IE
(LRC Revised)
Statutory Text (1 Articles)
Number 38 of 2014
COMPANIES ACT 2014
REVISED
Updated to 15 July 2025
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
Companies Act 2014
. 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 the
Supports for Survivors of Residential Institutional Abuse Act 2025
(7/2025), enacted 15 July 2025, and all statutory instruments up to and including
the
Companies Act 2014 (Fees) Regulations 2025
(S.I. No. 329 of 2025), made 15 July 2025, 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
38
of
2014
COMPANIES ACT 2014
REVISED
Updated to 15 July 2025
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
12A. Extension of interim period
(Repealed)
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
43A. Execution of instruments consisting of several documents in
like form
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
50A. Registrar may request evidence of situation of registered office
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
74. Supplementary provisions in relation to sections 72 and 73
75. Restriction of section 71(5) in the case of shares allotted in return for acquisition
of issued shares of body corporate
76. Treatment of premiums paid on shares issued before a certain date
77. Calls on shares
78. Supplemental provisions in relation to calls
79. Further provisions about calls (different times and amounts of calls)
80. Lien
81. Forfeiture of shares
82. Financial assistance for acquisition of shares
CHAPTER 4
Variation in capital
83. Variation of company capital
84. Reduction in company capital
85. Application to court for confirming order, objections by creditors and settlement
of list of such creditors
86. Registration of order and minute of reduction
87. Liability of members in respect of reduced calls
88. Variation of rights attached to special classes of shares
89. Rights of holders of special classes of shares
90. Registration of particulars of special rights
91. Variation of company capital on reorganisation
92. Notice to Registrar of certain alterations of share capital
93. Notice of increase of share capital
CHAPTER 5
Transfer of shares
94. Transfer of shares and debentures
95. Restrictions on transfer
96. Transmission of shares
97. Transmission of shares in special circumstances (including cases of mergers)
98. Certification of shares
99. Share certificates
100. Rectification of dealings in shares
101. Personation of shareholder: offence
CHAPTER 5A
Dematerialisation of applicable securities
101A. Interpretation and application
101B. Abolition of certificates in respect of applicable securities
101C. Transfer of applicable securities of company
101D. Disapplication of certain provisions to applicable securities
101E. Disapplication of requirement for certificate in respect of applicable securities
101F. Representation of applicable securities
CHAPTER 6
Acquisition of own shares
102. Company acquiring its own shares, etc. — permissible circumstances and prohibitions
103. Supplemental provisions in relation to section 102
104. Shares of a company held by a nominee of a company
105. Acquisition of own shares
106. Supplemental provisions in relation to section 105
107. Assignment or release of company's right to purchase own shares
108. Power to redeem preference shares issued before 5 May 1959
109. Treasury shares
110. Incidental payments with respect to acquisition of own shares
111. Effect of company's failure to redeem or purchase
112. Retention and inspection of documents
113. Membership of holding company
114. Holding by subsidiary of shares in its holding company
115. Civil liability for improper purchase in holding company
116. Return to be made to Registrar
CHAPTER 7
Distributions
117. Profits available for distribution
118. Prohibition on pre-acquisition profits or losses being treated in holding company's
financial statements as profits available for distribution
119. Distributions in kind: determination of amount
120. Development costs shown as asset of company to be set off against company's distribution
profits
121. The relevant financial statements
122. Consequences of making unlawful distribution
123. Meaning of “distribution”, “capitalisation”, etc., and supplemental provisions
124. Procedures for declarations, payments, etc., of dividends and other things
125. Supplemental provisions in relation to section 124
126. Bonus issues
PART 4
CORPORATE GOVERNANCE
CHAPTER 1
Preliminary
127. Access to documents during business hours
CHAPTER 2
Directors and secretaries
128. Directors
129. Secretaries
130. Prohibition of body corporate or unincorporated body of persons being director
131. Prohibition of minor being director or secretary
132. Prohibition of undischarged bankrupt being director or secretary or otherwise
involved in company
133. Examination as to solvency status
134. Performance of acts by person in dual capacity as director and secretary not
permitted
135. Validity of acts of director or secretary
136. Share qualifications of directors
137. Company to have director resident in an EEA state
138. Supplemental provisions concerning bond referred to in section 137
(2)
139. Notification requirement as regards non-residency of director
140. Exception to section 137 — companies having real and continuous link with economic activity in State
141. Provisions for determining whether director resident in State
142. Limitation on number of directorships
143. Sanctions for contravention of section 142 and supplemental provisions
144. Appointment of director
145. Appointment of directors to be voted on individually
146. Removal of directors
147. Compensation for wrongful termination, other powers of removal not affected by
section 146
148. Vacation of office
149. Register of directors and secretaries
150. Supplemental provisions (including offences) in relation to section 149
151. Particulars to be shown on all business letters of company
152. Entitlement to notify Registrar of changes in directors and secretaries if section
149(8) contravened
153. Provisions as to assignment of office by directors
CHAPTER 3
Service contracts and remuneration
154. Copies of directors' service contracts
155. Remuneration of directors
156. Prohibition of tax-free payments to directors
CHAPTER 4
Proceedings of directors
157. Sections 158 to 165 to apply save where constitution provides otherwise
158. General power of management and delegation
159. Managing director
160. Meetings of directors and committees
161. Supplemental provisions about meetings (including provision for acting by means
of written resolutions)
162. Holding of any other office or place of profit under the company by director
163. Counting of director in quorum and voting at meeting at which director is appointed
164. Signing, drawing, etc., of negotiable instruments and receipts
165. Alternate directors
166. Minutes of proceedings of directors
167. Audit committees
CHAPTER 5
Members
168. Definition of member
169. Register of members
170. Trusts not to be entered on register of members
171. Register to be evidence
172. Consequences of failure to comply with requirements as to register owing to agent's
default
173. Rectification of register
174. Power to close register
CHAPTER 6
General meetings and resolutions
174A. General meetings during interim period
(Repealed)
175. Annual general meeting
176. The location and means for holding general meetings
176A. Participation in general meetings by use of electronic communications technology
177. Extraordinary general meetings
178. Convening of extraordinary general meetings by members
179. Power of court to convene meeting
180. Persons entitled to notice of general meetings
181. Notice of general meetings
181A. Notice of rescheduled general meeting during interim
period
(Repealed)
182. Quorum
183. Proxies
184. Form of proxy
185. Representation of bodies corporate at meetings of companies
186. The business of the annual general meeting
186A. Withdrawal or amendment of dividend resolutions
(Repealed)
187. Proceedings at meetings
188. Votes of members
189. Right to demand a poll
190. Voting on a poll
191. Resolutions — ordinary resolutions, special resolutions, etc., — meaning
192. Resolutions passed at adjourned meetings
193. Unanimous written resolutions
194. Majority written resolutions
195. Supplemental provisions in relation to section 194
195A. Voting on resolutions at general meeting during interim
period
(Repealed)
196. Single-member companies — absence of need to hold general meetings, etc.
197. Application of this Part to class meetings
198. Registration of, and obligation of company to supply copies of, certain resolutions
and agreements
199. Minutes of proceedings of meetings of a company
CHAPTER 7
Summary Approval Procedure
200. Interpretation (Chapter 7)
201. Chapter 7 — what it does
202. Summary Approval Procedure
203. Declaration to be made in the case of financial assistance for acquisition of
shares or transaction with directors
204. Declaration to be made in the case of a reduction in company capital or variation
of company capital on reorganisation
205. Declaration to be made in the case of treatment of pre-acquisition profits or
losses in a manner otherwise prohibited by section 118
(1)
206. Declaration to be made in the case of merger of company
207. Declaration to be made in the case of members' winding up of solvent company
208. Condition to be satisfied common to declarations referred to in section 204,
205 or 207
209. Condition to be satisfied in relation to declaration referred to in section 206
210. Civil sanctions where opinion as to solvency stated in declaration without reasonable
grounds
211. Moratorium on certain restricted activities being carried on and applications
to court to cancel special resolution
CHAPTER 8
Protection for minorities
212. Remedy in case of oppression
CHAPTER 9
Form of registers, indices and minute books
213. Form of registers, minutes, etc.
214. Use of computers, etc., for certain company records
CHAPTER 10
Inspection of registers, provision of copies of information in them and service of
notices
215. Definitions for purposes of section 216 concerning registers, etc. and construction
of reference to company keeping registers, etc.
216. Where registers and other documents to be kept, right to inspect them, etc.
217. Supplemental provisions in relation to section 216 —“relevant fee”, power to alter the amount of it, offences, etc.
218. Service of notices on members
PART 5
DUTIES OF DIRECTORS AND OTHER OFFICERS
CHAPTER 1
Preliminary and definitions
219. Interpretation and application (Part 5)
220. Connected persons
221. Shadow directors
222. De facto director
CHAPTER 2
General duties of directors and secretaries and liabilities of them and other officers
223. Duty of each director
224. Directors to have regard to interests of employees
224A. Directors to have regard to certain matters where company is, or is likely to
be, unable to pay its debts
225. Directors' compliance statement and related statement
226. Duties of secretary
227. Fiduciary duties of directors — provisions introductory to section 228
228. Statement of principal fiduciary duties of directors
229. Other interests of directors
230. Power of director to act in a professional capacity for company
231. Duty of director to disclose his or her interest in contracts made by company
232. Breaches of certain duties: liability to account and indemnify
233. Power of court to grant relief to officers of company
234. Anticipated claim: similar power of relief as under section 233
235. Any provision exempting officers of company from liability void (subject to exceptions)
CHAPTER 3
Evidential provisions with respect to loans, other transactions, etc., between company
and directors
236. Loans, etc., by company to directors: evidential provisions
237. Loans, etc., by directors or connected persons to company or holding company
evidential provisions
CHAPTER 4
Substantive prohibitions or restrictions on loans to directors and other particular
transactions involving conflict of interest
238. Substantial transactions in respect of non-cash assets and involving directors,
etc.
239. Prohibition of loans, etc., to directors and connected persons
240. Arrangements of certain value
241. Reduction in amount of company's relevant assets
242. Availability of Summary Approval Procedure to permit loans, etc.
243. Intra-group transactions
244. Directors' expenses
245. Business transactions
246. Transaction or arrangement in breach of section 239 voidable at instance of company
247. Personal liability for company debts in certain cases
248. Offence for contravention of section 239
249. Contracts of employment of directors — control by members over guaranteed periods of employment
250. Anti-avoidance provision — section 249
251. Approval of company necessary for payment by it to director or directors' dependants
for loss of office
252. Approval of company necessary for payment to director of compensation in connection
with transfer of property
253. Duty of director to disclose to company payments to be made to him or her in
connection with transfer of shares in company
254. “Existing legal obligation”— definition and other provisions in relation to sections 251 to 253
255. Contracts with sole members
CHAPTER 5
Disclosure of interests in shares and debentures
256. Interpretation generally (Chapter 5)
257. “Disclosable interest”— meaning of that term
258. Circumstances in which person is to be regarded as having disclosable interest
in shares or debentures
259. Circumstances in which person shall be regarded as having ceased to have disclosable
interest
260. Interests that are not disclosable interests for the purposes of this Chapter
261. Duty to notify disclosable interests — first of the 5 cases in which duty arises — interests held at commencement of Chapter
262. Second and third cases in which duty to notify arises — interests acquired or ceasing to be held
263. Fourth and fifth cases in which duty to notify arises — grant or assignment of subscription rights, etc.
264. Application of sections 261 to 263 and exceptions to them
265. Mode of notification by directors and secretaries under this Chapter
266. Enforcement of notification obligation
267. Register of interests: contents and entries
268. Supplemental provisions in relation to section 267
269. Register of interests: removal of entries from it
CHAPTER 6
Responsibilities of officers of company — provisions explaining what being “in default” means and presumption regarding that matter
270. Meaning of “in default” in context of sanctions specified in respect of officers (whether directors or secretaries
or not)
271. Presumption that default permitted and certain defence
CHAPTER 7
Early warning tools
271A. Early warning tools
PART 6
FINANCIAL STATEMENTS, ANNUAL RETURN AND AUDIT
CHAPTER 1
Preliminary
272. What this Part contains and use of prefixes —“Companies Act” and “IFRS”
273. Overall limitation on discretions with respect to length of financial year and
annual return date
274. Interpretation (Part 6): provisions relating to financial statements
275. Interpretation (Part 6): other definitions and construction provisions
276. Construction of references to realised profits
277. Construction of references to exemption
277A. Certain companies may apply provisions of Act to certain earlier financial years
278. Accounting standards generally — power of Minister to specify
279. US accounting standards may, in limited cases, be availed of for particular transitional
period
280. Regulations may permit use of other internationally recognised accounting standards
for a particular transitional period
CHAPTER 1A
Qualification of company based on size of company
280A. Qualification of company as small company: general
280B. Qualification of company as small company: holding company
280C. Small companies regime
280D. Qualification of company as micro company
280E. Micro companies regime
280F. Qualification of company as medium company: general
280G. Qualification of company as medium company: holding company
280H. Qualification of company as large company
280I. Treatment of qualifying conditions in respect of certain financial years
CHAPTER 2
Accounting records
281. Obligation to keep adequate accounting records
282. Basic requirements for accounting records
283. Where accounting records are to be kept
284. Access to accounting records
285. Retention of accounting records
286. Accounting records: offences
CHAPTER 3
Financial year
287. Financial year end date
288. Financial year
CHAPTER 4
Statutory financial statements
289. Statutory financial statements to give true and fair view
290. Obligation to prepare entity financial statements under relevant financial reporting
framework
291. Companies Act entity financial statements
292. IFRS entity financial statements
293. Obligation to prepare group financial statements under relevant financial reporting
framework
294. Companies Act group financial statements
295. IFRS group financial statements
296. Consistency of financial statements
CHAPTER 5
Group financial statements: exemptions and exclusions
297. Exemption from consolidation: size of group
(Repealed)
298. Application of section 297 in certain circumstances and cessation of exemption
(Repealed)
299. Exemption from consolidation: holding company that is subsidiary undertaking
of undertaking registered in EEA
300. Exemption from consolidation: holding company that is subsidiary undertaking
of undertaking registered outside EEA
301. Exemption from consolidation: holding company with all of its subsidiary undertakings
excluded from consolidation
302. Exemption from consolidation where IFRS so permits
303. Subsidiary undertakings included in the group financial statements
304. Treatment of entity profit and loss account where group financial statements
prepared
CHAPTER 6
Disclosure of directors' remuneration and transactions
305. Disclosure of directors' remuneration
305A. Payments to third parties for services of directors
306. Supplemental provisions in relation to section 305
307. Obligation to disclose information about directors' benefits: loans, quasi-loans,
credit transactions and guarantees
308. Supplemental provisions in relation to section 307 (including certain exemptions
from its terms)
309. Other arrangements and transactions in which the directors, etc., have material
interest
310. Credit institutions: exceptions to disclosure by holding company under sections
307 to 309 in the case of connected persons and certain officers
311. Credit institutions: disclosures by holding company of aggregate amounts in respect
of connected persons
312. Credit institutions: requirement for register, etc., in the case of holding company
as respects certain information
313. Requirements of banking law not prejudiced by sections 307 to 312 and minimum
monetary threshold for section 312
CHAPTER 7
Disclosure required in notes to financial statements of other matters
314. Information on related undertakings
315. Information on related undertakings: exemption from disclosures
316. Information on related undertakings: provision for certain information to be
annexed to annual return
317. Disclosures of particulars of staff
318. Details of authorised share capital, allotted share capital and movements
319. Financial assistance for purchase of own shares
320. Holding of own shares or shares in holding undertaking
321. Disclosure of accounting policies
322. Disclosure of remuneration for audit, audit-related and non-audit work
323. Information on arrangements not included in balance sheet
CHAPTER 8
Approval of statutory financial statements
324. Approval and signing of statutory financial statements by board of directors
CHAPTER 9
Directors' report
325. Obligation to prepare directors' report for every financial year
326. Directors' report: general matters
327. Directors' report: business review
328. Directors' report: acquisition or disposal of own shares
329. Directors' report: interests in shares and debentures
330. Directors' report: statement on relevant audit information
331. Directors' report: copy to be included of any notice issued under certain banking
legislation
332. Approval and signing of directors' report
CHAPTER 10
Obligation to have statutory financial statements audited
333. Statutory financial statements must be audited (unless audit exemption availed
of)
334. Right of members to require audit despite audit exemption otherwise being available
335. Statement to be included in balance sheet if audit exemption availed of
CHAPTER 11
Statutory auditors' report
336. Statutory auditors' report on statutory financial statements
337. Signature of statutory auditor's report
CHAPTER 12
Publication of financial statements
338. Circulation of statutory financial statements
339. Right to demand copies of financial statements and reports
340. Requirements in relation to publication of financial statements
341. Financial statements and reports to be laid before company in general meeting
CHAPTER 13
Annual return and documents annexed to it
342. Annual return
343. Obligation to make annual return
344. Special provision for annual return delivered in a particular form
(Repealed)
345. Annual return date
346. Alteration of annual return date
347. Documents to be annexed to annual return: all cases
348. Documents to be annexed to annual returns: certain cases
349. First annual return: exception from requirement to annex statutory financial
statements
CHAPTER 14
Exclusions, exemptions and special arrangements with regard to public disclosure of
financial information
350. Qualification of company as small or medium company
(Repealed)
351. Exemptions in respect of directors' report in the case of small and medium companies
(Repealed)
352. Exemption from filing certain information for small and medium companies
353. Abridged financial statements for a small company
354. Abridged financial statements for a medium company
(Repealed)
355. Approval and signing of abridged financial statements
356. Special report of the statutory auditors on abridged financial statements
357. Subsidiary undertakings exempted from annexing their statutory financial statements
to annual return
CHAPTER 15
Audit exemption
358. Main conditions for audit exemption — non-group situation
359. Main conditions for audit exemption — group situation
360. Audit exemption
361. Audit exemption not available where notice under section 334 served
362. Audit exemption not available where company or subsidiary undertaking falls within
a certain category
363. Audit exemption (non-group situation) not available in certain cases
364. Audit exemption (group situation) not available in certain cases
CHAPTER 16
Special audit exemption for dormant companies
365. Dormant company audit exemption
CHAPTER 17
Revision of defective statutory financial statements
366. Voluntary revision of defective statutory financial statements
367. Content of revised financial statements or revised report
368. Approval and signature of revised financial statements
369. Approval and signature of revised directors' report
370. Statutory auditors' report on revised financial statements and revised report
371. Cases where company has availed itself of audit exemption
372. Statutory auditors' report on revised directors' report alone
373. Effect of revision
374. Publication of revised financial statements and reports
375. Laying of revised financial statements or a revised report
376. Delivery of revised financial statements or a revised report
377. Small and medium companies
378. Application of this Chapter in cases where audit exemption available, etc.
379. Modifications of Act
CHAPTER 18
Appointment of statutory auditors
380. Statutory auditors — general provisions (including as to the interpretation of provisions providing for
auditors' term of office)
381. Remuneration of statutory auditors
382. Appointment of statutory auditors — first such appointments and powers of members vis a vis directors
383. Subsequent appointments of statutory auditors (including provision for automatic
re-appointment of auditors at annual general meetings)
384. Appointment of statutory auditors by directors in other cases, etc.
385. Appointment of statutory auditors: failure to appoint
CHAPTER 19
Rights, obligations and duties of statutory auditors
386. Right of access to accounting records
387. Right to information and explanations concerning company
388. Right to information and explanations concerning subsidiary undertakings
389. Offence to make false statements to statutory auditors
390. Obligation to act with professional integrity
391. Statutory auditors' report on statutory financial statements
392. Report to Registrar and to Director: accounting records
393. Report to Registrar and Director: category 1 and 2 offences
CHAPTER 20
Removal and resignation of statutory auditors
394. Removal of statutory auditors: general meeting
395. Restrictions on removal of statutory auditor
396. Extended notice requirement in cases of certain appointments, removals, etc.,
of auditors
397. Right of statutory auditors to make representations where their removal or non-re-appointment
proposed
398. Statutory auditors removed from office: their rights to get notice of, attend
and be heard at general meeting
399. Removal of statutory auditors: statement from statutory auditors where audit
exemption availed of by company
400. Resignation of statutory auditors: general
401. Resignation of statutory auditor: requisition of general meeting
402. Resignation of statutory auditors: right to get notice of, attend, and be heard
at general meeting
CHAPTER 21
Notification to Supervisory Authority of certain matters and auditors acting while
subject to disqualification order
403. Duty of auditor to notify Supervisory Authority regarding cessation of office
404. Duty of company to notify Supervisory Authority of auditor's cessation of office
405. Prohibition on acting in relation to audit while disqualification order in force
CHAPTER 22
False statements — offence
406. False statements in returns, financial statements, etc.
CHAPTER 23
Transitional
407. Transitional provision — companies accounting by reference to Sixth Schedule to Act of 1963
PART 7
CHARGES AND DEBENTURES
CHAPTER 1
Interpretation
408. Definitions (Part 7)
CHAPTER 2
Registration of charges and priority
409. Registration of charges created by companies
410. Duty of company with respect to registration under section 409 and right of others
to effect registration
411. Duty of company to register charges existing on property acquired
412. Priority of charges
413. Registration and priority of judgment mortgages
414. Register of charges
415. Certificate of registration
416. Entries of satisfaction and release of property from charge
417. Extension of time for registration of charges and rectification of register
418. Copies of instruments creating charges to be kept
419. Registration of charges created prior to commencement of this Part
420. Transitional provisions in relation to priorities of charges
421. Netting of Financial Contracts Act 1995 not to affect registration requirements
CHAPTER 3
Provisions as to debentures
422. Liability of trustees for debenture holders
423. Perpetual debentures
424. Power to re-issue redeemed debentures
425. Saving of rights of certain mortgagees in case of re-issued debentures
426. Specific performance of contracts to subscribe for debentures
CHAPTER 4
Prohibition on registration of certain matters affecting shareholders or debentureholders
427. Registration against company of certain matters prohibited
PART 8
RECEIVERS
CHAPTER 1
Interpretation
428. Appointment of receiver under powers contained in instrument: construction of
such reference
CHAPTER 2
Appointment of receivers
429. Notification that receiver has been appointed
430. Information to be given when receiver is appointed in certain circumstance
431. Contents of statement to be submitted to receiver
432. Consequences of contravention of section 430(1)(b) or 431
433. Disqualification for appointment as receiver
434. Resignation of receiver
435. Removal of receiver
436. Notice to Registrar of appointment of receiver, and of receiver ceasing to act
CHAPTER 3
Powers and duties of receivers
437. Powers of receiver
438. Power of receiver and certain others to apply to court for directions and receiver's
liability on contracts
439. Duty of receiver selling property to get best price reasonably obtainable, etc.
440. Preferential payments when receiver is appointed under floating charge
441. Delivery to Registrar of accounts of receivers
CHAPTER 4
Regulation of receivers and enforcement of their duties
442. Enforcement of duty of receivers to make returns
443. Power of court to order the return of assets improperly transferred
443A. Remuneration of receivers
444. Power of court to fix remuneration of receiver
445. Court may end or limit receivership on application of liquidator
446. Director of Corporate Enforcement may request production of receiver's books
447. Prosecution of offences committed by officers and members of company
448. Reporting to Director of Corporate Enforcement of misconduct by receivers
PART 9
REORGANISATIONS, ACQUISITIONS, MERGERS AND DIVISIONS
CHAPTER 1
Schemes of Arrangement
449. Interpretation (Chapter 1)
450. Scheme meetings — convening of such by directors and court's power to summon such meetings
451. Court's power to stay proceedings or restrain further proceedings
452. Information as to compromises or arrangements with members and creditors
453. Circumstances in which compromise or arrangement becomes binding on creditors
or members concerned
454. Supplemental provisions in relation to section 453
455. Provisions to facilitate reconstruction and amalgamation of companies
CHAPTER 2
Acquisitions
456. Interpretation (Chapter 2)
457. Right to buy out shareholders dissenting from scheme or contract approved by
majority and right of such shareholders to be bought out
458. Additional requirement to be satisfied, in certain cases, for right to buy out
to apply
459. Supplementary provisions in relation to sections 457 and 458 (including provision
for applications to court)
460. Construction of certain references in Chapter to beneficial ownership, application
of Chapter to classes of shares, etc.
CHAPTER 3
Mergers
461. Interpretation (Chapter 3)
462. Requirements for Chapter to apply
463. Mergers to which Chapter applies — definitions and supplementary provision
464. Merger may not be put into effect save in accordance with the relevant provisions
of this Act
465. Chapters 1 and 3: mutually exclusive modes of proceeding to achieve merger
466. Common draft terms of merger
467. Directors' explanatory report
468. Expert's report
469. Merger financial statement
470. Registration and publication of documents
471. Inspection of documents
472. Non-application of subsequent provisions of Chapter where Summary Approval Procedure
employed and effect of resolution referred to in section 202
(1)(a)(ii)
473. General meetings of merging companies
474. Electronic means of making certain information available for purposes of section
473
475. Meetings of classes of shareholders
476. Purchase of minority shares
477. Application for confirmation of merger by court
478. Protection of creditors
479. Preservation of rights of holders of securities
480. Confirmation order
481. Certain provisions not to apply where court so orders
482. Registration and publication of confirmation of merger
483. Civil liability of directors and experts
484. Criminal liability for untrue statements in merger documents
CHAPTER 4
Divisions
485. Interpretation (Chapter 4)
486. Requirements for Chapter to apply
487. Divisions to which this Chapter applies — definitions and supplementary provisions
488. Division may not be put into effect save under and in accordance with this Chapter
489. Chapters 1 and 4: mutually exclusive modes of proceeding to achieve division
490. Common draft terms of division
491. Directors' explanatory report
492. Expert's report
493. Division financial statement
494. Registration and publication of documents
495. Inspection of documents
496. General meetings of companies involved in a division
497. Electronic means of making certain information available for purposes of section
496
498. Meetings of classes of shareholder
499. Purchase of minority shares
500. Application for confirmation of division by court
501. Protection of creditors and allocation of liabilities
502. Preservation of rights of holders of securities
503. Confirmation order
504. Certain provisions not to apply where court so orders
505. Registration and publication of confirmation of division
506. Civil liability of directors and experts
507. Criminal liability for untrue statements in division documents
PART 10
EXAMINERSHIPS
CHAPTER 1
Interpretation
508. Interpretation (Part 10)
CHAPTER 2
Appointment of examiner
509. Power of court to appoint examiner
510. Petition for court
511. Independent expert's report
512. Supplemental provisions in relation to sections 510 and 511 — other matters to be mentioned in petition, hearing of petition, etc.
513. Cases in which independent expert's report not available at required time: powers
of court
514. Certain liabilities may not be certified under section 529
(2)
515. Creditors to be heard
516. Availability of independent expert's report
517. Related companies
518. Duty to act in utmost good faith
519. Qualification of examiners
520. Effect of petition to appoint examiner on creditors and others
520A. Restrictions on certain contracts during examinership
521. Restriction on payment of pre-petition debts
522. Effect on receiver or provisional liquidator of order appointing examiner
523. Disapplication of section 440 to receivers in certain circumstances
CHAPTER 3
Powers of examiner
524. Powers of an examiner
525. Repudiation by examiner of contracts made before period of protection and of
negative pledge clauses whenever made: prohibitions and restrictions
526. Production of documents and evidence
527. No lien over company's books, records, etc.
528. Further powers of court
529. Incurring of certain liabilities by examiner
530. Power to deal with charged property, etc.
531. Notification of appointment of examiner
532. General provisions as to examiners — resignation, filling of vacancy, etc.
533. Hearing regarding irregularities
534. Report by examiner
535. Procedure where examiner unable to secure agreement or formulate proposals for
compromise or scheme of arrangement
536. Content of examiner's report
537. Repudiation of certain contracts
538. Appointment of creditors' committee
539. Proposals for compromise or scheme of arrangement
540. Consideration by members and creditors of proposals
541. Confirmation of proposals
542. Supplemental provisions in relation to section 541
543. Objection to confirmation by court of proposals
544. Provisions with respect to leases
CHAPTER 4
Liability of third parties for debts of a company in examination
545. What this Chapter contains
546. Definitions (Chapter 4)
547. Circumstances in relation to which subsequent provisions of this Chapter have
effect
548. General rule: liability of third person not affected by compromise or scheme
of arrangement
549. Enforcement by creditor of liability: restrictions in that regard unless certain
procedure employed to the benefit of third person
550. Payment by third person to creditor post period of protection — statutory subrogation in favour of third person in certain circumstances
551. Saving for cases falling within section 520(4)(f) and cases where third person
discharged or released from liability
CHAPTER 5
Conclusion of examinership
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 10A
RESCUE PROCESS FOR SMALL AND MICRO COMPANIES
CHAPTER 1
Interpretation
558A. Interpretation (Part 10A)
CHAPTER 2
Introductory
558B. Requirements where eligible company wishes to avail of rescue plan
558C. Process adviser to determine whether eligible company has reasonable prospect
of survival
558D. Process adviser to prepare report
CHAPTER 3
Appointment of process adviser
558E. Resolution to appoint process adviser
558F. Process adviser’s duty to keep determination under section 558C under review
558G. Duties of directors of eligible company in relation to process adviser
558H. Process adviser’s duty to determine relevant court
558I. Process adviser’s duty to seek provision of email addresses
558J. Process adviser to give notice of appointment
558K. Process adviser to give notice to employees, creditors, etc.
558L. Notice to creditor where eligible company has excludable debt
558M. Relevant court’s powers where receiver or provisional liquidator previously
appointed
558N. Relevant court’s power to stay proceedings or restrain further proceedings
558O. Requirements following giving of notice to creditor under section 558K
558P. Repudiation, affirmation and variation of certain contracts
CHAPTER 4
Rescue plan
558Q. Process adviser’s duty to prepare rescue plan
558R. Further provision with respect to leases
558S. Procedure where process adviser unable to prepare rescue plan
CHAPTER 5
Consideration of rescue plan
558T. Process adviser’s duty to call meeting of members and creditors
558U. Notice of meeting under section 558T
558V. Proceedings at meeting under section 558T
558W. Proxies
558X. Supplemental provisions in relation to section 558W
558Y. Consideration by members and creditors of rescue plan
558Z. Notification of approval of rescue plan
558ZA. Process adviser’s report
558ZB. Confirmation of rescue plan
CHAPTER 6
Objections to rescue plan
558ZC. Objection to rescue plan
558ZD. Court hearing in case of objection
558ZE. Supplemental provisions in relation to section 558ZD and section 558ZZ
CHAPTER 7
Liability of third parties for debts of company
558ZF. Definitions (Chapter 7) and savings
558ZG. Circumstances in relation to which subsequent provisions of Chapter have effect
558ZH. General rule: liability of third person not affected by rescue plan
558ZI. Enforcement by creditor of liability: restrictions in that regard unless certain
procedure employed to benefit of third person
558ZJ. Payment by third person to creditor post rescue period - statutory subrogation
in favour of third person in certain circumstances
CHAPTER 8
Conclusion of rescue process
558ZK. Conclusion of rescue period and termination of appointment of process adviser
558ZL. Power of relevant court to revoke rescue plan where fraud
558ZM. Power of relevant court to order the return of assets improperly transferred
558ZN. Director’s power to examine books and records
558ZO. Reporting to Director of Corporate Enforcement of misconduct by process advisers
CHAPTER 9
Enforcement
558ZP. Offence of acting as process adviser when unqualified
558ZQ. Offence where director fails to disclose information or misleads process adviser
558ZR. Prosecution of officers and members of company
CHAPTER 10
Powers of process adviser
558ZS. Powers of process adviser
558ZT. Production of documents and evidence
558ZU. No lien over eligible company’s books, records, etc.
558ZV. Power to deal with charged property etc.
558ZW. Resignation of process adviser
558ZX. General provisions as to process advisers - resignation, filling of vacancy,
etc.
CHAPTER 11
Process adviser: remuneration, costs and expenses
558ZY. Process adviser: remuneration, costs and expenses
558ZZ. Application to relevant court for review of remuneration etc. of process adviser
558ZAA. Incurring of certain liabilities by process adviser
558ZAB. Priority
CHAPTER 12
General
558ZAC. Effect on certain sections where application to relevant court
558ZAD. Power to apply to relevant court for determination of questions or concerning
exercise of powers
558ZAE. Hearing of proceedings other than in public
558ZAF. High Court’s power to remit proceedings to Circuit Court
558ZAG. Representation of bodies corporate at meetings held under this Part
558ZAH. Retention of records
558ZAI. Service of notices
558ZAJ. Regulations to remove difficulties
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
598A. Validity of floating charge in certain circumstances
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
690A. Creditors’ meetings conducted by electronic means during
interim period
(Repealed)
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(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
724A. Interpretation (Part 12)
724B. Disclosure of Information by Registrar of Beneficial Ownership
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)
759. Distribution of inspectors' report
760. Court may make order after considering inspectors' report
761. Director may present petition for winding up following consideration of report
762. Expenses of investigation by court appointed inspector
CHAPTER 3
Investigations initiated by Director
763. Investigation of share dealing by inspector appointed by Director
764. Investigation of company ownership by inspector appointed by Director
765. Application of certain provisions to investigation of company ownership
766. Expenses of investigation of company ownership
767. Director's power to require information as to persons interested in shares or
debentures
768. Director may impose restrictions on shares
769. Director may lift restrictions imposed on shares under section 768
770. Director shall give notice of direction
771. Court may lift restrictions imposed on shares under section 768
772. Court may order sale of shares
773. Costs of applicant for order for sale of shares
774. Proceeds of sale following court ordered sale of shares
775. Continuance of certain restrictions
776. Offences in relation to shares that are subject to restrictions
777. Application of sections 768 to 776 to debentures
CHAPTER 4
Miscellaneous provisions
778. Power of Director to require company to produce books or documents
779. When Director may exercise power to require company to produce books or documents
780. Power of Director to require third party to produce books or documents
781. Saving in relation to section 780, etc. and corresponding amendments effected
to Act of 1990 by Companies (Amendment) Act 2009
782. Restriction on power of Director to require third party to produce certain books
or documents
783. Court may order third party to comply with requirement to produce books or documents
784. Powers ancillary to power to require production of books or documents
785. Offences in relation to requirement to produce books or documents
786. Expenses relating to examination of books or documents
787. Entry and search of premises
788. Supplemental provisions in relation to section 787(3) to
(5)
789. Offences in relation to entry and search of premises and provisions catering
for certain contingencies concerning designated officers
790. Restriction on disclosure of information, books or documents
791. Information, books or documents may be disclosed for certain purposes
792. Information, books or documents may be disclosed to competent authority
793. Offence of falsifying, concealing, destroying or otherwise disposing of document
or record
793A. Offence of obstructing, interfering with or impeding officer of Authority
794. Production and inspection of books or documents when offence suspected
795. Saving for privileged information
796. Assistance to company law authority
PART 14
COMPLIANCE AND ENFORCEMENT
CHAPTER 1
Compliance and protective orders
797. Court may order compliance by company or officer
798. Court may restrain directors and others from removing assets
CHAPTER 2
Disclosure orders
799. Interpretation (Chapter 2)
800. Court may make disclosure order
801. Types of disclosure order
802. Procedure on application for disclosure order
803. Scope of disclosure order
804. Interests in shares and debentures for purposes of section 803: general
805. Family and corporate interests
806. Share acquisition agreements — attribution of interests held by other parties
807. Particulars of interests referred to in section 806 to be given in compliance
with disclosure order
808. “Share acquisition agreement”— meaning
809. Supplemental power of court in relation to a share acquisition agreement
810. Court may grant exemption from requirements of disclosure order
811. Other powers of court in relation to disclosure orders
812. Notice of disclosure order
813. Information disclosed under order
814. Court may impose restrictions on publication of information provided
815. Right or interest in shares or debentures unenforceable by person in default
816. Court may grant relief from restriction on enforceability of right or interest
in shares or debentures
817. Dealing by agent in shares or debentures subject to disclosure order
CHAPTER 3
Restrictions on directors of insolvent companies
818. Interpretation and application (Chapter 3)
819. Declaration by court restricting director of insolvent company in being appointed
or acting as director etc.
820. Application for declaration of restriction
821. Liquidator shall inform court of jeopardy to other company or its creditors
822. Court may grant restricted person relief from restrictions
823. Register of restricted persons
824. Application of this Chapter to receivers
825. Restricted person shall give notice to company before accepting appointment or
acting as director or secretary
826. “Company that has a restricted person”— meaning of that expression in sections 827 to 834
827. Disapplication of certain provisions to company having a restricted person
828. Company having a restricted person may not acquire certain non-cash assets from
subscribers, etc. unless particular conditions satisfied
829. Supplemental provisions in relation to section 828
830. Relief from liability under section 828
831. Offence for contravention of section 828
832. Allotment of share not fully paid up by company that has a restricted person
833. Allotment of share not fully paid for in cash by company that has a restricted
person
834. Relief for company in respect of prohibited transaction
835. Power to vary amounts specified in section 819
(3)
836. Personal liability for debts of company subject to restriction
CHAPTER 4
Disqualification generally
837. Interpretation generally (Chapter 4)
838. Meaning of “disqualified” and “disqualification order”
839. Automatic disqualification on conviction of certain indictable offences
840. 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
842. Court may make disqualification order
843. Provisions relating to particular grounds for disqualification
844. Persons who may apply for disqualification order under section 842
845. Miscellaneous provisions relating to disqualification by court order
846. Costs and expenses of application
847. Court may grant relief to person subject to disqualification order
848. Disqualification of restricted person following subsequent winding up
CHAPTER 5
Disqualification and restriction undertakings
849. Definitions (Chapter 5)
850. Disqualification undertaking — initiation of procedure that provides person opportunity to submit to disqualification
851. Effect of delivery of notice under section 850, giving of disqualification undertaking
on foot thereof and related matters
852. Restriction undertaking — initiation of procedure that provides person opportunity to submit to restriction
853. Effect of delivery of notice under section 852, giving of restriction undertaking
on foot thereof and related matters
854. Regulations for the purposes of sections 850 to 853
CHAPTER 6
Enforcement in relation to disqualification and restriction
855. Offence of contravening disqualification order or restriction
856. Offence of acting under directions of person where directions given in contravention
of this Part
857. Period of disqualification following conviction of offence under this Chapter
858. Company may recover consideration
859. Person acting while disqualified or restricted liable for debts of company
860. Person acting under directions of disqualified person liable for debts of company
861. Relief from liability under section 858, 859 or 860
862. Court may require director to give certain information
863. Information to be supplied to Registrar
864. Register of disqualified persons
CHAPTER 7
Provisions relating to offences generally
865. Summary prosecutions
866. District court district within which summary proceedings may be brought
867. Period within which summary proceedings may be commenced
868. Prosecution of companies on indictment
869. Offences by body committed with consent of its officer
870. Further offence, where contravention continued after conviction for an offence,
and penalties for such offence
871. Categories 1 to 4 offences — penalties
872. Court may order that convicted person remedy breach
873. Notice by Director to remedy default
874. Special provisions applying where default in delivery of documents to Registrar
CHAPTER 8
Provision for enforcement of section 27(1) and additional general offences
875. Civil enforcement of prohibition on trading under misleading name
876. Offence of providing false information
877. Offence of destruction, mutilation or falsification of book or document
878. Offence of fraudulently parting with, altering or making omission in book or
document
CHAPTER 9
Evidential matters
879. Proof of certificate as to overseas incorporation
880. Proof of incorporation under overseas legislation
881. Admissibility in evidence of certain matters
882. Provision of information to juries
883. Certificate evidence
884. Documentary evidence
885. Saving for privileged communications in context of requirements under section
724
886. Statutory declaration made in foreign place
PART 15
FUNCTIONS OF REGISTRAR AND OF REGULATORY AND ADVISORY BODIES
CHAPTER 1
Registrar of Companies
887. Registration office, “register”, officers and CRO Gazette
888. Authentication of documents other than by signing or sealing them
888A. Cases in which director must supply certain data
888B. Information on composition of board of directors by reference
to gender
889. Fees
890. Annual report by Registrar
890A. Collection of certain data by Registrar
891. Inspection and production of documents kept by Registrar
892. Admissibility of certified copy or extract
893. Certificate by Registrar admissible as evidence of facts stated
894. Disposal of documents filed with Registrar
895. Registrar may apply system of information classification
896. Delivery to Registrar of documents in legible form
897. Delivery of documents in electronic form may be made mandatory
898. Registrar's notice that document does not comply
899. Supplementary and clarificatory provisions for section 898
899A. Function imposed on Registrar under section 930D
CHAPTER 2
Irish Auditing and Accounting Supervisory Authority
900. Interpretation (Chapter 2)
901. Continuance of designation of Irish Auditing and Accounting Supervisory Authority
and other transitional matters
902. Membership of Supervisory Authority
903. Amendment to memorandum or articles
904. Objects of Supervisory Authority
905. Functions of Supervisory Authority
906. General powers
907. Board of directors
908. Supplementary provisions in relation to board of directors
909. Chief executive officer (including provision of transitional nature)
910. Work programme
911. Annual programme of expenditure
912. Specification in annual programme of expenditure of amounts for reserve fund
913. Review of work programme
914. Funding
915. Application of money received by Supervisory Authority
916. Supervisory Authority may levy prescribed accountancy bodies
917. Supervisory Authority may levy certain companies and other undertakings
(Repealed)
918. Funding in respect of functions of Supervisory Authority under certain regulations
919. Reserve fund
920. Borrowing
921. Excess revenue
922. Employees (including provision of a transitional nature)
923. Director's obligations when material interest in arrangement, contract or agreement
with Supervisory Authority arises
924. Effect of breach of director's obligations in relation to material interest
925. Employee's duty of disclosure
926. Superannuation scheme
927. Accounts and audit
928. Annual report
929. Accountability to Dáil Éireann
930. Recognition of body of accountants
930A. Designation of competent authority
930B. Annual audit programme and activity report
930C. Operation of certain provisions with regard to particular recognised accountancy
bodies
930D. Conflicts of interest to be avoided
931. Provisions in relation to recognition by Supervisory Authority under section
930
931A. Investigation by disciplinary committees of prescribed accountancy bodies
931B. Provisions that apply when recognised accountancy body is not able to perform
Part 27 function
932. Consultation by Supervisory Authority regarding standards and qualifications
933. Intervention in disciplinary process of prescribed accountancy bodies
933A. Resolution of suspected non-compliance by agreement - relevant body
934. Investigation of possible breaches of standards of prescribed accountancy bodies
934A. Supplemental provisions to section 934 - certain specified persons
934AA. Interim direction required to protect public
934B. Immediate action required to protect public
934C. Sanctions which Supervisory Authority may impose on statutory auditor for relevant
contravention
934D. Relevant circumstances to be considered in imposing relevant sanctions on specified
person
934E. Resolution of suspected relevant contravention by agreement - specified person
934F. Publication of relevant sanction imposed on specified person, etc.
934G. Limitations on imposing monetary sanctions on specified person
934H. Specified person not to be liable to be penalised twice for same relevant contravention
934I. Reporting of relevant contraventions
935. Supplemental provisions in relation to section 934 (including as concerns its
relationship to provisions of 2010 Audits Regulations)
935A. Interpretation of sections 935A to 935D and 941A
(Repealed)
935B. Investigation of possible relevant contraventions
(Repealed)
935C. Sanctions which Supervisory Authority or Director of Corporate Enforcement may
impose
(Repealed)
935D. Publication of relevant sanction imposed, etc
(Repealed)
936. Review of members of recognised accountancy bodies
(Repealed)
936A. Review of members of recognised accountancy bodies
936B. Review of members of recognised accountancy bodies
937. Delegation of Supervisory Authority's functions
938. Hearings, privileges and procedural rules
939. Supervisory Authority's seal and instruments
940. Confidentiality of information
941. Appeals to and orders of the court, including orders confirming decisions of
Supervisory Authority
941A. Application to court to confirm decision to impose relevant sanction
(Repealed)
942. Liability of Supervisory Authority for acts, omissions, etc.
942A. Liability of prescribed body for acts, omissions etc.
943. Minister's power to make regulations for purposes of Chapter, etc.
944. Prior approval by Houses of Oireachtas required for certain regulations
CHAPTER 3
Director of Corporate Enforcement
945. Director of Corporate Enforcement
(Repealed)
946. Terms and conditions of appointment
(Repealed)
947. Removal, cessation or disqualification of Director
(Repealed)
948. Acting Director of Corporate Enforcement
(Repealed)
949. Functions of Director
(Repealed)
950. Superannuation
(Repealed)
951. Secondment to Director's office of member of Garda Síochána
(Repealed)
952. Delegation by Director
(Repealed)
953. Liability of Director or officer for acts and omissions
(Repealed)
954. Director's annual report
(Repealed)
955. Director shall report as required
(Repealed)
956. Confidentiality of information
(Repealed)
957. Disclosure of information to Director
(Repealed)
957A. Restriction of application of certain articles of Data Protection Regulation
(Repealed)
957AA. Definitions (sections 957A to 957I)
(Repealed)
957B. Provisions applicable where Director receives particulars, etc., from Supervisory
Authority concerning relevant contravention and relevant director
(Repealed)
957C. Sanctions which Director may impose on relevant director for certain conduct
(Repealed)
957D. Relevant circumstances to be considered in imposing relevant sanctions on relevant
director
(Repealed)
957E. Resolution of suspected certain conduct by agreement - relevant director
(Repealed)
957F. Publication of relevant sanction imposed on relevant director
(Repealed)
957G. Limitations on imposing monetary sanctions on relevant director
(Repealed)
957H. Relevant director not to be liable to be penalised twice for same conduct
(Repealed)
957I. Appeals to and orders of court, including orders
confirming decisions of Director
(Repealed)
CHAPTER 3A
Corporate Enforcement Authority
944A. Definitions (Chapter 3A)
944B. Establishment day
944C. Establishment of Corporate Enforcement Authority
944D. Functions of Authority
944E. Transfer of functions of Director to Authority
944F. Membership of Authority
944G. Appointment of chairperson of Authority
944H. Resignation, removal, disqualification of Member
944I. Acting Member
944J. Assignment and transfer of staff to Authority
944K. Staff of Authority, etc.
944L. Superannuation of Members
944M. Secondment to Authority of member of Garda Síochána
944N. Accountability of Authority to Committee of Public Accounts
944O. Accountability of Member to certain Oireachtas Committees
944P. Confidentiality of information
944Q. Disclosure of information to Authority
944R. Restriction of application of certain articles of Data Protection Regulation
944S. Transfer of rights and liabilities, and continuation of leases, licences and
permissions granted by office of Director
944T. Annual report
944U. Strategy statement and work programme
944V. Grants to Authority
944W. Liability of Authority for acts or omissions
944X. Accounts of Authority
944Y. Final annual report of Director
CHAPTER 3B
Investigation of director or former director of public-interest entity to find whether
such director has engaged in certain prohibited conduct, etc.
944Z. Definitions (sections 944Z to 944AH)
944AA. Provisions applicable where Authority receives particulars, etc., from Supervisory
Authority concerning relevant contravention and relevant director
944AB. Sanctions which Authority may impose on relevant director for certain conduct
944AC. Relevant circumstances to be considered in imposing relevant sanctions on relevant
director
944AD. Resolution of suspected certain conduct by agreement - relevant director
944AE. Publication of relevant sanction imposed on relevant director
944AF. Limitations on imposing monetary sanctions on relevant director
944AG. Relevant director not to be liable to be penalised twice for same conduct
944AH. Appeals to and orders of court, including orders confirming decisions of Authority
CHAPTER 4
Company Law Review Group
958. Company Law Review Group
959. Functions of Review Group
960. Membership of Review Group
961. Meetings and business of Review Group
962. Annual report and provision of information to Minister
PART 16
DESIGNATED ACTIVITY COMPANIES
CHAPTER 1
Preliminary and definitions
963. Definitions (Part 16)
964. Application of Parts 1 to 14 to DACs
CHAPTER 2
Incorporation and consequential matters
965. Way of forming a DAC and the 2 types of DAC
966. DAC to carry on activity in the State
967. The form of a DAC's constitution
968. Supplemental provisions in relation to constitution
969. Provisions as to names of DACs
970. Trading under a misleading name
971. Power to dispense with “designated activity company” or Irish equivalent in name of charitable and other companies
972. Capacity of a DAC
973. Capacity not limited by a DAC's constitution
974. Alteration of objects clause by special resolution
975. Supplemental provisions in relation to section 974
976. Restriction of section 32(1) in relation to a DAC limited by guarantee
977. Alteration of articles by special resolution
978. Power to alter provisions in memorandum which could have been contained in articles
CHAPTER 3
Share capital
979. Status of existing guarantee company, having a share capital
980. Transitional provision — use of “limited” or “teoranta” by existing guarantee company, having a share capital
981. Limitation on offers by DACs of securities to the public
982. Variation of rights attached to special classes of shares
983. Application of section 114 in relation to DACs
984. Uncertificated transfer of securities
CHAPTER 3A
Dematerialisation of applicable securities
984A. Interpretation
984B. Application of Chapter
984C. Abolition of certificates in respect of applicable securities
984D. Transfer of applicable securities of DAC
984E. Disapplication of certain provisions to applicable securities
984F. Disapplication of requirement for certificate in respect of applicable securities
984G. Representation of applicable securities
CHAPTER 4
Corporate governance
985. Directors
986. Limitation on number of directorships
987. Membership of DAC limited by guarantee confined to shareholders
988. DAC, with 2 or more members, may not dispense with holding a.g.m.
989. Application of section 193 in relation to a DAC
990. Application of section 194 in relation to a DAC
CHAPTER 5
Financial statements, annual return and audit
991. Non-application of Part 6 to DACs that are credit institutions or insurance undertakings
992. Requirement for corporate governance statement and modification of certain provisions
of Parts 5 and 6 as they apply to DACs
993. Modification of definition of “IAS Regulation” in the Case of DACs
994. Application of sections 297, 350 and 362 to a DAC
(Repealed)
995. Disclosures by DAC that is a credit institution
996. Exemption from filing with Registrar financial statements, etc.
CHAPTER 6
Liability of contributories in winding up
997. Liability as contributories of past and present members and provision concerning
winding up after certain re-registration
CHAPTER 7
Examinerships
998. Petitions for examinerships
CHAPTER 7A
Winding Up
998A. Application of Chapter 7 of Part 11 to DACs
CHAPTER 8
Public offers of securities, prevention of market abuse, etc.
999. Application of Chapters 1, 2 and 4 of Part 23 to DACs
PART 17
PUBLIC LIMITED COMPANIES
CHAPTER 1
Preliminary and definitions
1000. Interpretation (Part 17)
1001. Investment company to be a PLC but non-application of this Part to that company
type
1002. Application of Parts 1 to 14 to PLCs
1003. Societas Europaea to be regarded as PLC
CHAPTER 2
Incorporation and consequential matters
1004. Way of forming a PLC
1005. PLC to carry on activity in the State
1006. The form of a PLC's constitution
1007. Supplemental provisions in relation to constitution and continuance in force
of existing memorandum and articles
1008. Provisions as to names of PLCs
1009. Trading under a misleading name
1010. Restriction on commencement of business by a PLC
1011. Capacity of a PLC
1012. Capacity not limited by a PLC's constitution
1013. Alteration of objects clause by special resolution
1014. Supplemental provisions in relation to section 1013
1015. Alteration of articles by special resolution
1016. Power to alter provisions in memorandum which could have been contained in articles
1017. Official seal for sealing securities
1018. Status of existing PLC
CHAPTER 3
Share capital
1019. Provisions as to shares transferable by delivery (general prohibition and provision
for certain letters of allotment)
1020. Capacity to make public offers of securities
1021. Allotment of shares and other securities
1022. Pre-emption rights
1023. Interpretation and supplemental provisions in relation to section 1022
1024. Status of authority to allot shares conferred prior to company's re-registration
as a PLC
1025. Subscription of share capital
1026. Payment for allotted shares
1027. Payment of non-cash consideration
1028. Expert's report on non-cash consideration before allotment of shares
1029. Supplemental provisions in relation to section 1028
1030. Expert's report: supplemental provisions in relation to section 1028
1031. Dispensation from section 1028 — certain securities or money-market instruments constituting consideration for allotment
1032. Dispensation from section 1028 — consideration for allotment other than securities and money-market instruments referred
to in section 1031
1033. Dispensation from section 1028: cases in which consideration for allotment falls
into both section 1031 and section 1032
1034. Expert's report on non-cash assets acquired from subscribers, etc.
1035. Supplemental provisions in relation to section 1034
1036. Relief
1037. Special provisions as to issue of shares to subscribers
1038. Enforceability of undertakings made in contravention of certain provisions of
Chapter
1039. Adaptation of section 102(1) and (2) in relation to a PLC
1040. Treatment of own shares held by or on behalf of a PLC
1041. Supplemental provisions in relation to section 1040 (including definition of
“relevant period”)
1042. Charges taken by PLC on own shares
1043. Application of certain provisions of section 82(6) in relation to PLCs
1044. Variation of rights attached to special classes of shares
1045. Restriction on transfer of shares
CHAPTER 4
Interests in shares: disclosure of individual and group acquisitions
1046. Purpose of Chapter
1047. Interpretation and supplemental (Chapter 4)
1048. Duty of disclosure — first class of case in which duty arises
1049. Notifiable interest
1050. Duty of disclosure — second class of case in which duty arises
1051. “Percentage level” in relation to notifiable interests
1052. The notifiable percentage
1053. Particulars to be contained in notification
1054. Notification of family and corporate interests
1055. “Share acquisition agreement”— meaning
1056. Duties of disclosure arising in consequence of section 1055
1057. Duty of persons acting together to keep each other informed
1058. Interest in shares by attribution
1059. Interest in shares that are notifiable interests for purposes of Chapter
1060. Enforcement of notification obligation
1061. Individual and group acquisitions register
1062. Company investigations concerning interests in shares
1063. Registration of interest disclosed under section 1062
1064. Company investigations on requisition by members
1065. Company reports on investigation
1066. Penalty for failure to provide information
1067. Removal of entries from register
1068. Entries, when not to be removed
1069. Where register to be kept, inspection of register, inspection of reports, etc.
1070. Duty of PLC to notify authorised market operator
CHAPTER 5
Acquisition of own shares and certain acquisitions by subsidiaries
1071. Additional (general) provisions relating to acquisition by PLCs of own shares
1072. “Market purchase”, “overseas market purchase” and “off-market purchase”
1073. Authority for PLC's purchase of own shares
1074. Market purchase of own shares
1075. Off-market purchase of own shares
1076. Assignment or release of company's right to purchase own shares
1077. Relationship of certain acquisition provisions to those in PART 3
1078. Off-market re-allotment of treasury shares by PLC
1079. Return to be made to Registrar under section 116
(1)
1080. Duty of PLC to publish particulars of overseas market purchase
1081. Duty of PLC to notify authorised market operator
CHAPTER 6
Distribution by a PLC
1082. Restriction on distribution of assets
1083. Relevant financial statements in the case of distribution by PLC
1084. Limitation on reduction by a PLC of its company capital
CHAPTER 7
Uncertificated securities
1085. Transfer in writing
1086. Power to make regulations for the transfer of securities
1087. Supplemental provisions in relation to section 1086
CHAPTER 7A
Uncertificated securities of relevant issuers
1087A. Interpretation
1087B. Share certificates
1087C. Written instrument of transfer
1087D. Alternative special majority for Schemes of Arrangement
1087E. Disapplication of additional requirement
1087F. Irrevocable power of attorney
1087G. Record date for participation and voting in general meeting
1087H. Definition of subsidiary
CHAPTER 7B
Dematerialisation of applicable securities
1087I. Interpretation
1087J. Application of Chapter
1087K. Abolition of certificates in respect of applicable securities
1087L. Transfer of applicable securities
1087M. Restrictions on transfer of applicable securities
1087N. Disapplication of certain provisions to applicable securities
1087O. Disapplication of requirement for certificate in respect of applicable securities
1087P. Representation of applicable securities
CHAPTER 8
Corporate governance
1088. Number of directors of a PLC
1089. PLC, with 2 or more members, may not dispense with holding of a.g.m.
1090. Rotation of directors
1091. Modification of section 149(8)'s operation where public or local offer co-incides
with change among directors
1092. Remuneration of directors
1093. Application of section 193 in relation to PLC
1094. Provisions consequent on participation by PLC in system for uncertificated transfer
of securities
1095. Attendance and voting at meetings
1096. Notice of meetings
1097. Application of section 167 to PLC that is not a public-interest entity under
S.I. No. 220 of 2010
1098. Length of notice of general meetings to be given
1098A. Application of section 176A in relation to PLCs
1099. Additional rights of shareholders in certain PLCs (provisions implementing Shareholders'
Rights Directive 2007/36/EC)
1100. Equality of treatment of shareholders
1101. Requisitioning of general meeting by members — modification of section 178
(3)
1102. Length of notice of general meetings to be given by traded PLC
1102A. Modification of application of section 325(1) to traded PLC
1103. Additional provisions concerning notice under section 181 by a traded PLC
1104. Right to put items on the agenda of the general meeting and to table draft resolutions
1105. Requirements for participation and voting in general meeting
1106. Participation in general meeting by electronic means
1107. Right to ask questions
1108. Provisions concerning appointment of proxies
1109. Traded PLC may permit vote to be cast in advance by correspondence
1110. Voting results
CHAPTER 8A
Rights of shareholders
1110A. Interpretation, application and commencement (Chapter 8A)
1110B. Identification of shareholders
1110C. Transmission of information
1110D. Facilitation of exercise of shareholder rights
1110E. Non-discrimination, proportionality and transparency of costs
CHAPTER 8B
Transparency of institutional investors, asset managers and proxy advisors
1110F. Interpretation and application (Chapter 8B)
1110G. Engagement policy - institutional investors
1110H. Engagement policy - asset managers
1110I. Investment strategy of institutional investors and arrangements with asset
managers
1110J. Transparency of asset managers
1110K. Transparency of proxy advisors
CHAPTER 8C
Remuneration policy, remuneration report and transparency and approval of related
party transactions
1110L. Interpretation and application (Chapter 8C)
1110M. Right to vote on remuneration policy
1110N. Remuneration report
1110O. Transparency and approval of related party transactions
CHAPTER 8D
Offences and penalties
1110P. Offences and penalties
CHAPTER 9
Duties of directors and other officers
1111. Obligation to convene extraordinary general meeting in event of serious loss
of capital
1112. Qualifications of secretary of a PLC
CHAPTER 10
Financial statements, annual return and audit
1113. Voting by director in respect of certain matters: prohibition and exceptions
thereto
1114. Non-application of Part 6 to PLCs that are credit institutions or insurance
undertakings
1115. Requirement for corporate governance statement and modification of certain provisions
of Parts 5 and 6 as they apply to PLCs
1116. Modification of definition of “IAS Regulation” in the case PLCs
1116A. Modification of definition of “ineligible entities” in case of PLCs
1117. Obligation for a PLC's statutory financial statements to be audited
1118. Statutory auditors' report on revised financial statements and revised report
1119. Summary financial statements and circulation of them to members in lieu of full
financial statements
1120. Application of sections 310 to 313
CHAPTER 11
Debentures
1121. Provisions as to register of debenture holders
CHAPTER 12
Examinerships
1122. Petitions for examinerships
CHAPTER 12A
Winding Up
1122A. Application of Chapter 7 of Part 11 to PLCs
CHAPTER 13
Reorganisations
1123. Acquisitions of uncertificated securities from dissenting shareholders
CHAPTER 14
Strike off and restoration
1124. Power of Registrar to strike PLC off register
1125. Reinstatement as PLC confined to company which had such status before dissolution
CHAPTER 15
Investigations
1126. Inspectors — minimum number of members that may apply for their appointment in the case of a PLC
CHAPTER 16
Mergers
1127. Interpretation (Chapter 16)
1128. Requirement for Chapter to apply
1129. Mergers to which Chapter applies — definitions and supplementary provision
1130. Merger may not be put into effect save in accordance with this Chapter
1131. Common draft terms of merger
1132. Directors' explanatory report
1133. Expert's report
1134. Merger financial statement
1135. Registration and publication of documents
1136. Inspection of documents
1137. General meetings of merging companies
1138. Electronic means of making certain information available for purposes of section
1137
1139. Meetings of classes of shareholders
1140. Purchase of minority shares
1141. Application for confirmation of merger by court
1142. Protection of creditors
1143. Preservation of rights of holders of securities
1144. Confirmation order
1145. Certain provisions not to apply where court so orders
1146. Registration and publication of confirmation of merger
1147. Civil liability of directors and experts
1148. Criminal liability for untrue statements in merger documents
CHAPTER 17
Divisions
1149. Interpretation (Chapter 17)
1150. Requirements for Chapter to apply
1151. Divisions to which this Chapter applies — definitions and supplementary provisions
1152. Division may not be put into effect save under and in accordance with this Chapter
1153. Common draft terms of division
1154. Directors' explanatory report
1155. Expert's report
1156. Division financial statement
1157. Registration and publication of documents
1158. Inspection of documents
1159. General meetings of companies involved in a division
1160. Electronic means of making certain information available for purposes of section
1159
1161. Meetings of classes of shareholders
1162. Purchase of minority shares
1163. Application for confirmation of division by court
1164. Protection of creditors and allocation of liabilities
1165. Preservation of rights of holders of securities
1166. Confirmation order
1167. Certain provisions not to apply where court so orders
1168. Registration and publication of confirmation of division
1169. Civil liability of directors and experts
1170. Criminal liability for untrue statements in division documents
CHAPTER 18
Public offers of securities, prevention of market abuse, etc.
1171. Application of Chapters 1, 2 and 4 of Part 23 to PLCs
PART 18
GUARANTEE COMPANIES
CHAPTER 1
Preliminary and definitions
1172. Definitions (Part 18)
1173. Application of Parts 1 to 14 to CLGs
CHAPTER 2
Incorporation and consequential matters
1174. Way of forming a CLG
1175. CLG to carry on activity in the State
1176. The form of a CLG's constitution
1177. Supplemental provisions in relation to constitution and continuance in force
of existing memorandum and articles
1178. Provisions as to names of CLGs
1179. Trading under a misleading name
1180. Power to dispense with “company limited by guarantee” or Irish equivalent in name of charitable and other companies
1181. Prohibition on certain provisions in constitution, etc. and issuing of shares
1182. Capacity of a CLG
1183. Capacity not limited by a CLG's constitution
1184. Alteration of objects clause by special resolution
1185. Supplemental provisions in relation to section 1184
1186. Restriction of section 32(1) in relation to CLGs
1187. Alteration of articles by special resolution
1188. Power to alter provisions in memorandum which could have been contained in articles
1189. Status of existing guarantee company
1190. Transitional provision — use of “limited” or “teoranta” by existing guarantee company
CHAPTER 3
Share capital
1191. Limitation on offers by CLGs of securities to the public
1192. Application of section 114 in relation to CLGs
1193. Uncertificated transfer of securities
1193A. Application of Chapter 3A of Part 16 to CLGs
CHAPTER 4
Corporate governance
1194. Directors
1195. Limitation on number of directorships
1196. Rotation of directors
1197. Remunerat1ion of directors
1198. Removal of directors
1199. Membership
1200. Personation of member: offence
1201. Register of members
1202. CLG, with 2 or more members, may not dispense with holding of a.g.m.
1203. Convening of extraordinary general meeting on requisition
1204. Persons entitled to notice of general meetings
1204A. Disapplication of section 181(5)(d) in respect of certain CLGs
1205. Proxies
1206. Votes of members
1207. Right to demand a poll
1208. Application of section 193 in relation to a CLG
1209. Application of section 198 in relation to a CLG
1210. Application of Chapter 5 of Part 5 to a CLG
CHAPTER 5
Financial statements, annual return and audit
1211. Non-application of Part 6 to CLGs that are credit institutions or insurance
undertakings
1212. Requirement for corporate governance statement and modification of certain provisions
of Parts 5 and 6 as they apply to CLGs
1213. Modification of definition of “IAS Regulation” in the case of CLGs
1214. Application of section 297 to a CLG
(Repealed)
1215. Disclosures by CLG that is credit institution
1216. Disclosure of membership changes in CLG's financial statements
1217. Disapplication of sections 325(1)(c) and 329 to a CLG
1218. Application of sections 334, 350 and 362 to a CLG
1219. Qualification of section 338 in the case of a CLG
1220. Exemption from filing with Registrar financial statements, etc.
1221. Application of section 392 to a CLG
1222. Application of section 393 to a CLG
CHAPTER 6
Liability of contributories in winding up
1223. Liability as contributories of past and present members and provision concerning
winding up after certain re-registration
CHAPTER 7
Examinerships
1224. Petitions for examinerships
CHAPTER 8
Investigations
1225. Application of section 747(2) to CLGs
CHAPTER 9
Public offers of securities, prevention of market abuse, etc.
1226. Application of Chapters 1, 2 and 4 of Part 23 to CLGs
PART 19
UNLIMITED COMPANIES
CHAPTER 1
Preliminary and definitions
1227. Interpretation (Part 19)
1228. Three types of unlimited company and uniform words to be affixed to name
1229. References to unlimited company to mean ULC, PUC or PULC
1230. Application of Parts 1 to 14 to unlimited companies
CHAPTER 2
Incorporation and consequential matters
1231. Way of forming an unlimited company
1232. Unlimited company to carry on activity in the State
1233. The form of the constitution of an ULC or PUC
1234. The form of the constitution of a PULC
1235. Supplemental provisions in relation to constitution referred to in section 1233
or 1234 and continuance in force of existing memorandum and articles
1236. Effect of registration
1237. Provisions as to names of unlimited companies
1238. Trading under a misleading name
1239. Capacity of an unlimited company
1240. Capacity not limited by the constitution of an unlimited company
1241. Alteration of objects clause by special resolution
1242. Supplemental provisions in relation to section 1241
1243. Application of section 1018 to PUCs and PULCs
1244. Alteration of articles by special resolution
1245. Power to alter provisions in memorandum which could have been contained in articles
1246. Status of existing unlimited company
1247. Transitional provision — omission of “unlimited company” or “cuideachta neamhtheoranta” by existing unlimited company
CHAPTER 3
Share capital
1248. Application of section 68 to PUCs and PULCs
1249. Authority to allot and pre-emption rights in the case of a PUC
1250. Variation of rights attached to special classes of shares
1251. Variation of company capital
1252. Reduction of company capital
1253. Application of section 94 to ULCs and PUCs
1254. Application of section 114 in relation to PULCs
1255. Making of distributions unrestricted in the case of unlimited companies
1256. Uncertificated transfer of securities
CHAPTER 4
Corporate governance
1257. Directors
1258. Limitation on number of directorships
1259. Membership of a PULC
1260. Personation of member: offence
1261. Register of members
1262. Unlimited company, with 2 or more members, may not dispense with holding of
a.g.m.
1263. Application of section 193 in relation to an unlimited company
1263A. Application of Chapter 3A of Part 16 to PUCs and PULCs
CHAPTER 5
Financial statements, annual return and audit
1264. Definitions (Chapter 5)
1265. Non-application of Part 6 to unlimited companies that are credit institutions
or insurance undertakings
1266. Requirement for corporate governance statement and modification of certain provisions
of Parts 5 and 6 as they apply to PUCs and PULCs
1267. Modification of definition of “IAS regulation” in the case of PUCs and PULCs
1267A. Modification of definition of “ineligible entities” in case of PUCs and PULCs
1268. Application of section 297 to a PULC
(Repealed)
1269. Disclosures by unlimited company that is a credit institution
1270. Disclosure of membership changes in PULC’s financial statements
1271. Disapplication of sections 325(1)(c) and 329 to a PULC
1272. Application of section 362 to an ULC and obligation on other unlimited companies
to have their financial statements audited
1273. Qualification of section 338 in the case of a PULC
1274. No requirement to deliver financial statements, etc., with annual return in
the case of certain ULCs
1274A. Non application of Part 26 to certain ULCs
1275. Application of section 392 to a PULC
1276. Application of section 393 to a PULC
1277. Documents to be annexed to annual return of non-designated ULC
CHAPTER 6
Winding up
1278. Liability as contributories of past and present members
1279. Payment of debts due by contributory to the unlimited company and extent to
which set-off allowed
CHAPTER 7
Examinerships
1280. Petitions for examinerships
CHAPTER 7A
Winding Up
1280A. Application of Chapter 7 of Part 11 to unlimited companies
CHAPTER 8
Investigations
1281. Application of section 747(2) to PUCs and PULCs
CHAPTER 9
Public offers of securities, market abuse, etc.
1282. Application of Chapters 1, 2 and 4 of Part 23 to PUCs and PULCs
PART 20
RE-REGISTRATION
CHAPTER 1
Interpretation
1283. Interpretation (Part 20)
CHAPTER 2
General provisions as to re-registration
1284. Company may re-register as another company type
1285. Procedure generally for re-registration
1286. Additional statements required of company that is to have a share capital on
its re-registration
1287. PLC's resolution to re-register as a private company limited by shares or DAC
may be cancelled by court
1288. Re-registration upon reduction of company capital of a PLC
CHAPTER 3
Special requirements for re-registration
1289. What this Chapter does and references to relevant Chapter 2 requirements
1290. Particular requirements for re-registration as a private company limited by
shares
1291. Particular requirements for re-registration of company as a PLC
1292. Requirements as to share capital of a company applying to re-register as a PLC
1293. Shares allotted by company applying to re-register as PLC between balance sheet
date and passing of special resolution
1294. Application of certain other provisions of Part 17 on allotments to a company
that passed resolution for re-registration
1295. Power of unlimited company to provide for reserve share capital on re-registration
1296. Particular requirements for re-registration of limited company as unlimited
1297. Particular requirements for re-registration of company as a CLG
1298. Particular requirements for re-registration of company as a DAC limited by shares
1299. Particular requirements for re-registration of company as a DAC limited by guarantee
PART 21
EXTERNAL COMPANIES
CHAPTER 1
Preliminary
1300. Interpretation (Part 21)
1301. Application to external companies of certain provisions of Parts 1 to 14
CHAPTER 2
Filing obligations of external companies
1302. Filing obligations of EEA company
1303. Accounting documents to be filed by EEA company
1304. Filing obligations of non-EEA company
1305. Accounting documents to be filed by non-EEA company
1306. Return of capital by non-EEA company
CHAPTER 3
Disclosure in certain business documents and translation of documents
1307. Disclosure on letters and order forms
1308. Notice of delivery to be published in CRO Gazette
1309. Translation of documents
CHAPTER 4
Service of documents
1310. Service of documents
CHAPTER 5
Compliance
1311. Duty of securing compliance with this Part
PART 22
UNREGISTERED COMPANIES AND JOINT STOCK COMPANIES
CHAPTER 1
Application of Act to unregistered companies
1312. Application of certain provisions of Act to unregistered companies
1313. Minister's power to make regulations in relation to Schedule 14
CHAPTER 2
Registration of certain bodies (other than joint stock companies) as companies
1314. Definitions (Chapter 2)
1315. Registration as a company of body to which section 1312(1) applies
1316. Requirements for registration under this Chapter as company
1317. Particular requirements for registration of body corporate as a PLC
1318. Requirements as to share capital of body corporate applying to register as a
PLC
1319. Shares allotted by body corporate applying to register as PLC between balance
sheet date and passing of registration resolution
1320. Application of certain other provisions of Part 17 on allotments to a body that
passed resolution for registration as a PLC
1321. Regulations for special cases
1322. Change of name for purposes of registration
1323. Registration and its effects
1324. Supplemental provisions in relation to section 1323
1325. Consequential repeals
CHAPTER 3
Winding up of unregistered company
1326. Chapter 3 — construction of expression “unregistered company”
1327. Restriction of this Chapter
1328. Winding up of unregistered companies
1329. Cases in which unregistered company shall be deemed to be unable to pay its
debts
1330. Contributories in winding up of unregistered company
1331. Power of court to stay or restrain proceedings
1332. Actions stayed on winding-up order
1333. Provisions of this Chapter to be cumulative
CHAPTER 4
Provisions concerning companies registered, but not formed, under former Acts and
certain other existing companies
1334. Application of Act to companies registered but not formed under former Companies
Acts
1335. Application of Act to unlimited companies re-registered as limited companies
under certain former enactments
1336. Provisions as to companies registered under Joint Stock Companies Acts
CHAPTER 5
Registration of joint stock companies under this Act
1337. Interpretation (Chapter 5)
1338. Companies capable of being registered
1339. Requirements for registration of joint stock companies
1340. Verifications of lists of members and directors of company for purposes of registration
1341. Registrar may require evidence as to nature of company
1342. Addition of “limited” or “teoranta”, etc. to name
1343. Certificate of registration of existing company
1344. Effects of registration under this Chapter
1345. Power to substitute memorandum and articles for deed of settlement
1346. Power of court to stay or restrain proceedings
1347. Actions stayed on winding-up order
PART 23
PUBLIC OFFERS OF SECURITIES, FINANCIAL REPORTING BY TRADED COMPANIES, PREVENTION OF
MARKET ABUSE, ETC.
CHAPTER 1
Public offers of securities
1348. Interpretation (Chapter 1)
1349. Civil liability for misstatements in prospectus
1350. Exceptions and exemptions
1351. Restriction of liability where non-equity securities solely involved
1352. Indemnification of certain persons
1353. Expert's consent to issue of prospectus containing statement by him or her
1354. Regulations (Chapter 1)
1355. Saver for existing Prospectus Regulations
1356. Penalties on conviction on indictment and defences in respect of certain offences
1357. Untrue statements and omissions in prospectus: criminal liability
1358. Requirements about minimum subscriptions, matters to be stated in offer documentation
in that regard, etc.
1359. Supplemental provisions in relation to section 1358
1360. Further supplemental provisions in relation to section 1358: effect of irregular
allotment
1361. Local offers
1362. Exclusion of Investment Intermediaries Act 1995
1363. Power to make certain rules and issue guidelines
1364. Certain agreements void
CHAPTER 2
Market abuse
1365. Interpretation (Chapter 2)
1366. Regulations (Chapter 2)
(Repealed)
1367. Saver for existing Market Abuse Regulations
(Repealed)
1368. Conviction on indictment of offences under Irish market abuse law: penalties
1369. Civil liability for certain breaches of Irish market abuse law
1370. Supplementary rules, etc., by competent authority
1371. Application of Irish market abuse law to certain markets
CHAPTER 3
Requirement for corporate governance statement and application of certain provisions
of Parts 5 and 6 where company is a traded company
1372. Definition (Chapter 3)
1373. Corporate governance statement in the case of a traded company
1374. Application of section 225 to a traded company
1375. Application of sections 279 and 280 to a traded company excluded
1376. Application of sections 290(7)(b), 293 and 362 to a traded company
1377. Certain exemptions from consolidation of financial statements not available
to traded company
1378. DAC or CLG that is a traded company may not file abridged financial statements
CHAPTER 4
Transparency requirements regarding issuers of securities admitted to trading on certain
markets
1379. Interpretation (Chapter 4)
1380. Power to make certain regulations (Chapter 4)
1381. Saver for existing Transparency Regulations
1382. Conviction on indictment of offences under transparency (regulated markets)
law
1383. Supplementary rules, etc. by competent authority
1384. Application of transparency (regulated markets) law to certain markets
CHAPTER 5
Application of section 393 to a company to which Part 23 applies
1384A. Application of section 393 to a company to which Part 23 applies
PART 24
INVESTMENT COMPANIES
CHAPTER 1
Preliminary and interpretation
1385. Interpretation (Part 24)
1386. Definition of “investment company” and construction of references to nominal value of shares, etc.
1387. Application of Parts 1 to 14 to investment companies
1388. Application of Part 17 to investment companies
1389. Adaptation of certain provisions of UCITS Regulations
CHAPTER 2
Incorporation and registration
1390. Way of forming an investment company
1391. Investment company to carry on activity in the State
1392. The form of an investment company's constitution
1393. Supplemental provisions in relation to constitution and continuance in force
of existing memorandum and articles
1394. Status of existing investment company
1395. Authorisation by Central Bank
1396. Powers of Central Bank
1397. Default of investment company or failure in performance of its investments
CHAPTER 3
Share capital
1398. Power of company to purchase own shares
1399. Treatment of purchased shares
CHAPTER 4
Financial statements
1400. Statutory financial statements
1400A. Modification of definition of “ineligible entities” in case of investment companies
1401. Requirement for corporate governance statement and modification of certain provisions
of Parts 5 and 6 as they apply to investment companies
1401A. Filing of financial statements by investment company
CHAPTER 5
Winding up
1402. Circumstances in which company may be wound up by the court
CHAPTER 6
Restoration
1403. Restoration by the court
CHAPTER 7
Public offers of securities, prevention of market abuse, etc.
1404. Application of Chapters 1, 2 and 4 of Part 23 to investment companies
CHAPTER 8
Umbrella funds and sub-funds
1405. Segregated liability of investment company sub-funds
1406. Requirements to be complied with by, and other matters respecting, an umbrella
fund to which section 1405(1) applies
1407. Further matters respecting an umbrella fund to which section 1405(1) applies
CHAPTER 9
Migration of funds
1408. Definitions (Chapter 9)
1409. “Registration documents”— meaning
1410. Continuation of foreign investment company
1411. Supplemental provisions in relation to section 1410
1412. Definitions for the purposes of de-registration provisions contained in sections
1413 and 1414
1413. De-registration of companies when continued under the law of place outside the
State
1414. Supplemental provisions in relation to section 1413
1415. Statutory declaration as to solvency
PART 25
MISCELLANEOUS
CHAPTER 1
Provisions concerning foreign insolvency proceedings (including those covered by the
Insolvency Regulation)
1416. Preliminary and interpretation (Chapter 1)
1417. Recognition of winding up orders of non-European Union states and Denmark
1418. Purpose of sections 1419 to 1428
1419. Registration of judgments given in insolvency proceedings
1420. Publication in relation to insolvency proceedings outside State
1421. Registration of insolvency judgments
1422. Enforcement in State of insolvency judgments
1423. Interest on insolvency judgments and payment of costs
1424. Currency of payments under enforceable insolvency judgments
1425. Preservation measures
1426. Venue
1427. Language of claims in relation to insolvency proceedings outside State
1428. Non-recognition or non-enforcement of judgments
CHAPTER 1A
Provisions concerning bank recovery and resolution
1428A. Priority of payments in a winding up
CHAPTER 2
Other miscellaneous provisions
1429. Deemed consent to disclosure with respect to interest in shares or debentures
acquired
1430. Extension of Chapter 1 of Part 9 to any company liable to be wound up
1431. Application of sections 113 to 115 to bodies corporate generally
1432. Saving for enactments providing for winding up under certain former Companies
Acts
1433. Application of section 405 to every type of company and society
1434. Restriction of section 58 of the Solicitors Act 1954
1435. Prohibition of partnerships with more than 20 members
1436. Prohibition of banking partnership with more than 10 members
1437. Signing of statutory financial statements in case of credit institution registered
after 15 August 1879
1438. Audit by Comptroller and Auditor General of companies not trading for gain
1439. Application of sections 1402 and 1403 to companies that are UCITS
1440. Relationship between Chapters 1 and 2 of Part 9 and Irish Takeover Panel Act
1997
1441. Eligibility to act as public auditor
(Repealed)
1442. Certain captive insurers and re-insurers: exemption from requirement to have
audit committee
1443. Assurance company holding shares in its holding company
1444. Realised profits of assurance companies
1445. Amendment of section 30 of Multi-Unit Developments Act 2011
1446. Provision as to names of companies formed pursuant to statute
1447. Disapplication of section 7 of Official Languages Act 2003
1448. Provision in respect of certain discretion afforded by Commission Decision 2011/30/
EU
(Repealed)
PART 26
PAYMENTS TO GOVERNMENTS
CHAPTER 1
Preliminary
1449. Interpretation
CHAPTER 2
Obligation to prepare payment reports
1450. Obligation to prepare entity report on payments to governments
1451. Obligation to prepare a consolidated payment report
CHAPTER 3
Content of payment reports
1452. Content of entity payment report
1453. Content of consolidated payment report
CHAPTER 4
Payment reports: Exemptions and exclusions
1454. Exemption from preparation where certain payments included in consolidated payment
report of holding company or higher holding undertaking
1455. Exemption from preparation where company is subject to equivalent reporting
requirements
1456. Exemption from preparation where holding undertaking or higher holding undertaking
is subject to equivalent reporting requirements
1457. Certain undertakings exempt from inclusion in a consolidated payment report
CHAPTER 5
Approval and signing of payment reports
1458. Approval and signing of entity payment reports and consolidated payment reports
CHAPTER 6
Publication of payment reports
1459. Delivery of copy of entity payment reports and consolidated payment reports
to Registrar
1460. Delivery of copy of entity payment reports and consolidated payment reports
prepared under equivalent reporting requirements to Registrar
PART 27
STATUTORY AUDITS
CHAPTER 1
Preliminary and Interpretation
1461. Interpretation (Part 27 and Schedules 19 and 20)
1462. Savings
1463. Application
CHAPTER 2
Approval of statutory auditors and audit firms
1464. Applications for approval, general principle as to good repute, etc.
1465. Basis on which audit firms approved in other Member States may carry out audits
in State
1466. Restriction as to persons who may carry out statutory audits
1467. Restriction on acting as statutory auditor
1468. Restriction on acting as statutory audit firm
1469. Offence for contravening section 1466, 1467, or 1468
1470. Conditions for approval as statutory auditor
1471. Transitional provisions applicable to certain deemed approvals under Regulation
44 of 2016 Audits Regulations
1472. Appropriate qualification for purpose of section 1470(a)
1473. Conditions for approval as statutory audit firm
1474. Powers of Director
1475. Evidence in prosecutions under section 1474
CHAPTER 3
Aptitude Test
1476. Aptitude test to be passed
1477. Scope of aptitude test
1478. Adequate standards to be applied in administration of aptitude test
CHAPTER 4
Withdrawal of Approval
1479. Grounds for mandatory withdrawal of approval in case of statutory auditor
1480. Grounds for mandatory withdrawal in case of statutory audit firm
1481. Appeals against withdrawal of approval
1482. Certain persons to be notified of withdrawal of approval
1483. Other persons to be notified of withdrawal of approval
CHAPTER 5
Public Register
1484. Public Register
1485. Notification of information to Registrar
1486. Prohibition on certain acts unless registered
1487. Obligation of statutory auditor or audit firm to notify certain information
1488. Public Register
CHAPTER 6
Standards for statutory auditors
1489. Continuing education
1490. Professional ethics
1491. Independence, objectivity and professional scepticism
1492. Standards for purposes of sections 1489 to 1491
1493. Arrangements for enforcement of standards
CHAPTER 7
Quality assurance
1494. Quality assurance by Supervisory Authority of statutory audit of public-interest
entities and third-country auditors, etc.
1495. System of quality assurance to be put in place
1496. Organisation of quality assurance system
1497. Quality assurance review deemed to include individual auditors in certain cases
1498. Right of recognised accountancy body as regards professional discipline
CHAPTER 8
Investigations and sanctions
1499. System of investigation and penalties
1500. Privileges, etc.
1501. Duty of each recognised accountancy body with regard to sanctions
1502. Scope of penalties and publicity in relation to their imposition
CHAPTER 9
Actions to be taken after decision by recognised accountancy body that statutory auditor
or audit firm of public-interest entity has committed relevant contravention
1503. Definitions (Chapter 9)
1504. Initial actions to be taken after decision by recognised accountancy body that
statutory auditor or audit firm of public-interest entity has committed relevant contravention
1505. Appeal against relevant decision
1506. Sanctions which Supervisory Authority may impose on specified person
1507. Relevant circumstances to be considered in imposing relevant sanctions on specified
person
1508. Publication of relevant sanction imposed on specified person, etc.
1509. Limitations on imposing monetary sanctions on specified person
1510. Specified person not to be liable to be penalised twice for same relevant contravention
1511. Appeals to and orders of High Court, including orders confirming relevant decisions
of Supervisory Authority
CHAPTER 10
Appointment of statutory auditors or audit firms
1512. Prohibition of contractual clauses restricting choice of auditors
1513. Selection procedures for statutory auditors or audit firms by public-interest
entities
1514. Appointment of statutory auditors or audit firms by public-interest entities
- informing the Supervisory Authority
1515. Removal of statutory auditors or audit firms by public-interest entities - supplementary
provisions
1516. Directors’ report to include date of last appointment of statutory auditor or audit firm
CHAPTER 11
Confidentiality and professional secrecy
1517. Rules of confidentiality to apply
1518. Supplemental provisions in relation to section 1517
1519. Saving
1520. Rules of confidentiality in relation to entities in third countries
1521. Incoming statutory auditor or audit firm to be afforded access to information
1522. Access by recognised accountancy body to audit documents
1523. Access by Supervisory Authority to information and documents held by recognised
accountancy bodies or relevant persons
1524. Professional privilege
1525. No liability for acts done in compliance with obligations imposed by relevant
provisions
CHAPTER 12
Auditing standards and audit reporting
1526. Auditing standards to be applied
1527. Audit of group accounts - responsibility of group auditor
1528. Further responsibility of group auditor
1529. Additional report to audit committee
1530. Auditors’ reporting obligations under Article 12 of Regulation (EU) No 537/2014
CHAPTER 13
Record keeping
1531. Record keeping
CHAPTER 14
Objectivity
1532. Future viability
CHAPTER 15
Independence
1533. Requirement for independence - general
1534. Professional scepticism
1535. Prohibited relationships - specific provisions to secure independence
1536. Prohibited relationships - financial or beneficial interest
1537. Prohibited relationships - mergers and acquisitions
1538. Threats to independence and other information to be recorded
1539. Preparation for statutory audit and assessment of threats to independence
1540. Non-intervention by certain persons in execution of audit
1541. Internal organisation of statutory auditors and audit firms
1542. Organisation of work of statutory auditors and audit firms
1543. Organisation of work of statutory auditors and audit firms - audit files
1544. Restrictions with regard to fees
1545. Restrictions with regard to fees exemption on exceptional basis
1546. Rotation of key audit partner in cases of public-interest entities
1547. Moratorium on taking up certain positions in audited undertakings or public-interest
entities
1548. Rotation of statutory auditor and audit firms in case of public-interest entities
- extension
1549. Rotation - reports by statutory auditor and audit firm in case of public-interest
entities
1550. Provision of certain prohibited non-audit services by auditors of public-interest
entities
CHAPTER 16
Audit committees
1551. Audit committees for public-interest entities
CHAPTER 17
Cooperation with other Member States
1552. Cooperation with other Member States
1553. Specific requirements with regard to cooperation
1554. Confidentiality of information
1555. Supplemental provisions in relation to section 1554
1556. Obligation to supply information required for certain purposes and saving concerning
confidential information
1557. Obligation of Supervisory Authority or recognised accountancy body to gather
information
1558. Application of section 1554 to certain information
1559. Requesting authority to be notified if its request not complied with
1560. Grounds for refusing request for information
1561. Use to which information may be put
1562. Counterpart authority to be notified of non-compliance with Audit Directive
and Regulation (EU) No 537/2014
1563. Counterpart authority may be requested to carry out investigation
1564. Duty of Supervisory Authority or recognised accountancy body to take certain
action
1565. Due consideration to be given to counterpart authority’s request for investigation
1566. Grounds for refusing request for investigation
CHAPTER 18
Mutual recognition of regulatory arrangements between Member States
1567. Mutual recognition of regulatory arrangements between Member States
CHAPTER 19
Transfer of audit working papers, etc., to third-country competent authorities
1568. Transfer of audit documentation to third-country competent authority
1569. Derogation from section 1568 in exceptional cases
1570. Particulars of working arrangements to be notified
1571. Joint inspections
CHAPTER 20
International aspects
1572. Approval of third-country auditor
CHAPTER 21
Registration and oversight of third-country auditors and third-country audit entities
1573. Registration of third-country auditors and third-country audit entities
1574. Exemption from quality assurance
1575. Removal of third-country auditor or third-country audit entity registered in
accordance with section 1573 from public register
1576. Audit by non-registered auditor or audit entity - consequence
1577. Conditions for registration of third-country auditor or third-country audit
entity
1578. Supervisory Authority may assess matter of equivalence for purposes of section
1577(2)(c)
1579. Certain fees chargeable by Supervisory Authority
1580. Exemptions in case of equivalence
1581. Investigations and sanctions
CHAPTER 22
Savings for disciplinary proceedings in being
1582. Savings for disciplinary proceedings in being - 2010 Audits Regulations
1583. Savings for disciplinary proceedings in being - 2016 Audits Regulations
1584. Savings for disciplinary proceedings in being - prescribed accountancy bodies
PART 28
SUSTAINABILITY REPORTING
CHAPTER 1
Preliminary and General
1585. Interpretation – Part 28
1586. Definition of "applicable company"
1587. Application of Part
1588. Non-application to certain financial products and undertakings
CHAPTER 2
Sustainability Reporting
1589. Key intangible resources
1590. Sustainability reporting
1591. Consultation with employees’ representatives
1592. Derogation from section 1590 for certain applicable companies
1593. Deemed compliance with section 327(3)(b)
1594. Exemption from section 1590 for certain subsidiaries
1595. Conditions to be met for exemption in section 1594
1596. Consolidated sustainability reporting
1597. Consultation with employees’ representatives
1598. Exemption from section 1596 for certain subsidiaries
1599. Conditions for exemption in section 1598
1600. Single electronic reporting format of directors’ report of applicable companies
1601. Documents to be annexed to annual return: applicable companies
CHAPTER 3
Sustainability Reporting Concerning Third-Country Undertakings
1602. Interpretation – Chapter 3
1603. Sustainability reporting for applicable subsidiaries and applicable branches
1604. Documents to be annexed to annual return: applicable subsidiaries
1605. Documents to be delivered to Registrar: applicable branches
1606. Responsibility for drawing-up, publishing and making accessible sustainability
reports concerning third-country undertakings
1607. Transitional provisions
CHAPTER 4
Assurance of Sustainability Reporting
1608. Interpretation (Chapter 4)
1609. Appointment of statutory auditor for purposes of carrying out assurance of sustainability
reporting
1610. Assurance standards to be applied
1611. Organisation of work of statutory auditors and audit firms when carrying out
assurance of sustainability reporting
1612. Organisation of work of statutory auditors and audit firms - assurance files
1613. Assurance report on sustainability reporting
1614. Assurance of consolidated sustainability reporting
1615. Further responsibility of group auditor in relation to assurance of sustainability
reporting
1616. Audit committees for public-interest entities – responsibilities in relation
to assurance of sustainability reporting
1617. Resolution for accredited third party to prepare report on certain elements
of sustainability reporting
1618. Prohibited non-audit services in case of assurance of sustainability reporting
of public-interest entity
1619. Restrictions with regard to fees
1620. Confidentiality and professional secrecy
1621. Independence, objectivity and professional scepticism
1622. Irregularities
1623. Removal or resignation of statutory auditors from carrying out assurance of
sustainability reporting
1624. Removal of statutory auditors from carrying out assurance of sustainability
reporting of public-interest entities
1625. Notification to Supervisory Authority of certain matters regarding cessation
of office
CHAPTER 5
Approval to carry out assurance of sustainability reporting
1626. Approval to carry out assurance of sustainability reporting
1627. Conditions for approval to carry out assurance of sustainability reporting as
statutory auditor
1628. Appropriate qualification for purpose of section 1627(a)
1629. Aptitude test to be passed
1630. Scope of aptitude test
1631. Adequate standards to be applied in administration of aptitude test
1632. Conditions for approval to carry out assurance of sustainability reporting as
a statutory audit firm
1633. Basis on which audit firms approved in other Member States may carry out assurance
of sustainability reporting in State
1634. Restriction as to persons who may carry out assurance of sustainability reporting
1635. Transitional provisions relating to approval of certain statutory auditors
1636. Public register
1637. Notification of information to Registrar
1638. Continuing education
1639. Withdrawal of approval under this Part
CHAPTER 6
Approval and registration of third-country auditors for purposes of carrying out assurance
of sustainability reporting
1640. Approval of third-country auditors to carry out assurance of sustainability
reporting
1641. Registration of third-country audit firms and third-country audit entities for
assurance of sustainability reporting
CHAPTER 7
Quality assurance and oversight of statutory auditors carrying out assurance of sustainability
reporting
1642. System of quality assurance
1643. Organisation of quality assurance system
1644. Quality assurance review deemed to include individual auditors in certain cases
1645. Right of recognised accountancy body as regards professional discipline
1646. System of investigation and penalties
1647. Co-operation and mutual recognition of regulatory arrangements between Member
States
1648. Transfer of assurance working papers etc. to third-country competent authorities
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 3A
ACCOUNTING PRINCIPLES, FORM AND CONTENT OF ENTITY FINANCIAL STATEMENTS OF A COMPANY
QUALIFYING FOR THE SMALL COMPANIES REGIME
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 3B
ACCOUNTING PRINCIPLES, FORM AND CONTENT OF FINANCIAL STATEMENTS OF A COMPANY QUALIFYING
FOR THE MICRO COMPANIES REGIME
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
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 4A
ACCOUNTING PRINCIPLES, FORM AND CONTENT OF GROUP FINANCIAL STATEMENTS FOR COMPANIES
SUBJECT TO THE SMALL COMPANIES REGIME
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
PART V
MISCELLANEOUS MATTERS
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
SCHEDULE 18
TABLE OF ACTIVITIES RELEVANT TO THE DEFINITIONS OF "LOGGING UNDERTAKING" AND "MINING
OR QUARRYING UNDERTAKING" IN SECTION 1449
SCHEDULE 19
STANDARDS RELATING TO TRAINING AND QUALIFICATIONS FOR APPROVAL OF INDIVIDUAL AS STATUTORY
AUDITOR
SCHEDULE 20
INFORMATION REQUIRED, BY CHAPTER 5 OF PART 27, TO BE SUPPLIED AND ENTERED IN A PUBLIC
REGISTER
SCHEDULE 21
SECTION 1110O
SCHEDULE 22
CORPORATE ENFORCEMENT AUTHORITY
SCHEDULE 23
STANDARDS RELATING TO TRAINING AND QUALIFICATIONS FOR APPROVAL TO CARRY OUT ASSURANCE
OF SUSTAINABILITY REPORTING
SCHEDULE 24
ADDITIONAL INFORMATION REQUIRED TO BE SUPPLIED AND ENTERED IN PUBLIC REGISTER
Acts Referred to
Arbitration Act 2010
(No. 1)
Assurance Companies Act 1909
(9 Edw. 7. c. 42)
Bank Act 1892
(56 Vic. c. 48.)
Bank Notes (Ireland) Act 1864
(28 Vic. c. 78)
Bank of Ireland Act 1781
(22 Geo. III, c. 16)
Bank of Ireland Act 1791
(Geo. III, c. 22)
Bank of Ireland Act 1797
(Geo. III, c. 50)
Bank of Ireland Act 1808
(Geo. III, c. 103)
Bank of Ireland Act 1821
(Geo. IV, c. 72)
Bank of Ireland Act 1860
(24 Vic. c. 31)
Bank of Ireland Act 1929
(No. 4 (Private))
Bank of Ireland Act 1935
(No. 1 (Private))
Bank of Ireland Charter Amendment Act 1872
(36 Vic. c. 5)
Bankers' (Ireland) Act 1845
(Vic. c. 37)
Bankruptcy Act 1988
(No. 27)
Building Societies Act 1989
(No. 17)
Capital Acquisitions Tax Consolidation Act 2003
(No. 1)
Capital Gains Tax Acts
Central Bank Act 1942
(No. 22)
Central Bank Act 1971
(No. 24)
Central Bank Act 1989
(No. 16)
Central Bank Acts 1942 to 2010
Central Bank and Financial Services Authority of Ireland Act 2003
(No. 12)
Central Bank Reform Act 2010
(No. 23)
Charities Act 1961
(No. 17)
Charities Act 2009
(No. 6)
Chartered Companies Act 1837
(1 Vic. c. 73)
Civil Liability Act 1961
(No. 41)
Civil Partnership and Certain Rights and Obligations of Cohabitants Act 2010
(No. 24)
Civil Service Regulation Acts 1956 to 2005
Commissions of Investigation Act 2004
(No. 23)
Committees of the Houses of the Oireachtas (Compellability, Privileges and Immunities
of Witnesses) Act 1997
(No. 17)
Companies (Accounting) Act 2017
(No. 9)
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 (Amendment) Act 2017
(No. 13)
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
REVISED
Updated to 15 July 2025
An Act to consolidate, with amendments, certain enactments relating to companies and
to provide for related matters.
[23
rd December,
2014]
Be it enacted by the Oireachtas as follows
Annotations
Modifications (not altering text)
C1
Application of Act restricted by
Gas Regulation Act 2013
(39/2013), s. 6(3) as substituted (1.06.2024) by
Gas (Amendment) and Miscellaneous Provisions Act 2024
(11/2024), s. 20(b), S.I. No. 208 of 2024.
Memorandum and articles of association of network company
[6.
...
(3) Notwithstanding anything contained in the Companies Act 2014, no alteration of
the constitution of the network company shall be valid or effectual unless made with
the prior approval of the majority shareholding Minister given with the consent of
the Minister for Public Expenditure, National Development Plan Delivery and Reform.
]
C2
Application of Act restricted (22.12.2022) by
Air Navigation and Transport Act 2022
(40/2022), ss. 17(3), 18, S.I. No. 741 of 2022.
Articles of association
17.
...
(3) A director of the IANS to whom
subsection (2) (d)
applies shall, by virtue of this subsection and notwithstanding anything contained
in the Act of 1993 or the Act of 2014, cease to be a director of the IAA immediately
upon the date on which his or her appointment as a director of the IANS takes effect.
Restriction on alteration of memorandum or articles of association
18.
Notwithstanding anything contained in the Act of 2014, an alteration in the memorandum
of association or articles of association of the IANS or of a subsidiary shall not
be valid or effectual unless made with the prior approval of the Minister given with
the consent of the Minister for Public Expenditure and Reform.
C3
Application of Act restricted (31.03.2022) by
Land Development Agency Act 2021
(26/2021), s. 33(3), (4), S.I. No. 143 of 2022.
Establishment of subsidiary DAC
33.
...
(3) Notwithstanding anything contained in the Companies Act, any alteration of the
constitution of a subsidiary DAC shall not be valid or effectual unless made with
the prior approval of the Minister and the Minister for Public Expenditure and Reform.
(4) Subsections (1) to (3) of section 969 of the Companies Act shall not apply to
a subsidiary DAC.
C4
Application of Act restricted (15.12.2021) by
Land Development Agency Act 2021
(26/2021), s. 13(2), S.I. No. 712 of 2021.
Constitution of Agency
13.
(1) The constitution of the Agency shall be in such form, consistent with the Companies
Act and with this Act, as may be approved by the Minister and the Minister for Public
Expenditure and Reform.
(2) Notwithstanding anything contained in the Companies Act, any alteration of the
constitution of the Agency shall not be valid or effectual unless made with the prior
approval of the Minister and the Minister for Public Expenditure and Reform.
C5
Application of Act restricted (5.12.2018) by
Home Building Finance Ireland Act 2018
(28/2018), s. 5(2), S.I. No. 518 of 2018.
Constitution of HBFI
5.
(1) The constitution of HBFI shall be in such form, consistent with this Act, as
may be approved by the Minister.
(2) Notwithstanding anything contained in the Companies Act, an alteration of the
constitution of HBFI shall not be valid or effectual unless made with the prior approval
of the Minister.
C6
Application of Act restricted (3.01.2018) by
European Union (Markets in Financial Instruments) Regulations 2017
(S.I. No. 375 of 2017), reg. 148(4), in effect as per reg. 1(2).
Winding up of investment firm or market operator by Court
148. ...
(4) Where an investment firm or the operator of a regulated market is being wound
up voluntarily and the Bank has reason to believe that any of the grounds set out
in paragraph (2) are applicable, then, the Bank may, notwithstanding section 569 of
the Companies Act 2014 or any other provision of that Act, apply to the Court to have
an order made that an investment firm or market operator be wound up under Chapter
2 of Part 11 of that Act and the Court may make such an order accordingly.
...
C7
Application of Act restricted (1.01.2016) by
European Union (Insurance and Reinsurance) Regulations 2015
(S.I. No. 485 of 2015), regs. 285 to 293 as provided by reg. 271(2).
Adoption of reorganisation measures — applicable law
271. ...
(2) Reorganisation measures adopted in respect of an insurance undertaking, including
its branches in other Member States, are governed by the Act of 2014 and the Insurance
Acts, as appropriate, unless otherwise provided by Regulations 285 to 293.
...
C8
Application of Act restricted (1.01.2016) by
European Union (Insurance and Reinsurance) Regulations 2015
(S.I. No. 485 of 2015), regs. 285 to 293 as provided by reg. 275(3).
Commencement of winding-up proceedings
275. ...
(3) Winding-up proceedings in respect of an insurance undertaking, including its branches
in other Member States, are governed by the Act of 2014 and the Insurance Acts, as
appropriate, unless otherwise provided by Regulations 285 to 293.
C9
Application of Act restricted (25.12.2015) by
Harbours Act 2015
(61/2015), s. 14, commenced on enactment.
Restriction on alteration of memorandum or articles of association of transferred
company
14. Notwithstanding anything contained in the Companies Act 2014, no alteration made
on or from the company transfer day in the memorandum and articles of association
of a transferred company or of any subsidiary shall be valid or effectual unless made
with the prior approval of the local authority chief executive concerned.
C10
Application of Act restricted (15.07.2015) by
European Union (Bank Recovery and Resolution) Regulations 2015
(S.I. No. 289 of 2015), regs. 76(1)(a), (2)(i) and 119, in effect as per reg. 1(2).
Effect of transfer by resolution order in relation to securities.
76. (1) On and after a transfer under a resolution order or a capital instruments
order, or a transfer having effect in the State in accordance with Regulation 126
in relation to property referred to in paragraph (3)(d) or (e) of Regulation 75, or
a security referred to in subparagraph (f) of that paragraph, transferred by the relevant
order or in accordance with Regulation 126—
(a) notwithstanding any provision of an Act referred to in paragraph (2) or any other
Act that provides for the registration of assets or security, or any details of assets
or security, a recipient is not required to become registered as owner of the security,
...
(d) where the resolution order effects an extension of, or in relation to the security
so as to include future advances by or future liabilities to the recipient, the extension
or inclusion need not be registered under any Act referred to in paragraph (2) under
which it would otherwise be required to be registered but operates for the purposes
of those Acts as if made by deed duly registered under that Act on the time of the
transfer.
(2) The Acts referred to in paragraph (1)(a) and (d) are the following: ...
(i) the Act of 2014.
...
Effect of special management.
119. (1) While an institution under resolution is under special management—
(a) that institution shall not convene or hold any general meeting other than where
the special manager so directs,
(b) the rights and powers of shareholders and members under any enactment or contract
stand suspended and are not exercisable,
(c) section 212 of the Act of 2014 does not apply, and
(d) no derivative action may be brought in respect of that institution under resolution.
(2) The special management of the institution under resolution has effect notwithstanding
anything in—
(a) the Act of 1989, the Act of 2014 or the Central Bank Acts 1942 to 2014,
(b) any other rule of law or equity,
(c) any code of practice made under an enactment,
...
C11
References construed (24.06.2015) by
European Union (Credit Institutions: Financial Statements) Regulations 2015
(S.I. No. 266 of 2015), reg. 3, in effect as per reg. 1(2).
Application of Part 6 of Principal Act to credit institutions
3. (1) The provisions of Part 6 of the Principal Act shall apply to a credit institution
except to the extent that they are disapplied or modified by these Regulations.
(2) A reference in the Principal Act to any provision of Part 6 of that Act shall
be construed, for the purposes of its application to a credit institution, as a reference
to that provision as applied by these Regulations.
(3) A reference in Part 6 of the Principal Act to Schedule 3 to that Act shall be
construed, for the purposes of its application to a credit institution, as a reference
to Schedule 1 to these Regulations.
(4) A reference in Part 6 of the Principal Act to Schedule 4 to that Act shall be
construed, for the purposes of its application to a credit institution, as a reference
to Schedule 2 to these Regulations.
C12
References construed (17.06.2015) by
European Union (Insurance Undertakings: Financial Statements) Regulations 2015
(S.I. No. 262 of 2015), reg. 3, in effect as per reg. 1(2).
Application of Part 6 of Principal Act to insurance undertakings
3. (1) The provisions of Part 6 of the Principal Act shall apply to an insurance undertaking
except to the extent that they are disapplied or modified by these Regulations.
(2) A reference in the Principal Act to any provision of Part 6 of that Act shall
be construed, for the purposes of its application to an insurance undertaking, as
a reference to that provision as applied by these Regulations.
(3) A reference in Part 6 of the Principal Act to Schedule 3 to that Act shall be
construed, for the purposes of its application to an insurance undertaking, as a reference
to Schedule 1 to these Regulations.
(4) A reference in Part 6 of the Principal Act to Schedule 4 to that Act shall be
construed, for the purposes of its application to an insurance undertaking, as a reference
to Schedule 2 to these Regulations.
C13
Application of Act restricted (29.03.2013) by
Water Services Act 2013
(6/2013), s. 6(3), S.I. No. 108 of 2013, as substituted (1.01.2023) by
Water Services (Amendment) Act 2022
(39/2022), s. 10(c), S.I. No. 678 of 2022.
Memorandum and articles of association of subsidiary.
6. ...
[
(3) Notwithstanding anything contained in the Act of 2014, no alteration of the constitution
of Uisce Éireann shall be valid or effectual unless made with the prior approval of
the Minister and the Minister for Public Expenditure and Reform.
]
Editorial Notes
E1
Power pursuant to numerous sections exercised (1.06.2015) by
Companies Act 2014 (Forms) Regulations 2015
(S.I. No. 147 of 2015), in effect as per reg. 1(2).
Annotations
Modifications (not altering text)
C1
Application of Act restricted by
Gas Regulation Act 2013
(39/2013), s. 6(3) as substituted (1.06.2024) by
Gas (Amendment) and Miscellaneous Provisions Act 2024
(11/2024), s. 20(b), S.I. No. 208 of 2024.
Memorandum and articles of association of network company
[6.
...
(3) Notwithstanding anything contained in the Companies Act 2014, no alteration of
the constitution of the network company shall be valid or effectual unless made with
the prior approval of the majority shareholding Minister given with the consent of
the Minister for Public Expenditure, National Development Plan Delivery and Reform.
]
C2
Application of Act restricted (22.12.2022) by
Air Navigation and Transport Act 2022
(40/2022), ss. 17(3), 18, S.I. No. 741 of 2022.
Articles of association
17.
...
(3) A director of the IANS to whom
subsection (2) (d)
applies shall, by virtue of this subsection and notwithstanding anything contained
in the Act of 1993 or the Act of 2014, cease to be a director of the IAA immediately
upon the date on which his or her appointment as a director of the IANS takes effect.
Restriction on alteration of memorandum or articles of association
18.
Notwithstanding anything contained in the Act of 2014, an alteration in the memorandum
of association or articles of association of the IANS or of a subsidiary shall not
be valid or effectual unless made with the prior approval of the Minister given with
the consent of the Minister for Public Expenditure and Reform.
C3
Application of Act restricted (31.03.2022) by
Land Development Agency Act 2021
(26/2021), s. 33(3), (4), S.I. No. 143 of 2022.
Establishment of subsidiary DAC
33.
...
(3) Notwithstanding anything contained in the Companies Act, any alteration of the
constitution of a subsidiary DAC shall not be valid or effectual unless made with
the prior approval of the Minister and the Minister for Public Expenditure and Reform.
(4) Subsections (1) to (3) of section 969 of the Companies Act shall not apply to
a subsidiary DAC.
C4
Application of Act restricted (15.12.2021) by
Land Development Agency Act 2021
(26/2021), s. 13(2), S.I. No. 712 of 2021.
Constitution of Agency
13.
(1) The constitution of the Agency shall be in such form, consistent with the Companies
Act and with this Act, as may be approved by the Minister and the Minister for Public
Expenditure and Reform.
(2) Notwithstanding anything contained in the Companies Act, any alteration of the
constitution of the Agency shall not be valid or effectual unless made with the prior
approval of the Minister and the Minister for Public Expenditure and Reform.
C5
Application of Act restricted (5.12.2018) by
Home Building Finance Ireland Act 2018
(28/2018), s. 5(2), S.I. No. 518 of 2018.
Constitution of HBFI
5.
(1) The constitution of HBFI shall be in such form, consistent with this Act, as
may be approved by the Minister.
(2) Notwithstanding anything contained in the Companies Act, an alteration of the
constitution of HBFI shall not be valid or effectual unless made with the prior approval
of the Minister.
C6
Application of Act restricted (3.01.2018) by
European Union (Markets in Financial Instruments) Regulations 2017
(S.I. No. 375 of 2017), reg. 148(4), in effect as per reg. 1(2).
Winding up of investment firm or market operator by Court
148. ...
(4) Where an investment firm or the operator of a regulated market is being wound
up voluntarily and the Bank has reason to believe that any of the grounds set out
in paragraph (2) are applicable, then, the Bank may, notwithstanding section 569 of
the Companies Act 2014 or any other provision of that Act, apply to the Court to have
an order made that an investment firm or market operator be wound up under Chapter
2 of Part 11 of that Act and the Court may make such an order accordingly.
...
C7
Application of Act restricted (1.01.2016) by
European Union (Insurance and Reinsurance) Regulations 2015
(S.I. No. 485 of 2015), regs. 285 to 293 as provided by reg. 271(2).
Adoption of reorganisation measures — applicable law
271. ...
(2) Reorganisation measures adopted in respect of an insurance undertaking, including
its branches in other Member States, are governed by the Act of 2014 and the Insurance
Acts, as appropriate, unless otherwise provided by Regulations 285 to 293.
...
C8
Application of Act restricted (1.01.2016) by
European Union (Insurance and Reinsurance) Regulations 2015
(S.I. No. 485 of 2015), regs. 285 to 293 as provided by reg. 275(3).
Commencement of winding-up proceedings
275. ...
(3) Winding-up proceedings in respect of an insurance undertaking, including its branches
in other Member States, are governed by the Act of 2014 and the Insurance Acts, as
appropriate, unless otherwise provided by Regulations 285 to 293.
C9
Application of Act restricted (25.12.2015) by
Harbours Act 2015
(61/2015), s. 14, commenced on enactment.
Restriction on alteration of memorandum or articles of association of transferred
company
14. Notwithstanding anything contained in the Companies Act 2014, no alteration made
on or from the company transfer day in the memorandum and articles of association
of a transferred company or of any subsidiary shall be valid or effectual unless made
with the prior approval of the local authority chief executive concerned.
C10
Application of Act restricted (15.07.2015) by
European Union (Bank Recovery and Resolution) Regulations 2015
(S.I. No. 289 of 2015), regs. 76(1)(a), (2)(i) and 119, in effect as per reg. 1(2).
Effect of transfer by resolution order in relation to securities.
76. (1) On and after a transfer under a resolution order or a capital instruments
order, or a transfer having effect in the State in accordance with Regulation 126
in relation to property referred to in paragraph (3)(d) or (e) of Regulation 75, or
a security referred to in subparagraph (f) of that paragraph, transferred by the relevant
order or in accordance with Regulation 126—
(a) notwithstanding any provision of an Act referred to in paragraph (2) or any other
Act that provides for the registration of assets or security, or any details of assets
or security, a recipient is not required to become registered as owner of the security,
...
(d) where the resolution order effects an extension of, or in relation to the security
so as to include future advances by or future liabilities to the recipient, the extension
or inclusion need not be registered under any Act referred to in paragraph (2) under
which it would otherwise be required to be registered but operates for the purposes
of those Acts as if made by deed duly registered under that Act on the time of the
transfer.
(2) The Acts referred to in paragraph (1)(a) and (d) are the following: ...
(i) the Act of 2014.
...
Effect of special management.
119. (1) While an institution under resolution is under special management—
(a) that institution shall not convene or hold any general meeting other than where
the special manager so directs,
(b) the rights and powers of shareholders and members under any enactment or contract
stand suspended and are not exercisable,
(c) section 212 of the Act of 2014 does not apply, and
(d) no derivative action may be brought in respect of that institution under resolution.
(2) The special management of the institution under resolution has effect notwithstanding
anything in—
(a) the Act of 1989, the Act of 2014 or the Central Bank Acts 1942 to 2014,
(b) any other rule of law or equity,
(c) any code of practice made under an enactment,
...
C11
References construed (24.06.2015) by
European Union (Credit Institutions: Financial Statements) Regulations 2015
(S.I. No. 266 of 2015), reg. 3, in effect as per reg. 1(2).
Application of Part 6 of Principal Act to credit institutions
3. (1) The provisions of Part 6 of the Principal Act shall apply to a credit institution
except to the extent that they are disapplied or modified by these Regulations.
(2) A reference in the Principal Act to any provision of Part 6 of that Act shall
be construed, for the purposes of its application to a credit institution, as a reference
to that provision as applied by these Regulations.
(3) A reference in Part 6 of the Principal Act to Schedule 3 to that Act shall be
construed, for the purposes of its application to a credit institution, as a reference
to Schedule 1 to these Regulations.
(4) A reference in Part 6 of the Principal Act to Schedule 4 to that Act shall be
construed, for the purposes of its application to a credit institution, as a reference
to Schedule 2 to these Regulations.
C12
References construed (17.06.2015) by
European Union (Insurance Undertakings: Financial Statements) Regulations 2015
(S.I. No. 262 of 2015), reg. 3, in effect as per reg. 1(2).
Application of Part 6 of Principal Act to insurance undertakings
3. (1) The provisions of Part 6 of the Principal Act shall apply to an insurance undertaking
except to the extent that they are disapplied or modified by these Regulations.
(2) A reference in the Principal Act to any provision of Part 6 of that Act shall
be construed, for the purposes of its application to an insurance undertaking, as
a reference to that provision as applied by these Regulations.
(3) A reference in Part 6 of the Principal Act to Schedule 3 to that Act shall be
construed, for the purposes of its application to an insurance undertaking, as a reference
to Schedule 1 to these Regulations.
(4) A reference in Part 6 of the Principal Act to Schedule 4 to that Act shall be
construed, for the purposes of its application to an insurance undertaking, as a reference
to Schedule 2 to these Regulations.
C13
Application of Act restricted (29.03.2013) by
Water Services Act 2013
(6/2013), s. 6(3), S.I. No. 108 of 2013, as substituted (1.01.2023) by
Water Services (Amendment) Act 2022
(39/2022), s. 10(c), S.I. No. 678 of 2022.
Memorandum and articles of association of subsidiary.
6. ...
[
(3) Notwithstanding anything contained in the Act of 2014, no alteration of the constitution
of Uisce Éireann shall be valid or effectual unless made with the prior approval of
the Minister and the Minister for Public Expenditure and Reform.
]
Editorial Notes
E1
Power pursuant to numerous sections exercised (1.06.2015) by
Companies Act 2014 (Forms) Regulations 2015
(S.I. No. 147 of 2015), in effect as per reg. 1(2).
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
12A. Extension of interim period
(Repealed)
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
43A. Execution of instruments consisting of several documents in
like form
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
50A. Registrar may request evidence of situation of registered office
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
74. Supplementary provisions in relation to sections 72 and 73
75. Restriction of section 71(5) in the case of shares allotted in return for acquisition
of issued shares of body corporate
76. Treatment of premiums paid on shares issued before a certain date
77. Calls on shares
78. Supplemental provisions in relation to calls
79. Further provisions about calls (different times and amounts of calls)
80. Lien
81. Forfeiture of shares
82. Financial assistance for acquisition of shares
CHAPTER 4
Variation in capital
83. Variation of company capital
84. Reduction in company capital
85. Application to court for confirming order, objections by creditors and settlement
of list of such creditors
86. Registration of order and minute of reduction
87. Liability of members in respect of reduced calls
88. Variation of rights attached to special classes of shares
89. Rights of holders of special classes of shares
90. Registration of particulars of special rights
91. Variation of company capital on reorganisation
92. Notice to Registrar of certain alterations of share capital
93. Notice of increase of share capital
CHAPTER 5
Transfer of shares
94. Transfer of shares and debentures
95. Restrictions on transfer
96. Transmission of shares
97. Transmission of shares in special circumstances (including cases of mergers)
98. Certification of shares
99. Share certificates
100. Rectification of dealings in shares
101. Personation of shareholder: offence
CHAPTER 5A
Dematerialisation of applicable securities
101A. Interpretation and application
101B. Abolition of certificates in respect of applicable securities
101C. Transfer of applicable securities of company
101D. Disapplication of certain provisions to applicable securities
101E. Disapplication of requirement for certificate in respect of applicable securities
101F. Representation of applicable securities
CHAPTER 6
Acquisition of own shares
102. Company acquiring its own shares, etc. — permissible circumstances and prohibitions
103. Supplemental provisions in relation to section 102
104. Shares of a company held by a nominee of a company
105. Acquisition of own shares
106. Supplemental provisions in relation to section 105
107. Assignment or release of company's right to purchase own shares
108. Power to redeem preference shares issued before 5 May 1959
109. Treasury shares
110. Incidental payments with respect to acquisition of own shares
111. Effect of company's failure to redeem or purchase
112. Retention and inspection of documents
113. Membership of holding company
114. Holding by subsidiary of shares in its holding company
115. Civil liability for improper purchase in holding company
116. Return to be made to Registrar
CHAPTER 7
Distributions
117. Profits available for distribution
118. Prohibition on pre-acquisition profits or losses being treated in holding company's
financial statements as profits available for distribution
119. Distributions in kind: determination of amount
120. Development costs shown as asset of company to be set off against company's distribution
profits
121. The relevant financial statements
122. Consequences of making unlawful distribution
123. Meaning of “distribution”, “capitalisation”, etc., and supplemental provisions
124. Procedures for declarations, payments, etc., of dividends and other things
125. Supplemental provisions in relation to section 124
126. Bonus issues
PART 4
CORPORATE GOVERNANCE
CHAPTER 1
Preliminary
127. Access to documents during business hours
CHAPTER 2
Directors and secretaries
128. Directors
129. Secretaries
130. Prohibition of body corporate or unincorporated body of persons being director
131. Prohibition of minor being director or secretary
132. Prohibition of undischarged bankrupt being director or secretary or otherwise
involved in company
133. Examination as to solvency status
134. Performance of acts by person in dual capacity as director and secretary not
permitted
135. Validity of acts of director or secretary
136. Share qualifications of directors
137. Company to have director resident in an EEA state
138. Supplemental provisions concerning bond referred to in section 137
(2)
139. Notification requirement as regards non-residency of director
140. Exception to section 137 — companies having real and continuous link with economic activity in State
141. Provisions for determining whether director resident in State
142. Limitation on number of directorships
143. Sanctions for contravention of section 142 and supplemental provisions
144. Appointment of director
145. Appointment of directors to be voted on individually
146. Removal of directors
147. Compensation for wrongful termination, other powers of removal not affected by
section 146
148. Vacation of office
149. Register of directors and secretaries
150. Supplemental provisions (including offences) in relation to section 149
151. Particulars to be shown on all business letters of company
152. Entitlement to notify Registrar of changes in directors and secretaries if section
149(8) contravened
153. Provisions as to assignment of office by directors
CHAPTER 3
Service contracts and remuneration
154. Copies of directors' service contracts
155. Remuneration of directors
156. Prohibition of tax-free payments to directors
CHAPTER 4
Proceedings of directors
157. Sections 158 to 165 to apply save where constitution provides otherwise
158. General power of management and delegation
159. Managing director
160. Meetings of directors and committees
161. Supplemental provisions about meetings (including provision for acting by means
of written resolutions)
162. Holding of any other office or place of profit under the company by director
163. Counting of director in quorum and voting at meeting at which director is appointed
164. Signing, drawing, etc., of negotiable instruments and receipts
165. Alternate directors
166. Minutes of proceedings of directors
167. Audit committees
CHAPTER 5
Members
168. Definition of member
169. Register of members
170. Trusts not to be entered on register of members
171. Register to be evidence
172. Consequences of failure to comply with requirements as to register owing to agent's
default
173. Rectification of register
174. Power to close register
CHAPTER 6
General meetings and resolutions
174A. General meetings during interim period
(Repealed)
175. Annual general meeting
176. The location and means for holding general meetings
176A. Participation in general meetings by use of electronic communications technology
177. Extraordinary general meetings
178. Convening of extraordinary general meetings by members
179. Power of court to convene meeting
180. Persons entitled to notice of general meetings
181. Notice of general meetings
181A. Notice of rescheduled general meeting during interim
period
(Repealed)
182. Quorum
183. Proxies
184. Form of proxy
185. Representation of bodies corporate at meetings of companies
186. The business of the annual general meeting
186A. Withdrawal or amendment of dividend resolutions
(Repealed)
187. Proceedings at meetings
188. Votes of members
189. Right to demand a poll
190. Voting on a poll
191. Resolutions — ordinary resolutions, special resolutions, etc., — meaning
192. Resolutions passed at adjourned meetings
193. Unanimous written resolutions
194. Majority written resolutions
195. Supplemental provisions in relation to section 194
195A. Voting on resolutions at general meeting during interim
period
(Repealed)
196. Single-member companies — absence of need to hold general meetings, etc.
197. Application of this Part to class meetings
198. Registration of, and obligation of company to supply copies of, certain resolutions
and agreements
199. Minutes of proceedings of meetings of a company
CHAPTER 7
Summary Approval Procedure
200. Interpretation (Chapter 7)
201. Chapter 7 — what it does
202. Summary Approval Procedure
203. Declaration to be made in the case of financial assistance for acquisition of
shares or transaction with directors
204. Declaration to be made in the case of a reduction in company capital or variation
of company capital on reorganisation
205. Declaration to be made in the case of treatment of pre-acquisition profits or
losses in a manner otherwise prohibited by section 118
(1)
206. Declaration to be made in the case of merger of company
207. Declaration to be made in the case of members' winding up of solvent company
208. Condition to be satisfied common to declarations referred to in section 204,
205 or 207
209. Condition to be satisfied in relation to declaration referred to in section 206
210. Civil sanctions where opinion as to solvency stated in declaration without reasonable
grounds
211. Moratorium on certain restricted activities being carried on and applications
to court to cancel special resolution
CHAPTER 8
Protection for minorities
212. Remedy in case of oppression
CHAPTER 9
Form of registers, indices and minute books
213. Form of registers, minutes, etc.
214. Use of computers, etc., for certain company records
CHAPTER 10
Inspection of registers, provision of copies of information in them and service of
notices
215. Definitions for purposes of section 216 concerning registers, etc. and construction
of reference to company keeping registers, etc.
216. Where registers and other documents to be kept, right to inspect them, etc.
217. Supplemental provisions in relation to section 216 —“relevant fee”, power to alter the amount of it, offences, etc.
218. Service of notices on members
PART 5
DUTIES OF DIRECTORS AND OTHER OFFICERS
CHAPTER 1
Preliminary and definitions
219. Interpretation and application (Part 5)
220. Connected persons
221. Shadow directors
222. De facto director
CHAPTER 2
General duties of directors and secretaries and liabilities of them and other officers
223. Duty of each director
224. Directors to have regard to interests of employees
224A. Directors to have regard to certain matters where company is, or is likely to
be, unable to pay its debts
225. Directors' compliance statement and related statement
226. Duties of secretary
227. Fiduciary duties of directors — provisions introductory to section 228
228. Statement of principal fiduciary duties of directors
229. Other interests of directors
230. Power of director to act in a professional capacity for company
231. Duty of director to disclose his or her interest in contracts made by company
232. Breaches of certain duties: liability to account and indemnify
233. Power of court to grant relief to officers of company
234. Anticipated claim: similar power of relief as under section 233
235. Any provision exempting officers of company from liability void (subject to exceptions)
CHAPTER 3
Evidential provisions with respect to loans, other transactions, etc., between company
and directors
236. Loans, etc., by company to directors: evidential provisions
237. Loans, etc., by directors or connected persons to company or holding company
evidential provisions
CHAPTER 4
Substantive prohibitions or restrictions on loans to directors and other particular
transactions involving conflict of interest
238. Substantial transactions in respect of non-cash assets and involving directors,
etc.
239. Prohibition of loans, etc., to directors and connected persons
240. Arrangements of certain value
241. Reduction in amount of company's relevant assets
242. Availability of Summary Approval Procedure to permit loans, etc.
243. Intra-group transactions
244. Directors' expenses
245. Business transactions
246. Transaction or arrangement in breach of section 239 voidable at instance of company
247. Personal liability for company debts in certain cases
248. Offence for contravention of section 239
249. Contracts of employment of directors — control by members over guaranteed periods of employment
250. Anti-avoidance provision — section 249
251. Approval of company necessary for payment by it to director or directors' dependants
for loss of office
252. Approval of company necessary for payment to director of compensation in connection
with transfer of property
253. Duty of director to disclose to company payments to be made to him or her in
connection with transfer of shares in company
254. “Existing legal obligation”— definition and other provisions in relation to sections 251 to 253
255. Contracts with sole members
CHAPTER 5
Disclosure of interests in shares and debentures
256. Interpretation generally (Chapter 5)
257. “Disclosable interest”— meaning of that term
258. Circumstances in which person is to be regarded as having disclosable interest
in shares or debentures
259. Circumstances in which person shall be regarded as having ceased to have disclosable
interest
260. Interests that are not disclosable interests for the purposes of this Chapter
261. Duty to notify disclosable interests — first of the 5 cases in which duty arises — interests held at commencement of Chapter
262. Second and third cases in which duty to notify arises — interests acquired or ceasing to be held
263. Fourth and fifth cases in which duty to notify arises — grant or assignment of subscription rights, etc.
264. Application of sections 261 to 263 and exceptions to them
265. Mode of notification by directors and secretaries under this Chapter
266. Enforcement of notification obligation
267. Register of interests: contents and entries
268. Supplemental provisions in relation to section 267
269. Register of interests: removal of entries from it
CHAPTER 6
Responsibilities of officers of company — provisions explaining what being “in default” means and presumption regarding that matter
270. Meaning of “in default” in context of sanctions specified in respect of officers (whether directors or secretaries
or not)
271. Presumption that default permitted and certain defence
CHAPTER 7
Early warning tools
271A. Early warning tools
PART 6
FINANCIAL STATEMENTS, ANNUAL RETURN AND AUDIT
CHAPTER 1
Preliminary
272. What this Part contains and use of prefixes —“Companies Act” and “IFRS”
273. Overall limitation on discretions with respect to length of financial year and
annual return date
274. Interpretation (Part 6): provisions relating to financial statements
275. Interpretation (Part 6): other definitions and construction provisions
276. Construction of references to realised profits
277. Construction of references to exemption
277A. Certain companies may apply provisions of Act to certain earlier financial years
278. Accounting standards generally — power of Minister to specify
279. US accounting standards may, in limited cases, be availed of for particular transitional
period
280. Regulations may permit use of other internationally recognised accounting standards
for a particular transitional period
CHAPTER 1A
Qualification of company based on size of company
280A. Qualification of company as small company: general
280B. Qualification of company as small company: holding company
280C. Small companies regime
280D. Qualification of company as micro company
280E. Micro companies regime
280F. Qualification of company as medium company: general
280G. Qualification of company as medium company: holding company
280H. Qualification of company as large company
280I. Treatment of qualifying conditions in respect of certain financial years
CHAPTER 2
Accounting records
281. Obligation to keep adequate accounting records
282. Basic requirements for accounting records
283. Where accounting records are to be kept
284. Access to accounting records
285. Retention of accounting records
286. Accounting records: offences
CHAPTER 3
Financial year
287. Financial year end date
288. Financial year
CHAPTER 4
Statutory financial statements
289. Statutory financial statements to give true and fair view
290. Obligation to prepare entity financial statements under relevant financial reporting
framework
291. Companies Act entity financial statements
292. IFRS entity financial statements
293. Obligation to prepare group financial statements under relevant financial reporting
framework
294. Companies Act group financial statements
295. IFRS group financial statements
296. Consistency of financial statements
CHAPTER 5
Group financial statements: exemptions and exclusions
297. Exemption from consolidation: size of group
(Repealed)
298. Application of section 297 in certain circumstances and cessation of exemption
(Repealed)
299. Exemption from consolidation: holding company that is subsidiary undertaking
of undertaking registered in EEA
300. Exemption from consolidation: holding company that is subsidiary undertaking
of undertaking registered outside EEA
301. Exemption from consolidation: holding company with all of its subsidiary undertakings
excluded from consolidation
302. Exemption from consolidation where IFRS so permits
303. Subsidiary undertakings included in the group financial statements
304. Treatment of entity profit and loss account where group financial statements
prepared
CHAPTER 6
Disclosure of directors' remuneration and transactions
305. Disclosure of directors' remuneration
305A. Payments to third parties for services of directors
306. Supplemental provisions in relation to section 305
307. Obligation to disclose information about directors' benefits: loans, quasi-loans,
credit transactions and guarantees
308. Supplemental provisions in relation to section 307 (including certain exemptions
from its terms)
309. Other arrangements and transactions in which the directors, etc., have material
interest
310. Credit institutions: exceptions to disclosure by holding company under sections
307 to 309 in the case of connected persons and certain officers
311. Credit institutions: disclosures by holding company of aggregate amounts in respect
of connected persons
312. Credit institutions: requirement for register, etc., in the case of holding company
as respects certain information
313. Requirements of banking law not prejudiced by sections 307 to 312 and minimum
monetary threshold for section 312
CHAPTER 7
Disclosure required in notes to financial statements of other matters
314. Information on related undertakings
315. Information on related undertakings: exemption from disclosures
316. Information on related undertakings: provision for certain information to be
annexed to annual return
317. Disclosures of particulars of staff
318. Details of authorised share capital, allotted share capital and movements
319. Financial assistance for purchase of own shares
320. Holding of own shares or shares in holding undertaking
321. Disclosure of accounting policies
322. Disclosure of remuneration for audit, audit-related and non-audit work
323. Information on arrangements not included in balance sheet
CHAPTER 8
Approval of statutory financial statements
324. Approval and signing of statutory financial statements by board of directors
CHAPTER 9
Directors' report
325. Obligation to prepare directors' report for every financial year
326. Directors' report: general matters
327. Directors' report: business review
328. Directors' report: acquisition or disposal of own shares
329. Directors' report: interests in shares and debentures
330. Directors' report: statement on relevant audit information
331. Directors' report: copy to be included of any notice issued under certain banking
legislation
332. Approval and signing of directors' report
CHAPTER 10
Obligation to have statutory financial statements audited
333. Statutory financial statements must be audited (unless audit exemption availed
of)
334. Right of members to require audit despite audit exemption otherwise being available
335. Statement to be included in balance sheet if audit exemption availed of
CHAPTER 11
Statutory auditors' report
336. Statutory auditors' report on statutory financial statements
337. Signature of statutory auditor's report
CHAPTER 12
Publication of financial statements
338. Circulation of statutory financial statements
339. Right to demand copies of financial statements and reports
340. Requirements in relation to publication of financial statements
341. Financial statements and reports to be laid before company in general meeting
CHAPTER 13
Annual return and documents annexed to it
342. Annual return
343. Obligation to make annual return
344. Special provision for annual return delivered in a particular form
(Repealed)
345. Annual return date
346. Alteration of annual return date
347. Documents to be annexed to annual return: all cases
348. Documents to be annexed to annual returns: certain cases
349. First annual return: exception from requirement to annex statutory financial
statements
CHAPTER 14
Exclusions, exemptions and special arrangements with regard to public disclosure of
financial information
350. Qualification of company as small or medium company
(Repealed)
351. Exemptions in respect of directors' report in the case of small and medium companies
(Repealed)
352. Exemption from filing certain information for small and medium companies
353. Abridged financial statements for a small company
354. Abridged financial statements for a medium company
(Repealed)
355. Approval and signing of abridged financial statements
356. Special report of the statutory auditors on abridged financial statements
357. Subsidiary undertakings exempted from annexing their statutory financial statements
to annual return
CHAPTER 15
Audit exemption
358. Main conditions for audit exemption — non-group situation
359. Main conditions for audit exemption — group situation
360. Audit exemption
361. Audit exemption not available where notice under section 334 served
362. Audit exemption not available where company or subsidiary undertaking falls within
a certain category
363. Audit exemption (non-group situation) not available in certain cases
364. Audit exemption (group situation) not available in certain cases
CHAPTER 16
Special audit exemption for dormant companies
365. Dormant company audit exemption
CHAPTER 17
Revision of defective statutory financial statements
366. Voluntary revision of defective statutory financial statements
367. Content of revised financial statements or revised report
368. Approval and signature of revised financial statements
369. Approval and signature of revised directors' report
370. Statutory auditors' report on revised financial statements and revised report
371. Cases where company has availed itself of audit exemption
372. Statutory auditors' report on revised directors' report alone
373. Effect of revision
374. Publication of revised financial statements and reports
375. Laying of revised financial statements or a revised report
376. Delivery of revised financial statements or a revised report
377. Small and medium companies
378. Application of this Chapter in cases where audit exemption available, etc.
379. Modifications of Act
CHAPTER 18
Appointment of statutory auditors
380. Statutory auditors — general provisions (including as to the interpretation of provisions providing for
auditors' term of office)
381. Remuneration of statutory auditors
382. Appointment of statutory auditors — first such appointments and powers of members vis a vis directors
383. Subsequent appointments of statutory auditors (including provision for automatic
re-appointment of auditors at annual general meetings)
384. Appointment of statutory auditors by directors in other cases, etc.
385. Appointment of statutory auditors: failure to appoint
CHAPTER 19
Rights, obligations and duties of statutory auditors
386. Right of access to accounting records
387. Right to information and explanations concerning company
388. Right to information and explanations concerning subsidiary undertakings
389. Offence to make false statements to statutory auditors
390. Obligation to act with professional integrity
391. Statutory auditors' report on statutory financial statements
392. Report to Registrar and to Director: accounting records
393. Report to Registrar and Director: category 1 and 2 offences
CHAPTER 20
Removal and resignation of statutory auditors
394. Removal of statutory auditors: general meeting
395. Restrictions on removal of statutory auditor
396. Extended notice requirement in cases of certain appointments, removals, etc.,
of auditors
397. Right of statutory auditors to make representations where their removal or non-re-appointment
proposed
398. Statutory auditors removed from office: their rights to get notice of, attend
and be heard at general meeting
399. Removal of statutory auditors: statement from statutory auditors where audit
exemption availed of by company
400. Resignation of statutory auditors: general
401. Resignation of statutory auditor: requisition of general meeting
402. Resignation of statutory auditors: right to get notice of, attend, and be heard
at general meeting
CHAPTER 21
Notification to Supervisory Authority of certain matters and auditors acting while
subject to disqualification order
403. Duty of auditor to notify Supervisory Authority regarding cessation of office
404. Duty of company to notify Supervisory Authority of auditor's cessation of office
405. Prohibition on acting in relation to audit while disqualification order in force
CHAPTER 22
False statements — offence
406. False statements in returns, financial statements, etc.
CHAPTER 23
Transitional
407. Transitional provision — companies accounting by reference to Sixth Schedule to Act of 1963
PART 7
CHARGES AND DEBENTURES
CHAPTER 1
Interpretation
408. Definitions (Part 7)
CHAPTER 2
Registration of charges and priority
409. Registration of charges created by companies
410. Duty of company with respect to registration under section 409 and right of others
to effect registration
411. Duty of company to register charges existing on property acquired
412. Priority of charges
413. Registration and priority of judgment mortgages
414. Register of charges
415. Certificate of registration
416. Entries of satisfaction and release of property from charge
417. Extension of time for registration of charges and rectification of register
418. Copies of instruments creating charges to be kept
419. Registration of charges created prior to commencement of this Part
420. Transitional provisions in relation to priorities of charges
421. Netting of Financial Contracts Act 1995 not to affect registration requirements
CHAPTER 3
Provisions as to debentures
422. Liability of trustees for debenture holders
423. Perpetual debentures
424. Power to re-issue redeemed debentures
425. Saving of rights of certain mortgagees in case of re-issued debentures
426. Specific performance of contracts to subscribe for debentures
CHAPTER 4
Prohibition on registration of certain matters affecting shareholders or debentureholders
427. Registration against company of certain matters prohibited
PART 8
RECEIVERS
CHAPTER 1
Interpretation
428. Appointment of receiver under powers contained in instrument: construction of
such reference
CHAPTER 2
Appointment of receivers
429. Notification that receiver has been appointed
430. Information to be given when receiver is appointed in certain circumstance
431. Contents of statement to be submitted to receiver
432. Consequences of contravention of section 430(1)(b) or 431
433. Disqualification for appointment as receiver
434. Resignation of receiver
435. Removal of receiver
436. Notice to Registrar of appointment of receiver, and of receiver ceasing to act
CHAPTER 3
Powers and duties of receivers
437. Powers of receiver
438. Power of receiver and certain others to apply to court for directions and receiver's
liability on contracts
439. Duty of receiver selling property to get best price reasonably obtainable, etc.
440. Preferential payments when receiver is appointed under floating charge
441. Delivery to Registrar of accounts of receivers
CHAPTER 4
Regulation of receivers and enforcement of their duties
442. Enforcement of duty of receivers to make returns
443. Power of court to order the return of assets improperly transferred
443A. Remuneration of receivers
444. Power of court to fix remuneration of receiver
445. Court may end or limit receivership on application of liquidator
446. Director of Corporate Enforcement may request production of receiver's books
447. Prosecution of offences committed by officers and members of company
448. Reporting to Director of Corporate Enforcement of misconduct by receivers
PART 9
REORGANISATIONS, ACQUISITIONS, MERGERS AND DIVISIONS
CHAPTER 1
Schemes of Arrangement
449. Interpretation (Chapter 1)
450. Scheme meetings — convening of such by directors and court's power to summon such meetings
451. Court's power to stay proceedings or restrain further proceedings
452. Information as to compromises or arrangements with members and creditors
453. Circumstances in which compromise or arrangement becomes binding on creditors
or members concerned
454. Supplemental provisions in relation to section 453
455. Provisions to facilitate reconstruction and amalgamation of companies
CHAPTER 2
Acquisitions
456. Interpretation (Chapter 2)
457. Right to buy out shareholders dissenting from scheme or contract approved by
majority and right of such shareholders to be bought out
458. Additional requirement to be satisfied, in certain cases, for right to buy out
to apply
459. Supplementary provisions in relation to sections 457 and 458 (including provision
for applications to court)
460. Construction of certain references in Chapter to beneficial ownership, application
of Chapter to classes of shares, etc.
CHAPTER 3
Mergers
461. Interpretation (Chapter 3)
462. Requirements for Chapter to apply
463. Mergers to which Chapter applies — definitions and supplementary provision
464. Merger may not be put into effect save in accordance with the relevant provisions
of this Act
465. Chapters 1 and 3: mutually exclusive modes of proceeding to achieve merger
466. Common draft terms of merger
467. Directors' explanatory report
468. Expert's report
469. Merger financial statement
470. Registration and publication of documents
471. Inspection of documents
472. Non-application of subsequent provisions of Chapter where Summary Approval Procedure
employed and effect of resolution referred to in section 202
(1)(a)(ii)
473. General meetings of merging companies
474. Electronic means of making certain information available for purposes of section
473
475. Meetings of classes of shareholders
476. Purchase of minority shares
477. Application for confirmation of merger by court
478. Protection of creditors
479. Preservation of rights of holders of securities
480. Confirmation order
481. Certain provisions not to apply where court so orders
482. Registration and publication of confirmation of merger
483. Civil liability of directors and experts
484. Criminal liability for untrue statements in merger documents
CHAPTER 4
Divisions
485. Interpretation (Chapter 4)
486. Requirements for Chapter to apply
487. Divisions to which this Chapter applies — definitions and supplementary provisions
488. Division may not be put into effect save under and in accordance with this Chapter
489. Chapters 1 and 4: mutually exclusive modes of proceeding to achieve division
490. Common draft terms of division
491. Directors' explanatory report
492. Expert's report
493. Division financial statement
494. Registration and publication of documents
495. Inspection of documents
496. General meetings of companies involved in a division
497. Electronic means of making certain information available for purposes of section
496
498. Meetings of classes of shareholder
499. Purchase of minority shares
500. Application for confirmation of division by court
501. Protection of creditors and allocation of liabilities
502. Preservation of rights of holders of securities
503. Confirmation order
504. Certain provisions not to apply where court so orders
505. Registration and publication of confirmation of division
506. Civil liability of directors and experts
507. Criminal liability for untrue statements in division documents
PART 10
EXAMINERSHIPS
CHAPTER 1
Interpretation
508. Interpretation (Part 10)
CHAPTER 2
Appointment of examiner
509. Power of court to appoint examiner
510. Petition for court
511. Independent expert's report
512. Supplemental provisions in relation to sections 510 and 511 — other matters to be mentioned in petition, hearing of petition, etc.
513. Cases in which independent expert's report not available at required time: powers
of court
514. Certain liabilities may not be certified under section 529
(2)
515. Creditors to be heard
516. Availability of independent expert's report
517. Related companies
518. Duty to act in utmost good faith
519. Qualification of examiners
520. Effect of petition to appoint examiner on creditors and others
520A. Restrictions on certain contracts during examinership
521. Restriction on payment of pre-petition debts
522. Effect on receiver or provisional liquidator of order appointing examiner
523. Disapplication of section 440 to receivers in certain circumstances
CHAPTER 3
Powers of examiner
524. Powers of an examiner
525. Repudiation by examiner of contracts made before period of protection and of
negative pledge clauses whenever made: prohibitions and restrictions
526. Production of documents and evidence
527. No lien over company's books, records, etc.
528. Further powers of court
529. Incurring of certain liabilities by examiner
530. Power to deal with charged property, etc.
531. Notification of appointment of examiner
532. General provisions as to examiners — resignation, filling of vacancy, etc.
533. Hearing regarding irregularities
534. Report by examiner
535. Procedure where examiner unable to secure agreement or formulate proposals for
compromise or scheme of arrangement
536. Content of examiner's report
537. Repudiation of certain contracts
538. Appointment of creditors' committee
539. Proposals for compromise or scheme of arrangement
540. Consideration by members and creditors of proposals
541. Confirmation of proposals
542. Supplemental provisions in relation to section 541
543. Objection to confirmation by court of proposals
544. Provisions with respect to leases
CHAPTER 4
Liability of third parties for debts of a company in examination
545. What this Chapter contains
546. Definitions (Chapter 4)
547. Circumstances in relation to which subsequent provisions of this Chapter have
effect
548. General rule: liability of third person not affected by compromise or scheme
of arrangement
549. Enforcement by creditor of liability: restrictions in that regard unless certain
procedure employed to the benefit of third person
550. Payment by third person to creditor post period of protection — statutory subrogation in favour of third person in certain circumstances
551. Saving for cases falling within section 520(4)(f) and cases where third person
discharged or released from liability
CHAPTER 5
Conclusion of examinership
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 10A
RESCUE PROCESS FOR SMALL AND MICRO COMPANIES
CHAPTER 1
Interpretation
558A. Interpretation (Part 10A)
CHAPTER 2
Introductory
558B. Requirements where eligible company wishes to avail of rescue plan
558C. Process adviser to determine whether eligible company has reasonable prospect
of survival
558D. Process adviser to prepare report
CHAPTER 3
Appointment of process adviser
558E. Resolution to appoint process adviser
558F. Process adviser’s duty to keep determination under section 558C under review
558G. Duties of directors of eligible company in relation to process adviser
558H. Process adviser’s duty to determine relevant court
558I. Process adviser’s duty to seek provision of email addresses
558J. Process adviser to give notice of appointment
558K. Process adviser to give notice to employees, creditors, etc.
558L. Notice to creditor where eligible company has excludable debt
558M. Relevant court’s powers where receiver or provisional liquidator previously
appointed
558N. Relevant court’s power to stay proceedings or restrain further proceedings
558O. Requirements following giving of notice to creditor under section 558K
558P. Repudiation, affirmation and variation of certain contracts
CHAPTER 4
Rescue plan
558Q. Process adviser’s duty to prepare rescue plan
558R. Further provision with respect to leases
558S. Procedure where process adviser unable to prepare rescue plan
CHAPTER 5
Consideration of rescue plan
558T. Process adviser’s duty to call meeting of members and creditors
558U. Notice of meeting under section 558T
558V. Proceedings at meeting under section 558T
558W. Proxies
558X. Supplemental provisions in relation to section 558W
558Y. Consideration by members and creditors of rescue plan
558Z. Notification of approval of rescue plan
558ZA. Process adviser’s report
558ZB. Confirmation of rescue plan
CHAPTER 6
Objections to rescue plan
558ZC. Objection to rescue plan
558ZD. Court hearing in case of objection
558ZE. Supplemental provisions in relation to section 558ZD and section 558ZZ
CHAPTER 7
Liability of third parties for debts of company
558ZF. Definitions (Chapter 7) and savings
558ZG. Circumstances in relation to which subsequent provisions of Chapter have effect
558ZH. General rule: liability of third person not affected by rescue plan
558ZI. Enforcement by creditor of liability: restrictions in that regard unless certain
procedure employed to benefit of third person
558ZJ. Payment by third person to creditor post rescue period - statutory subrogation
in favour of third person in certain circumstances
CHAPTER 8
Conclusion of rescue process
558ZK. Conclusion of rescue period and termination of appointment of process adviser
558ZL. Power of relevant court to revoke rescue plan where fraud
558ZM. Power of relevant court to order the return of assets improperly transferred
558ZN. Director’s power to examine books and records
558ZO. Reporting to Director of Corporate Enforcement of misconduct by process advisers
CHAPTER 9
Enforcement
558ZP. Offence of acting as process adviser when unqualified
558ZQ. Offence where director fails to disclose information or misleads process adviser
558ZR. Prosecution of officers and members of company
CHAPTER 10
Powers of process adviser
558ZS. Powers of process adviser
558ZT. Production of documents and evidence
558ZU. No lien over eligible company’s books, records, etc.
558ZV. Power to deal with charged property etc.
558ZW. Resignation of process adviser
558ZX. General provisions as to process advisers - resignation, filling of vacancy,
etc.
CHAPTER 11
Process adviser: remuneration, costs and expenses
558ZY. Process adviser: remuneration, costs and expenses
558ZZ. Application to relevant court for review of remuneration etc. of process adviser
558ZAA. Incurring of certain liabilities by process adviser
558ZAB. Priority
CHAPTER 12
General
558ZAC. Effect on certain sections where application to relevant court
558ZAD. Power to apply to relevant court for determination of questions or concerning
exercise of powers
558ZAE. Hearing of proceedings other than in public
558ZAF. High Court’s power to remit proceedings to Circuit Court
558ZAG. Representation of bodies corporate at meetings held under this Part
558ZAH. Retention of records
558ZAI. Service of notices
558ZAJ. Regulations to remove difficulties
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
598A. Validity of floating charge in certain circumstances
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
690A. Creditors’ meetings conducted by electronic means during
interim period
(Repealed)
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(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
724A. Interpretation (Part 12)
724B. Disclosure of Information by Registrar of Beneficial Ownership
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)
759. Distribution of inspectors' report
760. Court may make order after considering inspectors' report
761. Director may present petition for winding up following consideration of report
762. Expenses of investigation by court appointed inspector
CHAPTER 3
Investigations initiated by Director
763. Investigation of share dealing by inspector appointed by Director
764. Investigation of company ownership by inspector appointed by Director
765. Application of certain provisions to investigation of company ownership
766. Expenses of investigation of company ownership
767. Director's power to require information as to persons interested in shares or
debentures
768. Director may impose restrictions on shares
769. Director may lift restrictions imposed on shares under section 768
770. Director shall give notice of direction
771. Court may lift restrictions imposed on shares under section 768
772. Court may order sale of shares
773. Costs of applicant for order for sale of shares
774. Proceeds of sale following court ordered sale of shares
775. Continuance of certain restrictions
776. Offences in relation to shares that are subject to restrictions
777. Application of sections 768 to 776 to debentures
CHAPTER 4
Miscellaneous provisions
778. Power of Director to require company to produce books or documents
779. When Director may exercise power to require company to produce books or documents
780. Power of Director to require third party to produce books or documents
781. Saving in relation to section 780, etc. and corresponding amendments effected
to Act of 1990 by Companies (Amendment) Act 2009
782. Restriction on power of Director to require third party to produce certain books
or documents
783. Court may order third party to comply with requirement to produce books or documents
784. Powers ancillary to power to require production of books or documents
785. Offences in relation to requirement to produce books or documents
786. Expenses relating to examination of books or documents
787. Entry and search of premises
788. Supplemental provisions in relation to section 787(3) to
(5)
789. Offences in relation to entry and search of premises and provisions catering
for certain contingencies concerning designated officers
790. Restriction on disclosure of information, books or documents
791. Information, books or documents may be disclosed for certain purposes
792. Information, books or documents may be disclosed to competent authority
793. Offence of falsifying, concealing, destroying or otherwise disposing of document
or record
793A. Offence of obstructing, interfering with or impeding officer of Authority
794. Production and inspection of books or documents when offence suspected
795. Saving for privileged information
796. Assistance to company law authority
PART 14
COMPLIANCE AND ENFORCEMENT
CHAPTER 1
Compliance and protective orders
797. Court may order compliance by company or officer
798. Court may restrain directors and others from removing assets
CHAPTER 2
Disclosure orders
799. Interpretation (Chapter 2)
800. Court may make disclosure order
801. Types of disclosure order
802. Procedure on application for disclosure order
803. Scope of disclosure order
804. Interests in shares and debentures for purposes of section 803: general
805. Family and corporate interests
806. Share acquisition agreements — attribution of interests held by other parties
807. Particulars of interests referred to in section 806 to be given in compliance
with disclosure order
808. “Share acquisition agreement”— meaning
809. Supplemental power of court in relation to a share acquisition agreement
810. Court may grant exemption from requirements of disclosure order
811. Other powers of court in relation to disclosure orders
812. Notice of disclosure order
813. Information disclosed under order
814. Court may impose restrictions on publication of information provided
815. Right or interest in shares or debentures unenforceable by person in default
816. Court may grant relief from restriction on enforceability of right or interest
in shares or debentures
817. Dealing by agent in shares or debentures subject to disclosure order
CHAPTER 3
Restrictions on directors of insolvent companies
818. Interpretation and application (Chapter 3)
819. Declaration by court restricting director of insolvent company in being appointed
or acting as director etc.
820. Application for declaration of restriction
821. Liquidator shall inform court of jeopardy to other company or its creditors
822. Court may grant restricted person relief from restrictions
823. Register of restricted persons
824. Application of this Chapter to receivers
825. Restricted person shall give notice to company before accepting appointment or
acting as director or secretary
826. “Company that has a restricted person”— meaning of that expression in sections 827 to 834
827. Disapplication of certain provisions to company having a restricted person
828. Company having a restricted person may not acquire certain non-cash assets from
subscribers, etc. unless particular conditions satisfied
829. Supplemental provisions in relation to section 828
830. Relief from liability under section 828
831. Offence for contravention of section 828
832. Allotment of share not fully paid up by company that has a restricted person
833. Allotment of share not fully paid for in cash by company that has a restricted
person
834. Relief for company in respect of prohibited transaction
835. Power to vary amounts specified in section 819
(3)
836. Personal liability for debts of company subject to restriction
CHAPTER 4
Disqualification generally
837. Interpretation generally (Chapter 4)
838. Meaning of “disqualified” and “disqualification order”
839. Automatic disqualification on conviction of certain indictable offences
840. 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
842. Court may make disqualification order
843. Provisions relating to particular grounds for disqualification
844. Persons who may apply for disqualification order under section 842
845. Miscellaneous provisions relating to disqualification by court order
846. Costs and expenses of application
847. Court may grant relief to person subject to disqualification order
848. Disqualification of restricted person following subsequent winding up
CHAPTER 5
Disqualification and restriction undertakings
849. Definitions (Chapter 5)
850. Disqualification undertaking — initiation of procedure that provides person opportunity to submit to disqualification
851. Effect of delivery of notice under section 850, giving of disqualification undertaking
on foot thereof and related matters
852. Restriction undertaking — initiation of procedure that provides person opportunity to submit to restriction
853. Effect of delivery of notice under section 852, giving of restriction undertaking
on foot thereof and related matters
854. Regulations for the purposes of sections 850 to 853
CHAPTER 6
Enforcement in relation to disqualification and restriction
855. Offence of contravening disqualification order or restriction
856. Offence of acting under directions of person where directions given in contravention
of this Part
857. Period of disqualification following conviction of offence under this Chapter
858. Company may recover consideration
859. Person acting while disqualified or restricted liable for debts of company
860. Person acting under directions of disqualified person liable for debts of company
861. Relief from liability under section 858, 859 or 860
862. Court may require director to give certain information
863. Information to be supplied to Registrar
864. Register of disqualified persons
CHAPTER 7
Provisions relating to offences generally
865. Summary prosecutions
866. District court district within which summary proceedings may be brought
867. Period within which summary proceedings may be commenced
868. Prosecution of companies on indictment
869. Offences by body committed with consent of its officer
870. Further offence, where contravention continued after conviction for an offence,
and penalties for such offence
871. Categories 1 to 4 offences — penalties
872. Court may order that convicted person remedy breach
873. Notice by Director to remedy default
874. Special provisions applying where default in delivery of documents to Registrar
CHAPTER 8
Provision for enforcement of section 27(1) and additional general offences
875. Civil enforcement of prohibition on trading under misleading name
876. Offence of providing false information
877. Offence of destruction, mutilation or falsification of book or document
878. Offence of fraudulently parting with, altering or making omission in book or
document
CHAPTER 9
Evidential matters
879. Proof of certificate as to overseas incorporation
880. Proof of incorporation under overseas legislation
881. Admissibility in evidence of certain matters
882. Provision of information to juries
883. Certificate evidence
884. Documentary evidence
885. Saving for privileged communications in context of requirements under section
724
886. Statutory declaration made in foreign place
PART 15
FUNCTIONS OF REGISTRAR AND OF REGULATORY AND ADVISORY BODIES
CHAPTER 1
Registrar of Companies
887. Registration office, “register”, officers and CRO Gazette
888. Authentication of documents other than by signing or sealing them
888A. Cases in which director must supply certain data
888B. Information on composition of board of directors by reference
to gender
889. Fees
890. Annual report by Registrar
890A. Collection of certain data by Registrar
891. Inspection and production of documents kept by Registrar
892. Admissibility of certified copy or extract
893. Certificate by Registrar admissible as evidence of facts stated
894. Disposal of documents filed with Registrar
895. Registrar may apply system of information classification
896. Delivery to Registrar of documents in legible form
897. Delivery of documents in electronic form may be made mandatory
898. Registrar's notice that document does not comply
899. Supplementary and clarificatory provisions for section 898
899A. Function imposed on Registrar under section 930D
CHAPTER 2
Irish Auditing and Accounting Supervisory Authority
900. Interpretation (Chapter 2)
901. Continuance of designation of Irish Auditing and Accounting Supervisory Authority
and other transitional matters
902. Membership of Supervisory Authority
903. Amendment to memorandum or articles
904. Objects of Supervisory Authority
905. Functions of Supervisory Authority
906. General powers
907. Board of directors
908. Supplementary provisions in relation to board of directors
909. Chief executive officer (including provision of transitional nature)
910. Work programme
911. Annual programme of expenditure
912. Specification in annual programme of expenditure of amounts for reserve fund
913. Review of work programme
914. Funding
915. Application of money received by Supervisory Authority
916. Supervisory Authority may levy prescribed accountancy bodies
917. Supervisory Authority may levy certain companies and other undertakings
(Repealed)
918. Funding in respect of functions of Supervisory Authority under certain regulations
919. Reserve fund
920. Borrowing
921. Excess revenue
922. Employees (including provision of a transitional nature)
923. Director's obligations when material interest in arrangement, contract or agreement
with Supervisory Authority arises
924. Effect of breach of director's obligations in relation to material interest
925. Employee's duty of disclosure
926. Superannuation scheme
927. Accounts and audit
928. Annual report
929. Accountability to Dáil Éireann
930. Recognition of body of accountants
930A. Designation of competent authority
930B. Annual audit programme and activity report
930C. Operation of certain provisions with regard to particular recognised accountancy
bodies
930D. Conflicts of interest to be avoided
931. Provisions in relation to recognition by Supervisory Authority under section
930
931A. Investigation by disciplinary committees of prescribed accountancy bodies
931B. Provisions that apply when recognised accountancy body is not able to perform
Part 27 function
932. Consultation by Supervisory Authority regarding standards and qualifications
933. Intervention in disciplinary process of prescribed accountancy bodies
933A. Resolution of suspected non-compliance by agreement - relevant body
934. Investigation of possible breaches of standards of prescribed accountancy bodies
934A. Supplemental provisions to section 934 - certain specified persons
934AA. Interim direction required to protect public
934B. Immediate action required to protect public
934C. Sanctions which Supervisory Authority may impose on statutory auditor for relevant
contravention
934D. Relevant circumstances to be considered in imposing relevant sanctions on specified
person
934E. Resolution of suspected relevant contravention by agreement - specified person
934F. Publication of relevant sanction imposed on specified person, etc.
934G. Limitations on imposing monetary sanctions on specified person
934H. Specified person not to be liable to be penalised twice for same relevant contravention
934I. Reporting of relevant contraventions
935. Supplemental provisions in relation to section 934 (including as concerns its
relationship to provisions of 2010 Audits Regulations)
935A. Interpretation of sections 935A to 935D and 941A
(Repealed)
935B. Investigation of possible relevant contraventions
(Repealed)
935C. Sanctions which Supervisory Authority or Director of Corporate Enforcement may
impose
(Repealed)
935D. Publication of relevant sanction imposed, etc
(Repealed)
936. Review of members of recognised accountancy bodies
(Repealed)
936A. Review of members of recognised accountancy bodies
936B. Review of members of recognised accountancy bodies
937. Delegation of Supervisory Authority's functions
938. Hearings, privileges and procedural rules
939. Supervisory Authority's seal and instruments
940. Confidentiality of information
941. Appeals to and orders of the court, including orders confirming decisions of
Supervisory Authority
941A. Application to court to confirm decision to impose relevant sanction
(Repealed)
942. Liability of Supervisory Authority for acts, omissions, etc.
942A. Liability of prescribed body for acts, omissions etc.
943. Minister's power to make regulations for purposes of Chapter, etc.
944. Prior approval by Houses of Oireachtas required for certain regulations
CHAPTER 3
Director of Corporate Enforcement
945. Director of Corporate Enforcement
(Repealed)
946. Terms and conditions of appointment
(Repealed)
947. Removal, cessation or disqualification of Director
(Repealed)
948. Acting Director of Corporate Enforcement
(Repealed)
949. Functions of Director
(Repealed)
950. Superannuation
(Repealed)
951. Secondment to Director's office of member of Garda Síochána
(Repealed)
952. Delegation by Director
(Repealed)
953. Liability of Director or officer for acts and omissions
(Repealed)
954. Director's annual report
(Repealed)
955. Director shall report as required
(Repealed)
956. Confidentiality of information
(Repealed)
957. Disclosure of information to Director
(Repealed)
957A. Restriction of application of certain articles of Data Protection Regulation
(Repealed)
957AA. Definitions (sections 957A to 957I)
(Repealed)
957B. Provisions applicable where Director receives particulars, etc., from Supervisory
Authority concerning relevant contravention and relevant director
(Repealed)
957C. Sanctions which Director may impose on relevant director for certain conduct
(Repealed)
957D. Relevant circumstances to be considered in imposing relevant sanctions on relevant
director
(Repealed)
957E. Resolution of suspected certain conduct by agreement - relevant director
(Repealed)
957F. Publication of relevant sanction imposed on relevant director
(Repealed)
957G. Limitations on imposing monetary sanctions on relevant director
(Repealed)
957H. Relevant director not to be liable to be penalised twice for same conduct
(Repealed)
957I. Appeals to and orders of court, including orders
confirming decisions of Director
(Repealed)
CHAPTER 3A
Corporate Enforcement Authority
944A. Definitions (Chapter 3A)
944B. Establishment day
944C. Establishment of Corporate Enforcement Authority
944D. Functions of Authority
944E. Transfer of functions of Director to Authority
944F. Membership of Authority
944G. Appointment of chairperson of Authority
944H. Resignation, removal, disqualification of Member
944I. Acting Member
944J. Assignment and transfer of staff to Authority
944K. Staff of Authority, etc.
944L. Superannuation of Members
944M. Secondment to Authority of member of Garda Síochána
944N. Accountability of Authority to Committee of Public Accounts
944O. Accountability of Member to certain Oireachtas Committees
944P. Confidentiality of information
944Q. Disclosure of information to Authority
944R. Restriction of application of certain articles of Data Protection Regulation
944S. Transfer of rights and liabilities, and continuation of leases, licences and
permissions granted by office of Director
944T. Annual report
944U. Strategy statement and work programme
944V. Grants to Authority
944W. Liability of Authority for acts or omissions
944X. Accounts of Authority
944Y. Final annual report of Director
CHAPTER 3B
Investigation of director or former director of public-interest entity to find whether
such director has engaged in certain prohibited conduct, etc.
944Z. Definitions (sections 944Z to 944AH)
944AA. Provisions applicable where Authority receives particulars, etc., from Supervisory
Authority concerning relevant contravention and relevant director
944AB. Sanctions which Authority may impose on relevant director for certain conduct
944AC. Relevant circumstances to be considered in imposing relevant sanctions on relevant
director
944AD. Resolution of suspected certain conduct by agreement - relevant director
944AE. Publication of relevant sanction imposed on relevant director
944AF. Limitations on imposing monetary sanctions on relevant director
944AG. Relevant director not to be liable to be penalised twice for same conduct
944AH. Appeals to and orders of court, including orders confirming decisions of Authority
CHAPTER 4
Company Law Review Group
958. Company Law Review Group
959. Functions of Review Group
960. Membership of Review Group
961. Meetings and business of Review Group
962. Annual report and provision of information to Minister
PART 16
DESIGNATED ACTIVITY COMPANIES
CHAPTER 1
Preliminary and definitions
963. Definitions (Part 16)
964. Application of Parts 1 to 14 to DACs
CHAPTER 2
Incorporation and consequential matters
965. Way of forming a DAC and the 2 types of DAC
966. DAC to carry on activity in the State
967. The form of a DAC's constitution
968. Supplemental provisions in relation to constitution
969. Provisions as to names of DACs
970. Trading under a misleading name
971. Power to dispense with “designated activity company” or Irish equivalent in name of charitable and other companies
972. Capacity of a DAC
973. Capacity not limited by a DAC's constitution
974. Alteration of objects clause by special resolution
975. Supplemental provisions in relation to section 974
976. Restriction of section 32(1) in relation to a DAC limited by guarantee
977. Alteration of articles by special resolution
978. Power to alter provisions in memorandum which could have been contained in articles
CHAPTER 3
Share capital
979. Status of existing guarantee company, having a share capital
980. Transitional provision — use of “limited” or “teoranta” by existing guarantee company, having a share capital
981. Limitation on offers by DACs of securities to the public
982. Variation of rights attached to special classes of shares
983. Application of section 114 in relation to DACs
984. Uncertificated transfer of securities
CHAPTER 3A
Dematerialisation of applicable securities
984A. Interpretation
984B. Application of Chapter
984C. Abolition of certificates in respect of applicable securities
984D. Transfer of applicable securities of DAC
984E. Disapplication of certain provisions to applicable securities
984F. Disapplication of requirement for certificate in respect of applicable securities
984G. Representation of applicable securities
CHAPTER 4
Corporate governance
985. Directors
986. Limitation on number of directorships
987. Membership of DAC limited by guarantee confined to shareholders
988. DAC, with 2 or more members, may not dispense with holding a.g.m.
989. Application of section 193 in relation to a DAC
990. Application of section 194 in relation to a DAC
CHAPTER 5
Financial statements, annual return and audit
991. Non-application of Part 6 to DACs that are credit institutions or insurance undertakings
992. Requirement for corporate governance statement and modification of certain provisions
of Parts 5 and 6 as they apply to DACs
993. Modification of definition of “IAS Regulation” in the Case of DACs
994. Application of sections 297, 350 and 362 to a DAC
(Repealed)
995. Disclosures by DAC that is a credit institution
996. Exemption from filing with Registrar financial statements, etc.
CHAPTER 6
Liability of contributories in winding up
997. Liability as contributories of past and present members and provision concerning
winding up after certain re-registration
CHAPTER 7
Examinerships
998. Petitions for examinerships
CHAPTER 7A
Winding Up
998A. Application of Chapter 7 of Part 11 to DACs
CHAPTER 8
Public offers of securities, prevention of market abuse, etc.
999. Application of Chapters 1, 2 and 4 of Part 23 to DACs
PART 17
PUBLIC LIMITED COMPANIES
CHAPTER 1
Preliminary and definitions
1000. Interpretation (Part 17)
1001. Investment company to be a PLC but non-application of this Part to that company
type
1002. Application of Parts 1 to 14 to PLCs
1003. Societas Europaea to be regarded as PLC
CHAPTER 2
Incorporation and consequential matters
1004. Way of forming a PLC
1005. PLC to carry on activity in the State
1006. The form of a PLC's constitution
1007. Supplemental provisions in relation to constitution and continuance in force
of existing memorandum and articles
1008. Provisions as to names of PLCs
1009. Trading under a misleading name
1010. Restriction on commencement of business by a PLC
1011. Capacity of a PLC
1012. Capacity not limited by a PLC's constitution
1013. Alteration of objects clause by special resolution
1014. Supplemental provisions in relation to section 1013
1015. Alteration of articles by special resolution
1016. Power to alter provisions in memorandum which could have been contained in articles
1017. Official seal for sealing securities
1018. Status of existing PLC
CHAPTER 3
Share capital
1019. Provisions as to shares transferable by delivery (general prohibition and provision
for certain letters of allotment)
1020. Capacity to make public offers of securities
1021. Allotment of shares and other securities
1022. Pre-emption rights
1023. Interpretation and supplemental provisions in relation to section 1022
1024. Status of authority to allot shares conferred prior to company's re-registration
as a PLC
1025. Subscription of share capital
1026. Payment for allotted shares
1027. Payment of non-cash consideration
1028. Expert's report on non-cash consideration before allotment of shares
1029. Supplemental provisions in relation to section 1028
1030. Expert's report: supplemental provisions in relation to section 1028
1031. Dispensation from section 1028 — certain securities or money-market instruments constituting consideration for allotment
1032. Dispensation from section 1028 — consideration for allotment other than securities and money-market instruments referred
to in section 1031
1033. Dispensation from section 1028: cases in which consideration for allotment falls
into both section 1031 and section 1032
1034. Expert's report on non-cash assets acquired from subscribers, etc.
1035. Supplemental provisions in relation to section 1034
1036. Relief
1037. Special provisions as to issue of shares to subscribers
1038. Enforceability of undertakings made in contravention of certain provisions of
Chapter
1039. Adaptation of section 102(1) and (2) in relation to a PLC
1040. Treatment of own shares held by or on behalf of a PLC
1041. Supplemental provisions in relation to section 1040 (including definition of
“relevant period”)
1042. Charges taken by PLC on own shares
1043. Application of certain provisions of section 82(6) in relation to PLCs
1044. Variation of rights attached to special classes of shares
1045. Restriction on transfer of shares
CHAPTER 4
Interests in shares: disclosure of individual and group acquisitions
1046. Purpose of Chapter
1047. Interpretation and supplemental (Chapter 4)
1048. Duty of disclosure — first class of case in which duty arises
1049. Notifiable interest
1050. Duty of disclosure — second class of case in which duty arises
1051. “Percentage level” in relation to notifiable interests
1052. The notifiable percentage
1053. Particulars to be contained in notification
1054. Notification of family and corporate interests
1055. “Share acquisition agreement”— meaning
1056. Duties of disclosure arising in consequence of section 1055
1057. Duty of persons acting together to keep each other informed
1058. Interest in shares by attribution
1059. Interest in shares that are notifiable interests for purposes of Chapter
1060. Enforcement of notification obligation
1061. Individual and group acquisitions register
1062. Company investigations concerning interests in shares
1063. Registration of interest disclosed under section 1062
1064. Company investigations on requisition by members
1065. Company reports on investigation
1066. Penalty for failure to provide information
1067. Removal of entries from register
1068. Entries, when not to be removed
1069. Where register to be kept, inspection of register, inspection of reports, etc.
1070. Duty of PLC to notify authorised market operator
CHAPTER 5
Acquisition of own shares and certain acquisitions by subsidiaries
1071. Additional (general) provisions relating to acquisition by PLCs of own shares
1072. “Market purchase”, “overseas market purchase” and “off-market purchase”
1073. Authority for PLC's purchase of own shares
1074. Market purchase of own shares
1075. Off-market purchase of own shares
1076. Assignment or release of company's right to purchase own shares
1077. Relationship of certain acquisition provisions to those in PART 3
1078. Off-market re-allotment of treasury shares by PLC
1079. Return to be made to Registrar under section 116
(1)
1080. Duty of PLC to publish particulars of overseas market purchase
1081. Duty of PLC to notify authorised market operator
CHAPTER 6
Distribution by a PLC
1082. Restriction on distribution of assets
1083. Relevant financial statements in the case of distribution by PLC
1084. Limitation on reduction by a PLC of its company capital
CHAPTER 7
Uncertificated securities
1085. Transfer in writing
1086. Power to make regulations for the transfer of securities
1087. Supplemental provisions in relation to section 1086
CHAPTER 7A
Uncertificated securities of relevant issuers
1087A. Interpretation
1087B. Share certificates
1087C. Written instrument of transfer
1087D. Alternative special majority for Schemes of Arrangement
1087E. Disapplication of additional requirement
1087F. Irrevocable power of attorney
1087G. Record date for participation and voting in general meeting
1087H. Definition of subsidiary
CHAPTER 7B
Dematerialisation of applicable securities
1087I. Interpretation
1087J. Application of Chapter
1087K. Abolition of certificates in respect of applicable securities
1087L. Transfer of applicable securities
1087M. Restrictions on transfer of applicable securities
1087N. Disapplication of certain provisions to applicable securities
1087O. Disapplication of requirement for certificate in respect of applicable securities
1087P. Representation of applicable securities
CHAPTER 8
Corporate governance
1088. Number of directors of a PLC
1089. PLC, with 2 or more members, may not dispense with holding of a.g.m.
1090. Rotation of directors
1091. Modification of section 149(8)'s operation where public or local offer co-incides
with change among directors
1092. Remuneration of directors
1093. Application of section 193 in relation to PLC
1094. Provisions consequent on participation by PLC in system for uncertificated transfer
of securities
1095. Attendance and voting at meetings
1096. Notice of meetings
1097. Application of section 167 to PLC that is not a public-interest entity under
S.I. No. 220 of 2010
1098. Length of notice of general meetings to be given
1098A. Application of section 176A in relation to PLCs
1099. Additional rights of shareholders in certain PLCs (provisions implementing Shareholders'
Rights Directive 2007/36/EC)
1100. Equality of treatment of shareholders
1101. Requisitioning of general meeting by members — modification of section 178
(3)
1102. Length of notice of general meetings to be given by traded PLC
1102A. Modification of application of section 325(1) to traded PLC
1103. Additional provisions concerning notice under section 181 by a traded PLC
1104. Right to put items on the agenda of the general meeting and to table draft resolutions
1105. Requirements for participation and voting in general meeting
1106. Participation in general meeting by electronic means
1107. Right to ask questions
1108. Provisions concerning appointment of proxies
1109. Traded PLC may permit vote to be cast in advance by correspondence
1110. Voting results
CHAPTER 8A
Rights of shareholders
1110A. Interpretation, application and commencement (Chapter 8A)
1110B. Identification of shareholders
1110C. Transmission of information
1110D. Facilitation of exercise of shareholder rights
1110E. Non-discrimination, proportionality and transparency of costs
CHAPTER 8B
Transparency of institutional investors, asset managers and proxy advisors
1110F. Interpretation and application (Chapter 8B)
1110G. Engagement policy - institutional investors
1110H. Engagement policy - asset managers
1110I. Investment strategy of institutional investors and arrangements with asset
managers
1110J. Transparency of asset managers
1110K. Transparency of proxy advisors
CHAPTER 8C
Remuneration policy, remuneration report and transparency and approval of related
party transactions
1110L. Interpretation and application (Chapter 8C)
1110M. Right to vote on remuneration policy
1110N. Remuneration report
1110O. Transparency and approval of related party transactions
CHAPTER 8D
Offences and penalties
1110P. Offences and penalties
CHAPTER 9
Duties of directors and other officers
1111. Obligation to convene extraordinary general meeting in event of serious loss
of capital
1112. Qualifications of secretary of a PLC
CHAPTER 10
Financial statements, annual return and audit
1113. Voting by director in respect of certain matters: prohibition and exceptions
thereto
1114. Non-application of Part 6 to PLCs that are credit institutions or insurance
undertakings
1115. Requirement for corporate governance statement and modification of certain provisions
of Parts 5 and 6 as they apply to PLCs
1116. Modification of definition of “IAS Regulation” in the case PLCs
1116A. Modification of definition of “ineligible entities” in case of PLCs
1117. Obligation for a PLC's statutory financial statements to be audited
1118. Statutory auditors' report on revised financial statements and revised report
1119. Summary financial statements and circulation of them to members in lieu of full
financial statements
1120. Application of sections 310 to 313
CHAPTER 11
Debentures
1121. Provisions as to register of debenture holders
CHAPTER 12
Examinerships
1122. Petitions for examinerships
CHAPTER 12A
Winding Up
1122A. Application of Chapter 7 of Part 11 to PLCs
CHAPTER 13
Reorganisations
1123. Acquisitions of uncertificated securities from dissenting shareholders
CHAPTER 14
Strike off and restoration
1124. Power of Registrar to strike PLC off register
1125. Reinstatement as PLC confined to company which had such status before dissolution
CHAPTER 15
Investigations
1126. Inspectors — minimum number of members that may apply for their appointment in the case of a PLC
CHAPTER 16
Mergers
1127. Interpretation (Chapter 16)
1128. Requirement for Chapter to apply
1129. Mergers to which Chapter applies — definitions and supplementary provision
1130. Merger may not be put into effect save in accordance with this Chapter
1131. Common draft terms of merger
1132. Directors' explanatory report
1133. Expert's report
1134. Merger financial statement
1135. Registration and publication of documents
1136. Inspection of documents
1137. General meetings of merging companies
1138. Electronic means of making certain information available for purposes of section
1137
1139. Meetings of classes of shareholders
1140. Purchase of minority shares
1141. Application for confirmation of merger by court
1142. Protection of creditors
1143. Preservation of rights of holders of securities
1144. Confirmation order
1145. Certain provisions not to apply where court so orders
1146. Registration and publication of confirmation of merger
1147. Civil liability of directors and experts
1148. Criminal liability for untrue statements in merger documents
CHAPTER 17
Divisions
1149. Interpretation (Chapter 17)
1150. Requirements for Chapter to apply
1151. Divisions to which this Chapter applies — definitions and supplementary provisions
1152. Division may not be put into effect save under and in accordance with this Chapter
1153. Common draft terms of division
1154. Directors' explanatory report
1155. Expert's report
1156. Division financial statement
1157. Registration and publication of documents
1158. Inspection of documents
1159. General meetings of companies involved in a division
1160. Electronic means of making certain information available for purposes of section
1159
1161. Meetings of classes of shareholders
1162. Purchase of minority shares
1163. Application for confirmation of division by court
1164. Protection of creditors and allocation of liabilities
1165. Preservation of rights of holders of securities
1166. Confirmation order
1167. Certain provisions not to apply where court so orders
1168. Registration and publication of confirmation of division
1169. Civil liability of directors and experts
1170. Criminal liability for untrue statements in division documents
CHAPTER 18
Public offers of securities, prevention of market abuse, etc.
1171. Application of Chapters 1, 2 and 4 of Part 23 to PLCs
PART 18
GUARANTEE COMPANIES
CHAPTER 1
Preliminary and definitions
1172. Definitions (Part 18)
1173. Application of Parts 1 to 14 to CLGs
CHAPTER 2
Incorporation and consequential matters
1174. Way of forming a CLG
1175. CLG to carry on activity in the State
1176. The form of a CLG's constitution
1177. Supplemental provisions in relation to constitution and continuance in force
of existing memorandum and articles
1178. Provisions as to names of CLGs
1179. Trading under a misleading name
1180. Power to dispense with “company limited by guarantee” or Irish equivalent in name of charitable and other companies
1181. Prohibition on certain provisions in constitution, etc. and issuing of shares
1182. Capacity of a CLG
1183. Capacity not limited by a CLG's constitution
1184. Alteration of objects clause by special resolution
1185. Supplemental provisions in relation to section 1184
1186. Restriction of section 32(1) in relation to CLGs
1187. Alteration of articles by special resolution
1188. Power to alter provisions in memorandum which could have been contained in articles
1189. Status of existing guarantee company
1190. Transitional provision — use of “limited” or “teoranta” by existing guarantee company
CHAPTER 3
Share capital
1191. Limitation on offers by CLGs of securities to the public
1192. Application of section 114 in relation to CLGs
1193. Uncertificated transfer of securities
1193A. Application of Chapter 3A of Part 16 to CLGs
CHAPTER 4
Corporate governance
1194. Directors
1195. Limitation on number of directorships
1196. Rotation of directors
1197. Remunerat1ion of directors
1198. Removal of directors
1199. Membership
1200. Personation of member: offence
1201. Register of members
1202. CLG, with 2 or more members, may not dispense with holding of a.g.m.
1203. Convening of extraordinary general meeting on requisition
1204. Persons entitled to notice of general meetings
1204A. Disapplication of section 181(5)(d) in respect of certain CLGs
1205. Proxies
1206. Votes of members
1207. Right to demand a poll
1208. Application of section 193 in relation to a CLG
1209. Application of section 198 in relation to a CLG
1210. Application of Chapter 5 of Part 5 to a CLG
CHAPTER 5
Financial statements, annual return and audit
1211. Non-application of Part 6 to CLGs that are credit institutions or insurance
undertakings
1212. Requirement for corporate governance statement and modification of certain provisions
of Parts 5 and 6 as they apply to CLGs
1213. Modification of definition of “IAS Regulation” in the case of CLGs
1214. Application of section 297 to a CLG
(Repealed)
1215. Disclosures by CLG that is credit institution
1216. Disclosure of membership changes in CLG's financial statements
1217. Disapplication of sections 325(1)(c) and 329 to a CLG
1218. Application of sections 334, 350 and 362 to a CLG
1219. Qualification of section 338 in the case of a CLG
1220. Exemption from filing with Registrar financial statements, etc.
1221. Application of section 392 to a CLG
1222. Application of section 393 to a CLG
CHAPTER 6
Liability of contributories in winding up
1223. Liability as contributories of past and present members and provision concerning
winding up after certain re-registration
CHAPTER 7
Examinerships
1224. Petitions for examinerships
CHAPTER 8
Investigations
1225. Application of section 747(2) to CLGs
CHAPTER 9
Public offers of securities, prevention of market abuse, etc.
1226. Application of Chapters 1, 2 and 4 of Part 23 to CLGs
PART 19
UNLIMITED COMPANIES
CHAPTER 1
Preliminary and definitions
1227. Interpretation (Part 19)
1228. Three types of unlimited company and uniform words to be affixed to name
1229. References to unlimited company to mean ULC, PUC or PULC
1230. Application of Parts 1 to 14 to unlimited companies
CHAPTER 2
Incorporation and consequential matters
1231. Way of forming an unlimited company
1232. Unlimited company to carry on activity in the State
1233. The form of the constitution of an ULC or PUC
1234. The form of the constitution of a PULC
1235. Supplemental provisions in relation to constitution referred to in section 1233
or 1234 and continuance in force of existing memorandum and articles
1236. Effect of registration
1237. Provisions as to names of unlimited companies
1238. Trading under a misleading name
1239. Capacity of an unlimited company
1240. Capacity not limited by the constitution of an unlimited company
1241. Alteration of objects clause by special resolution
1242. Supplemental provisions in relation to section 1241
1243. Application of section 1018 to PUCs and PULCs
1244. Alteration of articles by special resolution
1245. Power to alter provisions in memorandum which could have been contained in articles
1246. Status of existing unlimited company
1247. Transitional provision — omission of “unlimited company” or “cuideachta neamhtheoranta” by existing unlimited company
CHAPTER 3
Share capital
1248. Application of section 68 to PUCs and PULCs
1249. Authority to allot and pre-emption rights in the case of a PUC
1250. Variation of rights attached to special classes of shares
1251. Variation of company capital
1252. Reduction of company capital
1253. Application of section 94 to ULCs and PUCs
1254. Application of section 114 in relation to PULCs
1255. Making of distributions unrestricted in the case of unlimited companies
1256. Uncertificated transfer of securities
CHAPTER 4
Corporate governance
1257. Directors
1258. Limitation on number of directorships
1259. Membership of a PULC
1260. Personation of member: offence
1261. Register of members
1262. Unlimited company, with 2 or more members, may not dispense with holding of
a.g.m.
1263. Application of section 193 in relation to an unlimited company
1263A. Application of Chapter 3A of Part 16 to PUCs and PULCs
CHAPTER 5
Financial statements, annual return and audit
1264. Definitions (Chapter 5)
1265. Non-application of Part 6 to unlimited companies that are credit institutions
or insurance undertakings
1266. Requirement for corporate governance statement and modification of certain provisions
of Parts 5 and 6 as they apply to PUCs and PULCs
1267. Modification of definition of “IAS regulation” in the case of PUCs and PULCs
1267A. Modification of definition of “ineligible entities” in case of PUCs and PULCs
1268. Application of section 297 to a PULC
(Repealed)
1269. Disclosures by unlimited company that is a credit institution
1270. Disclosure of membership changes in PULC’s financial statements
1271. Disapplication of sections 325(1)(c) and 329 to a PULC
1272. Application of section 362 to an ULC and obligation on other unlimited companies
to have their financial statements audited
1273. Qualification of section 338 in the case of a PULC
1274. No requirement to deliver financial statements, etc., with annual return in
the case of certain ULCs
1274A. Non application of Part 26 to certain ULCs
1275. Application of section 392 to a PULC
1276. Application of section 393 to a PULC
1277. Documents to be annexed to annual return of non-designated ULC
CHAPTER 6
Winding up
1278. Liability as contributories of past and present members
1279. Payment of debts due by contributory to the unlimited company and extent to
which set-off allowed
CHAPTER 7
Examinerships
1280. Petitions for examinerships
CHAPTER 7A
Winding Up
1280A. Application of Chapter 7 of Part 11 to unlimited companies
CHAPTER 8
Investigations
1281. Application of section 747(2) to PUCs and PULCs
CHAPTER 9
Public offers of securities, market abuse, etc.
1282. Application of Chapters 1, 2 and 4 of Part 23 to PUCs and PULCs
PART 20
RE-REGISTRATION
CHAPTER 1
Interpretation
1283. Interpretation (Part 20)
CHAPTER 2
General provisions as to re-registration
1284. Company may re-register as another company type
1285. Procedure generally for re-registration
1286. Additional statements required of company that is to have a share capital on
its re-registration
1287. PLC's resolution to re-register as a private company limited by shares or DAC
may be cancelled by court
1288. Re-registration upon reduction of company capital of a PLC
CHAPTER 3
Special requirements for re-registration
1289. What this Chapter does and references to relevant Chapter 2 requirements
1290. Particular requirements for re-registration as a private company limited by
shares
1291. Particular requirements for re-registration of company as a PLC
1292. Requirements as to share capital of a company applying to re-register as a PLC
1293. Shares allotted by company applying to re-register as PLC between balance sheet
date and passing of special resolution
1294. Application of certain other provisions of Part 17 on allotments to a company
that passed resolution for re-registration
1295. Power of unlimited company to provide for reserve share capital on re-registration
1296. Particular requirements for re-registration of limited company as unlimited
1297. Particular requirements for re-registration of company as a CLG
1298. Particular requirements for re-registration of company as a DAC limited by shares
1299. Particular requirements for re-registration of company as a DAC limited by guarantee
PART 21
EXTERNAL COMPANIES
CHAPTER 1
Preliminary
1300. Interpretation (Part 21)
1301. Application to external companies of certain provisions of Parts 1 to 14
CHAPTER 2
Filing obligations of external companies
1302. Filing obligations of EEA company
1303. Accounting documents to be filed by EEA company
1304. Filing obligations of non-EEA company
1305. Accounting documents to be filed by non-EEA company
1306. Return of capital by non-EEA company
CHAPTER 3
Disclosure in certain business documents and translation of documents
1307. Disclosure on letters and order forms
1308. Notice of delivery to be published in CRO Gazette
1309. Translation of documents
CHAPTER 4
Service of documents
1310. Service of documents
CHAPTER 5
Compliance
1311. Duty of securing compliance with this Part
PART 22
UNREGISTERED COMPANIES AND JOINT STOCK COMPANIES
CHAPTER 1
Application of Act to unregistered companies
1312. Application of certain provisions of Act to unregistered companies
1313. Minister's power to make regulations in relation to Schedule 14
CHAPTER 2
Registration of certain bodies (other than joint stock companies) as companies
1314. Definitions (Chapter 2)
1315. Registration as a company of body to which section 1312(1) applies
1316. Requirements for registration under this Chapter as company
1317. Particular requirements for registration of body corporate as a PLC
1318. Requirements as to share capital of body corporate applying to register as a
PLC
1319. Shares allotted by body corporate applying to register as PLC between balance
sheet date and passing of registration resolution
1320. Application of certain other provisions of Part 17 on allotments to a body that
passed resolution for registration as a PLC
1321. Regulations for special cases
1322. Change of name for purposes of registration
1323. Registration and its effects
1324. Supplemental provisions in relation to section 1323
1325. Consequential repeals
CHAPTER 3
Winding up of unregistered company
1326. Chapter 3 — construction of expression “unregistered company”
1327. Restriction of this Chapter
1328. Winding up of unregistered companies
1329. Cases in which unregistered company shall be deemed to be unable to pay its
debts
1330. Contributories in winding up of unregistered company
1331. Power of court to stay or restrain proceedings
1332. Actions stayed on winding-up order
1333. Provisions of this Chapter to be cumulative
CHAPTER 4
Provisions concerning companies registered, but not formed, under former Acts and
certain other existing companies
1334. Application of Act to companies registered but not formed under former Companies
Acts
1335. Application of Act to unlimited companies re-registered as limited companies
under certain former enactments
1336. Provisions as to companies registered under Joint Stock Companies Acts
CHAPTER 5
Registration of joint stock companies under this Act
1337. Interpretation (Chapter 5)
1338. Companies capable of being registered
1339. Requirements for registration of joint stock companies
1340. Verifications of lists of members and directors of company for purposes of registration
1341. Registrar may require evidence as to nature of company
1342. Addition of “limited” or “teoranta”, etc. to name
1343. Certificate of registration of existing company
1344. Effects of registration under this Chapter
1345. Power to substitute memorandum and articles for deed of settlement
1346. Power of court to stay or restrain proceedings
1347. Actions stayed on winding-up order
PART 23
PUBLIC OFFERS OF SECURITIES, FINANCIAL REPORTING BY TRADED COMPANIES, PREVENTION OF
MARKET ABUSE, ETC.
CHAPTER 1
Public offers of securities
1348. Interpretation (Chapter 1)
1349. Civil liability for misstatements in prospectus
1350. Exceptions and exemptions
1351. Restriction of liability where non-equity securities solely involved
1352. Indemnification of certain persons
1353. Expert's consent to issue of prospectus containing statement by him or her
1354. Regulations (Chapter 1)
1355. Saver for existing Prospectus Regulations
1356. Penalties on conviction on indictment and defences in respect of certain offences
1357. Untrue statements and omissions in prospectus: criminal liability
1358. Requirements about minimum subscriptions, matters to be stated in offer documentation
in that regard, etc.
1359. Supplemental provisions in relation to section 1358
1360. Further supplemental provisions in relation to section 1358: effect of irregular
allotment
1361. Local offers
1362. Exclusion of Investment Intermediaries Act 1995
1363. Power to make certain rules and issue guidelines
1364. Certain agreements void
CHAPTER 2
Market abuse
1365. Interpretation (Chapter 2)
1366. Regulations (Chapter 2)
(Repealed)
1367. Saver for existing Market Abuse Regulations
(Repealed)
1368. Conviction on indictment of offences under Irish market abuse law: penalties
1369. Civil liability for certain breaches of Irish market abuse law
1370. Supplementary rules, etc., by competent authority
1371. Application of Irish market abuse law to certain markets
CHAPTER 3
Requirement for corporate governance statement and application of certain provisions
of Parts 5 and 6 where company is a traded company
1372. Definition (Chapter 3)
1373. Corporate governance statement in the case of a traded company
1374. Application of section 225 to a traded company
1375. Application of sections 279 and 280 to a traded company excluded
1376. Application of sections 290(7)(b), 293 and 362 to a traded company
1377. Certain exemptions from consolidation of financial statements not available
to traded company
1378. DAC or CLG that is a traded company may not file abridged financial statements
CHAPTER 4
Transparency requirements regarding issuers of securities admitted to trading on certain
markets
1379. Interpretation (Chapter 4)
1380. Power to make certain regulations (Chapter 4)
1381. Saver for existing Transparency Regulations
1382. Conviction on indictment of offences under transparency (regulated markets)
law
1383. Supplementary rules, etc. by competent authority
1384. Application of transparency (regulated markets) law to certain markets
CHAPTER 5
Application of section 393 to a company to which Part 23 applies
1384A. Application of section 393 to a company to which Part 23 applies
PART 24
INVESTMENT COMPANIES
CHAPTER 1
Preliminary and interpretation
1385. Interpretation (Part 24)
1386. Definition of “investment company” and construction of references to nominal value of shares, etc.
1387. Application of Parts 1 to 14 to investment companies
1388. Application of Part 17 to investment companies
1389. Adaptation of certain provisions of UCITS Regulations
CHAPTER 2
Incorporation and registration
1390. Way of forming an investment company
1391. Investment company to carry on activity in the State
1392. The form of an investment company's constitution
1393. Supplemental provisions in relation to constitution and continuance in force
of existing memorandum and articles
1394. Status of existing investment company
1395. Authorisation by Central Bank
1396. Powers of Central Bank
1397. Default of investment company or failure in performance of its investments
CHAPTER 3
Share capital
1398. Power of company to purchase own shares
1399. Treatment of purchased shares
CHAPTER 4
Financial statements
1400. Statutory financial statements
1400A. Modification of definition of “ineligible entities” in case of investment companies
1401. Requirement for corporate governance statement and modification of certain provisions
of Parts 5 and 6 as they apply to investment companies
1401A. Filing of financial statements by investment company
CHAPTER 5
Winding up
1402. Circumstances in which company may be wound up by the court
CHAPTER 6
Restoration
1403. Restoration by the court
CHAPTER 7
Public offers of securities, prevention of market abuse, etc.
1404. Application of Chapters 1, 2 and 4 of Part 23 to investment companies
CHAPTER 8
Umbrella funds and sub-funds
1405. Segregated liability of investment company sub-funds
1406. Requirements to be complied with by, and other matters respecting, an umbrella
fund to which section 1405(1) applies
1407. Further matters respecting an umbrella fund to which section 1405(1) applies
CHAPTER 9
Migration of funds
1408. Definitions (Chapter 9)
1409. “Registration documents”— meaning
1410. Continuation of foreign investment company
1411. Supplemental provisions in relation to section 1410
1412. Definitions for the purposes of de-registration provisions contained in sections
1413 and 1414
1413. De-registration of companies when continued under the law of place outside the
State
1414. Supplemental provisions in relation to section 1413
1415. Statutory declaration as to solvency
PART 25
MISCELLANEOUS
CHAPTER 1
Provisions concerning foreign insolvency proceedings (including those covered by the
Insolvency Regulation)
1416. Preliminary and interpretation (Chapter 1)
1417. Recognition of winding up orders of non-European Union states and Denmark
1418. Purpose of sections 1419 to 1428
1419. Registration of judgments given in insolvency proceedings
1420. Publication in relation to insolvency proceedings outside State
1421. Registration of insolvency judgments
1422. Enforcement in State of insolvency judgments
1423. Interest on insolvency judgments and payment of costs
1424. Currency of payments under enforceable insolvency judgments
1425. Preservation measures
1426. Venue
1427. Language of claims in relation to insolvency proceedings outside State
1428. Non-recognition or non-enforcement of judgments
CHAPTER 1A
Provisions concerning bank recovery and resolution
1428A. Priority of payments in a winding up
CHAPTER 2
Other miscellaneous provisions
1429. Deemed consent to disclosure with respect to interest in shares or debentures
acquired
1430. Extension of Chapter 1 of Part 9 to any company liable to be wound up
1431. Application of sections 113 to 115 to bodies corporate generally
1432. Saving for enactments providing for winding up under certain former Companies
Acts
1433. Application of section 405 to every type of company and society
1434. Restriction of section 58 of the Solicitors Act 1954
1435. Prohibition of partnerships with more than 20 members
1436. Prohibition of banking partnership with more than 10 members
1437. Signing of statutory financial statements in case of credit institution registered
after 15 August 1879
1438. Audit by Comptroller and Auditor General of companies not trading for gain
1439. Application of sections 1402 and 1403 to companies that are UCITS
1440. Relationship between Chapters 1 and 2 of Part 9 and Irish Takeover Panel Act
1997
1441. Eligibility to act as public auditor
(Repealed)
1442. Certain captive insurers and re-insurers: exemption from requirement to have
audit committee
1443. Assurance company holding shares in its holding company
1444. Realised profits of assurance companies
1445. Amendment of section 30 of Multi-Unit Developments Act 2011
1446. Provision as to names of companies formed pursuant to statute
1447. Disapplication of section 7 of Official Languages Act 2003
1448. Provision in respect of certain discretion afforded by Commission Decision 2011/30/
EU
(Repealed)
PART 26
PAYMENTS TO GOVERNMENTS
CHAPTER 1
Preliminary
1449. Interpretation
CHAPTER 2
Obligation to prepare payment reports
1450. Obligation to prepare entity report on payments to governments
1451. Obligation to prepare a consolidated payment report
CHAPTER 3
Content of payment reports
1452. Content of entity payment report
1453. Content of consolidated payment report
CHAPTER 4
Payment reports: Exemptions and exclusions
1454. Exemption from preparation where certain payments included in consolidated payment
report of holding company or higher holding undertaking
1455. Exemption from preparation where company is subject to equivalent reporting
requirements
1456. Exemption from preparation where holding undertaking or higher holding undertaking
is subject to equivalent reporting requirements
1457. Certain undertakings exempt from inclusion in a consolidated payment report
CHAPTER 5
Approval and signing of payment reports
1458. Approval and signing of entity payment reports and consolidated payment reports
CHAPTER 6
Publication of payment reports
1459. Delivery of copy of entity payment reports and consolidated payment reports
to Registrar
1460. Delivery of copy of entity payment reports and consolidated payment reports
prepared under equivalent reporting requirements to Registrar
PART 27
STATUTORY AUDITS
CHAPTER 1
Preliminary and Interpretation
1461. Interpretation (Part 27 and Schedules 19 and 20)
1462. Savings
1463. Application
CHAPTER 2
Approval of statutory auditors and audit firms
1464. Applications for approval, general principle as to good repute, etc.
1465. Basis on which audit firms approved in other Member States may carry out audits
in State
1466. Restriction as to persons who may carry out statutory audits
1467. Restriction on acting as statutory auditor
1468. Restriction on acting as statutory audit firm
1469. Offence for contravening section 1466, 1467, or 1468
1470. Conditions for approval as statutory auditor
1471. Transitional provisions applicable to certain deemed approvals under Regulation
44 of 2016 Audits Regulations
1472. Appropriate qualification for purpose of section 1470(a)
1473. Conditions for approval as statutory audit firm
1474. Powers of Director
1475. Evidence in prosecutions under section 1474
CHAPTER 3
Aptitude Test
1476. Aptitude test to be passed
1477. Scope of aptitude test
1478. Adequate standards to be applied in administration of aptitude test
CHAPTER 4
Withdrawal of Approval
1479. Grounds for mandatory withdrawal of approval in case of statutory auditor
1480. Grounds for mandatory withdrawal in case of statutory audit firm
1481. Appeals against withdrawal of approval
1482. Certain persons to be notified of withdrawal of approval
1483. Other persons to be notified of withdrawal of approval
CHAPTER 5
Public Register
1484. Public Register
1485. Notification of information to Registrar
1486. Prohibition on certain acts unless registered
1487. Obligation of statutory auditor or audit firm to notify certain information
1488. Public Register
CHAPTER 6
Standards for statutory auditors
1489. Continuing education
1490. Professional ethics
1491. Independence, objectivity and professional scepticism
1492. Standards for purposes of sections 1489 to 1491
1493. Arrangements for enforcement of standards
CHAPTER 7
Quality assurance
1494. Quality assurance by Supervisory Authority of statutory audit of public-interest
entities and third-country auditors, etc.
1495. System of quality assurance to be put in place
1496. Organisation of quality assurance system
1497. Quality assurance review deemed to include individual auditors in certain cases
1498. Right of recognised accountancy body as regards professional discipline
CHAPTER 8
Investigations and sanctions
1499. System of investigation and penalties
1500. Privileges, etc.
1501. Duty of each recognised accountancy body with regard to sanctions
1502. Scope of penalties and publicity in relation to their imposition
CHAPTER 9
Actions to be taken after decision by recognised accountancy body that statutory auditor
or audit firm of public-interest entity has committed relevant contravention
1503. Definitions (Chapter 9)
1504. Initial actions to be taken after decision by recognised accountancy body that
statutory auditor or audit firm of public-interest entity has committed relevant contravention
1505. Appeal against relevant decision
1506. Sanctions which Supervisory Authority may impose on specified person
1507. Relevant circumstances to be considered in imposing relevant sanctions on specified
person
1508. Publication of relevant sanction imposed on specified person, etc.
1509. Limitations on imposing monetary sanctions on specified person
1510. Specified person not to be liable to be penalised twice for same relevant contravention
1511. Appeals to and orders of High Court, including orders confirming relevant decisions
of Supervisory Authority
CHAPTER 10
Appointment of statutory auditors or audit firms
1512. Prohibition of contractual clauses restricting choice of auditors
1513. Selection procedures for statutory auditors or audit firms by public-interest
entities
1514. Appointment of statutory auditors or audit firms by public-interest entities
- informing the Supervisory Authority
1515. Removal of statutory auditors or audit firms by public-interest entities - supplementary
provisions
1516. Directors’ report to include date of last appointment of statutory auditor or audit firm
CHAPTER 11
Confidentiality and professional secrecy
1517. Rules of confidentiality to apply
1518. Supplemental provisions in relation to section 1517
1519. Saving
1520. Rules of confidentiality in relation to entities in third countries
1521. Incoming statutory auditor or audit firm to be afforded access to information
1522. Access by recognised accountancy body to audit documents
1523. Access by Supervisory Authority to information and documents held by recognised
accountancy bodies or relevant persons
1524. Professional privilege
1525. No liability for acts done in compliance with obligations imposed by relevant
provisions
CHAPTER 12
Auditing standards and audit reporting
1526. Auditing standards to be applied
1527. Audit of group accounts - responsibility of group auditor
1528. Further responsibility of group auditor
1529. Additional report to audit committee
1530. Auditors’ reporting obligations under Article 12 of Regulation (EU) No 537/2014
CHAPTER 13
Record keeping
1531. Record keeping
CHAPTER 14
Objectivity
1532. Future viability
CHAPTER 15
Independence
1533. Requirement for independence - general
1534. Professional scepticism
1535. Prohibited relationships - specific provisions to secure independence
1536. Prohibited relationships - financial or beneficial interest
1537. Prohibited relationships - mergers and acquisitions
1538. Threats to independence and other information to be recorded
1539. Preparation for statutory audit and assessment of threats to independence
1540. Non-intervention by certain persons in execution of audit
1541. Internal organisation of statutory auditors and audit firms
1542. Organisation of work of statutory auditors and audit firms
1543. Organisation of work of statutory auditors and audit firms - audit files
1544. Restrictions with regard to fees
1545. Restrictions with regard to fees exemption on exceptional basis
1546. Rotation of key audit partner in cases of public-interest entities
1547. Moratorium on taking up certain positions in audited undertakings or public-interest
entities
1548. Rotation of statutory auditor and audit firms in case of public-interest entities
- extension
1549. Rotation - reports by statutory auditor and audit firm in case of public-interest
entities
1550. Provision of certain prohibited non-audit services by auditors of public-interest
entities
CHAPTER 16
Audit committees
1551. Audit committees for public-interest entities
CHAPTER 17
Cooperation with other Member States
1552. Cooperation with other Member States
1553. Specific requirements with regard to cooperation
1554. Confidentiality of information
1555. Supplemental provisions in relation to section 1554
1556. Obligation to supply information required for certain purposes and saving concerning
confidential information
1557. Obligation of Supervisory Authority or recognised accountancy body to gather
information
1558. Application of section 1554 to certain information
1559. Requesting authority to be notified if its request not complied with
1560. Grounds for refusing request for information
1561. Use to which information may be put
1562. Counterpart authority to be notified of non-compliance with Audit Directive
and Regulation (EU) No 537/2014
1563. Counterpart authority may be requested to carry out investigation
1564. Duty of Supervisory Authority or recognised accountancy body to take certain
action
1565. Due consideration to be given to counterpart authority’s request for investigation
1566. Grounds for refusing request for investigation
CHAPTER 18
Mutual recognition of regulatory arrangements between Member States
1567. Mutual recognition of regulatory arrangements between Member States
CHAPTER 19
Transfer of audit working papers, etc., to third-country competent authorities
1568. Transfer of audit documentation to third-country competent authority
1569. Derogation from section 1568 in exceptional cases
1570. Particulars of working arrangements to be notified
1571. Joint inspections
CHAPTER 20
International aspects
1572. Approval of third-country auditor
CHAPTER 21
Registration and oversight of third-country auditors and third-country audit entities
1573. Registration of third-country auditors and third-country audit entities
1574. Exemption from quality assurance
1575. Removal of third-country auditor or third-country audit entity registered in
accordance with section 1573 from public register
1576. Audit by non-registered auditor or audit entity - consequence
1577. Conditions for registration of third-country auditor or third-country audit
entity
1578. Supervisory Authority may assess matter of equivalence for purposes of section
1577(2)(c)
1579. Certain fees chargeable by Supervisory Authority
1580. Exemptions in case of equivalence
1581. Investigations and sanctions
CHAPTER 22
Savings for disciplinary proceedings in being
1582. Savings for disciplinary proceedings in being - 2010 Audits Regulations
1583. Savings for disciplinary proceedings in being - 2016 Audits Regulations
1584. Savings for disciplinary proceedings in being - prescribed accountancy bodies
PART 28
SUSTAINABILITY REPORTING
CHAPTER 1
Preliminary and General
1585. Interpretation – Part 28
1586. Definition of "applicable company"
1587. Application of Part
1588. Non-application to certain financial products and undertakings
CHAPTER 2
Sustainability Reporting
1589. Key intangible resources
1590. Sustainability reporting
1591. Consultation with employees’ representatives
1592. Derogation from section 1590 for certain applicable companies
1593. Deemed compliance with section 327(3)(b)
1594. Exemption from section 1590 for certain subsidiaries
1595. Conditions to be met for exemption in section 1594
1596. Consolidated sustainability reporting
1597. Consultation with employees’ representatives
1598. Exemption from section 1596 for certain subsidiaries
1599. Conditions for exemption in section 1598
1600. Single electronic reporting format of directors’ report of applicable companies
1601. Documents to be annexed to annual return: applicable companies
CHAPTER 3
Sustainability Reporting Concerning Third-Country Undertakings
1602. Interpretation – Chapter 3
1603. Sustainability reporting for applicable subsidiaries and applicable branches
1604. Documents to be annexed to annual return: applicable subsidiaries
1605. Documents to be delivered to Registrar: applicable branches
1606. Responsibility for drawing-up, publishing and making accessible sustainability
reports concerning third-country undertakings
1607. Transitional provisions
CHAPTER 4
Assurance of Sustainability Reporting
1608. Interpretation (Chapter 4)
1609. Appointment of statutory auditor for purposes of carrying out assurance of sustainability
reporting
1610. Assurance standards to be applied
1611. Organisation of work of statutory auditors and audit firms when carrying out
assurance of sustainability reporting
1612. Organisation of work of statutory auditors and audit firms - assurance files
1613. Assurance report on sustainability reporting
1614. Assurance of consolidated sustainability reporting
1615. Further responsibility of group auditor in relation to assurance of sustainability
reporting
1616. Audit committees for public-interest entities – responsibilities in relation
to assurance of sustainability reporting
1617. Resolution for accredited third party to prepare report on certain elements
of sustainability reporting
1618. Prohibited non-audit services in case of assurance of sustainability reporting
of public-interest entity
1619. Restrictions with regard to fees
1620. Confidentiality and professional secrecy
1621. Independence, objectivity and professional scepticism
1622. Irregularities
1623. Removal or resignation of statutory auditors from carrying out assurance of
sustainability reporting
1624. Removal of statutory auditors from carrying out assurance of sustainability
reporting of public-interest entities
1625. Notification to Supervisory Authority of certain matters regarding cessation
of office
CHAPTER 5
Approval to carry out assurance of sustainability reporting
1626. Approval to carry out assurance of sustainability reporting
1627. Conditions for approval to carry out assurance of sustainability reporting as
statutory auditor
1628. Appropriate qualification for purpose of section 1627(a)
1629. Aptitude test to be passed
1630. Scope of aptitude test
1631. Adequate standards to be applied in administration of aptitude test
1632. Conditions for approval to carry out assurance of sustainability reporting as
a statutory audit firm
1633. Basis on which audit firms approved in other Member States may carry out assurance
of sustainability reporting in State
1634. Restriction as to persons who may carry out assurance of sustainability reporting
1635. Transitional provisions relating to approval of certain statutory auditors
1636. Public register
1637. Notification of information to Registrar
1638. Continuing education
1639. Withdrawal of approval under this Part
CHAPTER 6
Approval and registration of third-country auditors for purposes of carrying out assurance
of sustainability reporting
1640. Approval of third-country auditors to carry out assurance of sustainability
reporting
1641. Registration of third-country audit firms and third-country audit entities for
assurance of sustainability reporting
CHAPTER 7
Quality assurance and oversight of statutory auditors carrying out assurance of sustainability
reporting
1642. System of quality assurance
1643. Organisation of quality assurance system
1644. Quality assurance review deemed to include individual auditors in certain cases
1645. Right of recognised accountancy body as regards professional discipline
1646. System of investigation and penalties
1647. Co-operation and mutual recognition of regulatory arrangements between Member
States
1648. Transfer of assurance working papers etc. to third-country competent authorities
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 3A
ACCOUNTING PRINCIPLES, FORM AND CONTENT OF ENTITY FINANCIAL STATEMENTS OF A COMPANY
QUALIFYING FOR THE SMALL COMPANIES REGIME
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 3B
ACCOUNTING PRINCIPLES, FORM AND CONTENT OF FINANCIAL STATEMENTS OF A COMPANY QUALIFYING
FOR THE MICRO COMPANIES REGIME
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
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 4A
ACCOUNTING PRINCIPLES, FORM AND CONTENT OF GROUP FINANCIAL STATEMENTS FOR COMPANIES
SUBJECT TO THE SMALL COMPANIES REGIME
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
PART V
MISCELLANEOUS MATTERS
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
SCHEDULE 18
TABLE OF ACTIVITIES RELEVANT TO THE DEFINITIONS OF "LOGGING UNDERTAKING" AND "MINING
OR QUARRYING UNDERTAKING" IN SECTION 1449
SCHEDULE 19
STANDARDS RELATING TO TRAINING AND QUALIFICATIONS FOR APPROVAL OF INDIVIDUAL AS STATUTORY
AUDITOR
SCHEDULE 20
INFORMATION REQUIRED, BY CHAPTER 5 OF PART 27, TO BE SUPPLIED AND ENTERED IN A PUBLIC
REGISTER
SCHEDULE 21
SECTION 1110O
SCHEDULE 22
CORPORATE ENFORCEMENT AUTHORITY
SCHEDULE 23
STANDARDS RELATING TO TRAINING AND QUALIFICATIONS FOR APPROVAL TO CARRY OUT ASSURANCE
OF SUSTAINABILITY REPORTING
SCHEDULE 24
ADDITIONAL INFORMATION REQUIRED TO BE SUPPLIED AND ENTERED IN PUBLIC REGISTER
Number
38
of
2014