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Companies Act 2014

In short

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.

What it regulates

Who it concerns

Key points

Legal text

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.

  1. 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.
  2. ie)Aistriúcháin (Tithe an Oireachtais) Foilseacháin Rialtais ar Díol Dlí AE (EUR-Lex) CCanna (Ceisteanna Coitianta) Séanadh Aiseolas Deasc chabhrach Cuardach TitleTeideal Year(
  3. 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 1. Short title and commencement 2. Interpretation generally 3. Periods of time 4. Repeals and revocations 5. Savings and transitional provisions 6. Construction of references in other Acts to companies registered under Companies (Consolidation) Act 1908 and Act of 1963 7. Definition of “subsidiary” 8. Definitions of “holding company”, “wholly owned subsidiary” and “group of companies” 9. Act structured to facilitate its use in relation to most common type of company 10. Reference in Parts 2 to 14 to company to mean private company limited by shares 11. Construction of references to directors, board of directors and interpretation of certain other plural forms 12. Regulations and orders 13. Authentication of certain official documents 14. Expenses PART 2 INCORPORATION AND REGISTRATION CHAPTER 1 Preliminary 15. Definitions (Part 2) 16. Extension of transition period in the event of difficulties CHAPTER 2 Incorporation and consequential matters 17. Way of forming private company limited by shares 18. Company to carry on activity in the State and prohibition of certain activities 19. Form of the constitution 20. Restriction on amendment of constitution 21. Registration of constitution 22. Statement to be delivered with constitution 23. Additional statement to be furnished in certain circumstances 24. Declaration to be made to Registrar 25. Effect of registration 26. Provisions as to names of companies 27. Trading under a misleading name 28. Reservation of a company name 29. Effect of reservation of name 30. Change of name 31. Effect of constitution 32. Amendment of constitution by special resolution 33. Publication of notices 34. Language of documents filed with Registrar 35. Authorisation of an electronic filing agent 36. Revocation of the authorisation of an electronic filing agent 37. Copies of constitution to be given to members CHAPTER 3 Corporate capacity and authority 38. Capacity of private company limited by shares 39. Registered person 40. Persons authorised to bind company 41. Powers of attorney CHAPTER 4 Contracts and other transactions 42. Form of contracts 43. The common seal 44. Power for company to have official seal for use abroad 45. Pre-incorporation contracts 46. Bills of exchange and promissory notes 47. Liability for use of incorrect company name 48. Authentication by company of documents CHAPTER 5 Company name, registered office and service of documents 49. Publication of name by company 50. Registered office of company 51. Service of documents 52. Security for costs 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 54. Interpretation (Chapter 6) 55. Status of existing private companies at end of transition period: general principle 56. Conversion of existing private companies to designated activity companies: duties and powers in that regard 57. Relief where company does not re-register as a designated activity company 58. Applicable laws during transition period 59. Adoption of new constitution by members 60. Preparation, registration, etc. of new constitution by directors 61. Deemed constitution 62. Relief for members and creditors 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 64. Interpretation (Part 3) 65. Powers to convert shares into stock, etc. 66. Shares 67. Numbering of shares CHAPTER 2 Offers of securities to the public 68. Limitation on offers of securities to the public CHAPTER 3 Allotment of shares 69. Allotment of shares 70. Supplemental and additional provisions as regards allotments 71. Payment of shares 72. Restriction of section 71

(5)in the case of mergers 73. Restriction of section 71
(5)in the case of group reconstructions
  1. Supplementary provisions in relation to sections 72 and 73
  2. Restriction of section 71
(5)in the case of shares allotted in return for acquisition of issued shares of body corporate
  1. Treatment of premiums paid on shares issued before a certain date
  2. Calls on shares
  3. Supplemental provisions in relation to calls
  4. Further provisions about calls (different times and amounts of calls)
  5. Lien
  6. Forfeiture of shares
  7. Financial assistance for acquisition of shares CHAPTER 4 Variation in capital
  8. Variation of company capital
  9. Reduction in company capital
  10. Application to court for confirming order, objections by creditors and settlement of list of such creditors
  11. Registration of order and minute of reduction
  12. Liability of members in respect of reduced calls
  13. Variation of rights attached to special classes of shares
  14. Rights of holders of special classes of shares
  15. Registration of particulars of special rights
  16. Variation of company capital on reorganisation
  17. Notice to Registrar of certain alterations of share capital
  18. Notice of increase of share capital CHAPTER 5 Transfer of shares
  19. Transfer of shares and debentures
  20. Restrictions on transfer
  21. Transmission of shares
  22. Transmission of shares in special circumstances (including cases of mergers)
  23. Certification of shares
  24. Share certificates
  25. Rectification of dealings in shares
  26. Personation of shareholder: offence CHAPTER 6 Acquisition of own shares
  27. Company acquiring its own shares, etc. — permissible circumstances and prohibitions
  28. Supplemental provisions in relation to section 102
  29. Shares of a company held by a nominee of a company
  30. Acquisition of own shares
  31. Supplemental provisions in relation to section 105
  32. Assignment or release of company's right to purchase own shares
  33. Power to redeem preference shares issued before 5 May 1959
  34. Treasury shares
  35. Incidental payments with respect to acquisition of own shares
  36. Effect of company's failure to redeem or purchase
  37. Retention and inspection of documents
  38. Membership of holding company
  39. Holding by subsidiary of shares in its holding company
  40. Civil liability for improper purchase in holding company
  41. Return to be made to Registrar CHAPTER 7 Distributions
  42. Profits available for distribution
  43. Prohibition on pre-acquisition profits or losses being treated in holding company's financial statements as profits available for distribution
  44. Distributions in kind: determination of amount
  45. Development costs shown as asset of company to be set off against company's distribution profits
  46. The relevant financial statements
  47. Consequences of making unlawful distribution
  48. Meaning of “distribution”, “capitalisation”, etc., and supplemental provisions
  49. Procedures for declarations, payments, etc., of dividends and other things
  50. Supplemental provisions in relation to section 124
  51. Bonus issues PART 4 CORPORATE GOVERNANCE CHAPTER 1 Preliminary
  52. Access to documents during business hours CHAPTER 2 Directors and secretaries
  53. Directors
  54. Secretaries
  55. Prohibition of body corporate or unincorporated body of persons being director
  56. Prohibition of minor being director or secretary
  57. Prohibition of undischarged bankrupt being director or secretary or otherwise involved in company
  58. Examination as to solvency status
  59. Performance of acts by person in dual capacity as director and secretary not permitted
  60. Validity of acts of director or secretary
  61. Share qualifications of directors
  62. Company to have director resident in an EEA state
  63. Supplemental provisions concerning bond referred to in section 137
(2)
  1. Notification requirement as regards non-residency of director
  2. Exception to section 137 — companies having real and continuous link with economic activity in State
  3. Provisions for determining whether director resident in State
  4. Limitation on number of directorships
  5. Sanctions for contravention of section 142 and supplemental provisions
  6. Appointment of director
  7. Appointment of directors to be voted on individually
  8. Removal of directors
  9. Compensation for wrongful termination, other powers of removal not affected by section 146
  10. Vacation of office
  11. Register of directors and secretaries
  12. Supplemental provisions (including offences) in relation to section 149
  13. Particulars to be shown on all business letters of company
  14. Entitlement to notify Registrar of changes in directors and secretaries if section 149
(8)contravened
  1. Provisions as to assignment of office by directors CHAPTER 3 Service contracts and remuneration
  2. Copies of directors' service contracts
  3. Remuneration of directors
  4. Prohibition of tax-free payments to directors CHAPTER 4 Proceedings of directors
  5. Sections 158 to 165 to apply save where constitution provides otherwise
  6. General power of management and delegation
  7. Managing director
  8. Meetings of directors and committees
  9. Supplemental provisions about meetings (including provision for acting by means of written resolutions)
  10. Holding of any other office or place of profit under the company by director
  11. Counting of director in quorum and voting at meeting at which director is appointed
  12. Signing, drawing, etc., of negotiable instruments and receipts
  13. Alternate directors
  14. Minutes of proceedings of directors
  15. Audit committees CHAPTER 5 Members
  16. Definition of member
  17. Register of members
  18. Trusts not to be entered on register of members
  19. Register to be evidence
  20. Consequences of failure to comply with requirements as to register owing to agent's default
  21. Rectification of register
  22. Power to close register CHAPTER 6 General meetings and resolutions
  23. Annual general meeting
  24. The location and means for holding general meetings
  25. Extraordinary general meetings
  26. Convening of extraordinary general meetings by members
  27. Power of court to convene meeting
  28. Persons entitled to notice of general meetings
  29. Notice of general meetings
  30. Quorum
  31. Proxies
  32. Form of proxy
  33. Representation of bodies corporate at meetings of companies
  34. The business of the annual general meeting
  35. Proceedings at meetings
  36. Votes of members
  37. Right to demand a poll
  38. Voting on a poll
  39. Resolutions — ordinary resolutions, special resolutions, etc., — meaning
  40. Resolutions passed at adjourned meetings
  41. Unanimous written resolutions
  42. Majority written resolutions
  43. Supplemental provisions in relation to section 194
  44. Single-member companies — absence of need to hold general meetings, etc.
  45. Application of this Part to class meetings
  46. Registration of, and obligation of company to supply copies of, certain resolutions and agreements
  47. Minutes of proceedings of meetings of a company CHAPTER 7 Summary Approval Procedure
  48. Interpretation (Chapter 7)
  49. Chapter 7 — what it does
  50. Summary Approval Procedure
  51. Declaration to be made in the case of financial assistance for acquisition of shares or transaction with directors
  52. Declaration to be made in the case of a reduction in company capital or variation of company capital on reorganisation
  53. Declaration to be made in the case of treatment of pre-acquisition profits or losses in a manner otherwise prohibited by section 118
(1)
  1. Declaration to be made in the case of merger of company
  2. Declaration to be made in the case of members' winding up of solvent company
  3. Condition to be satisfied common to declarations referred to in section 204, 205 or 207
  4. Condition to be satisfied in relation to declaration referred to in section 206
  5. Civil sanctions where opinion as to solvency stated in declaration without reasonable grounds
  6. Moratorium on certain restricted activities being carried on and applications to court to cancel special resolution CHAPTER 8 Protection for minorities
  7. Remedy in case of oppression CHAPTER 9 Form of registers, indices and minute books
  8. Form of registers, minutes, etc.
  9. Use of computers, etc., for certain company records CHAPTER 10 Inspection of registers, provision of copies of information in them and service of notices
  10. Definitions for purposes of section 216 concerning registers, etc. and construction of reference to company keeping registers, etc.
  11. Where registers and other documents to be kept, right to inspect them, etc.
  12. Supplemental provisions in relation to section 216 — “relevant fee”, power to alter the amount of it, offences, etc.
  13. Service of notices on members PART 5 DUTIES OF DIRECTORS AND OTHER OFFICERS CHAPTER 1 Preliminary and definitions
  14. Interpretation and application (Part 5)
  15. Connected persons
  16. Shadow directors
  17. De facto director CHAPTER 2 General duties of directors and secretaries and liabilities of them and other officers
  18. Duty of each director
  19. Directors to have regard to interests of employees
  20. Directors' compliance statement and related statement
  21. Duties of secretary
  22. Fiduciary duties of directors — provisions introductory to section 228
  23. Statement of principal fiduciary duties of directors
  24. Other interests of directors
  25. Power of director to act in a professional capacity for company
  26. Duty of director to disclose his or her interest in contracts made by company
  27. Breaches of certain duties: liability to account and indemnify
  28. Power of court to grant relief to officers of company
  29. Anticipated claim: similar power of relief as under section 233
  30. 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
  31. Loans, etc., by company to directors: evidential provisions
  32. 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
  33. Substantial transactions in respect of non-cash assets and involving directors, etc.
  34. Prohibition of loans, etc., to directors and connected persons
  35. Arrangements of certain value
  36. Reduction in amount of company's relevant assets
  37. Availability of Summary Approval Procedure to permit loans, etc.
  38. Intra-group transactions
  39. Directors' expenses
  40. Business transactions
  41. Transaction or arrangement in breach of section 239 voidable at instance of company
  42. Personal liability for company debts in certain cases
  43. Offence for contravention of section 239
  44. Contracts of employment of directors — control by members over guaranteed periods of employment
  45. Anti-avoidance provision — section 249
  46. Approval of company necessary for payment by it to director or directors' dependants for loss of office
  47. Approval of company necessary for payment to director of compensation in connection with transfer of property
  48. Duty of director to disclose to company payments to be made to him or her in connection with transfer of shares in company
  49. “Existing legal obligation” — definition and other provisions in relation to sections 251 to 253
  50. Contracts with sole members CHAPTER 5 Disclosure of interests in shares and debentures
  51. Interpretation generally (Chapter 5)
  52. “Disclosable interest” — meaning of that term
  53. Circumstances in which person is to be regarded as having disclosable interest in shares or debentures
  54. Circumstances in which person shall be regarded as having ceased to have disclosable interest
  55. Interests that are not disclosable interests for the purposes of this Chapter
  56. Duty to notify disclosable interests — first of the 5 cases in which duty arises — interests held at commencement of Chapter
  57. Second and third cases in which duty to notify arises — interests acquired or ceasing to be held
  58. Fourth and fifth cases in which duty to notify arises — grant or assignment of subscription rights, etc.
  59. Application of sections 261 to 263 and exceptions to them
  60. Mode of notification by directors and secretaries under this Chapter
  61. Enforcement of notification obligation
  62. Register of interests: contents and entries
  63. Supplemental provisions in relation to section 267
  64. 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
  65. Meaning of “in default” in context of sanctions specified in respect of officers (whether directors or secretaries or not)
  66. Presumption that default permitted and certain defence PART 6 FINANCIAL STATEMENTS, ANNUAL RETURN AND AUDIT CHAPTER 1 Preliminary
  67. What this Part contains and use of prefixes — “Companies Act” and “IFRS”
  68. Overall limitation on discretions with respect to length of financial year and annual return date
  69. Interpretation (Part 6): provisions relating to financial statements
  70. Interpretation (Part 6): other definitions and construction provisions
  71. Construction of references to realised profits
  72. Construction of references to exemption
  73. Accounting standards generally — power of Minister to specify
  74. US accounting standards may, in limited cases, be availed of for particular transitional period
  75. Regulations may permit use of other internationally recognised accounting standards for a particular transitional period CHAPTER 2 Accounting records
  76. Obligation to keep adequate accounting records
  77. Basic requirements for accounting records
  78. Where accounting records are to be kept
  79. Access to accounting records
  80. Retention of accounting records
  81. Accounting records: offences CHAPTER 3 Financial year
  82. Financial year end date
  83. Financial year CHAPTER 4 Statutory financial statements
  84. Statutory financial statements to give true and fair view
  85. Obligation to prepare entity financial statements under relevant financial reporting framework
  86. Companies Act entity financial statements
  87. IFRS entity financial statements
  88. Obligation to prepare group financial statements under relevant financial reporting framework
  89. Companies Act group financial statements
  90. IFRS group financial statements
  91. Consistency of financial statements CHAPTER 5 Group financial statements: exemptions and exclusions
  92. Exemption from consolidation: size of group
  93. Application of section 297 in certain circumstances and cessation of exemption
  94. Exemption from consolidation: holding company that is subsidiary undertaking of undertaking registered in EEA
  95. Exemption from consolidation: holding company that is subsidiary undertaking of undertaking registered outside EEA
  96. Exemption from consolidation: holding company with all of its subsidiary undertakings excluded from consolidation
  97. Exemption from consolidation where IFRS so permits
  98. Subsidiary undertakings included in the group financial statements
  99. Treatment of entity profit and loss account where group financial statements prepared CHAPTER 6 Disclosure of directors' remuneration and transactions
  100. Disclosure of directors' remuneration
  101. Supplemental provisions in relation to section 305
  102. Obligation to disclose information about directors' benefits: loans, quasi-loans, credit transactions and guarantees
  103. Supplemental provisions in relation to section 307 (including certain exemptions from its terms)
  104. Other arrangements and transactions in which the directors, etc., have material interest
  105. Credit institutions: exceptions to disclosure by holding company under sections 307 to 309 in the case of connected persons and certain officers
  106. Credit institutions: disclosures by holding company of aggregate amounts in respect of connected persons
  107. Credit institutions: requirement for register, etc., in the case of holding company as respects certain information
  108. 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
  109. Information on related undertakings
  110. Information on related undertakings: exemption from disclosures
  111. Information on related undertakings: provision for certain information to be annexed to annual return
  112. Disclosures of particulars of staff
  113. Details of authorised share capital, allotted share capital and movements
  114. Financial assistance for purchase of own shares
  115. Holding of own shares or shares in holding undertaking
  116. Disclosure of accounting policies
  117. Disclosure of remuneration for audit, audit-related and non-audit work
  118. Information on arrangements not included in balance sheet CHAPTER 8 Approval of statutory financial statements
  119. Approval and signing of statutory financial statements by board of directors CHAPTER 9 Directors' report
  120. Obligation to prepare directors' report for every financial year
  121. Directors' report: general matters
  122. Directors' report: business review
  123. Directors' report: acquisition or disposal of own shares
  124. Directors' report: interests in shares and debentures
  125. Directors' report: statement on relevant audit information
  126. Directors' report: copy to be included of any notice issued under certain banking legislation
  127. Approval and signing of directors' report CHAPTER 10 Obligation to have statutory financial statements audited
  128. Statutory financial statements must be audited (unless audit exemption availed of)
  129. Right of members to require audit despite audit exemption otherwise being available
  130. Statement to be included in balance sheet if audit exemption availed of CHAPTER 11 Statutory auditors' report
  131. Statutory auditors' report on statutory financial statements
  132. Signature of statutory auditor's report CHAPTER 12 Publication of financial statements
  133. Circulation of statutory financial statements
  134. Right to demand copies of financial statements and reports
  135. Requirements in relation to publication of financial statements
  136. Financial statements and reports to be laid before company in general meeting CHAPTER 13 Annual return and documents annexed to it
  137. Annual return
  138. Obligation to make annual return
  139. Special provision for annual return delivered in a particular form
  140. Annual return date
  141. Alteration of annual return date
  142. Documents to be annexed to annual return: all cases
  143. Documents to be annexed to annual returns: certain cases
  144. 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
  145. Qualification of company as small or medium company
  146. Exemptions in respect of directors' report in the case of small and medium companies
  147. Exemption from filing certain information for small and medium companies
  148. Abridged financial statements for a small company
  149. Abridged financial statements for a medium company
  150. Approval and signing of abridged financial statements
  151. Special report of the statutory auditors on abridged financial statements
  152. Subsidiary undertakings exempted from annexing their statutory financial statements to annual return CHAPTER 15 Audit exemption
  153. Main conditions for audit exemption — non-group situation
  154. Main conditions for audit exemption — group situation
  155. Audit exemption
  156. Audit exemption not available where notice under section 334 served
  157. Audit exemption not available where company or subsidiary undertaking falls within a certain category
  158. Audit exemption (non-group situation) not available unless annual return filed in time
  159. Audit exemption (group situation) not available unless annual return filed in time CHAPTER 16 Special audit exemption for dormant companies
  160. Dormant company audit exemption CHAPTER 17 Revision of defective statutory financial statements
  161. Voluntary revision of defective statutory financial statements
  162. Content of revised financial statements or revised report
  163. Approval and signature of revised financial statements
  164. Approval and signature of revised directors' report
  165. Statutory auditors' report on revised financial statements and revised report
  166. Cases where company has availed itself of audit exemption
  167. Statutory auditors' report on revised directors' report alone
  168. Effect of revision
  169. Publication of revised financial statements and reports
  170. Laying of revised financial statements or a revised report
  171. Delivery of revised financial statements or a revised report
  172. Small and medium companies
  173. Application of this Chapter in cases where audit exemption available, etc.
  174. Modifications of Act CHAPTER 18 Appointment of statutory auditors
  175. Statutory auditors — general provisions (including as to the interpretation of provisions providing for auditors' term of office)
  176. Remuneration of statutory auditors
  177. Appointment of statutory auditors — first such appointments and powers of members vis a vis directors
  178. Subsequent appointments of statutory auditors (including provision for automatic re-appointment of auditors at annual general meetings)
  179. Appointment of statutory auditors by directors in other cases, etc.
  180. Appointment of statutory auditors: failure to appoint CHAPTER 19 Rights, obligations and duties of statutory auditors
  181. Right of access to accounting records
  182. Right to information and explanations concerning company
  183. Right to information and explanations concerning subsidiary undertakings
  184. Offence to make false statements to statutory auditors
  185. Obligation to act with professional integrity
  186. Statutory auditors' report on statutory financial statements
  187. Report to Registrar and to Director: accounting records
  188. Report to Registrar and Director: category 1 and 2 offences CHAPTER 20 Removal and resignation of statutory auditors
  189. Removal of statutory auditors: general meeting
  190. Restrictions on removal of statutory auditor
  191. Extended notice requirement in cases of certain appointments, removals, etc., of auditors
  192. Right of statutory auditors to make representations where their removal or non-re-appointment proposed
  193. Statutory auditors removed from office: their rights to get notice of, attend and be heard at general meeting
  194. Removal of statutory auditors: statement from statutory auditors where audit exemption availed of by company
  195. Resignation of statutory auditors: general
  196. Resignation of statutory auditor: requisition of general meeting
  197. 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
  198. Duty of auditor to notify Supervisory Authority regarding cessation of office
  199. Duty of company to notify Supervisory Authority of auditor's cessation of office
  200. Prohibition on acting in relation to audit while disqualification order in force CHAPTER 22 False statements — offence
  201. False statements in returns, financial statements, etc. CHAPTER 23 Transitional
  202. Transitional provision — companies accounting by reference to Sixth Schedule to Act of 1963 PART 7 CHARGES AND DEBENTURES CHAPTER 1 Interpretation
  203. Definitions (Part 7) CHAPTER 2 Registration of charges and priority
  204. Registration of charges created by companies
  205. Duty of company with respect to registration under section 409 and right of others to effect registration
  206. Duty of company to register charges existing on property acquired
  207. Priority of charges
  208. Registration and priority of judgment mortgages
  209. Register of charges
  210. Certificate of registration
  211. Entries of satisfaction and release of property from charge
  212. Extension of time for registration of charges and rectification of register
  213. Copies of instruments creating charges to be kept
  214. Registration of charges created prior to commencement of this Part
  215. Transitional provisions in relation to priorities of charges
  216. Netting of Financial Contracts Act 1995 not to affect registration requirements CHAPTER 3 Provisions as to debentures
  217. Liability of trustees for debenture holders
  218. Perpetual debentures
  219. Power to re-issue redeemed debentures
  220. Saving of rights of certain mortgagees in case of re-issued debentures
  221. Specific performance of contracts to subscribe for debentures CHAPTER 4 Prohibition on registration of certain matters affecting shareholders or debentureholders
  222. Registration against company of certain matters prohibited PART 8 RECEIVERS CHAPTER 1 Interpretation
  223. Appointment of receiver under powers contained in instrument: construction of such reference CHAPTER 2 Appointment of receivers
  224. Notification that receiver has been appointed
  225. Information to be given when receiver is appointed in certain circumstance
  226. Contents of statement to be submitted to receiver
  227. Consequences of contravention of section 430
(1)(b) or 431
  1. Disqualification for appointment as receiver
  2. Resignation of receiver
  3. Removal of receiver
  4. Notice to Registrar of appointment of receiver, and of receiver ceasing to act CHAPTER 3 Powers and duties of receivers
  5. Powers of receiver
  6. Power of receiver and certain others to apply to court for directions and receiver's liability on contracts
  7. Duty of receiver selling property to get best price reasonably obtainable, etc.
  8. Preferential payments when receiver is appointed under floating charge
  9. Delivery to Registrar of accounts of receivers CHAPTER 4 Regulation of receivers and enforcement of their duties
  10. Enforcement of duty of receivers to make returns
  11. Power of court to order the return of assets improperly transferred
  12. Power of court to fix remuneration of receiver
  13. Court may end or limit receivership on application of liquidator
  14. Director of Corporate Enforcement may request production of receiver's books
  15. Prosecution of offences committed by officers and members of company
  16. Reporting to Director of Corporate Enforcement of misconduct by receivers PART 9 REORGANISATIONS, ACQUISITIONS, MERGERS AND DIVISIONS CHAPTER 1 Schemes of Arrangement
  17. Interpretation (Chapter 1)
  18. Scheme meetings — convening of such by directors and court's power to summon such meetings
  19. Court's power to stay proceedings or restrain further proceedings
  20. Information as to compromises or arrangements with members and creditors
  21. Circumstances in which compromise or arrangement becomes binding on creditors or members concerned
  22. Supplemental provisions in relation to section 453
  23. Provisions to facilitate reconstruction and amalgamation of companies CHAPTER 2 Acquisitions
  24. Interpretation (Chapter 2)
  25. Right to buy out shareholders dissenting from scheme or contract approved by majority and right of such shareholders to be bought out
  26. Additional requirement to be satisfied, in certain cases, for right to buy out to apply
  27. Supplementary provisions in relation to sections 457 and 458 (including provision for applications to court)
  28. Construction of certain references in Chapter to beneficial ownership, application of Chapter to classes of shares, etc. CHAPTER 3 Mergers
  29. Interpretation (Chapter 3)
  30. Requirements for Chapter to apply
  31. Mergers to which Chapter applies — definitions and supplementary provision
  32. Merger may not be put into effect save in accordance with the relevant provisions of this Act
  33. Chapters 1 and 3: mutually exclusive modes of proceeding to achieve merger
  34. Common draft terms of merger
  35. Directors' explanatory report
  36. Expert's report
  37. Merger financial statement
  38. Registration and publication of documents
  39. Inspection of documents
  40. Non-application of subsequent provisions of Chapter where Summary Approval Procedure employed and effect of resolution referred to in section 202
(1)(a)(ii)
  1. General meetings of merging companies
  2. Electronic means of making certain information available for purposes of section 473
  3. Meetings of classes of shareholders
  4. Purchase of minority shares
  5. Application for confirmation of merger by court
  6. Protection of creditors
  7. Preservation of rights of holders of securities
  8. Confirmation order
  9. Certain provisions not to apply where court so orders
  10. Registration and publication of confirmation of merger
  11. Civil liability of directors and experts
  12. Criminal liability for untrue statements in merger documents CHAPTER 4 Divisions
  13. Interpretation (Chapter 4)
  14. Requirements for Chapter to apply
  15. Divisions to which this Chapter applies — definitions and supplementary provisions
  16. Division may not be put into effect save under and in accordance with this Chapter
  17. Chapters 1 and 4: mutually exclusive modes of proceeding to achieve division
  18. Common draft terms of division
  19. Directors' explanatory report
  20. Expert's report
  21. Division financial statement
  22. Registration and publication of documents
  23. Inspection of documents
  24. General meetings of companies involved in a division
  25. Electronic means of making certain information available for purposes of section 496
  26. Meetings of classes of shareholder
  27. Purchase of minority shares
  28. Application for confirmation of division by court
  29. Protection of creditors and allocation of liabilities
  30. Preservation of rights of holders of securities
  31. Confirmation order
  32. Certain provisions not to apply where court so orders
  33. Registration and publication of confirmation of division
  34. Civil liability of directors and experts
  35. Criminal liability for untrue statements in division documents PART 10 EXAMINERSHIPS CHAPTER 1 Interpretation
  36. Interpretation (Part 10) CHAPTER 2 Appointment of examiner
  37. Power of court to appoint examiner
  38. Petition for court
  39. Independent expert's report
  40. Supplemental provisions in relation to sections 510 and 511 — other matters to be mentioned in petition, hearing of petition, etc.
  41. Cases in which independent expert's report not available at required time: powers of court
  42. Certain liabilities may not be certified under section 529
(2)
  1. Creditors to be heard
  2. Availability of independent expert's report
  3. Related companies
  4. Duty to act in utmost good faith
  5. Qualification of examiners
  6. Effect of petition to appoint examiner on creditors and others
  7. Restriction on payment of pre-petition debts
  8. Effect on receiver or provisional liquidator of order appointing examiner
  9. Disapplication of section 440 to receivers in certain circumstances CHAPTER 3 Powers of examiner
  10. Powers of an examiner
  11. Repudiation by examiner of contracts made before period of protection and of negative pledge clauses whenever made: prohibitions and restrictions
  12. Production of documents and evidence
  13. No lien over company's books, records, etc.
  14. Further powers of court
  15. Incurring of certain liabilities by examiner
  16. Power to deal with charged property, etc.
  17. Notification of appointment of examiner
  18. General provisions as to examiners — resignation, filling of vacancy, etc.
  19. Hearing regarding irregularities
  20. Report by examiner
  21. Procedure where examiner unable to secure agreement or formulate proposals for compromise or scheme of arrangement
  22. Content of examiner's report
  23. Repudiation of certain contracts
  24. Appointment of creditors' committee
  25. Proposals for compromise or scheme of arrangement
  26. Consideration by members and creditors of proposals
  27. Confirmation of proposals
  28. Supplemental provisions in relation to section 541
  29. Objection to confirmation by court of proposals
  30. Provisions with respect to leases CHAPTER 4 Liability of third parties for debts of a company in examination
  31. What this Chapter contains
  32. Definitions (Chapter 4)
  33. Circumstances in relation to which subsequent provisions of this Chapter have effect
  34. General rule: liability of third person not affected by compromise or scheme of arrangement
  35. Enforcement by creditor of liability: restrictions in that regard unless certain procedure employed to the benefit of third person
  36. Payment by third person to creditor post period of protection — statutory subrogation in favour of third person in certain circumstances
  37. Saving for cases falling within section 520
(4)(
  1. f)and cases where third person discharged or released from liability CHAPTER 5 Conclusion of examinership 552. Cessation of protection of company and termination of appointment of examiner 553. Revocation 554. Costs and remuneration of examiners 555. Publicity 556. Hearing of proceedings otherwise than in public 557. Power of court to order the return of assets which have been improperly transferred 558. Reporting to Director of Corporate Enforcement of misconduct by examiners PART 11 WINDING UP CHAPTER 1 Preliminary and interpretation 559. Interpretation (Part 11) 560. Restriction of this Part 561. Modes of winding up — general statement as to position under Act 562. Types of voluntary winding up — general statement as to position under Act 563. Provisions apply to either mode of winding up unless the contrary appears 564. Jurisdiction to wind up companies and rules of court 565. Powers of court cumulative 566. Court may have regard to wishes of creditors or contributories 567. Application of certain provisions to companies not in liquidation CHAPTER 2 Winding up by court 568. Application of Chapter 569. Circumstances in which company may be wound up by the court 570. Circumstances in which company deemed to be unable to pay its debts 571. Provisions as to applications for winding up 572. Powers of court on hearing petition 573. Appointment of provisional liquidator 574. Power to stay or restrain proceedings against company 575. Appointment of liquidator by the court 576. Effect of winding-up order 577. Saving for rights of creditors and contributories CHAPTER 3 Members' voluntary winding up 578. Application of Chapter 579. Procedure for and commencement of members' voluntary winding up 580. Companies of fixed duration, etc.: alternative means of commencing members' voluntary winding up 581. Publication of resolution to wind up voluntarily 582. Protections and remedies for creditors in cases where declaration of solvency made 583. Power of company to appoint liquidators 584. Duty of liquidator to call creditors' meeting if of opinion that company unable to pay its debts CHAPTER 4 Creditors' voluntary winding up 585. Application of Chapter 586. Resolution for and commencement of creditors' voluntary winding up 587. Meeting of creditors 588. Appointment of liquidator CHAPTER 5 Conduct of winding up 589. Commencement of court ordered winding up 590. Commencement of voluntary winding up 591. Copy of order for winding up or appointment to be forwarded to Registrar 592. Notice by voluntary liquidator of his or her appointment 593. Statement of company's affairs 594. Supplemental provisions in relation to section 593 595. Notification that a company is in liquidation, etc. CHAPTER 6 Realisation of assets and related matters 596. Custody of company's property 597. Circumstances in which floating charge is invalid 598. Other circumstances in which floating charge is invalid 599. Related company may be required to contribute to debts of company being wound up 600. Pooling of assets of related companies 601. Power of liquidator to accept shares as consideration for sale of property of company 602. Voidance of dispositions of property, etc. after commencement of winding up 603. Voidance of executions against property of company 604. Unfair preference: effect of winding up on antecedent and other transactions 605. Liabilities and rights of persons who have been unfairly preferred 606. Restriction of rights of creditor as to execution or attachment in case of company being wound up 607. Duties of sheriff as to goods taken in execution 608. Power of the court to order return of assets which have been improperly transferred 609. Personal liability of officers of company where adequate accounting records not kept 610. Civil liability for fraudulent or reckless trading of company 611. Supplemental provisions in relation to section 610 612. Power of court to assess damages against certain persons 613. Directors of holding company: power of court to assess damages against them 614. Vesting of property of company in liquidator 615. Disclaimer of onerous property in case of company being wound up 616. Rescission of certain contracts and provisions supplemental to section 615 CHAPTER 7 Distribution 617. Costs, etc. in winding up 618. Distribution of property of company 619. Application of bankruptcy rules in winding up of insolvent companies 620. Debts which may be proved 621. Preferential payments in a winding up 622. Supplemental provisions in relation to section 621 623. Unclaimed dividends and balances to be paid into a particular account CHAPTER 8 Liquidators 624. Duty of liquidator to administer, distribute, etc., property of company 625. How liquidator is to be described and validity of acts 626. Powers of provisional liquidators 627. Liquidator's powers 628. Summoning general meetings of the company, etc. 629. Notice to be given with respect to exercise of powers, restrictions on self-dealing, etc. 630. Restrictions in creditors' voluntary winding up and procedures in case of certain defaults 631. Power to apply to court for determination of questions or concerning exercise of powers 632. No lien over company's books, records, etc. 633. Qualifications for appointment as liquidator or provisional liquidator — general 634. Supplemental provisions in relation to section 633 (including requirements for professional indemnity cover) 635. Specific disqualification from appointment as liquidator or provisional liquidator 636. Appointment and removal in a members' voluntary winding up 637. Appointment and removal in a creditors' voluntary winding up 638. Appointment and removal by the court 639. Consent to act 640. Position when there is more than one liquidator 641. Resignation of liquidator 642. Prohibition on rewards for appointment 643. Notifications and filings of appointments and removals 644. Custody of books and property upon vacation of office 645. Provisional liquidator's remuneration 646. Liquidator's remuneration — procedure for fixing liquidator's entitlement thereto 647. Liquidator's entitlement to receive payment where entitlement to remuneration exists 648. Supplemental provisions in relation to sections 646 and 647 649. Disclosure of interest by creditors etc. at creditors' meeting 650. Duty of liquidators to include certain information in returns, etc. 651. Penalty for default of liquidator in making certain accounts and returns 652. Enforcement of duty of liquidator to make returns 653. Director's power to examine books and records CHAPTER 9 Contributories 654. Liability of contributory 655. Liability as contributories of past and present members 656. Settlement of list of contributories 657. Power to make calls 658. Adjustment of rights of contributories 659. Payment of debts due by contributory to the company and extent to which set-off allowed 660. Order in relation to contributory to be conclusive evidence 661. Liability in case of death of contributory 662. Civil Liability Act 1961 not affected 663. Bankruptcy of contributory 664. Corporate insolvency of contributory 665. Winding up of company that had been an unlimited company before re-registration CHAPTER 10 Committee of inspection 666. Appointment of committee of inspection in court ordered winding up 667. Appointment of committee of inspection in a creditors' voluntary winding up 668. Constitution and proceedings of committee of inspection CHAPTER 11 Court's powers 669. Power to annul order for winding up or to stay winding up 670. Attendance of officers of company at meetings 671. Power of court to summon persons for examination 672. Order for payment or delivery of property against person examined under section 671 673. Delivery of property of company to liquidator 674. Power to exclude creditors not proving in time 675. Order for arrest and seizure, etc. 676. Provisions as to arrangement binding creditors CHAPTER 12 Provisions supplemental to conduct of winding up 677. Effect of winding up on business and status of company 678. Actions against company stayed on winding-up order 679. Director may direct convening of meetings 680. Duty of liquidator to call meeting at end of each year 681. Information about progress of liquidation 682. Liquidator to report on conduct of directors 683. Obligation (unless relieved) of liquidator of insolvent company to apply for restriction of directors 684. Inspection of books by creditors and contributories 685. Resolutions passed at adjourned meetings of creditors and contributories 686. Books of company to be evidence in civil proceedings 687. Liquidator may have regard to wishes of creditors and contributories 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 689. Meetings directed by the court 690. Provisions as to meetings of creditors, contributories and members generally 691. Entitlement to attend and notice 692. Location of meeting 693. Costs of meetings 694. Chairperson 695. Passing resolutions 696. Registration of resolutions of creditors, contributories and members 697. Proceedings at the meeting 698. Entitlement to vote of creditors 699. Provisions consequent on section 698 regarding secured creditors: deemed surrender of security, etc. 700. Duties of chairperson 701. Proxies 702. Supplemental provisions in relation to section 701: time for lodging proxies, etc. 703. Representation of bodies corporate at meetings held during winding up CHAPTER 14 Completion of winding up 704. Dissolution of company by court 705. Final meeting and dissolution in members' voluntary winding up 706. Final meeting and dissolution in creditors' voluntary winding up 707. Disposal of books and papers of company in winding up 708. Power of court to declare dissolution of company void 709. Disposal of documents filed with Registrar CHAPTER 15 Provisions related to the Insolvency Regulation 710. Definition (Chapter 15) 711. Publication in relation to insolvency proceedings 712. Confirmation of creditors' voluntary winding up 713. Provision of certain documents to liquidator 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. 715. Application of certain provisions of Chapter and construction of certain references to company, relevant person, etc. 716. Offence for failure to make disclosure, or deliver certain things, to liquidator 717. Certain fraudulent acts within 12 months preceding winding up or any time thereafter: offences 718. Other fraudulent acts (relating to obtaining credit, irregular pledges, etc.) within 12 months preceding winding up or any time thereafter: offences 719. Material omission in statement relating to company's affairs, failure to report false debt, etc. 720. Additional offence with respect to section 718(
  2. c)and certain defences with respect to foregoing matters 721. Other frauds by officers of companies which have gone into liquidation: offence 722. Fraudulent trading of company: offence 723. Prosecution of offences committed by officers and members of company 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 725. When Registrar may strike company off register 726. Grounds for involuntary strike off 727. Registrar's notice to company of intention to strike it off register 728. Contents of Registrar's notice to company 729. Meaning of remedial step 730. Public notice of intention to strike company off register 731. Conditions for voluntary strike off 732. Public notice in case of voluntary strike off 733. Striking off (involuntary and voluntary cases) and dissolution 734. Effect of removal and dissolution 735. Power of Director to obtain information CHAPTER 2 Restoration of company to register 736. Application of Chapter 737. Restoration on application to Registrar 738. Restoration on application to court 739. Requirements for application to court under section 738 740. Terms of court order on application under section 738 741. Court order for restoration on application of Registrar 742. Supplementary court orders 743. Meaning of court 744. Transitional provision for companies struck off register before commencement of this Chapter CHAPTER 3 Miscellaneous 745. Disclosure of information by Revenue Commissioners to Registrar PART 13 INVESTIGATIONS CHAPTER 1 Preliminary 746. Interpretation (Part 13) CHAPTER 2 Investigations by court appointed inspectors 747. Investigation of company's affairs by court appointed inspectors on application of company etc. 748. Investigation of company's affairs by court appointed inspectors on application of Director 749. Court may give directions in relation to investigation 750. Power of inspector to expand investigation into affairs of related bodies corporate 751. Order for inspection of books or documents of company in liquidation 752. Expanded meaning of “officer” and “agent” for purposes of sections 753 to 757 753. Duty of company officer or agent to produce books or documents and give assistance 754. Inspector may require other persons to produce books or documents and give assistance 755. Supplementary power to compel production of books or documents in relation to certain banking transactions 756. Power of inspector to examine officers, agents and others 757. Court may make order in relation to default in production of books or documents, etc. 758. Report of inspectors appointed under section 747
(1)or 748
(1)
  1. Distribution of inspectors' report
  2. Court may make order after considering inspectors' report
  3. Director may present petition for winding up following consideration of report
  4. Expenses of investigation by court appointed inspector CHAPTER 3 Investigations initiated by Director
  5. Investigation of share dealing by inspector appointed by Director
  6. Investigation of company ownership by inspector appointed by Director
  7. Application of certain provisions to investigation of company ownership
  8. Expenses of investigation of company ownership
  9. Director's power to require information as to persons interested in shares or debentures
  10. Director may impose restrictions on shares
  11. Director may lift restrictions imposed on shares under section 768
  12. Director shall give notice of direction
  13. Court may lift restrictions imposed on shares under section 768
  14. Court may order sale of shares
  15. Costs of applicant for order for sale of shares
  16. Proceeds of sale following court ordered sale of shares
  17. Continuance of certain restrictions
  18. Offences in relation to shares that are subject to restrictions
  19. Application of sections 768 to 776 to debentures CHAPTER 4 Miscellaneous provisions
  20. Power of Director to require company to produce books or documents
  21. When Director may exercise power to require company to produce books or documents
  22. Power of Director to require third party to produce books or documents
  23. Saving in relation to section 780, etc. and corresponding amendments effected to Act of 1990 by Companies (Amendment) Act 2009
  24. Restriction on power of Director to require third party to produce certain books or documents
  25. Court may order third party to comply with requirement to produce books or documents
  26. Powers ancillary to power to require production of books or documents
  27. Offences in relation to requirement to produce books or documents
  28. Expenses relating to examination of books or documents
  29. Entry and search of premises
  30. Supplemental provisions in relation to section 787
(3)to
(5)
  1. Offences in relation to entry and search of premises and provisions catering for certain contingencies concerning designated officers
  2. Restriction on disclosure of information, books or documents
  3. Information, books or documents may be disclosed for certain purposes
  4. Information, books or documents may be disclosed to competent authority
  5. Offence of falsifying, concealing, destroying or otherwise disposing of document or record
  6. Production and inspection of books or documents when offence suspected
  7. Saving for privileged information
  8. Assistance to company law authority PART 14 COMPLIANCE AND ENFORCEMENT CHAPTER 1 Compliance and protective orders
  9. Court may order compliance by company or officer
  10. Court may restrain directors and others from removing assets CHAPTER 2 Disclosure orders
  11. Interpretation (Chapter 2)
  12. Court may make disclosure order
  13. Types of disclosure order
  14. Procedure on application for disclosure order
  15. Scope of disclosure order
  16. Interests in shares and debentures for purposes of section 803: general
  17. Family and corporate interests
  18. Share acquisition agreements — attribution of interests held by other parties
  19. Particulars of interests referred to in section 806 to be given in compliance with disclosure order
  20. “Share acquisition agreement” — meaning
  21. Supplemental power of court in relation to a share acquisition agreement
  22. Court may grant exemption from requirements of disclosure order
  23. Other powers of court in relation to disclosure orders
  24. Notice of disclosure order
  25. Information disclosed under order
  26. Court may impose restrictions on publication of information provided
  27. Right or interest in shares or debentures unenforceable by person in default
  28. Court may grant relief from restriction on enforceability of right or interest in shares or debentures
  29. Dealing by agent in shares or debentures subject to disclosure order CHAPTER 3 Restrictions on directors of insolvent companies
  30. Interpretation and application (Chapter 3)
  31. Declaration by court restricting director of insolvent company in being appointed or acting as director etc.
  32. Application for declaration of restriction
  33. Liquidator shall inform court of jeopardy to other company or its creditors
  34. Court may grant restricted person relief from restrictions
  35. Register of restricted persons
  36. Application of this Chapter to receivers
  37. Restricted person shall give notice to company before accepting appointment or acting as director or secretary
  38. “Company that has a restricted person” — meaning of that expression in sections 827 to 834
  39. Disapplication of certain provisions to company having a restricted person
  40. Company having a restricted person may not acquire certain non-cash assets from subscribers, etc. unless particular conditions satisfied
  41. Supplemental provisions in relation to section 828
  42. Relief from liability under section 828
  43. Offence for contravention of section 828
  44. Allotment of share not fully paid up by company that has a restricted person
  45. Allotment of share not fully paid for in cash by company that has a restricted person
  46. Relief for company in respect of prohibited transaction
  47. Power to vary amounts specified in section 819
(3)
  1. Personal liability for debts of company subject to restriction CHAPTER 4 Disqualification generally
  2. Interpretation generally (Chapter 4)
  3. Meaning of “disqualified” and “disqualification order”
  4. Automatic disqualification on conviction of certain indictable offences
  5. Default under section 149
(8)concerning fact of director's becoming disqualified under law of another state 841. Default under section 23 or 150
(2)by director disqualified under law of another state
  1. Court may make disqualification order
  2. Provisions relating to particular grounds for disqualification
  3. Persons who may apply for disqualification order under section 842
  4. Miscellaneous provisions relating to disqualification by court order
  5. Costs and expenses of application
  6. Court may grant relief to person subject to disqualification order
  7. Disqualification of restricted person following subsequent winding up CHAPTER 5 Disqualification and restriction undertakings
  8. Definitions (Chapter 5)
  9. Disqualification undertaking — initiation of procedure that provides person opportunity to submit to disqualification
  10. Effect of delivery of notice under section 850, giving of disqualification undertaking on foot thereof and related matters
  11. Restriction undertaking — initiation of procedure that provides person opportunity to submit to restriction
  12. Effect of delivery of notice under section 852, giving of restriction undertaking on foot thereof and related matters
  13. Regulations for the purposes of sections 850 to 853 CHAPTER 6 Enforcement in relation to disqualification and restriction
  14. Offence of contravening disqualification order or restriction
  15. Offence of acting under directions of person where directions given in contravention of this Part
  16. Period of disqualification following conviction of offence under this Chapter
  17. Company may recover consideration
  18. Person acting while disqualified or restricted liable for debts of company
  19. Person acting under directions of disqualified person liable for debts of company
  20. Relief from liability under section 858, 859 or 860
  21. Court may require director to give certain information
  22. Information to be supplied to Registrar
  23. Register of disqualified persons CHAPTER 7 Provisions relating to offences generally
  24. Summary prosecutions
  25. District court district within which summary proceedings may be brought
  26. Period within which summary proceedings may be commenced
  27. Prosecution of companies on indictment
  28. Offences by body committed with consent of its officer
  29. Further offence, where contravention continued after conviction for an offence, and penalties for such offence
  30. Categories 1 to 4 offences — penalties
  31. Court may order that convicted person remedy breach
  32. Notice by Director to remedy default
  33. Special provisions applying where default in delivery of documents to Registrar CHAPTER 8 Provision for enforcement of section 27
(1)and additional general offences
  1. Civil enforcement of prohibition on trading under misleading name
  2. Offence of providing false information
  3. Offence of destruction, mutilation or falsification of book or document
  4. Offence of fraudulently parting with, altering or making omission in book or document CHAPTER 9 Evidential matters
  5. Proof of certificate as to overseas incorporation
  6. Proof of incorporation under overseas legislation
  7. Admissibility in evidence of certain matters
  8. Provision of information to juries
  9. Certificate evidence
  10. Documentary evidence
  11. Saving for privileged communications in context of requirements under section 724
  12. Statutory declaration made in foreign place PART 15 FUNCTIONS OF REGISTRAR AND OF REGULATORY AND ADVISORY BODIES CHAPTER 1 Registrar of Companies
  13. Registration office, “register”, officers and CRO Gazette
  14. Authentication of documents other than by signing or sealing them
  15. Fees
  16. Annual report by Registrar
  17. Inspection and production of documents kept by Registrar
  18. Admissibility of certified copy or extract
  19. Certificate by Registrar admissible as evidence of facts stated
  20. Disposal of documents filed with Registrar
  21. Registrar may apply system of information classification
  22. Delivery to Registrar of documents in legible form
  23. Delivery of documents in electronic form may be made mandatory
  24. Registrar's notice that document does not comply
  25. Supplementary and clarificatory provisions for section 898 CHAPTER 2 Irish Auditing and Accounting Supervisory Authority
  26. Interpretation (Chapter 2)
  27. Continuance of designation of Irish Auditing and Accounting Supervisory Authority and other transitional matters
  28. Membership of Supervisory Authority
  29. Amendment to memorandum or articles
  30. Objects of Supervisory Authority
  31. Functions of Supervisory Authority
  32. General powers
  33. Board of directors
  34. Supplementary provisions in relation to board of directors
  35. Chief executive officer (including provision of transitional nature)
  36. Work programme
  37. Annual programme of expenditure
  38. Specification in annual programme of expenditure of amounts for reserve fund
  39. Review of work programme
  40. Funding
  41. Application of money received by Supervisory Authority
  42. Supervisory Authority may levy prescribed accountancy bodies
  43. Supervisory Authority may levy certain companies and other undertakings
  44. Funding in respect of functions of Supervisory Authority under certain regulations
  45. Reserve fund
  46. Borrowing
  47. Excess revenue
  48. Employees (including provision of a transitional nature)
  49. Director's obligations when material interest in arrangement, contract or agreement with Supervisory Authority arises
  50. Effect of breach of director's obligations in relation to material interest
  51. Employee's duty of disclosure
  52. Superannuation scheme
  53. Accounts and audit
  54. Annual report
  55. Accountability to Dáil Éireann
  56. Recognition of body of accountants
  57. Provisions in relation to recognition by Supervisory Authority under section 930
  58. Consultation by Supervisory Authority regarding standards and qualifications
  59. Intervention in disciplinary process of prescribed accountancy bodies
  60. Investigation of possible breaches of standards of prescribed accountancy bodies
  61. Supplemental provisions in relation to section 934 (including as concerns its relationship to provisions of 2010 Audits Regulations)
  62. Review of members of recognised accountancy bodies
  63. Delegation of Supervisory Authority's functions
  64. Hearings, privileges and procedural rules
  65. Supervisory Authority's seal and instruments
  66. Confidentiality of information
  67. Appeals to and orders of the court, including orders confirming decisions of Supervisory Authority
  68. Liability of Supervisory Authority for acts, omissions, etc.
  69. Minister's power to make regulations for purposes of Chapter, etc.
  70. Prior approval by Houses of Oireachtas required for certain regulations CHAPTER 3 Director of Corporate Enforcement
  71. Director of Corporate Enforcement
  72. Terms and conditions of appointment
  73. Removal, cessation or disqualification of Director
  74. Acting Director of Corporate Enforcement
  75. Functions of Director
  76. Superannuation
  77. Secondment to Director's office of member of Garda Síochána
  78. Delegation by Director
  79. Liability of Director or officer for acts and omissions
  80. Director's annual report
  81. Director shall report as required
  82. Confidentiality of information
  83. Disclosure of information to Director CHAPTER 4 Company Law Review Group
  84. Company Law Review Group
  85. Functions of Review Group
  86. Membership of Review Group
  87. Meetings and business of Review Group
  88. Annual report and provision of information to Minister PART 16 DESIGNATED ACTIVITY COMPANIES CHAPTER 1 Preliminary and definitions
  89. Definitions (Part 16)
  90. Application of Parts 1 to 14 to DACs CHAPTER 2 Incorporation and consequential matters
  91. Way of forming a DAC and the 2 types of DAC
  92. DAC to carry on activity in the State
  93. The form of a DAC's constitution
  94. Supplemental provisions in relation to constitution
  95. Provisions as to names of DACs
  96. Trading under a misleading name
  97. Power to dispense with “designated activity company” or Irish equivalent in name of charitable and other companies
  98. Capacity of a DAC
  99. Capacity not limited by a DAC's constitution
  100. Alteration of objects clause by special resolution
  101. Supplemental provisions in relation to section 974
  102. Restriction of section 32
(1)in relation to a DAC limited by guarantee
  1. Alteration of articles by special resolution
  2. Power to alter provisions in memorandum which could have been contained in articles CHAPTER 3 Share capital
  3. Status of existing guarantee company, having a share capital
  4. Transitional provision — use of “limited” or “teoranta” by existing guarantee company, having a share capital
  5. Limitation on offers by DACs of securities to the public
  6. Variation of rights attached to special classes of shares
  7. Application of section 114 in relation to DACs
  8. Uncertificated transfer of securities CHAPTER 4 Corporate governance
  9. Directors
  10. Limitation on number of directorships
  11. Membership of DAC limited by guarantee confined to shareholders
  12. DAC, with 2 or more members, may not dispense with holding a.g.m.
  13. Application of section 193 in relation to a DAC
  14. Application of section 194 in relation to a DAC CHAPTER 5 Financial statements, annual return and audit
  15. Non-application of Part 6 to DACs that are credit institutions or insurance undertakings
  16. Requirement for corporate governance statement and modification of certain provisions of Parts 5 and 6 as they apply to DACs
  17. Modification of definition of “IAS Regulation” in the Case of DACs
  18. Application of sections 297, 350 and 362 to a DAC
  19. Disclosures by DAC that is a credit institution
  20. Exemption from filing with Registrar financial statements, etc. CHAPTER 6 Liability of contributories in winding up
  21. Liability as contributories of past and present members and provision concerning winding up after certain re-registration CHAPTER 7 Examinerships
  22. Petitions for examinerships CHAPTER 8 Public offers of securities, prevention of market abuse, etc.
  23. Application of Chapters 1, 2 and 4 of Part 23 to DACs PART 17 PUBLIC LIMITED COMPANIES CHAPTER 1 Preliminary and definitions
  24. Interpretation (Part 17)
  25. Investment company to be a PLC but non-application of this Part to that company type
  26. Application of Parts 1 to 14 to PLCs
  27. Societas Europaea to be regarded as PLC CHAPTER 2 Incorporation and consequential matters
  28. Way of forming a PLC
  29. PLC to carry on activity in the State
  30. The form of a PLC's constitution
  31. Supplemental provisions in relation to constitution and continuance in force of existing memorandum and articles
  32. Provisions as to names of PLCs
  33. Trading under a misleading name
  34. Restriction on commencement of business by a PLC
  35. Capacity of a PLC
  36. Capacity not limited by a PLC's constitution
  37. Alteration of objects clause by special resolution
  38. Supplemental provisions in relation to section 1013
  39. Alteration of articles by special resolution
  40. Power to alter provisions in memorandum which could have been contained in articles
  41. Official seal for sealing securities
  42. Status of existing PLC CHAPTER 3 Share capital
  43. Provisions as to shares transferable by delivery (general prohibition and provision for certain letters of allotment)
  44. Capacity to make public offers of securities
  45. Allotment of shares and other securities
  46. Pre-emption rights
  47. Interpretation and supplemental provisions in relation to section 1022
  48. Status of authority to allot shares conferred prior to company's re-registration as a PLC
  49. Subscription of share capital
  50. Payment for allotted shares
  51. Payment of non-cash consideration
  52. Expert's report on non-cash consideration before allotment of shares
  53. Supplemental provisions in relation to section 1028
  54. Expert's report: supplemental provisions in relation to section 1028
  55. Dispensation from section 1028 — certain securities or money-market instruments constituting consideration for allotment
  56. Dispensation from section 1028 — consideration for allotment other than securities and money-market instruments referred to in section 1031
  57. Dispensation from section 1028: cases in which consideration for allotment falls into both section 1031 and section 1032
  58. Expert's report on non-cash assets acquired from subscribers, etc.
  59. Supplemental provisions in relation to section 1034
  60. Relief
  61. Special provisions as to issue of shares to subscribers
  62. Enforceability of undertakings made in contravention of certain provisions of Chapter
  63. Adaptation of section 102
(1)and
(2)in relation to a PLC
  1. Treatment of own shares held by or on behalf of a PLC
  2. Supplemental provisions in relation to section 1040 (including definition of “relevant period”)
  3. Charges taken by PLC on own shares
  4. Application of certain provisions of section 82
(6)in relation to PLCs
  1. Variation of rights attached to special classes of shares
  2. Restriction on transfer of shares CHAPTER 4 Interests in shares: disclosure of individual and group acquisitions
  3. Purpose of Chapter
  4. Interpretation and supplemental (Chapter 4)
  5. Duty of disclosure — first class of case in which duty arises
  6. Notifiable interest
  7. Duty of disclosure — second class of case in which duty arises
  8. “Percentage level” in relation to notifiable interests
  9. The notifiable percentage
  10. Particulars to be contained in notification
  11. Notification of family and corporate interests
  12. “Share acquisition agreement” — meaning
  13. Duties of disclosure arising in consequence of section 1055
  14. Duty of persons acting together to keep each other informed
  15. Interest in shares by attribution
  16. Interest in shares that are notifiable interests for purposes of Chapter
  17. Enforcement of notification obligation
  18. Individual and group acquisitions register
  19. Company investigations concerning interests in shares
  20. Registration of interest disclosed under section 1062
  21. Company investigations on requisition by members
  22. Company reports on investigation
  23. Penalty for failure to provide information
  24. Removal of entries from register
  25. Entries, when not to be removed
  26. Where register to be kept, inspection of register, inspection of reports, etc.
  27. Duty of PLC to notify authorised market operator CHAPTER 5 Acquisition of own shares and certain acquisitions by subsidiaries
  28. Additional (general) provisions relating to acquisition by PLCs of own shares
  29. “Market purchase”, “overseas market purchase” and “off-market purchase”
  30. Authority for PLC's purchase of own shares
  31. Market purchase of own shares
  32. Off-market purchase of own shares
  33. Assignment or release of company's right to purchase own shares
  34. Relationship of certain acquisition provisions to those in PART 3
  35. Off-market re-allotment of treasury shares by PLC
  36. Return to be made to Registrar under section 116
(1)
  1. Duty of PLC to publish particulars of overseas market purchase
  2. Duty of PLC to notify authorised market operator CHAPTER 6 Distribution by a PLC
  3. Restriction on distribution of assets
  4. Relevant financial statements in the case of distribution by PLC
  5. Limitation on reduction by a PLC of its company capital CHAPTER 7 Uncertificated securities
  6. Transfer in writing
  7. Power to make regulations for the transfer of securities
  8. Supplemental provisions in relation to section 1086 CHAPTER 8 Corporate governance
  9. Number of directors of a PLC
  10. PLC, with 2 or more members, may not dispense with holding of a.g.m.
  11. Rotation of directors
  12. Modification of section 149
(8)'s operation where public or local offer co-incides with change among directors
  1. Remuneration of directors
  2. Application of section 193 in relation to PLC
  3. Provisions consequent on participation by PLC in system for uncertificated transfer of securities
  4. Attendance and voting at meetings
  5. Notice of meetings
  6. Application of section 167 to PLC that is not a public-interest entity under S.I. No. 220 of 2010
  7. Length of notice of general meetings to be given
  8. Additional rights of shareholders in certain PLCs (provisions implementing Shareholders' Rights Directive 2007/36/EC)
  9. Equality of treatment of shareholders
  10. Requisitioning of general meeting by members — modification of section 178
(3)
  1. Length of notice of general meetings to be given by traded PLC
  2. Additional provisions concerning notice under section 181 by a traded PLC
  3. Right to put items on the agenda of the general meeting and to table draft resolutions
  4. Requirements for participation and voting in general meeting
  5. Participation in general meeting by electronic means
  6. Right to ask questions
  7. Provisions concerning appointment of proxies
  8. Traded PLC may permit vote to be cast in advance by correspondence
  9. Voting results CHAPTER 9 Duties of directors and other officers
  10. Obligation to convene extraordinary general meeting in event of serious loss of capital
  11. Qualifications of secretary of a PLC CHAPTER 10 Financial statements, annual return and audit
  12. Voting by director in respect of certain matters: prohibition and exceptions thereto
  13. Non-application of Part 6 to PLCs that are credit institutions or insurance undertakings
  14. Requirement for corporate governance statement and modification of certain provisions of Parts 5 and 6 as they apply to PLCs
  15. Modification of definition of “IAS Regulation” in the case PLCs
  16. Obligation for a PLC's statutory financial statements to be audited
  17. Statutory auditors' report on revised financial statements and revised report
  18. Summary financial statements and circulation of them to members in lieu of full financial statements
  19. Application of sections 310 to 313 CHAPTER 11 Debentures
  20. Provisions as to register of debenture holders CHAPTER 12 Examinerships
  21. Petitions for examinerships CHAPTER 13 Reorganisations
  22. Acquisitions of uncertificated securities from dissenting shareholders CHAPTER 14 Strike off and restoration
  23. Power of Registrar to strike PLC off register
  24. Reinstatement as PLC confined to company which had such status before dissolution CHAPTER 15 Investigations
  25. Inspectors — minimum number of members that may apply for their appointment in the case of a PLC CHAPTER 16 Mergers
  26. Interpretation (Chapter 16)
  27. Requirement for Chapter to apply
  28. Mergers to which Chapter applies — definitions and supplementary provision
  29. Merger may not be put into effect save in accordance with this Chapter
  30. Common draft terms of merger
  31. Directors' explanatory report
  32. Expert's report
  33. Merger financial statement
  34. Registration and publication of documents
  35. Inspection of documents
  36. General meetings of merging companies
  37. Electronic means of making certain information available for purposes of section 1137
  38. Meetings of classes of shareholders
  39. Purchase of minority shares
  40. Application for confirmation of merger by court
  41. Protection of creditors
  42. Preservation of rights of holders of securities
  43. Confirmation order
  44. Certain provisions not to apply where court so orders
  45. Registration and publication of confirmation of merger
  46. Civil liability of directors and experts
  47. Criminal liability for untrue statements in merger documents CHAPTER 17 Divisions
  48. Interpretation (Chapter 17)
  49. Requirements for Chapter to apply
  50. Divisions to which this Chapter applies — definitions and supplementary provisions
  51. Division may not be put into effect save under and in accordance with this Chapter
  52. Common draft terms of division
  53. Directors' explanatory report
  54. Expert's report
  55. Division financial statement
  56. Registration and publication of documents
  57. Inspection of documents
  58. General meetings of companies involved in a division
  59. Electronic means of making certain information available for purposes of section 1159
  60. Meetings of classes of shareholders
  61. Purchase of minority shares
  62. Application for confirmation of division by court
  63. Protection of creditors and allocation of liabilities
  64. Preservation of rights of holders of securities
  65. Confirmation order
  66. Certain provisions not to apply where court so orders
  67. Registration and publication of confirmation of division
  68. Civil liability of directors and experts
  69. Criminal liability for untrue statements in division documents CHAPTER 18 Public offers of securities, prevention of market abuse, etc.
  70. Application of Chapters 1, 2 and 4 of Part 23 to PLCs PART 18 GUARANTEE COMPANIES CHAPTER 1 Preliminary and definitions
  71. Definitions (Part 18)
  72. Application of Parts 1 to 14 to CLGs CHAPTER 2 Incorporation and consequential matters
  73. Way of forming a CLG
  74. CLG to carry on activity in the State
  75. The form of a CLG's constitution
  76. Supplemental provisions in relation to constitution and continuance in force of existing memorandum and articles
  77. Provisions as to names of CLGs
  78. Trading under a misleading name
  79. Power to dispense with “company limited by guarantee” or Irish equivalent in name of charitable and other companies
  80. Prohibition on certain provisions in constitution, etc. and issuing of shares
  81. Capacity of a CLG
  82. Capacity not limited by a CLG's constitution
  83. Alteration of objects clause by special resolution
  84. Supplemental provisions in relation to section 1184
  85. Restriction of section 32
(1)in relation to CLGs
  1. Alteration of articles by special resolution
  2. Power to alter provisions in memorandum which could have been contained in articles
  3. Status of existing guarantee company
  4. Transitional provision — use of “limited” or “teoranta” by existing guarantee company CHAPTER 3 Share capital
  5. Limitation on offers by CLGs of securities to the public
  6. Application of section 114 in relation to CLGs
  7. Uncertificated transfer of securities CHAPTER 4 Corporate governance
  8. Directors
  9. Limitation on number of directorships
  10. Rotation of directors
  11. Remuneration of directors
  12. Removal of directors
  13. Membership
  14. Personation of member: offence
  15. Register of members
  16. CLG, with 2 or more members, may not dispense with holding of a.g.m.
  17. Convening of extraordinary general meeting on requisition
  18. Persons entitled to notice of general meetings
  19. Proxies
  20. Votes of members
  21. Right to demand a poll
  22. Application of section 193 in relation to a CLG
  23. Application of section 198 in relation to a CLG
  24. Application of Chapter 5 of Part 5 to a CLG CHAPTER 5 Financial statements, annual return and audit
  25. Non-application of Part 6 to CLGs that are credit institutions or insurance undertakings
  26. Requirement for corporate governance statement and modification of certain provisions of Parts 5 and 6 as they apply to CLGs
  27. Modification of definition of “IAS Regulation” in the case of CLGs
  28. Application of section 297 to a CLG
  29. Disclosures by CLG that is credit institution
  30. Disclosure of membership changes in CLG's financial statements
  31. Disapplication of sections 325
(1)(c) and 329 to a CLG
  1. Application of sections 334, 350 and 362 to a CLG
  2. Qualification of section 338 in the case of a CLG
  3. Exemption from filing with Registrar financial statements, etc.
  4. Application of section 392 to a CLG
  5. Application of section 393 to a CLG CHAPTER 6 Liability of contributories in winding up
  6. Liability as contributories of past and present members and provision concerning winding up after certain re-registration CHAPTER 7 Examinerships
  7. Petitions for examinerships CHAPTER 8 Investigations
  8. Application of section 747
(2)to CLGs CHAPTER 9 Public offers of securities, prevention of market abuse, etc.
  1. Application of Chapters 1, 2 and 4 of Part 23 to CLGs PART 19 UNLIMITED COMPANIES CHAPTER 1 Preliminary and definitions
  2. Interpretation (Part 19)
  3. Three types of unlimited company and uniform words to be affixed to name
  4. References to unlimited company to mean ULC, PUC or PULC
  5. Application of Parts 1 to 14 to unlimited companies CHAPTER 2 Incorporation and consequential matters
  6. Way of forming an unlimited company
  7. Unlimited company to carry on activity in the State
  8. The form of the constitution of an ULC or PUC
  9. The form of the constitution of a PULC
  10. Supplemental provisions in relation to constitution referred to in section 1233 or 1234 and continuance in force of existing memorandum and articles
  11. Effect of registration
  12. Provisions as to names of unlimited companies
  13. Trading under a misleading name
  14. Capacity of an unlimited company
  15. Capacity not limited by the constitution of an unlimited company
  16. Alteration of objects clause by special resolution
  17. Supplemental provisions in relation to section 1241
  18. Application of section 1018 to PUCs and PULCs
  19. Alteration of articles by special resolution
  20. Power to alter provisions in memorandum which could have been contained in articles
  21. Status of existing unlimited company
  22. Transitional provision — omission of “unlimited company” or “cuideachta neamhtheoranta” by existing unlimited company CHAPTER 3 Share capital
  23. Application of section 68 to PUCs and PULCs
  24. Authority to allot and pre-emption rights in the case of a PUC
  25. Variation of rights attached to special classes of shares
  26. Variation of company capital
  27. Reduction of company capital
  28. Application of section 94 to ULCs and PUCs
  29. Application of section 114 in relation to PULCs
  30. Making of distributions unrestricted in the case of unlimited companies
  31. Uncertificated transfer of securities CHAPTER 4 Corporate governance
  32. Directors
  33. Limitation on number of directorships
  34. Membership of a PULC
  35. Personation of member: offence
  36. Register of members
  37. Unlimited company, with 2 or more members, may not dispense with holding of a.g.m.
  38. Application of section 193 in relation to an unlimited company CHAPTER 5 Financial statements, annual return and audit
  39. Definitions (Chapter 5)
  40. Non-application of Part 6 to unlimited companies that are credit institutions or insurance undertakings
  41. Requirement for corporate governance statement and modification of certain provisions of Parts 5 and 6 as they apply to PUCs and PULCs
  42. Modification of definition of “IAS regulation” in the case of PUCs and PULCs
  43. Application of section 297 to a PULC
  44. Disclosures by unlimited company that is a credit institution
  45. Disclosure of membership changes in PULC's financial statements
  46. Disapplication of sections 325
(1)(c) and 329 to a PULC
  1. Application of section 362 to an ULC and obligation on other unlimited companies to have their financial statements audited
  2. Qualification of section 338 in the case of a PULC
  3. No requirement to deliver financial statements, etc., with annual return in the case of certain ULCs
  4. Application of section 392 to a PULC
  5. Application of section 393 to a PULC
  6. Documents to be annexed to annual return of non-designated ULC CHAPTER 6 Winding up
  7. Liability as contributories of past and present members
  8. Payment of debts due by contributory to the unlimited company and extent to which set-off allowed CHAPTER 7 Examinerships
  9. Petitions for examinerships CHAPTER 8 Investigations
  10. Application of section 747
(2)to PUCs and PULCs CHAPTER 9 Public offers of securities, market abuse, etc.
  1. Application of Chapters 1, 2 and 4 of Part 23 to PUCs and PULCs PART 20 RE-REGISTRATION CHAPTER 1 Interpretation
  2. Interpretation (Part 20) CHAPTER 2 General provisions as to re-registration
  3. Company may re-register as another company type
  4. Procedure generally for re-registration
  5. Additional statements required of company that is to have a share capital on its re-registration
  6. PLC's resolution to re-register as a private company limited by shares or DAC may be cancelled by court
  7. Re-registration upon reduction of company capital of a PLC CHAPTER 3 Special requirements for re-registration
  8. What this Chapter does and references to relevant Chapter 2 requirements
  9. Particular requirements for re-registration as a private company limited by shares
  10. Particular requirements for re-registration of company as a PLC
  11. Requirements as to share capital of a company applying to re-register as a PLC
  12. Shares allotted by company applying to re-register as PLC between balance sheet date and passing of special resolution
  13. Application of certain other provisions of Part 17 on allotments to a company that passed resolution for re-registration
  14. Power of unlimited company to provide for reserve share capital on re-registration
  15. Particular requirements for re-registration of limited company as unlimited
  16. Particular requirements for re-registration of company as a CLG
  17. Particular requirements for re-registration of company as a DAC limited by shares
  18. Particular requirements for re-registration of company as a DAC limited by guarantee PART 21 EXTERNAL COMPANIES CHAPTER 1 Preliminary
  19. Interpretation (Part 21)
  20. Application to external companies of certain provisions of Parts 1 to 14 CHAPTER 2 Filing obligations of external companies
  21. Filing obligations of EEA company
  22. Accounting documents to be filed by EEA company
  23. Filing obligations of non-EEA company
  24. Accounting documents to be filed by non-EEA company
  25. Return of capital by non-EEA company CHAPTER 3 Disclosure in certain business documents and translation of documents
  26. Disclosure on letters and order forms
  27. Notice of delivery to be published in CRO Gazette
  28. Translation of documents CHAPTER 4 Service of documents
  29. Service of documents CHAPTER 5 Compliance
  30. Duty of securing compliance with this Part PART 22 UNREGISTERED COMPANIES AND JOINT STOCK COMPANIES CHAPTER 1 Application of Act to unregistered companies
  31. Application of certain provisions of Act to unregistered companies
  32. Minister's power to make regulations in relation to Schedule 14 CHAPTER 2 Registration of certain bodies (other than joint stock companies) as companies
  33. Definitions (Chapter 2)
  34. Registration as a company of body to which section 1312
(1)applies
  1. Requirements for registration under this Chapter as company
  2. Particular requirements for registration of body corporate as a PLC
  3. Requirements as to share capital of body corporate applying to register as a PLC
  4. Shares allotted by body corporate applying to register as PLC between balance sheet date and passing of registration resolution
  5. Application of certain other provisions of Part 17 on allotments to a body that passed resolution for registration as a PLC
  6. Regulations for special cases
  7. Change of name for purposes of registration
  8. Registration and its effects
  9. Supplemental provisions in relation to section 1323
  10. Consequential repeals CHAPTER 3 Winding up of unregistered company
  11. Chapter 3 — construction of expression “unregistered company”
  12. Restriction of this Chapter
  13. Winding up of unregistered companies
  14. Cases in which unregistered company shall be deemed to be unable to pay its debts
  15. Contributories in winding up of unregistered company
  16. Power of court to stay or restrain proceedings
  17. Actions stayed on winding-up order
  18. Provisions of this Chapter to be cumulative CHAPTER 4 Provisions concerning companies registered, but not formed, under former Acts and certain other existing companies
  19. Application of Act to companies registered but not formed under former Companies Acts
  20. Application of Act to unlimited companies re-registered as limited companies under certain former enactments
  21. Provisions as to companies registered under Joint Stock Companies Acts CHAPTER 5 Registration of joint stock companies under this Act
  22. Interpretation (Chapter 5)
  23. Companies capable of being registered
  24. Requirements for registration of joint stock companies
  25. Verifications of lists of members and directors of company for purposes of registration
  26. Registrar may require evidence as to nature of company
  27. Addition of “limited” or “teoranta”, etc. to name
  28. Certificate of registration of existing company
  29. Effects of registration under this Chapter
  30. Power to substitute memorandum and articles for deed of settlement
  31. Power of court to stay or restrain proceedings
  32. 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
  33. Interpretation (Chapter 1)
  34. Civil liability for misstatements in prospectus
  35. Exceptions and exemptions
  36. Restriction of liability where non-equity securities solely involved
  37. Indemnification of certain persons
  38. Expert's consent to issue of prospectus containing statement by him or her
  39. Regulations (Chapter 1)
  40. Saver for existing Prospectus Regulations
  41. Penalties on conviction on indictment and defences in respect of certain offences
  42. Untrue statements and omissions in prospectus: criminal liability
  43. Requirements about minimum subscriptions, matters to be stated in offer documentation in that regard, etc.
  44. Supplemental provisions in relation to section 1358
  45. Further supplemental provisions in relation to section 1358: effect of irregular allotment
  46. Local offers
  47. Exclusion of Investment Intermediaries Act 1995
  48. Power to make certain rules and issue guidelines
  49. Certain agreements void CHAPTER 2 Market abuse
  50. Interpretation (Chapter 2)
  51. Regulations (Chapter 2)
  52. Saver for existing Market Abuse Regulations
  53. Conviction on indictment of offences under Irish market abuse law: penalties
  54. Civil liability for certain breaches of Irish market abuse law
  55. Supplementary rules, etc., by competent authority
  56. 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
  57. Definition (Chapter 3)
  58. Corporate governance statement in the case of a traded company
  59. Application of section 225 to a traded company
  60. Application of sections 279 and 280 to a traded company excluded
  61. Application of sections 290
(7)(b), 293 and 362 to a traded company
  1. Certain exemptions from consolidation of financial statements not available to traded company
  2. 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
  3. Interpretation (Chapter 4)
  4. Power to make certain regulations (Chapter 4)
  5. Saver for existing Transparency Regulations
  6. Conviction on indictment of offences under transparency (regulated markets) law
  7. Supplementary rules, etc. by competent authority
  8. Application of transparency (regulated markets) law to certain markets PART 24 INVESTMENT COMPANIES CHAPTER 1 Preliminary and interpretation
  9. Interpretation (Part 24)
  10. Definition of “investment company” and construction of references to nominal value of shares, etc.
  11. Application of Parts 1 to 14 to investment companies
  12. Application of Part 17 to investment companies
  13. Adaptation of certain provisions of UCITS Regulations CHAPTER 2 Incorporation and registration
  14. Way of forming an investment company
  15. Investment company to carry on activity in the State
  16. The form of an investment company's constitution
  17. Supplemental provisions in relation to constitution and continuance in force of existing memorandum and articles
  18. Status of existing investment company
  19. Authorisation by Central Bank
  20. Powers of Central Bank
  21. Default of investment company or failure in performance of its investments CHAPTER 3 Share capital
  22. Power of company to purchase own shares
  23. Treatment of purchased shares CHAPTER 4 Financial statements
  24. Statutory financial statements
  25. 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
  26. Circumstances in which company may be wound up by the court CHAPTER 6 Restoration
  27. Restoration by the court CHAPTER 7 Public offers of securities, prevention of market abuse, etc.
  28. Application of Chapters 1, 2 and 4 of Part 23 to investment companies CHAPTER 8 Umbrella funds and sub-funds
  29. Segregated liability of investment company sub-funds
  30. 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
  1. Definitions (Chapter 9)
  2. “Registration documents” — meaning
  3. Continuation of foreign investment company
  4. Supplemental provisions in relation to section 1410
  5. Definitions for the purposes of de-registration provisions contained in sections 1413 and 1414
  6. De-registration of companies when continued under the law of place outside the State
  7. Supplemental provisions in relation to section 1413
  8. Statutory declaration as to solvency PART 25 MISCELLANEOUS CHAPTER 1 Provisions concerning foreign insolvency proceedings (including those covered by the Insolvency Regulation)
  9. Preliminary and interpretation (Chapter 1)
  10. Recognition of winding up orders of non-European Union states and Denmark
  11. Purpose of sections 1419 to 1428
  12. Registration of judgments given in insolvency proceedings
  13. Publication in relation to insolvency proceedings outside State
  14. Registration of insolvency judgments
  15. Enforcement in State of insolvency judgments
  16. Interest on insolvency judgments and payment of costs
  17. Currency of payments under enforceable insolvency judgments
  18. Preservation measures
  19. Venue
  20. Language of claims in relation to insolvency proceedings outside State
  21. Non-recognition or non-enforcement of judgments CHAPTER 2 Other miscellaneous provisions
  22. Deemed consent to disclosure with respect to interest in shares or debentures acquired
  23. Extension of Chapter 1 of Part 9 to any company liable to be wound up
  24. Application of sections 113 to 115 to bodies corporate generally
  25. Saving for enactments providing for winding up under certain former Companies Acts
  26. Application of section 405 to every type of company and society
  27. Restriction of section 58 of the Solicitors Act 1954
  28. Prohibition of partnerships with more than 20 members
  29. Prohibition of banking partnership with more than 10 members
  30. Signing of statutory financial statements in case of credit institution registered after 15 August 1879
  31. Audit by Comptroller and Auditor General of companies not trading for gain
  32. Application of sections 1402 and 1403 to companies that are UCITS
  33. Relationship between Chapters 1 and 2 of Part 9 and Irish Takeover Panel Act 1997
  34. Eligibility to act as public auditor
  35. Certain captive insurers and re-insurers: exemption from requirement to have audit committee
  36. Assurance company holding shares in its holding company
  37. Realised profits of assurance companies
  38. Amendment of section 30 of Multi-Unit Developments Act 2011
  39. Provision as to names of companies formed pursuant to statute
  40. Disapplication of section 7 of Official Languages Act 2003
  41. 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.
  42. 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— (
  1. 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 (
  2. 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— (
  1. a)the European Communities (Markets in Financial Instruments) Regulations 2007 ( S.I. No. 60 of 2007 ); or (
  2. 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”— (
  1. a)without prejudice to paragraphs (
  2. b)and (c), where used in any provision of this Act in relation to a company, means— (
  3. i)the High Court; or (
  4. ii)where another court is specified for the purposes of that provision — that court; (
  5. b)where used in relation to proceedings for an offence, means— (
  6. i)in the case of an offence that is being prosecuted summarily — the District Court; or (
  7. ii)in any other case — the court with jurisdiction in the matter concerned; (
  8. 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— (
  1. a)an officer of the Minister assigned to the Director; (
  2. b)a member of An Garda Síochána seconded to the Director; or (
  3. 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”— (
  4. a)subject to paragraphs (b), (
  5. c)and (d), means prescribed by regulations made by the Minister; (
  6. b)in Part 11 , unless a power of the Supervisory Authority to prescribe by regulations is provided or that Part otherwise makes express provision— (
  7. i)means prescribed by rules of court; and (
  8. ii)where a power of the Minister to prescribe is provided, means prescribed by the means referred to in paragraph (a); (
  9. 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 (
  10. 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— (
  11. a)the Companies Acts 1963 to 2005; (
  12. b)Parts 2 and 3 of the Investment Funds, Companies and Miscellaneous Provisions Act 2006 ; (
  13. c)the Companies (Amendment) Act 2009 ; (
  14. d)the Companies (Miscellaneous Provisions) Act 2009 ; (
  15. e)the Companies (Amendment) Act 2012 ; (
  16. f)the Companies (Miscellaneous Provisions) Act 2013 ; and (
  17. 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)(
  1. i)as it relates to section 579 ; or (
  2. b)section 580
(1)or 586
(2), to wind up a company voluntarily; “sealed”, other than in provisions governing the use of a company's common seal or of any official seal of it, means executed in the manner specified in section 64 of the Land and Conveyancing Law Reform Act 2009 (but only to the extent that that section 64 obviates the need for a seal); “shadow director” shall be read in accordance with section 221 ; “share” means share in the share capital of a company, and includes stock except where a distinction between stock and shares is express or implied; “single-member company” has the meaning given to it by section 196 ; “special resolution” has the meaning given to it by section 191 ; “statutory auditor” means an individual or a firm (within the meaning of those Regulations) that stands approved as a statutory auditor or statutory audit firm, as the case may be, under the European Communities (Statutory Audits) (Directive 2006/43/ EC) Regulations 2010 ( S.I. No. 220 of 2010 ); “subscribe” includes, where the means of authentication referred to in section 888 are employed, subscribe in the prescribed non-legible form; “subsidiary” has the meaning given to it by section 7 ; “Summary Approval Procedure” has the meaning given to it by section 202 ; “Supervisory Authority” has the meaning given to it by section 900
(1); “system of interconnection of registers” means the system of interconnection of central commercial and companies registers established in accordance with Article 4a
(2)of Directive 2009/101/EC of the European Parliament and of the Council of 16 September 2009; “undischarged bankrupt” means a person who is declared bankrupt by a court of competent jurisdiction, within the State or elsewhere, and who has not obtained a certificate of discharge or its

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