company limited by guarantee” or Irish equivalent in name of charitable and other companies 1181. Prohibition on certain provisions in constitution, etc. and issuing of shares 1182. Capacity of a CLG 1183. Capacity not limited by a CLG's constitution 1184. Alteration of objects clause by special resolution 1185. Supplemental provisions in relation to section 1184 1186. Restriction of section 32(1) in relation to CLGs 1187. Alteration of articles by special resolution 1188. Power to alter provisions in memorandum which could have been contained in articles 1189. Status of existing guarantee company 1190. Transitional provision — use of “limited” or “teoranta” by existing guarantee company

CHAPTER 3

Share capital 1191. Limitation on offers by CLGs of securities to the public 1192. Application of section 114 in relation to CLGs 1193. Uncertificated transfer of securities

CHAPTER 4

Corporate governance 1194. Directors 1195. Limitation on number of directorships 1196. Rotation of directors 1197. Remuneration of directors 1198. Removal of directors 1199. Membership 1200. Personation of member: offence 1201. Register of members 1202. CLG, with 2 or more members, may not dispense with holding of a.g.m.

1203. Convening of extraordinary general meeting on requisition 1204. Persons entitled to notice of general meetings 1205. Proxies 1206. Votes of members 1207. Right to demand a poll 1208. Application of section 193 in relation to a CLG 1209. Application of section 198 in relation to a CLG 1210. Application of Chapter 5 of Part 5 to a CLG

CHAPTER 5

Financial statements, annual return and audit 1211. Non-application of Part 6 to CLGs that are credit institutions or insurance undertakings 1212. Requirement for corporate governance statement and modification of certain provisions of Parts 5 and 6 as they apply to CLGs 1213. Modification of definition of “IAS Regulation” in the case of CLGs 1214. Application of section 297 to a CLG 1215. Disclosures by CLG that is credit institution 1216. Disclosure of membership changes in CLG's financial statements 1217. Disapplication of sections 325(1)(c) and 329 to a CLG 1218. Application of sections 334, 350 and 362 to a CLG 1219. Qualification of section 338 in the case of a CLG 1220. Exemption from filing with Registrar financial statements, etc.

1221. Application of section 392 to a CLG 1222. Application of section 393 to a CLG

CHAPTER 6

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

CHAPTER 7

Examinerships 1224. Petitions for examinerships

CHAPTER 8

Investigations 1225. Application of section 747(2) to CLGs

CHAPTER 9

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

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

PART 19

UNLIMITED COMPANIES

CHAPTER 1

Preliminary and definitions 1227. Interpretation (Part 19) 1228. Three types of unlimited company and uniform words to be affixed to name 1229. References to unlimited company to mean ULC, PUC or PULC 1230. Application of Parts 1 to 14 to unlimited companies

CHAPTER 2

Incorporation and consequential matters 1231. Way of forming an unlimited company 1232. Unlimited company to carry on activity in the State 1233. The form of the constitution of an ULC or PUC 1234. The form of the constitution of a PULC 1235. Supplemental provisions in relation to constitution referred to in section 1233 or 1234 and continuance in force of existing memorandum and articles 1236. Effect of registration 1237. Provisions as to names of unlimited companies 1238. Trading under a misleading name 1239. Capacity of an unlimited company 1240. Capacity not limited by the constitution of an unlimited company 1241. Alteration of objects clause by special resolution 1242. Supplemental provisions in relation to section 1241 1243. Application of section 1018 to PUCs and PULCs 1244. Alteration of articles by special resolution 1245. Power to alter provisions in memorandum which could have been contained in articles 1246. Status of existing unlimited company 1247. Transitional provision — omission of “unlimited company” or “cuideachta neamhtheoranta” by existing unlimited company

CHAPTER 3

Share capital 1248. Application of section 68 to PUCs and PULCs 1249. Authority to allot and pre-emption rights in the case of a PUC 1250. Variation of rights attached to special classes of shares 1251. Variation of company capital 1252. Reduction of company capital 1253. Application of section 94 to ULCs and PUCs 1254. Application of section 114 in relation to PULCs 1255. Making of distributions unrestricted in the case of unlimited companies 1256. Uncertificated transfer of securities

CHAPTER 4

Corporate governance 1257. Directors 1258. Limitation on number of directorships 1259. Membership of a PULC 1260. Personation of member: offence 1261. Register of members 1262. Unlimited company, with 2 or more members, may not dispense with holding of a.g.m.

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

CHAPTER 5

Financial statements, annual return and audit 1264. Definitions (Chapter 5) 1265. Non-application of Part 6 to unlimited companies that are credit institutions or insurance undertakings 1266. Requirement for corporate governance statement and modification of certain provisions of Parts 5 and 6 as they apply to PUCs and PULCs 1267. Modification of definition of “IAS regulation” in the case of PUCs and PULCs 1268. Application of section 297 to a PULC 1269. Disclosures by unlimited company that is a credit institution 1270. Disclosure of membership changes in PULC's financial statements 1271. Disapplication of sections 325(1)(c) and 329 to a PULC 1272. Application of section 362 to an ULC and obligation on other unlimited companies to have their financial statements audited 1273. Qualification of section 338 in the case of a PULC 1274. No requirement to deliver financial statements, etc., with annual return in the case of certain ULCs 1275. Application of section 392 to a PULC 1276. Application of section 393 to a PULC 1277. Documents to be annexed to annual return of non-designated ULC

CHAPTER 6

Winding up 1278. Liability as contributories of past and present members 1279. Payment of debts due by contributory to the unlimited company and extent to which set-off allowed

CHAPTER 7

Examinerships 1280. Petitions for examinerships

CHAPTER 8

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

CHAPTER 9

Public offers of securities, market abuse, etc.

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

PART 20

RE-REGISTRATION

CHAPTER 1

Interpretation 1283. Interpretation (Part 20)

CHAPTER 2

General provisions as to re-registration 1284. Company may re-register as another company type 1285. Procedure generally for re-registration 1286. Additional statements required of company that is to have a share capital on its re-registration 1287. PLC's resolution to re-register as a private company limited by shares or DAC may be cancelled by court 1288. Re-registration upon reduction of company capital of a PLC

CHAPTER 3

Special requirements for re-registration 1289. What this Chapter does and references to relevant Chapter 2 requirements 1290. Particular requirements for re-registration as a private company limited by shares 1291. Particular requirements for re-registration of company as a PLC 1292. Requirements as to share capital of a company applying to re-register as a PLC 1293. Shares allotted by company applying to re-register as PLC between balance sheet date and passing of special resolution 1294. Application of certain other provisions of Part 17 on allotments to a company that passed resolution for re-registration 1295. Power of unlimited company to provide for reserve share capital on re-registration 1296. Particular requirements for re-registration of limited company as unlimited 1297. Particular requirements for re-registration of company as a CLG 1298. Particular requirements for re-registration of company as a DAC limited by shares 1299. Particular requirements for re-registration of company as a DAC limited by guarantee

PART 21

EXTERNAL COMPANIES

CHAPTER 1

Preliminary 1300. Interpretation (Part 21) 1301. Application to external companies of certain provisions of Parts 1 to 14

CHAPTER 2

Filing obligations of external companies 1302. Filing obligations of EEA company 1303. Accounting documents to be filed by EEA company 1304. Filing obligations of non-EEA company 1305. Accounting documents to be filed by non-EEA company 1306. Return of capital by non-EEA company

CHAPTER 3

Disclosure in certain business documents and translation of documents 1307. Disclosure on letters and order forms 1308. Notice of delivery to be published in CRO Gazette 1309. Translation of documents

CHAPTER 4

Service of documents 1310. Service of documents

CHAPTER 5

Compliance 1311. Duty of securing compliance with this Part

PART 22

UNREGISTERED COMPANIES AND JOINT STOCK COMPANIES

CHAPTER 1

Application of Act to unregistered companies 1312. Application of certain provisions of Act to unregistered companies 1313. Minister's power to make regulations in relation to Schedule 14

CHAPTER 2

Registration of certain bodies (other than joint stock companies) as companies 1314. Definitions (Chapter 2) 1315. Registration as a company of body to which section 1312(1) applies 1316. Requirements for registration under this Chapter as company 1317. Particular requirements for registration of body corporate as a PLC 1318. Requirements as to share capital of body corporate applying to register as a PLC 1319. Shares allotted by body corporate applying to register as PLC between balance sheet date and passing of registration resolution 1320. Application of certain other provisions of Part 17 on allotments to a body that passed resolution for registration as a PLC 1321. Regulations for special cases 1322. Change of name for purposes of registration 1323. Registration and its effects 1324. Supplemental provisions in relation to section 1323 1325. Consequential repeals

CHAPTER 3

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

1327. Restriction of this Chapter 1328. Winding up of unregistered companies 1329. Cases in which unregistered company shall be deemed to be unable to pay its debts 1330. Contributories in winding up of unregistered company 1331. Power of court to stay or restrain proceedings 1332. Actions stayed on winding-up order 1333. Provisions of this Chapter to be cumulative

CHAPTER 4

Provisions concerning companies registered, but not formed, under former Acts and certain other existing companies 1334. Application of Act to companies registered but not formed under former Companies Acts 1335. Application of Act to unlimited companies re-registered as limited companies under certain former enactments 1336. Provisions as to companies registered under Joint Stock Companies Acts

CHAPTER 5

Registration of joint stock companies under this Act 1337. Interpretation (Chapter 5) 1338. Companies capable of being registered 1339. Requirements for registration of joint stock companies 1340. Verifications of lists of members and directors of company for purposes of registration 1341. Registrar may require evidence as to nature of company 1342. Addition of “limited” or “teoranta”, etc. to name 1343. Certificate of registration of existing company 1344. Effects of registration under this Chapter 1345. Power to substitute memorandum and articles for deed of settlement 1346. Power of court to stay or restrain proceedings 1347. Actions stayed on winding-up order

PART 23

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

CHAPTER 1

Public offers of securities 1348. Interpretation (Chapter 1) 1349. Civil liability for misstatements in prospectus 1350. Exceptions and exemptions 1351. Restriction of liability where non-equity securities solely involved 1352. Indemnification of certain persons 1353. Expert's consent to issue of prospectus containing statement by him or her 1354. Regulations (Chapter 1) 1355. Saver for existing Prospectus Regulations 1356. Penalties on conviction on indictment and defences in respect of certain offences 1357. Untrue statements and omissions in prospectus: criminal liability 1358. Requirements about minimum subscriptions, matters to be stated in offer documentation in that regard, etc.

1359. Supplemental provisions in relation to section 1358 1360. Further supplemental provisions in relation to section 1358: effect of irregular allotment 1361. Local offers 1362. Exclusion of Investment Intermediaries Act 1995 1363. Power to make certain rules and issue guidelines 1364. Certain agreements void

CHAPTER 2

Market abuse 1365. Interpretation (Chapter 2) 1366. Regulations (Chapter 2) 1367. Saver for existing Market Abuse Regulations 1368. Conviction on indictment of offences under Irish market abuse law: penalties 1369. Civil liability for certain breaches of Irish market abuse law 1370. Supplementary rules, etc., by competent authority 1371. Application of Irish market abuse law to certain markets

CHAPTER 3

Requirement for corporate governance statement and application of certain provisions of Parts 5 and 6 where company is a traded company 1372. Definition (Chapter 3) 1373. Corporate governance statement in the case of a traded company 1374. Application of section 225 to a traded company 1375. Application of sections 279 and 280 to a traded company excluded 1376. Application of sections 290(7)(b), 293 and 362 to a traded company 1377. Certain exemptions from consolidation of financial statements not available to traded company 1378. DAC or CLG that is a traded company may not file abridged financial statements

CHAPTER 4

Transparency requirements regarding issuers of securities admitted to trading on certain markets 1379. Interpretation (Chapter 4) 1380. Power to make certain regulations (Chapter 4) 1381. Saver for existing Transparency Regulations 1382. Conviction on indictment of offences under transparency (regulated markets) law 1383. Supplementary rules, etc. by competent authority 1384. Application of transparency (regulated markets) law to certain markets

PART 24

INVESTMENT COMPANIES

CHAPTER 1

Preliminary and interpretation 1385. Interpretation (Part 24) 1386. Definition of “investment company” and construction of references to nominal value of shares, etc.

1387. Application of Parts 1 to 14 to investment companies 1388. Application of Part 17 to investment companies 1389. Adaptation of certain provisions of UCITS Regulations

CHAPTER 2

Incorporation and registration 1390. Way of forming an investment company 1391. Investment company to carry on activity in the State 1392. The form of an investment company's constitution 1393. Supplemental provisions in relation to constitution and continuance in force of existing memorandum and articles 1394. Status of existing investment company 1395. Authorisation by Central Bank 1396. Powers of Central Bank 1397. Default of investment company or failure in performance of its investments

CHAPTER 3

Share capital 1398. Power of company to purchase own shares 1399. Treatment of purchased shares

CHAPTER 4

Financial statements 1400. Statutory financial statements 1401. Requirement for corporate governance statement and modification of certain provisions of Parts 5 and 6 as they apply to investment companies

CHAPTER 5

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

CHAPTER 6

Restoration 1403. Restoration by the court

CHAPTER 7

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

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

CHAPTER 8

Umbrella funds and sub-funds 1405. Segregated liability of investment company sub-funds 1406. Requirements to be complied with by, and other matters respecting, an umbrella fund to which section 1405(1) applies 1407. Further matters respecting an umbrella fund to which section 1405(1) applies

CHAPTER 9

Migration of funds 1408. Definitions (Chapter 9) 1409. “Registration documents” — meaning 1410. Continuation of foreign investment company 1411. Supplemental provisions in relation to section 1410 1412. Definitions for the purposes of de-registration provisions contained in sections 1413 and 1414 1413. De-registration of companies when continued under the law of place outside the State 1414. Supplemental provisions in relation to section 1413 1415. Statutory declaration as to solvency

PART 25

MISCELLANEOUS

CHAPTER 1

Provisions concerning foreign insolvency proceedings (including those covered by the Insolvency Regulation) 1416. Preliminary and interpretation (Chapter 1) 1417. Recognition of winding up orders of non-European Union states and Denmark 1418. Purpose of sections 1419 to 1428 1419. Registration of judgments given in insolvency proceedings 1420. Publication in relation to insolvency proceedings outside State 1421. Registration of insolvency judgments 1422. Enforcement in State of insolvency judgments 1423. Interest on insolvency judgments and payment of costs 1424. Currency of payments under enforceable insolvency judgments 1425. Preservation measures 1426. Venue 1427. Language of claims in relation to insolvency proceedings outside State 1428. Non-recognition or non-enforcement of judgments

CHAPTER 2

Other miscellaneous provisions 1429. Deemed consent to disclosure with respect to interest in shares or debentures acquired 1430. Extension of Chapter 1 of Part 9 to any company liable to be wound up 1431. Application of sections 113 to 115 to bodies corporate generally 1432. Saving for enactments providing for winding up under certain former Companies Acts 1433. Application of section 405 to every type of company and society 1434. Restriction of section 58 of the Solicitors Act 1954 1435. Prohibition of partnerships with more than 20 members 1436. Prohibition of banking partnership with more than 10 members 1437. Signing of statutory financial statements in case of credit institution registered after 15 August 1879 1438. Audit by Comptroller and Auditor General of companies not trading for gain 1439. Application of sections 1402 and 1403 to companies that are UCITS 1440. Relationship between Chapters 1 and 2 of Part 9 and Irish Takeover Panel Act 1997 1441. Eligibility to act as public auditor 1442. Certain captive insurers and re-insurers: exemption from requirement to have audit committee 1443. Assurance company holding shares in its holding company 1444. Realised profits of assurance companies 1445. Amendment of section 30 of Multi-Unit Developments Act 2011 1446. Provision as to names of companies formed pursuant to statute 1447. Disapplication of section 7 of Official Languages Act 2003 1448. Provision in respect of certain discretion afforded by Commission Decision 2011/30/ EU SCHEDULE 1 FORM OF CONSTITUTION OF PRIVATE COMPANY LIMITED BY SHARES SCHEDULE 2 REPEALS AND REVOCATIONS

PART 1

ACTS OF THE OIREACHTAS REPEALED

PART 2

STATUTORY INSTRUMENTS REVOKED SCHEDULE 3 ACCOUNTING PRINCIPLES, FORM AND CONTENT OF ENTITY FINANCIAL STATEMENTS

PART I

CONSTRUCTION OF REFERENCES TO PROVISIONS OF SCHEDULE

PART II

GENERAL RULES AND FORMATS

PART III

ACCOUNTING PRINCIPLES AND VALUATION RULES

PART IV

INFORMATION REQUIRED BY WAY OF NOTES TO FINANCIAL STATEMENTS

PART V

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

PART VI

INTERPRETATION OF CERTAIN EXPRESSIONS IN SCHEDULE SCHEDULE 4 ACCOUNTING PRINCIPLES, FORM AND CONTENT OF GROUP FINANCIAL STATEMENTS

PART I

CONSTRUCTION OF REFERENCES TO PROVISIONS OF SCHEDULE

PART II

GENERAL RULES AND FORMATS

PART III

ACCOUNTING PRINCIPLES AND VALUATION RULES

PART IV

INFORMATION REQUIRED BY WAY OF NOTES TO GROUP FINANCIAL STATEMENTS SCHEDULE 5 LIST OF COMPANIES FOR CERTAIN PURPOSES OF ACT (INCLUDING, IN PARTICULAR, SECTIONS 142, 350, 362 AND 510) SCHEDULE 6 FURTHER SAVINGS AND TRANSITIONAL PROVISIONS SCHEDULE 7 FORM OF CONSTITUTION OF DESIGNATED ACTIVITY COMPANY LIMITED BY SHARES SCHEDULE 8 FORM OF CONSTITUTION OF DESIGNATED ACTIVITY COMPANY LIMITED BY GUARANTEE SCHEDULE 9 FORM OF CONSTITUTION OF PUBLIC LIMITED COMPANY SCHEDULE 10 FORM OF CONSTITUTION OF COMPANY LIMITED BY GUARANTEE SCHEDULE 11 FORM OF CONSTITUTION OF PRIVATE UNLIMITED COMPANY HAVING A SHARE CAPITAL SCHEDULE 12 FORM OF CONSTITUTION OF PUBLIC UNLIMITED COMPANY HAVING A SHARE CAPITAL SCHEDULE 13 FORM OF CONSTITUTION OF PUBLIC UNLIMITED COMPANY NOT HAVING A SHARE CAPITAL SCHEDULE 14 PROVISIONS APPLIED TO UNREGISTERED COMPANIES SCHEDULE 15 REPEALS AND REVOCATION IN RELATION TO UNREGISTERED COMPANIES

PART 1

STATUTES REPEALED

PART 2

INSTRUMENTS OR CHARTERS REVOKED SCHEDULE 16 FORM OF CONSTITUTION OF INVESTMENT COMPANY SCHEDULE 17 CONDITIONS TO BE SATISFIED FOR APPLICATION OF SEGREGATED LIABILITY TO SUB-FUNDS OF INVESTMENT COMPANY TRADING BEFORE 30 JUNE 2005 Acts Referred to Arbitration Act 2010 (No. 1) Assurance Companies Act 1909 (9 Edw. 7. c. 42) Bank Act 1892 (56 Vic. c. 48.) Bank Notes (Ireland) Act 1864 (28 Vic. c. 78) Bank of Ireland Act 1781 (22 Geo. III, c. 16) Bank of Ireland Act 1791 (Geo. III, c. 22) Bank of Ireland Act 1797 (Geo. III, c. 50) Bank of Ireland Act 1808 (Geo. III, c. 103) Bank of Ireland Act 1821 (Geo. IV, c. 72) Bank of Ireland Act 1860 (24 Vic. c. 31) Bank of Ireland Act 1929 (No. 4 (Private)) Bank of Ireland Act 1935 (No. 1 (Private)) Bank of Ireland Charter Amendment Act 1872 (36 Vic. c. 5) Bankers' (Ireland) Act 1845 (Vic. c. 37) Bankruptcy Act 1988 (No. 27) Building Societies Act 1989 (No. 17) Capital Acquisitions Tax Consolidation Act 2003 (No. 1) Capital Gains Tax Acts Central Bank Act 1942 (No. 22) Central Bank Act 1971 (No. 24) Central Bank Act 1989 (No. 16) Central Bank Acts 1942 to 2010 Central Bank and Financial Services Authority of Ireland Act 2003 (No. 12) Central Bank Reform Act 2010 (No. 23) Charities Act 1961 (No. 17) Charities Act 2009 (No. 6) Chartered Companies Act 1837 (1 Vic. c. 73) Civil Liability Act 1961 (No. 41) Civil Partnership and Certain Rights and Obligations of Cohabitants Act 2010 (No. 24) Civil Service Regulation Acts 1956 to 2005 Commissions of Investigation Act 2004 (No. 23) Committees of the Houses of the Oireachtas (Compellability, Privileges and Immunities of Witnesses) Act 1997 (No. 17) Companies (Amendment) Act 1977 (No. 31) Companies (Amendment) (No. 2) Act 1999 (No. 30) Companies (Amendment) Act 1982 (No. 10) Companies (Amendment) Act 1983 (No. 13) Companies (Amendment) Act 1986 (No. 25) Companies (Amendment) Act 1990 (No. 27) Companies (Amendment) Act 1999 (No. 8) Companies (Amendment) Act 2009 (No. 20) Companies (Amendment) Act 2012 (No. 22) Companies (Auditing and Accounting) Act 2003 (No. 44) Companies (Consolidation) Act 1908 (8 Edw. 7 c. 69) Companies (Miscellaneous Provisions) Act 2009 (No. 45) Companies (Miscellaneous Provisions) Act 2013 (No. 46) Companies Act 1862 (26 Vic. c. 89) Companies Act 1879 (43 Vic. c. 76) Companies Act 1963 (No. 33) Companies Act 1990 (No. 33) Companies Acts Companies Acts 1963 to 2005 Company Law Enforcement Act 2001 (No. 28) Comptroller and Auditor General (Amendment) Act 1993 (No. 8) Consumer Credit Act 1995 (No. 24) Courts of Justice Act 1924 (No. 10) Courts of Justice Act 1936 (No. 48)

Criminal Procedure Act 1967 (No. 12) Customs Acts Diplomatic and Consular Officers (Provision of Services) Act 1993 (No. 33) Economic and Monetary Union Act 1998 (No. 38) Electoral Act 1997 (No. 25) Electronic Commerce Act 2000 (No. 27) Ethics in Public Office Act 1995 (No. 22) European Communities Act 1972 (No. 27) European Parliament Elections Act 1997 (No. 2) Exchange Control Acts 1954 to 1990 Finance Act 1961 (No. 23) Finance Act 2003 (No. 3) Finance Act 2011 (No. 6) Finance (Local Property Tax) Act 2012 (No. 52) Friendly Societies Acts 1896 to 2014 Hire Purchase Act 1946 (No. 16) Industrial and Provident Societies Acts 1893 to 2014 Insurance Act 1936 (No. 45) Insurance Act 1989 (No. 3) Insurance Acts 1909 to 2000 Interpretation Act 2005 (No. 23) Investment Funds, Companies and Miscellaneous Provisions Act 2005 (No. 12) Investment Funds, Companies and Miscellaneous Provisions Act 2006 (No. 41) Investment Intermediaries Act 1995 (No. 11) Investment Limited Partnerships Act 1994 (No. 24) Irish Takeover Panel Act 1997 (No. 5) Joint Stock Banking Companies Act 1857 (21 Vic. c. 80) Joint Stock Companies Act 1856 (19 Vic. c. 47) Joint Stock Companies Acts Land and Conveyancing Law Reform Act 2009 (No. 27) Limited Partnerships Act 1907 (7 Edw. 7, c. 24) Local Government Act 2001 (No. 37) Mercantile Marine Act 1955 (No. 29) Multi-Unit Developments Act 2011 (No. 2) National Archives Act 1986 (No. 11) National Asset Management Agency Act 2009 (No. 34) Netting of Financial Contracts Act 1995 (No. 25) Official Languages Act 2003 (No. 32) Organisation of Working Time Act 1997 (No. 20) Partnership Act 1890 (4 Vict., c. 39) Petty Sessions (Ireland) Act 1851 (14 & 15 Vict., c. 93) Post Office Savings Bank Acts 1861 to 1958 Public Service Management (Recruitment and Appointments) Act 2004 (No. 33) Registration of Business Names Act 1963 (No. 30) Registration of Deeds and Title Act 2006 (No. 12) Registration of Title Act 1964 (No. 16) Social Welfare Acts Social Welfare Consolidation Act 2005 (No. 26) Solicitors Act 1954 (No. 36) Solicitors Acts 1954 to 2002 Stamp Duties Consolidation Act 1999 (No. 31) State Property Act 1954 (No. 25) Statute Law (Restatement) Act 2002 (No. 33) Statutory Declarations Act 1938 (No. 37) Stock Transfer Act 1963 (No. 34) Succession Act 1965 (No. 27) Supreme Court of Judicature (Ireland) Act 1877 (41 Vict., c. 57) Tax Acts Taxes Consolidation Act 1997 (No. 39) Trade Union Acts 1871 to 1990 Tribunals of Inquiry (Evidence) Acts 1921 to 2004 Trustee Savings Banks Act 1989 (No. 21) Unit Trusts Act 1990 (No. 37) Value-Added Tax Acts Value-Added Tax Consolidation Act 2010

(No. 31) Number 38 of 2014 COMPANIES ACT 2014 An Act to consolidate, with amendments, certain enactments relating to companies and to provide for related matters. [23rd December, 2014] Be it enacted by the Oireachtas as follows:

PART 1

PRELIMINARY AND GENERAL Short title and commencement 1. (1) This Act may be cited as the Companies Act 2014.

(2)This Act shall come into operation on such day or days as the Minister may appoint by order or orders either generally or with reference to any particular purpose or provision and different days may be so appointed for different purposes or different provisions.
(3)Without prejudice to the generality of subsection (2), an order or orders under that subsection may appoint different days for the coming into operation of section 4 or 1325 so as to effect the repeal or revocation provided by section 4 or 1325 of— (a) an enactment specified in

Part 1

or

Part 2

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

Part 1

or

Part 2

of Schedule 2 or in Schedule 15 , as the case may be, on different days.

Interpretation generally 2. (1) In this Act— “Acting Director” means a person appointed under section 948 as the Acting Director of Corporate Enforcement; “Act of 1963” means the Companies Act 1963 ; “Act of 1990” means the Companies Act 1990 ; “agent” does not include a person's counsel acting as such; “amendment”, in relation to a constitution, includes an alteration and a deletion; “annual general meeting” means the meeting provided for in section 175 ; “annual return” has the meaning given to it by section 342 ; “annual return date” has the meaning given to it by section 343 ; “appropriate rate”, in relation to interest, means— (a) subject to paragraph (b), 5 per cent per annum; or (b) such other rate as may be specified by order made by the Minister under subsection (7); “articles” means articles of association; “assignee in bankruptcy” means the Official Assignee (within the meaning of the Bankruptcy Act 1988 ) or a creditors' assignee (within the meaning of that Act); “authorised market operator” means a market operator (within the meaning of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004) who, for the time being, is authorised under— (a) the European Communities (Markets in Financial Instruments) Regulations 2007 ( S.I. No. 60 of 2007 ); or (b) the measures adopted by another Member State to implement that Directive, to operate the business of a regulated market (within the meaning of that Directive); “Bankruptcy Acts” means the Bankruptcy Act 1988 and any enactment amending or extending that Act; “book and paper” and “book or paper” includes deeds, writings and documents and, where not separately mentioned in the provision concerned, accounting records; “books and documents” and “books or documents” includes deeds, writings and records made in any other manner and, where not separately mentioned in the provision concerned, accounting records; “called-up share capital”, in relation to a company, means so much of its share capital as equals the aggregate amount of the calls made on its shares, whether or not those calls have been paid, together with any share capital paid up without being called and any share capital to be paid on a specified future date under the company's constitution, the terms of allotment of the relevant shares or any other arrangements for payment of those shares, and “uncalled share capital” shall be read accordingly; “category 1 offence” means an offence the penalties for which are specified in section 871

(1); “category 2 offence” means an offence the penalties for which are specified in section 871
(2); “category 3 offence” means an offence the penalties for which are specified in section 871
(3); “category 4 offence” means an offence the penalties for which are specified in section 871
(4); “Central Bank” means the Central Bank of Ireland; “child” includes a step-child and an adopted child and “son”, “daughter” and “parent” shall be read accordingly; “civil partner” has the meaning given to it by the Civil Partnership and Certain Rights and Obligations of Cohabitants Act 2010 ; “Community act” means an act adopted by an institution of the European Union; “company”— (a) in Parts 2 to 14 , shall be read in accordance with section 10 ; (b) subject to the foregoing, means a company formed and registered under this Act, or an existing company; “company having a sole director” shall be read in accordance with subsection (8); “constitution” means the constitution of a company as provided for in section 19 or, in the case of a company that is not a private company limited by shares, as provided for in

Part 16

, 17 , 18 , 19 or 24 , as appropriate; “contravention” includes a failure to comply; “contributory” has the meaning given to it by section 559 ; “court”— (a) without prejudice to paragraphs (b) and (c), where used in any provision of this Act in relation to a company, means— (i) the High Court; or (ii) where another court is specified for the purposes of that provision — that court; (b) where used in relation to proceedings for an offence, means— (i) in the case of an offence that is being prosecuted summarily — the District Court; or (ii) in any other case — the court with jurisdiction in the matter concerned; (c) where used in connection with proceedings for a debt or the recovery of a sum otherwise provided by this Act to be recoverable and a particular court or a court of competent jurisdiction is not specified for the purpose, means any court of competent jurisdiction; “CRO Gazette” means the Companies Registration Office Gazette referred to in section 887

(7); “debenture” includes debenture stock, bonds and any other securities of a company whether constituting a charge on the assets of the company or not; “de facto director” shall be read in accordance with section 222 ; “deliver” includes send or forward and, in the case of a requirement to deliver a document, notice or thing to the Registrar, where the provision concerned itself does not indicate that that is the purpose of its delivery, means deliver the document, notice or thing to the Registrar for the purposes of its registration; “director” includes any person occupying the position of director by whatever name called; “Director” means the Director of Corporate Enforcement (but that title appears set out in full in any provision where it is desirable to avoid confusion or otherwise to provide clarity on the matter) and includes an Acting Director while so acting and, in relation to a particular power of the Director, a delegate to whom the power is delegated under section 954 ; “document” includes summons, notice, order and other legal process, and register; “EEA Agreement” means the Agreement on the European Economic Area signed at Oporto on 2 May 1992, as adjusted by the Protocol signed at Brussels on 17 March 1993; “EEA state” means a state, including the State, which is a contracting party to the EEA Agreement; “electronic means” or “electronic communications” includes the use of electronic mail; “enactment” means a statute or an instrument made under a power conferred by a statute; “examiner” means an examiner appointed under section 509 or 517 ; “existing company” means a company formed and registered in a register kept in the State under the Joint Stock Companies Acts, the Companies Act 1862 , the Companies (Consolidation) Act 1908 or the Act of 1963; “extended notice” has the meaning given to it by section 396 ; “extraordinary general meeting” shall be read in accordance with section 177 ; “financial year” shall be read in accordance with section 288 ; “hire-purchase agreement” has the same meaning as it has in the Consumer Credit Act 1995 ; “holding company” has the meaning given to it by section 8 ; “insolvency proceedings”, other than in

Chapter 15

of

Part 11

, means insolvency proceedings opened under Article 3 of the Insolvency Regulation in a Member State, other than the State and Denmark, where the proceedings relate to a body corporate; “Insolvency Regulation” means Council Regulation (EC) No. 1346/2000 of 29 May 2000 on insolvency proceedings; “Joint Stock Companies Acts” means the Joint Stock Companies Act 1856, the Joint Stock Companies Acts 1856, 1857, the Joint Stock Banking Companies Act 1857 and the Act to enable Joint Stock Banking Companies to be formed on the principle of limited liability, or any one or more of those Acts as the case may require, but does not include the Act 7 & 8 Victoria, Chapter 110; “limited company” means a company the liability of whose members is limited; “members' voluntary winding up” has the meaning given to it by section 559

(1); “memorandum” means memorandum of association; “Minister”, other than in Parts 23 and 24 , means the Minister for Jobs, Enterprise and Innovation; “officer”, in relation to a body corporate, includes a director or secretary; “officer of the Director” means— (a) an officer of the Minister assigned to the Director; (b) a member of An Garda Síochána seconded to the Director; or (c) a person employed by the Minister or the Director under a contract for service or otherwise, to assist the Director in performing functions of the Director under this Act or any other enactment; “ordinary resolution” has the meaning given to it by section 191 ; “prescribed”— (a) subject to paragraphs (b), (c) and (d), means prescribed by regulations made by the Minister; (b) in

Part 11

, unless a power of the Supervisory Authority to prescribe by regulations is provided or that Part otherwise makes express provision— (i) means prescribed by rules of court; and (ii) where a power of the Minister to prescribe is provided, means prescribed by the means referred to in paragraph (a); (c) in

Part 15

, where a power of the Minister to prescribe is provided or the provision in which the expression appears does not indicate otherwise, means prescribed by the means referred to in paragraph (a); and (d) in Parts 23 and 24 , means prescribed by regulations made by the Minister for Finance; “printed” includes reproduced in any legible and durable form approved by the Registrar; “prior Companies Acts” means— (a) the Companies Acts 1963 to 2005; (b) Parts 2 and 3 of the Investment Funds, Companies and Miscellaneous Provisions Act 2006 ; (c) the Companies (Amendment) Act 2009 ; (d) the Companies (Miscellaneous Provisions) Act 2009 ; (e) the Companies (Amendment) Act 2012 ; (f) the Companies (Miscellaneous Provisions) Act 2013 ; and (g) every other enactment passed or made before the commencement of this section which provides that it is to be read as one with the Companies Acts; “private company limited by shares” means, unless otherwise indicated, a private company limited by shares registered under

Part 2

as distinct from a designated activity company of the type referred to in section 965

(2)(a); “prospectus” means a document or documents in such form and containing such information as may be required by or under Irish prospectus law or EU prospectus law (within the meaning of

Chapter 1

of

Part 23

), howsoever the document or documents are constituted, but does not include any advertisements in newspapers or journals derived from the foregoing; “public holiday” means a day which is a public holiday under the Organisation of Working Time Act 1997 ; “public limited company” includes (in Parts 2 to 15 ) an investment company within the meaning of

Part 24

; “receiver of the property of a company” shall be read in accordance with subsection (9); “register” shall be read in accordance with section 887

(2); “registered office”, in relation to a company, means the office provided for in section 50 ; “Registrar” means— (a) the registrar appointed under section 887
(3); or (b) the person referred to in subsection (6) (which relates to the existing Registrar of Companies) of section 887 for so long as the person holds office in accordance with subsection (5) of that section; “related company” shall be read in accordance with subsections (10) and (11); “resolution for voluntary winding up” means a resolution referred to in— (a) section 202
(1)(a)(i) as it relates to section 579 ; or (b) section 580
(1)or 586
(2), to wind up a company voluntarily; “sealed”, other than in provisions governing the use of a company's common seal or of any official seal of it, means executed in the manner specified in section 64 of the Land and Conveyancing Law Reform Act 2009 (but only to the extent that that section 64 obviates the need for a seal); “shadow director” shall be read in accordance with section 221 ; “share” means share in the share capital of a company, and includes stock except where a distinction between stock and shares is express or implied; “single-member company” has the meaning given to it by section 196 ; “special resolution” has the meaning given to it by section 191 ; “statutory auditor” means an individual or a firm (within the meaning of those Regulations) that stands approved as a statutory auditor or statutory audit firm, as the case may be, under the European Communities (Statutory Audits) (Directive 2006/43/ EC) Regulations 2010 ( S.I. No. 220 of 2010 ); “subscribe” includes, where the means of authentication referred to in section 888 are employed, subscribe in the prescribed non-legible form; “subsidiary” has the meaning given to it by section 7 ; “Summary Approval Procedure” has the meaning given to it by section 202 ; “Supervisory Authority” has the meaning given to it by section 900
(1); “system of interconnection of registers” means the system of interconnection of central commercial and companies registers established in accordance with Article 4a(2) of Directive 2009/101/EC of the European Parliament and of the Council of 16 September 2009;
Continue reading ↓

AI explanation based on the official legal text. Indicative, not a substitute for legal advice.