Companies Act, 1963

Companies Act, 1963 Skip to content Disclaimer Feedback Helpdesk Gaeilge Léim go dtí an t-ábhar Séanadh Aiseolas Deasc chabhrach English Gaeilge English Produced by the Office of the Attorney General Táirgthe ag Oifig an Ard-Aighne Home Legislation Acts of the Oireachtas Statutory Instruments Pre-1922 Legislation Constitution External Resources Bills (Houses of the Oireachtas) Iris Oifigiúil / Official Gazette Revised Acts (LRC) Classified List of Legislation (LRC) Translations (acts.ie) Translations (Houses of the Oireachtas) Government Publications for Sale EU Law (EUR-Lex) FAQ Disclaimer Feedback Helpdesk Search Baile Reachtaíocht Achtanna an Oireachtais Ionstraimí Reachtúla Reachtaíocht Réamh-1922 Bunreacht Acmhainní Seachtracha Billí (Tithe an Oireachtais) Iris Oifigiúil Achtanna Athbhreithnithe (CAD) (An Coimisiún um Athchóiriú an Dlí) Liosta Rangaithe Reachtaíochta Aistriúcháin (achtanna.ie) Aistriúcháin (Tithe an Oireachtais) Foilseacháin Rialtais ar Díol Dlí AE (EUR-Lex) CCanna (Ceisteanna Coitianta) Séanadh Aiseolas Deasc chabhrach Cuardach TitleTeideal Year(s) or rangeBliain nó blianta nó raon TypeCineál All Legislation Acts Statutory Instruments Advanced SearchCuardach Casta HomeBaile ActsAchtanna 1963 Companies Act, 1963 Companies Act, 1963 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 Print Full ActPriontáil an tAcht Iomlán Number 33 of 1963.

COMPANIES ACT, 1963.

ARRANGEMENT OF SECTIONS Section

PART I

Preliminary

Section 1

Short title and commencement.

Section 2

General provisions as to interpretation.

Section 3

Repeal and savings.

Section 4

Construction of references in other Acts to companies registered under the Companies (Consolidation) Act, 1908.

PART II

Incorporation of Companies and Matters Incidental Thereto

Section 5

Way of forming incorporated company.

Section 6

Requirements in relation to memorandum.

Section 7

Printing stamp and signature of memorandum.

Section 8

Modification of the ultra vires rule.

Section 9

Restriction on alteration of memorandum.

Section 10

Way in which and extent to which objects of company may be altered.

Section 11

Articles prescribing regulations for companies.

Section 12

Regulations required in the case of an unlimited company or company limited by guarantee.

Section 13

Adoption and application of Table A or Tábla A.

Section 14

Printing, stamp and signature of articles.

Section 15

Alteration of articles by special resolution.

Section 16

Statutory forms of memorandum and articles.

Section 17

Registration of memorandum and articles.

Section 18

Effect of registration.

Section 19

Conclusiveness of certificate of incorporation.

Section 20

Registration of unlimited company as limited.

Section 21

Prohibition of registration of companies by undesirable names.

Section 22

Registration of business name.

Section 23

Change of name.

Section 24

Power to dispense with “limited” or “teoranta” in name of charitable and other companies.

Section 25

Effect of memorandum and articles.

Section 26

Provisions as to memorandum and articles of company limited by guarantee.

Section 27

Alterations in memorandum or articles increasing liability to contribute to share capital not to bind existing members without consent.

Section 28

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

Section 29

Copies of memorandum and articles to be given to members.

Section 30

Issued copies of memorandum to embody alterations.

Section 31

Definition of member.

Section 32

Membership of holding company.

Section 33

Meaning of “private company”.

Section 34

Consequences of default in complying with conditions constituting a company a private company.

Section 35

Statement in lieu of prospectus to be delivered to registrar by company on ceasing to be a private company.

Section 36

Members severally liable for debts where business carried on with fewer than seven, or in case of private company, two members.

Section 37

Pre-incorporation contracts.

Section 38

Form of contracts.

Section 39

Bills of exchange and promissory notes.

Section 40

Execution of deeds outside the State.

Section 41

Power for company to have official seal for use abroad.

Section 42

Authentication of documents.

PART III

Share Capital and Debentures.

Section 43

Dating of prospectus.

Section 44

Matters to be stated and reports to be set out in Prospectus.

Section 45

Exclusion of section 44 and relaxation of Third Schedule in case of certain prospectuses.

Section 46

Expert's consent to issue of prospectus containing statement by him.

Section 47

Registration of prospectus.

Section 48

Restriction on alteration of terms mentioned in prospectus or statement in lieu of prospectus.

Section 49

Civil liability for mis-statements in prospectus.

Section 50

Criminal liability for mis-statements in prospectus.

Section 51

Document containing offer of shares or debentures for sale to be deemed a prospectus.

Section 52

Interpretation of provisions relating to prospectuses.

Section 53

Minimum subscription and amount payable on application.

Section 54

Prohibition of allotment in certain cases unless statement in lieu of prospectus delivered to registrar.

Section 55

Effect of irregular allotment.

Section 56

Applications for, and allotment of, shares and debentures.

Section 57

Allotment of shares and debentures to be dealt in on stock exchange.

Section 58

Return as to allotments.

Section 59

Power to pay certain commissions, and prohibition of payment of all other commissions and discounts.

Section 60

Giving of financial assistance by a company for the purchase of its shares.

Section 61

Construction of references to offering shares or debentures to the public.

Section 62

Application of premiums received on issue of shares.

Section 63

Power to issue shares at a discount.

Section 64

Power to issue redeemable preference shares.

Section 65

Power to redeem preference shares issued before 5th May, 1959.

Section 66

Power of company to arrange for different amounts being paid on shares.

Section 67

Reserve liability of limited company.

Section 68

Power of company to alter its share capital.

Section 69

Notice to registrar of certain alterations in share capital.

Section 70

Notice of increase of share capital.

Section 71

Power of unlimited company to provide for reserve share capital on re-registration.

Section 72

Power of company to reduce its share capital.

Section 73

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

Section 74

Order confirming reduction and powers of court on making such order.

Section 75

Registration of order and minute of reduction.

Section 76

Liability of members in respect of reduced shares.

Section 77

Penalty for concealment of certain matters in proceedings for reduction.

Section 78

Rights of holders of special classes of shares.

Section 79

Nature of shares.

Section 80

Numbering of shares.

Section 81

Transfer not to be registered unless instrument of transfer delivered to the company.

Section 82

Transfer by personal representative.

Section 83

Registration of transfer at request of transferor.

Section 84

Notice of refusal to register transfer.

Section 85

Certification of transfers.

Section 86

Duties of company in relation to the issue of certificates.

Section 87

Evidence of title, probate and letters of administration.

Section 88

Issue and effect of share warrants to bearer.

Section 89

Validation of invalid issue of shares.

Section 90

Penalty of personation of shareholder.

Section 91

Provisions as to register of debenture holders.

Section 92

Rights of inspection of register of debenture holders and to copies of register and trust deed.

Section 93

Liability of trustees for debenture holders.

Section 94

Perpetual debentures.

Section 95

Power to re-issue redeemed debentures.

Section 96

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

Section 97

Specific performance of contracts to subscribe for debentures.

Section 98

Preferential payments when receiver is appointed under floating charge.

PART IV

Registration of Charges

Section 99

Registration of charges created by companies.

Section 100

Duty of company to register charges created by company.

Section 101

Duty of company to register charges existing on property acquired.

Section 102

Registration of judgment mortgages.

Section 103

Register of charges to be kept by registrar of companies.

Section 104

Certificate of registration.

Section 105

Entries of satisfaction and release of property from charge.

Section 106

Extension of time for registration of charges.

Section 107

Notice to registrar of appointment of receiver, and of receiver ceasing to act.

Section 108

Effect of provisions of former Companies Acts as to registration of charges on land.

Section 109

Copies of instruments creating charges to be kept at registered office.

Section 110

Right to inspect copies of instruments creating charges.

Section 111

Application of this Part to companies incorporated outside the State.

Section 112

Registration of charges existing before application of this Act.

PART V

Management and Administration

Section 113

Registered office of company.

Section 114

Publication of name by company.

Section 115

Restrictions on commencement of business.

Section 116

Register of members.

Section 117

Index of members.

Section 118

Provisions as to entries in register in relation to share warrants.

Section 119

Inspection of register and index.

Section 120

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

Section 121

Power to close register.

Section 122

Rectification of register.

Section 123

Trusts not to be entered on register.

Section 124

Register to be evidence.

Section 125

Annual return to be made by company having a share capital.

Section 126

Annual return to be made by company not having a share capital.

Section 127

Time for completion of annual return.

Section 128

Documents to be annexed to annual return.

Section 129

Certificates to be sent by private company with annual return.

Section 130

Statutory meeting and statutory report.

Section 131

Annual general meeting.

Section 132

Convening of extraordinary general meeting on requisition.

Section 133

Length of notice for calling meetings.

Section 134

General Provisions as to meetings and votes.

Section 135

Power of court to order a meeting.

Section 136

Proxies.

Section 137

Right to demand a poll.

Section 138

Voting on a poll.

Section 139

Representation of bodies corporate at meetings of companies and of creditors.

Section 140

Annual general meeting to be held in the State.

Section 141

Resolutions.

Section 142

Extended notice.

Section 143

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

Section 144

Resolutions passed at adjourned meetings.

Section 145

Minutes of proceedings of meetings of company and directors.

Section 146

Inspection of minute books.

Section 147

Keeping of books of account.

Section 148

Profit and loss account and balance sheet.

Section 149

Contents and form of accounts; computation and treatment of profits and losses.

Section 150

Obligation to lay group accounts before holding company.

Section 151

Form of group accounts.

Section 152

Contents of group accounts.

Section 153

Financial year of holding company and subsidiary.

Section 154

Right of member of private company to get balance sheet of subsidiary.

Section 155

Meaning of “holding company” and “subsidiary”.

Section 156

Signing of balance sheet and profit and loss account.

Section 157

Documents to be attached and annexed to balance sheet.

Section 158

Directors' report to be attached to balance sheet and contents of such report.

Section 159

Obligation of company to send copies of balance sheets and directors' and auditors' reports.

Section 160

Appointment and remuneration of auditors.

Section 161

Provisions as to resolutions relating to appointment and removal of auditors.

Section 162

Qualifications for appointment as auditor.

Section 163

Auditors' report and right of access to books and to attend and be heard at general meetings.

Section 164

Construction of references to documents annexed to accounts.

Section 165

Investigation of company's affairs on application of members.

Section 166

Investigation of company's affairs in other cases.

Section 167

Power of inspectors to extend investigation into affairs of related companies.

Section 168

Production of documents, and evidence, on investigation.

Section 169

Inspectors' report.

Section 170

Proceedings on inspectors' report.

Section 171

Expenses of investigation of company's affairs.

Section 172

Inspectors' report to be evidence.

Section 173

Saving for solicitors and bankers.

Section 174

Directors.

Section 175

Secretary.

Section 176

Prohibition of body corporate being director.

Section 177

Avoidance of acts done by person in dual capacity as director and secretary.

Section 178

Validity of acts of directors.

Section 179

Restrictions on appointment or advertisement of director.

Section 180

Share qualifications of directors.

Section 181

Appointment of directors to be voted on individually.

Section 182

Removal of directors.

Section 183

Prohibition of undischarged bankrupts acting as directors.

Section 184

Power of court to restrain certain persons from acting as directors of or managing companies.

Section 185

Prohibition of tax-free payments to directors.

Section 186

Approval of company necessary for payment by it to director for loss of office.

Section 187

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

Section 188

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

Section 189

Provisions supplementary to sections 186, 187 and 188.

Section 190

Register of directors' shareholdings.

Section 191

Particulars of directors' salaries and payments to be given in accounts.

Section 192

Particulars of loans to directors to be given in accounts.

Section 193

General duty to make disclosure for the purposes of sections 190, 191 and 192.

Section 194

Duty of director to disclose his interest in contracts made by the company.

Section 195

Register of directors and secretaries.

Section 196

Particulars relating to directors to be shown on all business letters of the company.

Section 197

Limited company may have directors with unlimited liability.

Section 198

Power of limited company to make liability of directors unlimited.

Section 199

Provisions as to assignment of office by directors.

Section 200

Avoidance of provisions exempting officers and auditors of company from liability.

Section 201

Compromise between company and its members or creditors.

Section 202

Information as to compromises with members and creditors.

Section 203

Provisions to facilitate reconstruction and amalgamation of companies.

Section 204

Power to acquire shares of shareholders dissenting from scheme or contract which has been approved by majority.

Section 205

Remedy in cases of oppression.

PART VI

Winding up

Section 206

Modes of winding up.

Section 207

Liability as contributories of past and present members.

Section 208

Definition of “contributory”.

Section 209

Liability of contributory.

Section 210

Contributories in case of death of member.

Section 211

Contributories in case of bankruptcy of member.

Section 212

Jurisdiction to wind up companies.

Section 213

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

Section 214

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

Section 215

Provisions as to applications for winding up.

Section 216

Powers of court on hearing petition.

Section 217

Power to stay or restrain proceedings against company.

Section 218

Avoidance of dispositions of property and transfer of shares after commencement of winding up.

Section 219

Avoidance of executions against property of company.

Section 220

Commencement of winding up by the court.

Section 221

Copy of order for winding up to be forwarded to registrar.

Section 222

Actions against company stayed on winding-up order.

Section 223

Effect of winding-up order.

Section 224

Statement of company's affair to be filed in court.

Section 225

Appointment of liquidator.

Section 226

Appointment and powers of provisional liquidator.

Section 227

Publication by liquidator of his appointment.

Section 228

General provisions as to liquidators.

Section 229

Custody of company's property.

Section 230

Vesting of property of company in liquidator.

Section 231

Powers of liquidator.

Section 232

Meetings of creditors and contributories to determine whether committee of inspection should be appointed.

Section 233

Constitution and proceedings of committee of inspection.

Section 234

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

Section 235

Settlement of list of contributories and applications of assets.

Section 236

Delivery of property of company to liquidator.

Section 237

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

Section 238

Power of court to make calls.

Section 239

Payment into bank of moneys due to company.

Section 240

Order on contributory to be conclusive evidence.

Section 241

Power to exclude creditors not proving in time.

Section 242

Adjustment of rights of contributories.

Section 243

Inspection of books by creditors and contributories.

Section 244

Power to order costs of winding up to be paid out of assets.

Section 245

Power of court to summon persons for examination.

Section 246

Attendance of officers of company at meetings.

Section 247

Power to arrest absconding contributory.

Section 248

Powers of court cumulative.

Section 249

Dissolution of company.

Section 250

Enforcement of orders made in winding up by courts outside the State.

Section 251

Circumstances in which company may be wound up voluntarily.

Section 252

Publication of resolution to wind up voluntarily.

Section 253

Commencement of voluntary winding up.

Section 254

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

Section 255

Avoidance of transfers of shares after commencement of voluntary winding up.

Section 256

Statutory declaration of solvency in case of proposal to wind up voluntarily.

Section 257

Provisions applicable to a members' voluntary winding up.

Section 258

Power of company to appoint and fix remuneration of liquidators.

Section 259

Power to fill vacancy in office of liquidator.

Section 260

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

Section 261

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

Section 262

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

Section 263

Final meeting and dissolution.

Section 264

Alternative provisions as to annual and final meetings if liquidator is of opinion that company unable to pay its debts.

Section 265

Provisions applicable to a creditors, voluntary winding up.

Section 266

Meeting of creditors.

Section 267

Appointment of liquidator.

Section 268

Appointment of committee of inspection.

Section 269

Fixing of liquidators' remuneration and cesser of directors' powers.

Section 270

Power to fill vacancy in office of liquidator.

Section 271

Application of section 260 to a creditors' voluntary winding up.

Section 272

Duty of liquidator to call meetings of company and of creditors at end of each year.

Section 273

Final meeting and dissolution.

Section 274

Provisions applicable to every voluntary winding up.

Section 275

Distribution of property of company.

Section 276

Powers and duties of liquidator in voluntary winding up.

Section 277

Power of court to appoint and remove liquidator in a voluntary winding up.

Section 278

Notice by liquidator of his appointment.

Section 279

Provisions as to arrangement binding creditors.

Section 280

Power to apply to court to have questions determined or powers exercised.

Section 281

Costs of voluntary winding up.

Section 282

Saving for rights of creditors and contributories.

Section 283

Debts which may be proved.

Section 284

Application of bankruptcy rules in winding up of insolvent companies.

Section 285

Preferential payments in a winding up.

Section 286

Fraudulent preference.

Section 287

Liabilities and rights of certain persons who have been fraudulently preferred.

Section 288

Circumstances in which floating charge is invalid.

Section 289

Other circumstances in which floating charge is invalid.

Section 290

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

Section 291

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

Section 292

Duties of sheriff as to goods taken in execution.

Section 293

Offences by officers of companies in liquidation.

Section 294

Alteration or falsification of books.

Section 295

Frauds by officers of companies which have gone into liquidation.

Section 296

Liability where proper books of account not kept.

Section 297

Responsibility of persons concerned for fraudulent trading of company.

Section 298

Power of court to assess damages against directors.

Section 299

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

Section 300

Disqualification for appointment as liquidator.

Section 301

Corrupt inducement affecting appointment as liquidator.

Section 302

Enforcement of duty of liquidator to make returns.

Section 303

Notification that a company is in liquidation.

Section 304

Books of company to be evidence.

Section 305

Disposal of books and papers of company in winding up.

Section 306

Information about progress of liquidation.

Section 307

Unclaimed dividends and balances to be paid into Companies Liquidation Account.

Section 308

Resolutions passed at adjourned meetings of creditors and contributories.

Section 309

Meetings to ascertain wishes of creditors and contributories.

Section 310

Power of court to declare dissolution of company void.

Section 311

Power of registrar to strike defunct company off register.

Section 312

Rules of Court for winding up.

Section 313

Disposal of documents filed with registrar.

PART VII

Receivers

Section 314

Disqualification of body corporate for appointment as receiver.

Section 315

Disqualification of undischarged bankrupt from acting as receiver.

Section 316

Power of receiver to apply to the court for directions and his liability on contracts.

Section 317

Notification that receiver appointed.

Section 318

Power of court to fix remuneration of receiver.

Section 319

Information to be given when receiver is appointed.

Section 320

Contents of statement to be submitted to receiver.

Section 321

Delivery to registrar of accounts of receivers.

Section 322

Enforcement of duty of receiver to make returns.

Section 323

Construction of references to receiver.

PART VIII

Application of Act to Companies Formed or Registered under former Acts

Section 324

Application of Act to companies formed and registered under former Companies Acts.

Section 325

Application of Act to companies registered but not formed under former Companies Acts.

Section 326

Application of Act to unlimited companies re-registered as limited companies under former Companies Acts.

Section 327

Provisions as to companies registered under Joint Stock Companies Acts.

PART IX

Companies not Formed under this Act Authorised to Register under this Act.

Section 328

Companies capable of being registered.

Section 329

Definition of joint stock company.

Section 330

Requirements for registration of joint stock companies.

Section 331

Requirements for registration of company not being a joint stock company.

Section 332

Verification of lists of members and directors of company for purposes of registration.

Section 333

Registrar may require evidence as to nature of company.

Section 334

Change of name for purposes of registration.

Section 335

Addition of “limited” or “teoranta” to name.

Section 336

Certificate of registration of existing companies.

Section 337

Vesting of property on registration.

Section 338

Saving for existing liabilities.

Section 339

Continuation of existing actions.

Section 340

Effects of registration under this Part.

Section 341

Power to substitute memorandum and articles for deed of settlement.

Section 342

Power of court to stay or restrain proceedings.

Section 343

Actions stayed on winding-up order.

PART X

Winding up of Unregistered Companies

Section 344

Meaning of unregistered company.

Section 345

Winding up of unregistered companies.

Section 346

Contributories in winding up of unregistered company.

Section 347

Power of court to stay or restrain proceedings.

Section 348

Actions stayed on winding-up order.

Section 349

Provisions of this Part to be cumulative.

Section 350

Saving for enactments providing for winding up under former Companies Acts.

PART XI

Companies Incorporated Outside the State Establishing a Place of Business Within the State

Section 351

Application of this Part.

Section 352

Documents to be delivered to registrar by certain companies incorporated outside the State.

Section 353

Return to be delivered to registrar where documents altered.

Section 354

Accounts of company to Which this Part applies to be delivered to registrar.

Section 355

Obligation to state name of company to which this Part applies, whether limited and country where incorporated.

Section 356

Service of documents on company to which this Part applies.

Section 357

Notice to be given when company to which this Part applies ceases to carry on business in the State.

Section 358

Penalties for non-compliance with this Part.

Section 359

Construction of section 275 of Companies (Consolidation) Act, 1908.

Section 360

Interpretation of this Part.

PART XII

Restrictions on Sale of Shares and Offers of Shares for Sale

Section 361

Prospectuses relating to companies incorporated outside the State.

Section 362

Exclusion of section 361 and relaxation of Third Schedule in case of certain prospectuses.

Section 363

Provisions as to expert's consent and allotment.

Section 364

Registration of prospectus.

Section 365

Penalty for contravention of sections 361 to 364.

Section 366

Civil liability for mis-statements in prospectus.

Section 367

Interpretation of provisions as to prospectuses.

PART XIII

General Provisions as to Registration

Section 368

Registration office.

Section 369

Fees.

Section 370

Inspection, production and evidence of documents kept by registrar.

Section 371

Enforcement of duty to comply with Act.

PART XIV

Miscellaneous Provisions relating to Banking Companies, Partnership and Unregistered Companies

Section 372

Prohibition of banking partnerships with more than ten members.

Section 373

Notice to be given to customers on registration of banking company with limited liability.

Section 374

Liability of bank of issue unlimited in respect of notes.

Section 375

Privileges of banks making annual return.

Section 376

Prohibition of partnerships with more than twenty members.

Section 377

Application of certain provisions of this Act to unregistered companies.

PART XV

General

Section 378

Form of registers, minute books and books of account.

Section 379

Service of documents on a company.

Section 380

Penalty for false statements.

Section 381

Penalty for improper use of word “limited” or “teoranta”.

Section 382

Prosecution of companies on indictment.

Section 383

Meaning of “officer in default”.

Section 384

Production and inspection of books when offence suspected.

Section 385

Summary proceedings.

Section 386

Minimum fine for second or subsequent offences.

Section 387

Saving for privileged communications.

Section 388

Proof of incorporation of companies incorporated outside the State.

Section 389

Proof of certificates as to incorporation.

Section 390

Security for costs by company.

Section 391

Power of court to grant relief to officers of company.

Section 392

Annual report by the minister.

Section 393

Expenses.

Section 394

Authentication of documents issued by the Minister.

Section 395

Power to alter Tables and Forms.

Section 396

Laying of orders before Houses of Oireachtas and power to revoke or amend orders and to prescribe forms.

Section 397

Restriction of section 58 of Solicitors Act, 1954.

Section 398

Provisions as to winding-up proceedings commenced before the operative date.

Section 399

Amendments of other Acts.

SCHEDULES.

FIRST SCHEDULE Table A, Tábla A, and Tables B, C, D and E.

SECOND SCHEDULE.

Form of Statement in lieu of Prospectus to be delivered to Registrar by a Private Company on becoming a Public Company and Reports to be set out therein.

THIRD SCHEDULE Matters to be specified in Prospectus and Reports to be set out therein FOURTH SCHEDULE Form of Statement in lieu of Prospectus to be delivered to Registrar by a Company which does not issue a Prospectus or which does not make an Allotment on a Prospectus issued, and Reports to be set out therein.

FIFTH SCHEDULE Contents and Form of Annual Return of a Company having a Share Capital.

SIXTH SCHEDULE.

Accounts SEVENTH SCHEDULE Matters to be expressly stated in Auditors' Report EIGHTH SCHEDULE.

Fees to be paid to the Registrar of Companies.

NINTH SCHEDULE.

Provisions of this Act applied to Unregistered Companies TENTH SCHEDULE.

Provisions Referred to in

Section 380

ELEVENTH SCHEDULE.

Amendments of other Acts TWELFTH SCHEDULE.

Enactments Repealed THIRTEENTH SCHEDULE.

Enactment Saved Acts Referred to Joint Stock Companies Act, 1856 1856, c. 47 Companies Act, 1862 1862, c. 89 Companies (Consolidation) Act, 1908 1908, c. 69 Insolvent Act, 1857 1857, c. 60 Bankruptcy (Ireland) Amendment Act, 1872 1872, c. 58 Debtors Act (Ireland) 1872 1872, c. 26 Local Bankruptcy (Ireland) Act, 1888 1888, c. 44 Joint Stock Companies Act, 1857 1857, c. 14 Joint Stock Banking Companies Act, 1857 1857, c. 80 Joint Stock Banking Companies Act, 1857 1857, c. 49 Bankruptcy (Ireland) Amendment Act, 1872 1872, c. 58 Trade Union Act, 1871 1871, c. 31 Interpretation Act, 1937 1937, No. 38 Companies Clauses Consolidation Act, 1845 1845. c. 16 Companies (Consolidation) Act, 1908 1908, c. 69 Insurance (Intermittent Unemployment) Act, 1942 1942, No. 7 Companies Act, 1907 1907, c. 50 Assurance Companies Act, 1909 1909, c. 49 Moneylenders Act, 1933 1933, No. 36 Companies Act, 1959 1959, No. 7 Irish Bankrupt and Insolvent Act, 1857 1857, c. 60 Finance (No. 2) Act, 1959 1959, No. 42 Courts of Justice Act, 1936 1936, No. 48 Companies Act, 1879 1879, c. 76 Finance Act, 1895 1895, c. 16 Bankers (Ireland) Act, 1825 1825. c. 42 Bankers (Ireland) Act, 1845 1845, c. 37 Chartered Companies Act, 1837 1837, c. 73 Petty Sessions (Ireland) Act, 1851 1851, c. 93 Solicitors Act, 1954 1954, No. 36 Number 33 of 1963.

COMPANIES ACT, 1963.

AN ACT TO CONSOLIDATE WITH AMENDMENTS CERTAIN ENACTMENTS RELATING TO COMPANIES AND FOR PURPOSES CONNECTED WITH THAT MATTER. [23rd December, 1963.] BE IT ENACTED BY THE OIREACHTAS AS FOLLOWS:—

PART I.

Preliminary.

Short title and commencement.

1.—(1) This Act may be cited as the Companies Act, 1963.

General provisions as to interpretation.

2.—(1) In this Act unless the context otherwise requires— “accounts” includes a company's group accounts whether prepared in the form of accounts or not; “agent” does not include a person's counsel acting as such; “annual return” means the return required to be made, in the case of a company having a share capital, under section 125 and, in the case of a company not having a share capital, under section 126; “articles” means the articles of association of a company, as originally framed or as altered by special resolution, including, so far as they apply to the company, the regulations contained (as the case may be) in Table B in the Schedule annexed to the Joint Stock Companies Act, 1856, or in Table A in the First Schedule to the Companies Act, 1862 , or in that Table as altered in pursuance of section 71 of the last mentioned Act, or in Table A in the First Schedule to the Companies (Consolidation) Act, 1908 ; “bank holiday” means a day which is a bank holiday under the Public Holidays Acts, 1871 to 1924; “the Bankruptcy Acts” means the Irish Bankrupt and Insolvent Act, 1857, the Bankruptcy (Ireland) Amendment Act, 1872, the Debtors Act (Ireland) 1872 and the Local Bankruptcy (Ireland) Act, 1888; “book and paper” and “book or paper” include accounts, deeds, writings and documents; “company” means a company formed and registered under this Act, or an existing company; “company limited by guarantee” and “company limited by shares” have the meanings assigned to them respectively by subsection (2) of section 5; “contributory” has the meaning assigned to it by section 208; “the court” used in relation to a company means the High Court; “creditors' voluntary winding up” has the meaning assigned to it by subsection (7) of section 256; “debenture” includes debenture stock, bonds and any other securities of a company whether constituting a charge on the assets of the company or not; “director” includes any person occupying the position of director by whatever name called; “document” includes summons, notice, order and other legal process, and registers; “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 , or the Companies (Consolidation) Act, 1908 ; “extended notice” has the meaning assigned to it by section 142; “financial year” means, in relation to any body corporate, the period in respect of which any profit and loss account of the body corporate laid before it in general meeting is made up, whether that period is a year or not;

“group accounts” has the meaning assigned to it by subsection (1) of section 150; “holding company” means a holding company as defined by section 155; “issued generally” means, in relation to a prospectus, issued to persons who are not existing members or debenture holders of the company;

1858, c. 91. “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; “members' voluntary winding up” has the meaning assigned to it by subsection (7) of section 256; “the minimum subscription” has the meaning assigned to it by subsection (2) of section 53; “memorandum” means the memorandum of association of a company, as originally framed or as altered in pursuance of any statute (including this Act); “Minister” means the Minister for Industry and Commerce; “officer” in relation to a body corporate includes a director or secretary; “the operative date” means the date on which this Act comes into operation; “prescribed” means, in relation to the provisions of this Act dealing with the winding up of companies, prescribed by rules of court, and in relation to the other provisions of this Act, prescribed by order made by the Minister; “printed” includes reproduced in any legible and durable form approved by the registrar of companies; “private company” has the meaning assigned to it by subsection (1) of section 33; “prospectus” means any prospectus, notice, circular, advertisement or other invitation, offering to the public for subscription or purchase any shares or debentures of a company; “recognised stock exchange” means a stock exchange prescribed by the Minister for the purposes of each provision in which those words appear; “the registrar of companies” or, when used in relation to registration of companies, “the registrar” means the officer performing under this Act the duty of registration of companies; “resolution for reducing share capital” has the meaning assigned to it by subsection (3) of section 72; “a resolution for voluntary winding up” has the meaning assigned to it by subsection (2) of section 251; “share” means share in the share capital of a company, and includes stock except where a distinction between stock and shares is expressed or implied; “share warrant” has the meaning assigned to it by subsection (2) of section 88; “statutory meeting” means the meeting required to be held by subsection (1) of section 130; “statutory report” has the meaning assigned to it by subsection (2) of section 130; “subsidiary” means a subsidiary as defined by section 155;

“Table A” means Table A in the First Schedule; “Tábla A” means Tábla A in the First Schedule; “the time of the opening of the subscription lists” has the meaning assigned to it by subsection (1) of section 56; “undischarged bankrupt” includes— (a) a bankrupt who has not obtained the certificate of conformity mentioned in section 56 of the Bankruptcy (Ireland) Amendment Act, 1872; (b) a person who has been adjudged bankrupt in Northern Ireland and who has not obtained the certificate of conformity mentioned in section 56 of the Bankruptcy (Ireland) Amendment Act, 1872; (c) a person who is an undischarged bankrupt under the law of England or Scotland; but does not include a person whose bankruptcy has been annulled; “unlimited company” has the meaning assigned to it by subsection (2) of section 5.

Repeal and savings.

3.—(1) The enactments mentioned in the Twelfth Schedule are hereby repealed to the extent specified in the third column of that Schedule.

Construction of references in other Acts to companies registered under the Companies (Consolidation) Act, 1908.

4.—Notwithstanding subsection (1) of section 20 of the Interpretation Act, 1937 , (which provides that where an Act repeals and re-enacts, with or without modification, any provisions of a former Act, references in any other Act to the provisions so repealed shall, unless the contrary intention appears, be construed as references to the provisions so re-enacted) references in any Act other than this Act to a company formed and registered, or registered, under the Companies (Consolidation) Act, 1908 , shall, unless the contrary intention appears, be construed as references to a company formed and registered, or registered, under that Act or this Act.

Part II.

Incorporation of Companies and matters incidental thereto.

Memorandum of Association.

Way of forming incorporated company.

5.—(1) Any seven or more persons or, where the company to be formed will be a private company, any two or more persons, associated for any lawful purpose may, by subscribing their names to a memorandum of association and otherwise complying with the requirements of this Act relating to registration, form an incorporated company, with or without limited liability.

Requirements in relation to memorandum.

6.—(1) The memorandum of every company must state— (a) the name of the company, with “limited” or “teoranta” as the last word of the name in the case of a company limited by shares or by guarantee; (b) the objects of the company.

Printing, stamp and signature of memorandum.

7.—The memorandum must be printed, must bear the same stamp as if it were a deed, and must be signed by each subscriber in the presence of at least one witness who must attest the signature.

Modification of the ultra vires rule.

8.—(1) Any act or thing done by a company which if the company had been empowered to do the same would have been lawfully and effectively done, shall, notwithstanding that the company had no power to do such act or thing, be effective in favour of any person relying on such act or thing who is not shown to have been actually aware, at the time when he so relied thereon, that such act or thing was not within the powers of the company, but any director or officer of the company who was responsible for the doing by the company of such act or thing shall be liable to the company for any loss or damage suffered by the company in consequence thereof.

Restriction on alteration of memorandum.

9.—A company may not alter the provisions contained in its memorandum except in the cases, in the mode and to the extent for which express provision is made in this Act.

Way in which and extent to which objects of company may be altered.

10.—(1) Subject to subsection (2), a company may, by special resolution, alter the provisions of its memorandum by abandoning, restricting or amending any existing object or by adopting a new object and any alteration so made shall be as valid as if originally contained therein, and be subject to alteration in like manner.

In default of any provisions regulating the giving of notice to any such debenture holders, the provisions of the company's articles regulating the giving of notice to members shall apply.

The court may by order at any time extend the time for delivery of documents to the registrar under paragraph (b) for such period as the court may think proper.

Articles of Association.

Articles prescribing regulations for companies.

11.—There may, in the case of a company limited by shares, and there shall, in the case of a company limited by guarantee or unlimited, be registered with the memorandum articles of association signed by the subscribers to the memorandum and prescribing regulations for the company.

Regulations required in the case of an unlimited company or company limited by guarantee.

12.—(1) In the case of an unlimited company, the articles must state the number of members with which the company proposes to be registered and, if the company has a share capital, the amount of share capital with which the company proposes to be registered.

If default is made in complying with this subsection, the company and every officer of the company who is in default shall be liable to a fine not exceeding £50.

Adoption and application of Table A or Tábla A.

13.—(1) Articles of association may adopt all or any of the regulations contained in Table A, or of the equivalent regulations in the Irish language contained in Tábla A.

Printing, stamp and signature of articles.

14.—Articles must— (a) be printed; (b) be divided into paragraphs numbered consecutively; (c) bear the same stamp as if they were contained in a deed; (d) be signed by each subscriber of the memorandum in the presence of at least one witness who must attest the signature.

Alteration of articles by special resolution.

15.—(1) Subject to the provisions of this Act and to the conditions contained in its memorandum, a company may by special resolution alter or add to its articles.

Form of Memorandum and Articles.

Statutory forms of memorandum and articles.

16.—The form of— (a) the memorandum of a company limited by shares; (b) the memorandum and articles of a company limited by guarantee and not having a share capital; (c) the memorandum and articles of a company limited by guarantee and having a share capital; (d) the memorandum and articles of an unlimited company having a share capital; shall be respectively in accordance with the forms set out in Tables B, C, D and E in the First Schedule or as near thereto as circumstances admit.

Registration.

Registration of memorandum and articles.

17.—The memorandum and the articles, if any, shall be delivered to the registrar of companies, and he shall retain and register them.

Effect of registration.

18.—(1) On the registration of the memorandum of a company the registrar shall certify under his hand that the company is incorporated and, in the case of a limited company, that the company is limited.

Conclusiveness of certificate of incorporation.

19.—(1) A certificate of incorporation, given by the registrar in respect of any association, shall be conclusive evidence that all the requirements of this Act in respect of registration and of matters precedent and incidental thereto have been complied with, and that the association is a company authorised to be registered and duly registered under this Act.

Registration of unlimited company as limited.

20.—(1) Subject to the provisions of this section, a company registered as unlimited may register under this Act as limited, or a company already registered as a limited company may re-register under this Act, but the registration of an unlimited company as a limited company shall not affect the rights or liabilities of the company in respect of any debt or obligation incurred, or any contract entered into by, to, with or on behalf of the company before the registration, and those rights or liabilities may be enforced in manner provided by

Part IX

of this Act in the case of a company registered in pursuance of that Part.

Provisions relating to Names of Companies.

Prohibition of registration of companies by undesirable names.

21.—No company shall be registered by a name which, in the opinion of the Minister, is undesirable but an appeal shall lie to the court against a refusal to register.

Registration of business name.

22.—(1) Every company carrying on business under a name other than its corporate name shall register in the manner directed by law for the registration of business names.

Change of name.

23.—(1) A company may, by special resolution and with the approval of the Minister signified in writing, change its name.

If a company makes default in complying with a direction under this subsection, it shall be liable to a fine not exceeding £100.

Power to dispense with “limited” or “teoranta” in name of charitable and other companies.

24.—(1) Where it is proved to the satisfaction of the Minister that an association about to be formed as a limited company is to be formed for promoting commerce, art, science, religion, charity or any other useful object, and intends to apply its profits, if any, or other income, in promoting its objects, and to prohibit the payment of any dividend to its members, the Minister may by licence direct that the association may be registered as a company with limited liability, without the addition of the word “limited” or the word “teoranta” to its name, and the association may be registered accordingly and shall, on registration, enjoy all the privileges and (subject to the provisions of this section) be subject to all the obligations of limited companies.

If the body makes default in complying with the requirements of this subsection, it shall be liable to a fine not exceeding £100.

General Provisions relating to Memorandum and Articles.

Effect of memorandum and articles.

25.—(1) Subject to the provisions of this Act, the memorandum and articles shall, when registered, bind the company and the members thereof to the same extent as if they respectively had been signed and sealed by each member, and contained covenants by each member to observe all the provisions of the memorandum and of the articles.

Provisions as to memorandum and articles of company limited by guarantee.

26.—(1) In the case of a company limited by guarantee and not having a share capital, and registered on or after the 1st day of January, 1901, every provision in the memorandum or articles, or in any resolution of the company, purporting to give any person a right to participate in the divisible profits of the company, otherwise than as a member, shall be void.

Alterations in memorandum or articles increasing liability to contribute to share capital not to bind existing members without consent.

27.— (1) Subject to subsection (2), and notwithstanding anything in the memorandum or articles of a company, no member of the company shall be bound by an alteration made in the memorandum or articles after the date on which he became a member, if and so far as the alteration requires him to take or subscribe for more shares than the number held by him at the date on which the alteration is made, or in any way increases his liability as at that date to contribute to the share capital of, or otherwise to pay money to, the company.

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

28.—(1) Subject to subsection (2) and sections 27 and 205, any provision contained in a company's memorandum which could lawfully have been contained in articles of association instead of in the memorandum may, subject to the provisions of this section, be altered by the company by special resolution.

Copies of memorandum and articles to be given to members.

29.—(1) A company shall, on being so required by any member, send to him a copy of the memorandum and of the articles, if any, and a copy of any Act of the Oireachtas which alters the memorandum, subject to payment in the case of a copy of the memorandum and of the articles, of 5/– or such less sum as the company may prescribe, and, in the case of a copy of such Act, of such sum not exceeding the published price thereof as the company may require.

Issued copies of memorandum to embody alterations.

30.—(1) Where an alteration is made in the memorandum of a company, every copy of the memorandum issued after the date of the alteration shall be in accordance with the alteration.

Membership of Company.

Definition of member.

31.—(1) The subscribers of the memorandum of a company shall be deemed to have agreed to become members of the company, and, on its registration, shall be entered as members in its register of members.

Membership of holding company.

32.—(1) Subject to the provisions of this section, a body corporate cannot be a member of a company which is its holding company, and any allotment or transfer of shares in a company to its subsidiary shall be void.

Private Companies.

Meaning of “private company.”

33.—(1) For the purposes of this Act, “private company” means a company which has a share capital and which, by its articles— (a) restricts the right to transfer its shares, and (b) limits the number of its members to fifty, not including persons who are in the employment of the company and persons who, having been formerly in the employment of the company, were, while in that employment, and have continued after the determination of that employment to be, members of the company, and (c) prohibits any invitation to the public to subscribe for any shares or debentures of the company.

Consequences of default in complying with conditions constituting a company a private company.

34.—(1) Subject to subsection (2), where the articles of a company include the provisions which, under section 33, are required to be included in the articles of a company in order to constitute it a private company, but default is made in complying with any of those provisions, the company shall cease to be entitled to the privileges and exemptions conferred on private companies under section 36, paragraph (a) of subsection (4) of section 128, paragraph (d) of section 213, and subparagraph (i) of paragraph (a) of section 215, and thereupon, sections 36, 128, 213 and 215 shall apply to the company as if it were not a private company.

Statement in lieu of prospectus to be delivered to registrar by company on ceasing to be a private company.

35.—(1) Subject to subsection (2), if a company, being a private company, alters its articles in such manner that they no longer include the provisions which, under section 33, are required to be included in the articles of a company in order to constitute it a private company, the company shall, on the date of the alteration, cease to be a private company and shall, within a period of 14 days after the said date, deliver to the registrar of companies for registration a statement in lieu of prospectus, in the form and containing the particulars set out in Part I of the Second Schedule, and, in the cases mentioned in Part II of that Schedule, setting out the reports specified therein, and the said Parts I and II shall have effect subject to the provisions contained in Part III of that Schedule.

Reduction of Number of Members below Legal Minimum.

Members severally liable for debts where business carried on with fewer than seven, or in case of private company, two members.

36.—If at any time the number of members of a company is reduced, in the case of a private company, below two, or, in the case of any other company, below seven, and it carries on business for more than 6 months while the number is so reduced, every person who is a member of the company during the time that it so carries on business after those 6 months and knows that it is carrying on business with fewer than two members, or seven members, as the case may be, shall be severally liable for the payment of the whole debts of the company contracted during that time, and may be severally sued therefor.

Contracts, Deeds and Powers of Attorney.

Pre-incorporation contracts.

37.—(1) Any contract or other transaction purporting to be entered into by a company prior to its formation or by any person on behalf of the company prior to its formation may be ratified by the company after its formation and thereupon the company shall become bound by it and entitled to the benefit thereof as if it had been in existence at the date of such contract or other transaction and had been a party thereto.

Form of contracts.

38.—(1) Contracts on behalf of a company may be made as follows: (a) a contract which if made between private persons would be by law required to be in writing and to be under seal, may be made on behalf of the company in writing under the common seal of the company; (b) a contract which if made between private persons would be by law required to be in writing, signed by the parties to be charged therewith, may be made on behalf of the company in writing, signed by any person acting under its authority, express or implied; (c) a contract which if made between private persons would by law be valid although made by parol only, and not reduced into writing may be made by parol on behalf of the company by any person acting under its authority, express or implied.

Bills of exchange and promissory notes.

39.—A bill of exchange or promissory note shall be deemed to have been made, accepted or endorsed on behalf of a company, if made, accepted or endorsed in the name of or by or on behalf or on account of, the company by any person acting under its authority.

Execution of deeds outside the State.

40.—(1) A company may, by writing under its common seal, empower any person, either generally or in respect of any specified matters, as its attorney, to execute deeds on its behalf in any place outside the State.

Power for company to have official seal for use abroad.

41.—(1) A company whose objects require or comprise the transaction of business outside the State may, if authorised by its articles, have for use in any territory, district or place not situate in the State, an official seal which shall be a facsimile of the common seal of the company with the addition on its face of the name of every territory, district or place where it is to be used.

Authentication of Documents.

Authentication of documents.

42.—A document or proceeding requiring authentication by a company may be signed by a director, secretary or other authorised officer of the company, and need not be under its common seal.

PART III.

Share Capital and Debentures.

Prospectus.

Dating of prospectus.

43.—A prospectus issued by or on behalf of a company or in relation to an intended company shall be dated, and that date shall, unless the contrary is proved, be taken as the date of publication of the prospectus.

Matters to be stated and reports to be set out in prospectus.

44.—(1) Subject to the provisions of section 45, every prospectus issued by or on behalf of a company, or by or on behalf of any person who is or has been engaged or interested in the formation of the company, must state the matters specified in Part I of the Third Schedule, and set out the reports specified in Part II of that Schedule, and the said Parts I and II shall have effect subject to the provisions contained in Part III of that Schedule.

Exclusion of section 44 and relaxation of Third Schedule in case of certain prospectuses.

45.—(1) Where— (a) it is proposed to offer any shares in or debentures of a company to the public by a prospectus issued generally (that is, issued to persons who are not existing members or debenture holders of the company); and (b) application is made to a recognised stock exchange for permission for those shares or debentures to be dealt in or quoted on that stock exchange; there may, on the request of the applicant, be given by or on behalf of that stock exchange a certificate of exemption, that is, a certificate that, having regard to the proposals (as stated in the request) as to the size and other circumstances of the issue of shares or debentures and as to any limitations on the number and class of persons to whom the offer is to be made, compliance with the requirements of the Third Schedule would be unduly burdensome.

Expert's consent to issue of prospectus containing statement by him.

46.—(1) A prospectus inviting persons to subscribe for shares in or debentures of a company and including a statement purporting to be made by an expert shall not be issued unless— (a) he has given and has not, before delivery of a copy of the prospectus for registration, withdrawn his written consent to the issue thereof with the statement included in the form and context in which it is included; (b) a statement that he has given and has not withdrawn his consent as aforesaid appears in the prospectus.

Registration of prospectus.

47.—(1) No prospectus shall be issued by or on behalf of a company or in relation to an intended company unless, on or before the date of its publication, there has been delivered to the registrar for registration a copy thereof signed by every person who is named therein as a director or proposed director of the company, or by his agent authorised in writing, and having endorsed thereon or attached thereto— (a) any consent to the issue of the prospectus required by section 46 from any person as an expert; and (b) in the case of a prospectus issued generally, also— (i) a copy of any contract required by paragraph 14 of the Third Schedule to be stated in the prospectus or, in the case of a contract not reduced into writing, a memorandum giving full particulars thereof or, if in the case of a prospectus deemed by virtue of a certificate granted under section 45 to comply with the requirements of that Schedule, a contract or a copy thereof or a memorandum of a contract is required to be available for inspection in connection with the application made under that section to a recognised stock exchange a copy or, as the case may be, a memorandum of that contract; and (ii) where the persons making any report required by Part II of that Schedule have made therein, or have, without giving the reasons, indicated therein, any such adjustments as are mentioned in paragraph 29 of that Schedule, a written statement signed by those persons setting out the adjustments and giving the reasons therefor.

The references in subparagraph (i) of paragraph (b) of this subsection to the copy of a contract required thereby to be endorsed on or attached to a copy of the prospectus shall, in the case of a contract wholly or partly in a foreign language, be taken as references to a copy of a translation of the contract in English or Irish or a copy embodying a translation in English or Irish of the parts in a foreign language, as the case may be, being a translation certified in the prescribed manner to be a correct translation, and the reference to a copy of a contract required to be available for inspection shall include a reference to a copy of a translation thereof or a copy embodying a translation of parts thereof.

Restriction on alteration of terms mentioned in prospectus or statement in lieu of prospectus.

48.—(1) A company limited by shares or a company limited by guarantee and having a share capital shall not prior to the statutory meeting vary the terms of a contract referred to in the prospectus, or statement in lieu of prospectus, except subject to the approval of the statutory meeting.

Civil liability for mis-statements in prospectus.

49.—(1) Subject to the provisions of this section, where a prospectus invites persons to subscribe for shares in or debentures of a company, the following persons shall be liable to pay compensation to all persons who subscribe for any shares or debentures on the faith of the prospectus for the loss or damage they may have sustained by reason of any untrue statement included therein— (a) every person who is a director of the company at the time of the issue of the prospectus; (b) every person who has authorised himself to be named and is named in the prospectus as a director or as having agreed to become a director either immediately or after an interval of time; (c) every person being a promoter of the company; (d) every person who has authorised the issue of the prospectus.

Criminal liability for mis-statements in prospectus.

50.—(1) Where a prospectus issued after the operative date includes any untrue statement, any person who authorised the issue of the prospectus shall be liable— (a) on conviction on indictment, to imprisonment for a term not exceeding 2 years, or a fine not exceeding £500, or both; or (b) on summary conviction, to imprisonment for a term not exceeding 6 months, or a fine not exceeding £100, or both; unless he proves either that the statement was immaterial or that he had reasonable ground to believe and did, up to the time of the issue of the prospectus, believe that the statement was true.

Document containing offer of shares or debentures for sale to be deemed a prospectus.

51.—(1) Where a company allots or agrees to allot any shares in or debentures of the company with a view to all or any of those shares or debentures being offered for sale to the public, any document by which the offer for sale to the public is made shall for all purposes be deemed to be a prospectus issued by the company, and all enactments and rules of law as to the contents of prospectuses and to liability in respect of statements in and omissions from prospectuses and as to forms of application for shares in or debentures of the company or otherwise relating to prospectuses, shall apply and have effect accordingly, as if the shares or debentures had been offered to the public for subscription and as if persons accepting the offer in respect of any shares or debentures were subscribers for those shares or debentures, but without prejudice to the liability, if any, of the persons by whom the offer is made, in respect of mis-statements contained in the document or otherwise in respect thereof.

Interpretation of provisions relating to prospectuses.

52.—For the purposes of the foregoing provisions of this Part— (a) a statement included in a prospectus shall be deemed to be untrue if it is misleading in the form and context in which it is included; and (b) a statement shall be deemed to be included in a prospectus if it is contained therein or in any report or memorandum appearing on the face thereof or by reference incorporated therein or issued therewith.

Allotment.

Minimum subscription and amount payable on application.

53.—(1) No allotment shall be made of any share capital of a company offered to the public for subscription unless the amount stated in the prospectus as the minimum amount which, in the opinion of the directors, must be raised by the issue of share capital in order to provide for the matters specified in paragraph 4 of the Third Schedule has been subscribed, and the sum payable on application for the amount so stated has been paid to and received by the company.

For the purposes of this subsection, a sum shall be deemed to have been paid to and received by the company if a cheque for that sum has been received in good faith by the company and the directors of the company have no reason for suspecting that the cheque will not be paid.

Prohibition of allotment in certain cases unless statement in lieu of prospectus delivered to registrar.

54.—(1) A company having a share capital which does not issue a prospectus on or with reference to its formation, or which has issued such a prospectus but has not proceeded to allot any of the shares offered to the public for subscription, shall not allot any of its shares or debentures unless at least 3 days before the first allotment of either shares or debentures there has been delivered to the registrar of companies for registration a statement in lieu of prospectus signed by every person who is named therein as a director or a proposed director of the company or by his agent authorised in writing, in the form and containing the particulars set out in Part I of the Fourth Schedule and, in the cases mentioned in Part II of that Schedule, setting out the reports specified therein, and the said Parts I and II shall have effect subject to the provisions contained in Part III of that Schedule.

Effect of irregular allotment.

55.—(1) An allotment made by a company to an applicant in contravention of sections 53 or 54 shall be voidable at the instance of the applicant within one month after the holding of the statutory meeting of the company and not later, or, in any case where the company is not required to hold a statutory meeting, or where the allotment is made after the holding of the statutory meeting, within one month after the date of the allotment, and not later, and shall be so voidable notwithstanding that the company is in course of being wound up.

Applications for, and allotment of, shares and debentures.

56.—(1) No allotment shall be made of any shares in or debentures of a company in pursuance of a prospectus issued generally and no proceedings shall be taken on applications made in pursuance of a prospectus so issued until the beginning of the fourth day after that on which the prospectus is first so issued or such later time (if any) as may be specified in the prospectus.

The beginning of the said fourth day or such later time as aforesaid is hereafter in this Act referred to as “the time of the opening of the subscription lists”.

Allotment of shares and debentures to be dealt in on stock exchange.

57.—(1) Where a prospectus, whether issued generally or not, states that application has been or will be made for permission for the shares or debentures offered thereby to be dealt in on any stock exchange, any allotment made on an application in pursuance of the prospectus shall, whenever made, be void if the permission has not been applied for before the third day after the first issue of the prospectus or if the permission has not been granted within 6 weeks from the date of the closing of the subscription lists.

Return as to allotments.

58.—(1) Whenever a company limited by shares or a company limited by guarantee and having a share capital makes any allotment of its shares, the company shall within one month thereafter deliver to the registrar of companies for registration— (a) a return of the allotments, stating the number and nominal amount of the shares comprised in the allotment, the names, addresses and occupations of the allottees and the amount, if any, paid or due and payable on each share; and (b) in the case of shares allotted as fully or partly paid up otherwise than in cash, a contract in writing constituting the title of the allottee to the allotment together with any contract of sale, or for services or other consideration in respect of which that allotment was made, such contracts being duly stamped, and a return stating the number and nominal amount of shares so allotted, the extent to which they are to be treated as paid up, and the consideration for which they have been allotted, provided that, where shares are allotted to the members of a company on a capitalisation or provisionally allotted on a rights issue, it shall not be necessary to make a return of the particular allottees, notwithstanding that in either case there may be a right of renunciation.

Commissions and Discounts and Financial Assistance for Purchase of Shares.

Power to pay certain commissions, and prohibition of payment of all other commissions and discounts.

59.—(1) It shall be lawful for a company to pay a commission to any person in consideration of his subscribing or agreeing to subscribe, whether absolutely or conditionally, for any shares in the company, or procuring or agreeing to procure subscriptions, whether absolute or conditional, for any shares in the company if— (a) the payment of the commission is authorised by the articles; and (b) the commission paid or agreed to be paid does not exceed 10 per cent. of the price at which the shares are issued or the amount or rate authorised by the articles, whichever is the less; and (c) the amount and rate per cent. of the commission paid or agreed to be paid is— (i) in the case of shares offered to the public for subscription, disclosed in the prospectus, or (ii) in the case of shares not offered to the public for subscription, disclosed in the statement in lieu of prospectus, or in a statement in the prescribed form signed in like manner as a statement in lieu of prospectus and delivered before the payment of the commission to the registrar of companies for registration, and, where a circular or notice not being a prospectus inviting subscription for the shares is issued, also disclosed in that circular or notice; and (d) the number of shares for which persons have agreed for a commission to subscribe absolutely is disclosed in manner aforesaid.

Giving of financial assistance by a company for the purchase of its shares.

60.—(1) Subject to subsections (2), (12) and (13), it shall not be lawful for a company to give, whether directly or indirectly, and whether by means of a loan, guarantee, the provision of security or otherwise, any financial assistance for the purpose of or in connection with a purchase or subscription made or to be made by any person of or for any shares in the company, or, where the company is a subsidiary company, in its holding company.