(LRC Revised)

Number 41 of 2006

INVESTMENT FUNDS, COMPANIES AND MISCELLANEOUS PROVISIONS ACT 2006

REVISED

Updated to 1 January 2019

Changes to legislation

as of 10 July 2026, this Act is up to date with all changes known to be in force.

This Revised Act is an administrative consolidation of the

Investment Funds, Companies and Miscellaneous Provisions Act 2006

. It is prepared by the Law Reform Commission in accordance with its function under

the

Law Reform Commission Act 1975

(3/1975) to keep the law under review and to undertake revision and consolidation

of statute law.

All Acts up to and including

Central Bank (National Claims Information Database) Act 2018

(42/2018), enacted 27 December 2018, and all statutory instruments up to and including

Criminal Justice (Suspended Sentences of Imprisonment) Act 2017 (Commencement) Order

2019

(S.I. No. 1 of 2019), made 3 January 2019, were considered in the preparation of

this Revised Act.

Disclaimer: While every care has been taken in the preparation of this Revised Act,

the Law Reform Commission can assume no responsibility for and give no guarantees,

undertakings or warranties concerning the accuracy, completeness or up to date nature

of the information provided and does not accept any liability whatsoever arising from

any errors or omissions. Please notify any errors, omissions and comments by email

to

revisedacts@lawreform.ie.

Number 41 of 2006

INVESTMENT FUNDS, COMPANIES AND MISCELLANEOUS PROVISIONS ACT 2006

REVISED

Updated to 1 January 2019

ARRANGEMENT OF SECTIONS

PART 1

Preliminary and General

Section

1. Short title, collective citation and construction.

2. Commencement.

3. Definitions.

4. Orders and regulations.

5. Expenses.

PART 2

Amendments of Companies Acts

6. Statutory declarations for purposes of Companies Acts.

7. Amendment of section 33 of Companies Act 1963.

8. Amendment of section 21 of Companies (Amendment) Act 1983.

9. Exemption from audit requirement.

10. Application of

section

9

and transitional provisions.

11. Restrictions on, and disqualifications of, persons from acting as directors, etc.

12. Dematerialisation.

13. Amendment of section 43 of Act of 2005.

14. Amendment of section 45 of Act of 2005.

15. Amendments of Act of 2005 consequential on amendment made by section 14.

16. Amendment of section 9 of Companies (Auditing and Accounting) Act 2003.

17. Amendment of section 10 of Companies (Auditing and Accounting) Act 2003.

18. Amendment of section 29 of Companies (Auditing and Accounting) Act 2003.

PART 3

Transparency Requirements Regarding Issuers of Securities Admitted to Trading on Certain

Markets

19. Interpretation (

Part 3

).

20. Power to make certain regulations.

21. Conviction on indictment of offences under transparency (regulated markets) law.

22. Supplementary rules, etc., by competent authority.

23. Amendment of section 33AK of Central Bank Act 1942.

24. Application of transparency (regulated markets) law to certain markets.

PART 4

Miscellaneous

25. Amendment of section 1 of Act of 1997.

26. Amendment of section 2 of Act of 1997.

27. Further amendment of section 2 of Act of 1997.

28. Amendment of Act of 1997 — insertion of new section 2B.

29. Amendment of section 8 of Act of 1997.

30. Amendment of Schedule to Act of 1997.

31. Revocation of S.I. No. 87 of 2001.

32. Amendment of European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations

2006.

33. Amendment of Consumer Information Act 1978.

34. Amendment of sections 33C and 33AN of, and Schedule 2 to, Central Bank Act 1942.

35. Amendment of Netting of Financial Contracts Act 1995.

Acts Referred to

Central Bank Act 1942

1942, No. 22

Central Bank and Financial Services Authority of Ireland Act 2003

2003, No. 12

Central Bank and Financial Services Authority of Ireland Act 2004

2004, No. 21

Companies (Amendment) Act 1983

1983, No. 13

Companies (Amendment) (No. 2) Act 1999

1999, No. 30

Companies (Auditing and Accounting) Act 2003

2003, No. 44

Companies Act 1990

1990, No. 33

Companies Act 1963

1963, No. 33

Company Law Enforcement Act 2001

2001, No. 28

Consumer Information Act 1978

1978, No. 1

Diplomatic and Consular Officers (Provision of Services) Act 1993

1993, No. 33

European Communities Act 1972

1972, No. 27

Interpretation Act 2005

2005, No. 23

Investment Funds, Companies and Miscellaneous Provisions Act 2005

2005, No. 12

Investment Limited Partnership Act 1994

1994, No. 24

Irish Takeover Panel Act 1997

1997, No. 5

Limited Partnerships Act 1907

7 Edw., c. 24

Netting of Financial Contracts Act 1995

1995, No. 25

Solicitors Act 1954

1954, No. 36

Statutory Declarations Act 1938

1938, No. 37

Number 41 of 2006

INVESTMENT FUNDS, COMPANIES AND MISCELLANEOUS PROVISIONS ACT 2006

REVISED

Updated to 1 January 2019

AN ACT TO AMEND AND EXTEND THE COMPANIES ACTS, THE IRISH TAKEOVER PANEL ACT 1997,

THE CENTRAL BANK ACT 1942, THE CONSUMER INFORMATION ACT 1978 AND THE NETTING OF FINANCIAL

CONTRACTS ACT 1995, TO PROVIDE FOR THE IMPLEMENTATION OF DIRECTIVE 2004/109/EC OF

THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 15 DECEMBER 2004 AND TO PROVIDE FOR

RELATED MATTERS.

[24

th December

, 2006]

BE IT ENACTED BY THE OIREACHTAS AS FOLLOWS

ARRANGEMENT OF SECTIONS

PART 1

Preliminary and General

Section

1. Short title, collective citation and construction.

2. Commencement.

3. Definitions.

4. Orders and regulations.

5. Expenses.

PART 2

Amendments of Companies Acts

6. Statutory declarations for purposes of Companies Acts.

7. Amendment of section 33 of Companies Act 1963.

8. Amendment of section 21 of Companies (Amendment) Act 1983.

9. Exemption from audit requirement.

10. Application of

section

9

and transitional provisions.

11. Restrictions on, and disqualifications of, persons from acting as directors, etc.

12. Dematerialisation.

13. Amendment of section 43 of Act of 2005.

14. Amendment of section 45 of Act of 2005.

15. Amendments of Act of 2005 consequential on amendment made by section 14.

16. Amendment of section 9 of Companies (Auditing and Accounting) Act 2003.

17. Amendment of section 10 of Companies (Auditing and Accounting) Act 2003.

18. Amendment of section 29 of Companies (Auditing and Accounting) Act 2003.

PART 3

Transparency Requirements Regarding Issuers of Securities Admitted to Trading on Certain

Markets

19. Interpretation (

Part 3

).

20. Power to make certain regulations.

21. Conviction on indictment of offences under transparency (regulated markets) law.

22. Supplementary rules, etc., by competent authority.

23. Amendment of section 33AK of Central Bank Act 1942.

24. Application of transparency (regulated markets) law to certain markets.

PART 4

Miscellaneous

25. Amendment of section 1 of Act of 1997.

26. Amendment of section 2 of Act of 1997.

27. Further amendment of section 2 of Act of 1997.

28. Amendment of Act of 1997 — insertion of new section 2B.

29. Amendment of section 8 of Act of 1997.

30. Amendment of Schedule to Act of 1997.

31. Revocation of S.I. No. 87 of 2001.

32. Amendment of European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations

2006.

33. Amendment of Consumer Information Act 1978.

34. Amendment of sections 33C and 33AN of, and Schedule 2 to, Central Bank Act 1942.

35. Amendment of Netting of Financial Contracts Act 1995.

Number 41 of 2006