Companies Act 2014
Number 38 of 2014
COMPANIES ACT 2014
REVISED
Updated to 1 October 2024
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 Criminal Justice (Amendment) Act 2024 (31/2024), enacted 4 October 2024, and all statutory instruments up to and including the European Union (Corporate Sustainability Reporting) (No. 2) Regulations 2024 (S.I. No. 498 of 2024), made 1 October 2024, 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 1 October 2024
CONTENTS
Section
1. Short title and commencement
5. Savings and transitional provisions
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
12A. Extension of interim period
13. Authentication of certain official documents
INCORPORATION AND REGISTRATION
16. Extension of transition period in the event of difficulties
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
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
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
32. Amendment of constitution by special resolution
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
Corporate capacity and authority
38. Capacity of private company limited by shares
40. Persons authorised to bind company
Contracts and other transactions
43A. Execution of instruments during interim period
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
Company name, registered office and service of documents
49. Publication of name by company
50. Registered office of company
53. Enforcement of orders and judgments against companies and their officers
54. Interpretation (Chapter 6)
55. Status of existing private companies at end of transition period: general principle
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
62. Relief for members and creditors
63. Procedure for re-registration as designated activity company under this Chapter
SHARE CAPITAL, SHARES AND CERTAIN OTHER INSTRUMENTS
Preliminary and interpretation
65. Powers to convert shares into stock, etc.
Offers of securities to the public
68. Limitation on offers of securities to the public
70. Supplemental and additional provisions as regards allotments
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
76. Treatment of premiums paid on shares issued before a certain date
78. Supplemental provisions in relation to calls
79. Further provisions about calls (different times and amounts of calls)
82. Financial assistance for acquisition of shares
83. Variation of company capital
84. Reduction in company capital
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
94. Transfer of shares and debentures
97. Transmission of shares in special circumstances (including cases of mergers)
100. Rectification of dealings in shares
101. Personation of shareholder: offence
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
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
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
117. Profits available for distribution
119. Distributions in kind: determination of amount
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
127. Access to documents during business hours
130. Prohibition of body corporate or unincorporated body of persons being director
131. Prohibition of minor being director or secretary
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
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
145. Appointment of directors to be voted on individually
147. Compensation for wrongful termination, other powers of removal not affected by section 146
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
153. Provisions as to assignment of office by directors
Service contracts and remuneration
154. Copies of directors' service contracts
155. Remuneration of directors
156. Prohibition of tax-free payments to directors
157. Sections 158 to 165 to apply save where constitution provides otherwise
158. General power of management and delegation
160. Meetings of directors and committees
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
166. Minutes of proceedings of directors
170. Trusts not to be entered on register of members
172. Consequences of failure to comply with requirements as to register owing to agent's default
173. Rectification of register
General meetings and resolutions
174A. General meetings during interim period
176. The location and means for holding general meetings
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
185. Representation of bodies corporate at meetings of companies
186. The business of the annual general meeting
186A. Withdrawal or amendment of dividend resolutions
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
196. Single-member companies — absence of need to hold general meetings, etc.
197. Application of this Part to class meetings
199. Minutes of proceedings of meetings of a company
200. Interpretation (Chapter 7)
202. Summary Approval Procedure
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
212. Remedy in case of oppression
Form of registers, indices and minute books
213. Form of registers, minutes, etc.
214. Use of computers, etc., for certain company records
Inspection of registers, provision of copies of information in them and service of notices
216. Where registers and other documents to be kept, right to inspect them, etc.
218. Service of notices on members
DUTIES OF DIRECTORS AND OTHER OFFICERS
219. Interpretation and application (Part 5)
General duties of directors and secretaries and liabilities of them and other officers
224. Directors to have regard to interests of employees
225. Directors' compliance statement and related statement
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)
Evidential provisions with respect to loans, other transactions, etc., between company and directors
236. Loans, etc., by company to directors: evidential provisions
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.
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
254. “Existing legal obligation”— definition and other provisions in relation to sections 251 to 253
255. Contracts with sole members
Disclosure of interests in shares and debentures
256. Interpretation generally (Chapter 5)
257. “Disclosable interest”— meaning of that term
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
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
271. Presumption that default permitted and certain defence
FINANCIAL STATEMENTS, ANNUAL RETURN AND AUDIT
272. What this Part contains and use of prefixes —“Companies Act” and “IFRS”
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
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
280D. Qualification of company as micro company
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
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
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
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)
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
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
309. Other arrangements and transactions in which the directors, etc., have material interest
Disclosure required in notes to financial statements of other matters
314. Information on related undertakings
315. Information on related undertakings: exemption from disclosures
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
Approval of statutory financial statements
324. Approval and signing of statutory financial statements by board of directors
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
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
336. Statutory auditors' report on statutory financial statements
337. Signature of statutory auditor's report
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
Annual return and documents annexed to it
343. Obligation to make annual return
344. Special provision for annual return delivered in a particular form (Repealed)
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
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
358. Main conditions for audit exemption — non-group situation
359. Main conditions for audit exemption — group situation
361. Audit exemption not available where notice under section 334 served
363. Audit exemption (non-group situation) not available in certain cases
364. Audit exemption (group situation) not available in certain cases
Special audit exemption for dormant companies
365. Dormant company audit exemption
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
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.
Appointment of statutory auditors
381. Remuneration of statutory auditors
384. Appointment of statutory auditors by directors in other cases, etc.
385. Appointment of statutory auditors: failure to appoint
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
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
400. Resignation of statutory auditors: general
401. Resignation of statutory auditor: requisition of general meeting
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
406. False statements in returns, financial statements, etc.
407. Transitional provision — companies accounting by reference to Sixth Schedule to Act of 1963
Registration of charges and priority
409. Registration of charges created by companies
411. Duty of company to register charges existing on property acquired
413. Registration and priority of judgment mortgages
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
422. Liability of trustees for debenture holders
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
Prohibition on registration of certain matters affecting shareholders or debentureholders
427. Registration against company of certain matters prohibited
428. Appointment of receiver under powers contained in instrument: construction of such reference
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
436. Notice to Registrar of appointment of receiver, and of receiver ceasing to act
Powers and duties of receivers
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
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
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
REORGANISATIONS, ACQUISITIONS, MERGERS AND DIVISIONS
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
454. Supplemental provisions in relation to section 453
455. Provisions to facilitate reconstruction and amalgamation of companies
456. Interpretation (Chapter 2)
458. Additional requirement to be satisfied, in certain cases, for right to buy out to apply
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
469. Merger financial statement
470. Registration and publication of documents
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
479. Preservation of rights of holders of securities
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
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
493. Division financial statement
494. Registration and publication 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
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
509. Power of court to appoint examiner
511. Independent expert's report
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)
516. Availability of independent expert's report
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
526. Production of documents and evidence
527. No lien over company's books, records, etc.
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
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
Liability of third parties for debts of a company in examination
545. What this Chapter contains
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
552. Cessation of protection of company and termination of appointment of examiner
554. Costs and remuneration of examiners
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
RESCUE PROCESS FOR SMALL AND MICRO COMPANIES
558A. Interpretation (Part 10A)
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
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
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
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
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
558ZC. Objection to rescue plan
558ZD. Court hearing in case of objection
558ZE. Supplemental provisions in relation to section 558ZD and section 558ZZ
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
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
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
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.
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
558ZAC. Effect on certain sections where application to relevant court
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
558ZAJ. Regulations to remove difficulties
Preliminary and interpretation
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
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
579. Procedure for and commencement of 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
Creditors' voluntary winding up
586. Resolution for and commencement of creditors' voluntary winding up
588. Appointment of liquidator
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.
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
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
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
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
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
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
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
654. Liability of contributory
655. Liability as contributories of past and present members
656. Settlement of list of contributories
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
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
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
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
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
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
691. Entitlement to attend and notice
696. Registration of resolutions of creditors, contributories and members
697. Proceedings at the meeting
698. Entitlement to vote of creditors
702. Supplemental provisions in relation to section 701: time for lodging proxies, etc.
703. Representation of bodies corporate at meetings held during 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
Provisions related to the Insolvency Regulation
711. Publication in relation to insolvency proceedings
712. Confirmation of creditors' voluntary winding up
713. Provision of certain documents to liquidator
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
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
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
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
Restoration of company to register
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
744. Transitional provision for companies struck off register before commencement of this Chapter
745. Disclosure of information by Revenue Commissioners to Registrar
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
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
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
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
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)
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
794. Production and inspection of books or documents when offence suspected
795. Saving for privileged information
796. Assistance to company law authority
Compliance and protective orders
797. Court may order compliance by company or officer
798. Court may restrain directors and others from removing assets
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
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
817. Dealing by agent in shares or debentures subject to disclosure order
Restrictions on directors of insolvent companies
818. Interpretation and application (Chapter 3)
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
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
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
837. Interpretation generally (Chapter 4)
838. Meaning of “disqualified” and “disqualification order”
839. Automatic disqualification on conviction of certain indictable offences
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
Disqualification and restriction undertakings
854. Regulations for the purposes of sections 850 to 853
Enforcement in relation to disqualification and restriction
855. Offence of contravening disqualification order or restriction
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
Provisions relating to offences generally
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
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
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
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
885. Saving for privileged communications in context of requirements under section 724
886. Statutory declaration made in foreign place
FUNCTIONS OF REGISTRAR AND OF REGULATORY AND ADVISORY BODIES
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
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
Irish Auditing and Accounting Supervisory Authority
900. Interpretation (Chapter 2)
902. Membership of Supervisory Authority
903. Amendment to memorandum or articles
904. Objects of Supervisory Authority
905. Functions of Supervisory Authority
908. Supplementary provisions in relation to board of directors
909. Chief executive officer (including provision of transitional nature)
911. Annual programme of expenditure
912. Specification in annual programme of expenditure of amounts for reserve fund
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
922. Employees (including provision of a transitional nature)
924. Effect of breach of director's obligations in relation to material interest
925. Employee's duty of disclosure
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
934B. Immediate action required to protect public
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
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
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
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)
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)
Corporate Enforcement Authority
944A. Definitions (Chapter 3A)
944C. Establishment of Corporate Enforcement Authority
944E. Transfer of functions of Director to Authority
944G. Appointment of chairperson of Authority
944H. Resignation, removal, disqualification of 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
944U. Strategy statement and work programme
944W. Liability of Authority for acts or omissions
944Y. Final annual report of Director
944Z. Definitions (sections 944Z to 944AH)
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
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
964. Application of Parts 1 to 14 to DACs
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
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
979. Status of 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
Dematerialisation of applicable securities
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
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
Financial statements, annual return and audit
991. Non-application of Part 6 to DACs that are credit institutions or insurance undertakings
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.
Liability of contributories in winding up
998. Petitions for examinerships
998A. Application of Chapter 7 of Part 11 to DACs
Public offers of securities, prevention of market abuse, etc.
999. Application of Chapters 1, 2 and 4 of Part 23 to DACs
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
Incorporation and consequential matters
1005. PLC to carry on activity in the State
1006. The form of a PLC's constitution
1008. Provisions as to names of PLCs
1009. Trading under a misleading name
1010. Restriction on commencement of business by 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
1020. Capacity to make public offers of securities
1021. Allotment of shares and other securities
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
1034. Expert's report on non-cash assets acquired from subscribers, etc.
1035. Supplemental provisions in relation to section 1034
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
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
Interests in shares: disclosure of individual and group acquisitions
1047. Interpretation and supplemental (Chapter 4)
1048. Duty of disclosure — first class of case in which duty arises
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
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
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
1086. Power to make regulations for the transfer of securities
1087. Supplemental provisions in relation to section 1086
Uncertificated securities of relevant issuers
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
Dematerialisation of applicable securities
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
1088. Number of directors of a PLC
1089. PLC, with 2 or more members, may not dispense with holding of a.g.m.
1092. Remuneration of directors
1093. Application of section 193 in relation to PLC
1095. Attendance and voting at meetings
1098. Length of notice of general meetings to be given
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
1108. Provisions concerning appointment of proxies
1109. Traded PLC may permit vote to be cast in advance by correspondence
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
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
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
1110O. Transparency and approval of related party transactions
Offences and penalties
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
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
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
1120. Application of sections 310 to 313
1121. Provisions as to register of debenture holders
1122. Petitions for examinerships
1122A. Application of Chapter 7 of Part 11 to PLCs
1123. Acquisitions of uncertificated securities from dissenting shareholders
1124. Power of Registrar to strike PLC off register
1125. Reinstatement as PLC confined to company which had such status before dissolution
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
1134. Merger financial statement
1135. Registration and publication 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
1143. Preservation of rights of holders of securities
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
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
1156. Division financial statement
1157. Registration and publication 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
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
Public offers of securities, prevention of market abuse, etc.
1171. Application of Chapters 1, 2 and 4 of Part 23 to PLCs
1173. Application of Parts 1 to 14 to CLGs
Incorporation and consequential matters
1175. CLG to carry on activity in the State
1176. The form of a CLG's constitution
1178. Provisions as to names of CLGs
1179. Trading under a misleading name
1181. Prohibition on certain provisions in constitution, etc. and issuing of shares
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
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
1195. Limitation on number of directorships
1197. Remunerat1ion of directors
1200. Personation of member: offence
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
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
Financial statements, annual return and audit
1211. Non-application of Part 6 to CLGs that are credit institutions or insurance undertakings
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
Liability of contributories in winding up
1224. Petitions for examinerships
1225. Application of section 747(2) to CLGs
Public offers of securities, prevention of market abuse, etc.
1226. Application of Chapters 1, 2 and 4 of Part 23 to CLGs
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
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
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
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
1258. Limitation on number of directorships
1260. Personation of member: offence
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
Financial statements, annual return and audit
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
1273. Qualification of section 338 in the case of a PULC
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
1278. Liability as contributories of past and present members
1280. Petitions for examinerships
1280A. Application of Chapter 7 of Part 11 to unlimited companies
1281. Application of section 747(2) to PUCs and PULCs
Public offers of securities, market abuse, etc.
1282. Application of Chapters 1, 2 and 4 of Part 23 to PUCs and PULCs
1283. Interpretation (Part 20)
General provisions as to re-registration
1284. Company may re-register as another company type
1285. Procedure generally for re-registration
1288. Re-registration upon reduction of company capital of a PLC
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
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
1300. Interpretation (Part 21)
1301. Application to external companies of certain provisions of Parts 1 to 14
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
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
1311. Duty of securing compliance with this Part
UNREGISTERED COMPANIES AND JOINT STOCK COMPANIES
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
Registration of certain bodies (other than joint stock companies) as companies
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
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
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
1334. Application of Act to companies registered but not formed under former Companies Acts
1336. Provisions as to companies registered under Joint Stock Companies Acts
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
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
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
1359. Supplemental provisions in relation to section 1358
1360. Further supplemental provisions in relation to section 1358: effect of irregular allotment
1362. Exclusion of Investment Intermediaries Act 1995
1363. Power to make certain rules and issue guidelines
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
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
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
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
Preliminary and interpretation
1385. Interpretation (Part 24)
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
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
1394. Status of existing investment company
1395. Authorisation by Central Bank
1397. Default of investment company or failure in performance of its investments
1398. Power of company to purchase own shares
1399. Treatment of purchased shares
1400. Statutory financial statements
1400A. Modification of definition of “ineligible entities” in case of investment companies
1401A. Filing of financial statements by investment company
1402. Circumstances in which company may be wound up by the court
1403. Restoration by the court
Public offers of securities, prevention of market abuse, etc.
1404. Application of Chapters 1, 2 and 4 of Part 23 to investment companies
1405. Segregated liability of investment company sub-funds
1407. Further matters respecting an umbrella fund to which section 1405(1) applies
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
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
1427. Language of claims in relation to insolvency proceedings outside State
1428. Non-recognition or non-enforcement of judgments
Provisions concerning bank recovery and resolution
1428A. Priority of payments in a winding up
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
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)
Obligation to prepare payment reports
1450. Obligation to prepare entity report on payments to governments
1451. Obligation to prepare a consolidated payment report
1452. Content of entity payment report
1453. Content of consolidated payment report
Payment reports: Exemptions and exclusions
1455. Exemption from preparation where company is subject to equivalent reporting requirements
1457. Certain undertakings exempt from inclusion in a consolidated payment report
Approval and signing of payment reports
1458. Approval and signing of entity payment reports and consolidated payment reports
Publication of payment reports
1459. Delivery of copy of entity payment reports and consolidated payment reports to Registrar
Preliminary and Interpretation
1461. Interpretation (Part 27 and Schedules 19 and 20)
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
1472. Appropriate qualification for purpose of section 1470(a)
1473. Conditions for approval as statutory audit firm
1475. Evidence in prosecutions under section 1474
1476. Aptitude test to be passed
1478. Adequate standards to be applied in administration of aptitude test
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
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
Standards for statutory auditors
1491. Independence, objectivity and professional scepticism
1492. Standards for purposes of sections 1489 to 1491
1493. Arrangements for enforcement of standards
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
1499. System of investigation and penalties
1501. Duty of each recognised accountancy body with regard to sanctions
1502. Scope of penalties and publicity in relation to their imposition
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
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
1516. Directors’ report to include date of last appointment of statutory auditor or audit firm
Confidentiality and professional secrecy
1517. Rules of confidentiality to apply
1518. Supplemental provisions in relation to section 1517
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
1525. No liability for acts done in compliance with obligations imposed by relevant provisions
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
1533. Requirement for independence - general
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
1551. Audit committees for public-interest entities
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
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
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
Mutual recognition of regulatory arrangements between Member States
1567. Mutual recognition of regulatory arrangements between Member States
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
1572. Approval of third-country auditor
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
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
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
1585. Interpretation – Part 28
1586. Definition of "applicable company"
1588. Non-application to certain financial products and undertakings
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
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
Assurance of Sustainability Reporting
1608. Interpretation (Chapter 4)
1610. Assurance standards to be applied
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
1619. Restrictions with regard to fees
1620. Confidentiality and professional secrecy
1621. Independence, objectivity and professional scepticism
1625. Notification to Supervisory Authority of certain matters regarding cessation of office
Approval to carry out assurance of sustainability reporting
1626. Approval to carry out assurance of sustainability reporting
1628. Appropriate qualification for purpose of section 1627(a)
1629. Aptitude test to be passed
1631. Adequate standards to be applied in administration of aptitude test
1634. Restriction as to persons who may carry out assurance of sustainability reporting
1635. Transitional provisions relating to approval of certain statutory auditors
1637. Notification of information to Registrar
1639. Withdrawal of approval under this Part
1640. Approval of third-country auditors to carry 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
FORM OF CONSTITUTION OF PRIVATE COMPANY LIMITED BY SHARES
ACTS OF THE OIREACHTAS REPEALED
ACCOUNTING PRINCIPLES, FORM AND CONTENT OF ENTITY FINANCIAL STATEMENTS
CONSTRUCTION OF REFERENCES TO PROVISIONS OF SCHEDULE
ACCOUNTING PRINCIPLES AND VALUATION RULES
INFORMATION REQUIRED BY WAY OF NOTES TO FINANCIAL STATEMENTS
SPECIAL PROVISIONS WHERE A COMPANY IS A HOLDING COMPANY OR SUBSIDIARY UNDERTAKING
INTERPRETATION OF CERTAIN EXPRESSIONS IN SCHEDULE
CONSTRUCTION OF REFERENCES TO PROVISIONS OF SCHEDULE
ACCOUNTING PRINCIPLES AND VALUATION RULES
INFORMATION REQUIRED BY WAY OF NOTES TO FINANCIAL STATEMENTS
SPECIAL PROVISIONS WHERE A COMPANY IS A HOLDING COMPANY OR SUBSIDIARY UNDERTAKING
INTERPRETATION OF CERTAIN EXPRESSIONS IN SCHEDULE
CONSTRUCTION OF REFERENCES TO PROVISIONS OF SCHEDULE
ACCOUNTING PRINCIPLES AND VALUATION RULES
INFORMATION REQUIRED BY WAY OF NOTES TO FINANCIAL STATEMENTS
INTERPRETATION OF CERTAIN EXPRESSIONS IN SCHEDULE
ACCOUNTING PRINCIPLES, FORM AND CONTENT OF GROUP FINANCIAL STATEMENTS
CONSTRUCTION OF REFERENCES TO PROVISIONS OF SCHEDULE
ACCOUNTING PRINCIPLES AND VALUATION RULES
INFORMATION REQUIRED BY WAY OF NOTES TO GROUP FINANCIAL STATEMENTS
CONSTRUCTION OF REFERENCES TO PROVISIONS OF SCHEDULE
ACCOUNTING PRINCIPLES AND VALUATION RULES
INFORMATION REQUIRED BY WAY OF NOTES TO GROUP FINANCIAL STATEMENTS
FURTHER SAVINGS AND TRANSITIONAL PROVISIONS
FORM OF CONSTITUTION OF DESIGNATED ACTIVITY COMPANY LIMITED BY SHARES
FORM OF CONSTITUTION OF DESIGNATED ACTIVITY COMPANY LIMITED BY GUARANTEE
FORM OF CONSTITUTION OF PUBLIC LIMITED COMPANY
FORM OF CONSTITUTION OF COMPANY LIMITED BY GUARANTEE
FORM OF CONSTITUTION OF PRIVATE UNLIMITED COMPANY HAVING A SHARE CAPITAL
FORM OF CONSTITUTION OF PUBLIC UNLIMITED COMPANY HAVING A SHARE CAPITAL
FORM OF CONSTITUTION OF PUBLIC UNLIMITED COMPANY NOT HAVING A SHARE CAPITAL
PROVISIONS APPLIED TO UNREGISTERED COMPANIES
REPEALS AND REVOCATION IN RELATION TO UNREGISTERED COMPANIES
INSTRUMENTS OR CHARTERS REVOKED
FORM OF CONSTITUTION OF INVESTMENT COMPANY
STANDARDS RELATING TO TRAINING AND QUALIFICATIONS FOR APPROVAL OF INDIVIDUAL AS STATUTORY AUDITOR
INFORMATION REQUIRED, BY CHAPTER 5 OF PART 27, TO BE SUPPLIED AND ENTERED IN A PUBLIC REGISTER
CORPORATE ENFORCEMENT AUTHORITY
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)
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
Number 38 of 2014
COMPANIES ACT 2014
REVISED
Updated to 1 October 2024
An Act to consolidate, with amendments, certain enactments relating to companies and to provide for related matters.
[23rd December, 2014]
Be it enacted by the Oireachtas as follows:
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).