CONTENTS

PART 1

PRELIMINARY AND GENERAL

Section

1. Short title and commencement

2. Interpretation generally

3. Periods of time

4. Repeals and revocations

5. Savings and transitional provisions

6. Construction of references in other Acts to companies registered under Companies (Consolidation) Act 1908 and Act of 1963

7. Definition of “subsidiary”

8. Definitions of “holding company”, “wholly owned subsidiary” and “group of companies”

9. Act structured to facilitate its use in relation to most common type of company

10. Reference in Parts 2 to 14 to company to mean private company limited by shares

11. Construction of references to directors, board of directors and interpretation of certain other plural forms

12. Regulations and orders

12A. Extension of interim period

13. Authentication of certain official documents

14. Expenses

PART 2

INCORPORATION AND REGISTRATION

CHAPTER 1

Preliminary

15. Definitions (Part 2)

16. Extension of transition period in the event of difficulties

CHAPTER 2

Incorporation and consequential matters

17. Way of forming private company limited by shares

18. Company to carry on activity in the State and prohibition of certain activities

19. Form of the constitution

20. Restriction on amendment of constitution

21. Registration of constitution

22. Statement to be delivered with constitution

23. Additional statement to be furnished in certain circumstances

24. Declaration to be made to Registrar

25. Effect of registration

26. Provisions as to names of companies

27. Trading under a misleading name

28. Reservation of a company name

29. Effect of reservation of name

30. Change of name

31. Effect of constitution

32. Amendment of constitution by special resolution

33. Publication of notices

34. Language of documents filed with Registrar

35. Authorisation of an electronic filing agent

36. Revocation of the authorisation of an electronic filing agent

37. Copies of constitution to be given to members

CHAPTER 3

Corporate capacity and authority

38. Capacity of private company limited by shares

39. Registered person

40. Persons authorised to bind company

41. Powers of attorney

CHAPTER 4

Contracts and other transactions

42. Form of contracts

43. The common seal

43A. Execution of instruments 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

CHAPTER 5

Company name, registered office and service of documents

49. Publication of name by company

50. Registered office of company

51. Service of documents

52. Security for costs

53. Enforcement of orders and judgments against companies and their officers

CHAPTER 6

Conversion of existing private company to private company limited by shares to which Parts 1 to 15 apply

54. Interpretation (Chapter 6)

55. Status of existing private companies at end of transition period: general principle

56. Conversion of existing private companies to designated activity companies: duties and powers in that regard

57. Relief where company does not re-register as a designated activity company

58. Applicable laws during transition period

59. Adoption of new constitution by members

60. Preparation, registration, etc. of new constitution by directors

61. Deemed constitution

62. Relief for members and creditors

63. Procedure for re-registration as designated activity company under this Chapter

PART 3

SHARE CAPITAL, SHARES AND CERTAIN OTHER INSTRUMENTS

CHAPTER 1

Preliminary and interpretation

64. Interpretation (Part 3)

65. Powers to convert shares into stock, etc.

66. Shares

67. Numbering of shares

CHAPTER 2

Offers of securities to the public

68. Limitation on offers of securities to the public

CHAPTER 3

Allotment of shares

69. Allotment of shares

70. Supplemental and additional provisions as regards allotments

71. Payment of shares

72. Restriction of section 71(5) in the case of mergers

73. Restriction of section 71(5) in the case of group reconstructions

74. Supplementary provisions in relation to sections 72 and 73

75. Restriction of section 71(5) in the case of shares allotted in return for acquisition of issued shares of body corporate

76. Treatment of premiums paid on shares issued before a certain date

77. Calls on shares

78. Supplemental provisions in relation to calls

79. Further provisions about calls (different times and amounts of calls)

80. Lien

81. Forfeiture of shares

82. Financial assistance for acquisition of shares

CHAPTER 4

Variation in capital

83. Variation of company capital

84. Reduction in company capital

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

86. Registration of order and minute of reduction

87. Liability of members in respect of reduced calls

88. Variation of rights attached to special classes of shares

89. Rights of holders of special classes of shares

90. Registration of particulars of special rights

91. Variation of company capital on reorganisation

92. Notice to Registrar of certain alterations of share capital

93. Notice of increase of share capital

CHAPTER 5

Transfer of shares

94. Transfer of shares and debentures

95. Restrictions on transfer

96. Transmission of shares

97. Transmission of shares in special circumstances (including cases of mergers)

98. Certification of shares

99. Share certificates

100. Rectification of dealings in shares

101. Personation of shareholder: offence

CHAPTER 5A

Dematerialisation of applicable securities

101A. Interpretation and application

101B. Abolition of certificates in respect of applicable securities

101C. Transfer of applicable securities of company

101D. Disapplication of certain provisions to applicable securities

101E. Disapplication of requirement for certificate in respect of applicable securities

101F. Representation of applicable securities

CHAPTER 6

Acquisition of own shares

102. Company acquiring its own shares, etc. — permissible circumstances and prohibitions

103. Supplemental provisions in relation to section 102

104. Shares of a company held by a nominee of a company

105. Acquisition of own shares

106. Supplemental provisions in relation to section 105

107. Assignment or release of company's right to purchase own shares

108. Power to redeem preference shares issued before 5 May 1959

109. Treasury shares

110. Incidental payments with respect to acquisition of own shares

111. Effect of company's failure to redeem or purchase

112. Retention and inspection of documents

113. Membership of holding company

114. Holding by subsidiary of shares in its holding company

115. Civil liability for improper purchase in holding company

116. Return to be made to Registrar

CHAPTER 7

Distributions

117. Profits available for distribution

118. Prohibition on pre-acquisition profits or losses being treated in holding company's financial statements as profits available for distribution

119. Distributions in kind: determination of amount

120. Development costs shown as asset of company to be set off against company's distribution profits

121. The relevant financial statements

122. Consequences of making unlawful distribution

123. Meaning of “distribution”, “capitalisation”, etc., and supplemental provisions

124. Procedures for declarations, payments, etc., of dividends and other things

125. Supplemental provisions in relation to section 124

126. Bonus issues

PART 4

CORPORATE GOVERNANCE

CHAPTER 1

Preliminary

127. Access to documents during business hours

CHAPTER 2

Directors and secretaries

128. Directors

129. Secretaries

130. Prohibition of body corporate or unincorporated body of persons being director

131. Prohibition of minor being director or secretary

132. Prohibition of undischarged bankrupt being director or secretary or otherwise involved in company

133. Examination as to solvency status

134. Performance of acts by person in dual capacity as director and secretary not permitted

135. Validity of acts of director or secretary

136. Share qualifications of directors

137. Company to have director resident in an EEA state

138. Supplemental provisions concerning bond referred to in section 137(2)

139. Notification requirement as regards non-residency of director

140. Exception to section 137 — companies having real and continuous link with economic activity in State

141. Provisions for determining whether director resident in State

142. Limitation on number of directorships

143. Sanctions for contravention of section 142 and supplemental provisions

144. Appointment of director

145. Appointment of directors to be voted on individually

146. Removal of directors

147. Compensation for wrongful termination, other powers of removal not affected by section 146

148. Vacation of office

149. Register of directors and secretaries

150. Supplemental provisions (including offences) in relation to section 149

151. Particulars to be shown on all business letters of company

152. Entitlement to notify Registrar of changes in directors and secretaries if section 149(8) contravened

153. Provisions as to assignment of office by directors

CHAPTER 3

Service contracts and remuneration

154. Copies of directors' service contracts

155. Remuneration of directors

156. Prohibition of tax-free payments to directors

CHAPTER 4

Proceedings of directors

157. Sections 158 to 165 to apply save where constitution provides otherwise

158. General power of management and delegation

159. Managing director

160. Meetings of directors and committees

161. Supplemental provisions about meetings (including provision for acting by means of written resolutions)

162. Holding of any other office or place of profit under the company by director

163. Counting of director in quorum and voting at meeting at which director is appointed

164. Signing, drawing, etc., of negotiable instruments and receipts

165. Alternate directors

166. Minutes of proceedings of directors

167. Audit committees

CHAPTER 5

Members

168. Definition of member

169. Register of members

170. Trusts not to be entered on register of members

171. Register to be evidence

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

173. Rectification of register

174. Power to close register

CHAPTER 6

General meetings and resolutions

174A. General meetings during interim period

175. Annual general meeting

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

182. Quorum

183. Proxies

184. Form of proxy

185. Representation of bodies corporate at meetings of companies

186. The business of the annual general meeting

186A. Withdrawal or amendment of dividend resolutions 

187. Proceedings at meetings

188. Votes of members

189. Right to demand a poll

190. Voting on a poll

191. Resolutions — ordinary resolutions, special resolutions, etc., — meaning

192. Resolutions passed at adjourned meetings

193. Unanimous written resolutions

194. Majority written resolutions

195. Supplemental provisions in relation to section 194

195A. Voting on resolutions at general meeting during interim period

196. Single-member companies — absence of need to hold general meetings, etc.

197. Application of this Part to class meetings

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

199. Minutes of proceedings of meetings of a company

CHAPTER 7

Summary Approval Procedure

200. Interpretation (Chapter 7)

201. Chapter 7 — what it does

202. Summary Approval Procedure

203. Declaration to be made in the case of financial assistance for acquisition of shares or transaction with directors

204. Declaration to be made in the case of a reduction in company capital or variation of company capital on reorganisation

205. Declaration to be made in the case of treatment of pre-acquisition profits or losses in a manner otherwise prohibited by section 118(1)

206. Declaration to be made in the case of merger of company

207. Declaration to be made in the case of members' winding up of solvent company

208. Condition to be satisfied common to declarations referred to in section 204, 205 or 207

209. Condition to be satisfied in relation to declaration referred to in section 206

210. Civil sanctions where opinion as to solvency stated in declaration without reasonable grounds

211. Moratorium on certain restricted activities being carried on and applications to court to cancel special resolution

CHAPTER 8

Protection for minorities

212. Remedy in case of oppression

CHAPTER 9

Form of registers, indices and minute books

213. Form of registers, minutes, etc.

214. Use of computers, etc., for certain company records

CHAPTER 10

Inspection of registers, provision of copies of information in them and service of notices

215. Definitions for purposes of section 216 concerning registers, etc. and construction of reference to company keeping registers, etc.

216. Where registers and other documents to be kept, right to inspect them, etc.

217. Supplemental provisions in relation to section 216 —“relevant fee”, power to alter the amount of it, offences, etc.

218. Service of notices on members

PART 5

DUTIES OF DIRECTORS AND OTHER OFFICERS

CHAPTER 1

Preliminary and definitions

219. Interpretation and application (Part 5)

220. Connected persons

221. Shadow directors

222. De facto director

CHAPTER 2

General duties of directors and secretaries and liabilities of them and other officers

223. Duty of each director

224. Directors to have regard to interests of employees

224A. Directors to have regard to certain matters where company is, or is likely to be, unable to pay its debts

225. Directors' compliance statement and related statement

226. Duties of secretary

227. Fiduciary duties of directors — provisions introductory to section 228

228. Statement of principal fiduciary duties of directors

229. Other interests of directors

230. Power of director to act in a professional capacity for company

231. Duty of director to disclose his or her interest in contracts made by company

232. Breaches of certain duties: liability to account and indemnify

233. Power of court to grant relief to officers of company

234. Anticipated claim: similar power of relief as under section 233

235. Any provision exempting officers of company from liability void (subject to exceptions)

CHAPTER 3

Evidential provisions with respect to loans, other transactions, etc., between company and directors

236. Loans, etc., by company to directors: evidential provisions

237. Loans, etc., by directors or connected persons to company or holding company: evidential provisions

CHAPTER 4

Substantive prohibitions or restrictions on loans to directors and other particular transactions involving conflict of interest

238. Substantial transactions in respect of non-cash assets and involving directors, etc.

239. Prohibition of loans, etc., to directors and connected persons

240. Arrangements of certain value

241. Reduction in amount of company's relevant assets

242. Availability of Summary Approval Procedure to permit loans, etc.

243. Intra-group transactions

244. Directors' expenses

245. Business transactions

246. Transaction or arrangement in breach of section 239 voidable at instance of company

247. Personal liability for company debts in certain cases

248. Offence for contravention of section 239

249. Contracts of employment of directors — control by members over guaranteed periods of employment

250. Anti-avoidance provision — section 249

251. Approval of company necessary for payment by it to director or directors' dependants for loss of office

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

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

254. “Existing legal obligation”— definition and other provisions in relation to sections 251 to 253

255. Contracts with sole members

CHAPTER 5

Disclosure of interests in shares and debentures

256. Interpretation generally (Chapter 5)

257. “Disclosable interest”— meaning of that term

258. Circumstances in which person is to be regarded as having disclosable interest in shares or debentures

259. Circumstances in which person shall be regarded as having ceased to have disclosable interest

260. Interests that are not disclosable interests for the purposes of this Chapter

261. Duty to notify disclosable interests — first of the 5 cases in which duty arises — interests held at commencement of Chapter

262. Second and third cases in which duty to notify arises — interests acquired or ceasing to be held

263. Fourth and fifth cases in which duty to notify arises — grant or assignment of subscription rights, etc.

264. Application of sections 261 to 263 and exceptions to them

265. Mode of notification by directors and secretaries under this Chapter

266. Enforcement of notification obligation

267. Register of interests: contents and entries

268. Supplemental provisions in relation to section 267

269. Register of interests: removal of entries from it

CHAPTER 6

Responsibilities of officers of company — provisions explaining what being “in default” means and presumption regarding that matter

270. Meaning of “in default” in context of sanctions specified in respect of officers (whether directors or secretaries or not)

271. Presumption that default permitted and certain defence

CHAPTER 7

Early warning tools

271A. Early warning tools

PART 6

FINANCIAL STATEMENTS, ANNUAL RETURN AND AUDIT

CHAPTER 1

Preliminary

272. What this Part contains and use of prefixes —“Companies Act” and “IFRS”

273. Overall limitation on discretions with respect to length of financial year and annual return date

274. Interpretation (Part 6): provisions relating to financial statements

275. Interpretation (Part 6): other definitions and construction provisions

276. Construction of references to realised profits

277. Construction of references to exemption

277A. Certain companies may apply provisions of Act to certain earlier financial years

278. Accounting standards generally — power of Minister to specify

279. US accounting standards may, in limited cases, be availed of for particular transitional period

280. Regulations may permit use of other internationally recognised accounting standards for a particular transitional period

CHAPTER 1A

Qualification of company based on size of company

280A. Qualification of company as small company: general

280B. Qualification of company as small company: holding company

280C. Small companies regime

280D. Qualification of company as micro company

280E. Micro companies regime

280F. Qualification of company as medium company: general

280G. Qualification of company as medium company: holding company

280H. Qualification of company as large company

280I. Treatment of qualifying conditions in respect of certain financial years

CHAPTER 2

Accounting records

281. Obligation to keep adequate accounting records

282. Basic requirements for accounting records

283. Where accounting records are to be kept

284. Access to accounting records

285. Retention of accounting records

286. Accounting records: offences

CHAPTER 3

Financial year

287. Financial year end date

288. Financial year

CHAPTER 4

Statutory financial statements

289. Statutory financial statements to give true and fair view

290. Obligation to prepare entity financial statements under relevant financial reporting framework

291. Companies Act entity financial statements

292. IFRS entity financial statements

293. Obligation to prepare group financial statements under relevant financial reporting framework

294. Companies Act group financial statements

295. IFRS group financial statements

296. Consistency of financial statements

CHAPTER 5

Group financial statements: exemptions and exclusions

297. Exemption from consolidation: size of group (Repealed)

298. Application of section 297 in certain circumstances and cessation of exemption (Repealed)

299. Exemption from consolidation: holding company that is subsidiary undertaking of undertaking registered in EEA

300. Exemption from consolidation: holding company that is subsidiary undertaking of undertaking registered outside EEA

301. Exemption from consolidation: holding company with all of its subsidiary undertakings excluded from consolidation

302. Exemption from consolidation where IFRS so permits

303. Subsidiary undertakings included in the group financial statements

304. Treatment of entity profit and loss account where group financial statements prepared

CHAPTER 6

Disclosure of directors' remuneration and transactions

305. Disclosure of directors' remuneration

305A. Payments to third parties for services of directors

306. Supplemental provisions in relation to section 305

307. Obligation to disclose information about directors' benefits: loans, quasi-loans, credit transactions and guarantees

308. Supplemental provisions in relation to section 307 (including certain exemptions from its terms)

309. Other arrangements and transactions in which the directors, etc., have material interest

310. Credit institutions: exceptions to disclosure by holding company under sections 307 to 309 in the case of connected persons and certain officers

311. Credit institutions: disclosures by holding company of aggregate amounts in respect of connected persons

312. Credit institutions: requirement for register, etc., in the case of holding company as respects certain information

313. Requirements of banking law not prejudiced by sections 307 to 312 and minimum monetary threshold for section 312

CHAPTER 7

Disclosure required in notes to financial statements of other matters

314. Information on related undertakings

315. Information on related undertakings: exemption from disclosures

316. Information on related undertakings: provision for certain information to be annexed to annual return

317. Disclosures of particulars of staff

318. Details of authorised share capital, allotted share capital and movements

319. Financial assistance for purchase of own shares

320. Holding of own shares or shares in holding undertaking

321. Disclosure of accounting policies

322. Disclosure of remuneration for audit, audit-related and non-audit work

323. Information on arrangements not included in balance sheet

CHAPTER 8

Approval of statutory financial statements

324. Approval and signing of statutory financial statements by board of directors

CHAPTER 9

Directors' report

325. Obligation to prepare directors' report for every financial year

326. Directors' report: general matters

327. Directors' report: business review

328. Directors' report: acquisition or disposal of own shares

329. Directors' report: interests in shares and debentures

330. Directors' report: statement on relevant audit information

331. Directors' report: copy to be included of any notice issued under certain banking legislation

332. Approval and signing of directors' report

CHAPTER 10

Obligation to have statutory financial statements audited

333. Statutory financial statements must be audited (unless audit exemption availed of)

334. Right of members to require audit despite audit exemption otherwise being available

335. Statement to be included in balance sheet if audit exemption availed of

CHAPTER 11

Statutory auditors' report

336. Statutory auditors' report on statutory financial statements

337. Signature of statutory auditor's report

CHAPTER 12

Publication of financial statements

338. Circulation of statutory financial statements

339. Right to demand copies of financial statements and reports

340. Requirements in relation to publication of financial statements

341. Financial statements and reports to be laid before company in general meeting

CHAPTER 13

Annual return and documents annexed to it

342. Annual return

343. Obligation to make annual return

344. Special provision for annual return delivered in a particular form (Repealed)

345. Annual return date

346. Alteration of annual return date

347. Documents to be annexed to annual return: all cases

348. Documents to be annexed to annual returns: certain cases

349. First annual return: exception from requirement to annex statutory financial statements

CHAPTER 14

Exclusions, exemptions and special arrangements with regard to public disclosure of financial information

350. Qualification of company as small or medium company (Repealed)

351. Exemptions in respect of directors' report in the case of small and medium companies (Repealed)

352. Exemption from filing certain information for small and medium companies

353. Abridged financial statements for a small company

354. Abridged financial statements for a medium company (Repealed)

355. Approval and signing of abridged financial statements

356. Special report of the statutory auditors on abridged financial statements

357. Subsidiary undertakings exempted from annexing their statutory financial statements to annual return

CHAPTER 15

Audit exemption

358. Main conditions for audit exemption — non-group situation

359. Main conditions for audit exemption — group situation

360. Audit exemption

361. Audit exemption not available where notice under section 334 served

362. Audit exemption not available where company or subsidiary undertaking falls within a certain category

363. Audit exemption (non-group situation) not available in certain cases

364. Audit exemption (group situation) not available in certain cases

CHAPTER 16

Special audit exemption for dormant companies

365. Dormant company audit exemption

CHAPTER 17

Revision of defective statutory financial statements

366. Voluntary revision of defective statutory financial statements

367. Content of revised financial statements or revised report

368. Approval and signature of revised financial statements

369. Approval and signature of revised directors' report

370. Statutory auditors' report on revised financial statements and revised report

371. Cases where company has availed itself of audit exemption

372. Statutory auditors' report on revised directors' report alone

373. Effect of revision

374. Publication of revised financial statements and reports

375. Laying of revised financial statements or a revised report

376. Delivery of revised financial statements or a revised report

377. Small and medium companies

378. Application of this Chapter in cases where audit exemption available, etc.

379. Modifications of Act

CHAPTER 18

Appointment of statutory auditors

380. Statutory auditors — general provisions (including as to the interpretation of provisions providing for auditors' term of office)

381. Remuneration of statutory auditors

382. Appointment of statutory auditors — first such appointments and powers of members vis a vis directors

383. Subsequent appointments of statutory auditors (including provision for automatic re-appointment of auditors at annual general meetings)

384. Appointment of statutory auditors by directors in other cases, etc.

385. Appointment of statutory auditors: failure to appoint

CHAPTER 19

Rights, obligations and duties of statutory auditors

386. Right of access to accounting records

387. Right to information and explanations concerning company

388. Right to information and explanations concerning subsidiary undertakings

389. Offence to make false statements to statutory auditors

390. Obligation to act with professional integrity

391. Statutory auditors' report on statutory financial statements

392. Report to Registrar and to Director: accounting records

393. Report to Registrar and Director: category 1 and 2 offences

CHAPTER 20

Removal and resignation of statutory auditors

394. Removal of statutory auditors: general meeting

395. Restrictions on removal of statutory auditor

396. Extended notice requirement in cases of certain appointments, removals, etc., of auditors

397. Right of statutory auditors to make representations where their removal or non-re-appointment proposed

398. Statutory auditors removed from office: their rights to get notice of, attend and be heard at general meeting

399. Removal of statutory auditors: statement from statutory auditors where audit exemption availed of by company

400. Resignation of statutory auditors: general

401. Resignation of statutory auditor: requisition of general meeting

402. Resignation of statutory auditors: right to get notice of, attend, and be heard at general meeting

CHAPTER 21

Notification to Supervisory Authority of certain matters and auditors acting while subject to disqualification order

403. Duty of auditor to notify Supervisory Authority regarding cessation of office

404. Duty of company to notify Supervisory Authority of auditor's cessation of office

405. Prohibition on acting in relation to audit while disqualification order in force

CHAPTER 22

False statements — offence

406. False statements in returns, financial statements, etc.

CHAPTER 23

Transitional

407. Transitional provision — companies accounting by reference to Sixth Schedule to Act of 1963

PART 7

CHARGES AND DEBENTURES

CHAPTER 1

Interpretation

408. Definitions (Part 7)

CHAPTER 2

Registration of charges and priority

409. Registration of charges created by companies

410. Duty of company with respect to registration under section 409 and right of others to effect registration

411. Duty of company to register charges existing on property acquired

412. Priority of charges

413. Registration and priority of judgment mortgages

414. Register of charges

415. Certificate of registration

416. Entries of satisfaction and release of property from charge

417. Extension of time for registration of charges and rectification of register

418. Copies of instruments creating charges to be kept

419. Registration of charges created prior to commencement of this Part

420. Transitional provisions in relation to priorities of charges

421. Netting of Financial Contracts Act 1995 not to affect registration requirements

CHAPTER 3

Provisions as to debentures

422. Liability of trustees for debenture holders

423. Perpetual debentures

424. Power to re-issue redeemed debentures

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

426. Specific performance of contracts to subscribe for debentures

CHAPTER 4

Prohibition on registration of certain matters affecting shareholders or debentureholders

427. Registration against company of certain matters prohibited

PART 8

RECEIVERS

CHAPTER 1

Interpretation

428. Appointment of receiver under powers contained in instrument: construction of such reference

CHAPTER 2

Appointment of receivers

429. Notification that receiver has been appointed

430. Information to be given when receiver is appointed in certain circumstance

431. Contents of statement to be submitted to receiver

432. Consequences of contravention of section 430(1)(b) or 431

433. Disqualification for appointment as receiver

434. Resignation of receiver

435. Removal of receiver

436. Notice to Registrar of appointment of receiver, and of receiver ceasing to act

CHAPTER 3

Powers and duties of receivers

437. Powers of receiver

438. Power of receiver and certain others to apply to court for directions and receiver's liability on contracts

439. Duty of receiver selling property to get best price reasonably obtainable, etc.

440. Preferential payments when receiver is appointed under floating charge

441. Delivery to Registrar of accounts of receivers

CHAPTER 4

Regulation of receivers and enforcement of their duties

442. Enforcement of duty of receivers to make returns

443. Power of court to order the return of assets improperly transferred

444. Power of court to fix remuneration of receiver

445. Court may end or limit receivership on application of liquidator

446. Director of Corporate Enforcement may request production of receiver's books

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

448. Reporting to Director of Corporate Enforcement of misconduct by receivers

PART 9

REORGANISATIONS, ACQUISITIONS, MERGERS AND DIVISIONS

CHAPTER 1

Schemes of Arrangement

449. Interpretation (Chapter 1)

450. Scheme meetings — convening of such by directors and court's power to summon such meetings

451. Court's power to stay proceedings or restrain further proceedings

452. Information as to compromises or arrangements with members and creditors

453. Circumstances in which compromise or arrangement becomes binding on creditors or members concerned

454. Supplemental provisions in relation to section 453

455. Provisions to facilitate reconstruction and amalgamation of companies

CHAPTER 2

Acquisitions

456. Interpretation (Chapter 2)

457. Right to buy out shareholders dissenting from scheme or contract approved by majority and right of such shareholders to be bought out

458. Additional requirement to be satisfied, in certain cases, for right to buy out to apply

459. Supplementary provisions in relation to sections 457 and 458 (including provision for applications to court)

460. Construction of certain references in Chapter to beneficial ownership, application of Chapter to classes of shares, etc.

CHAPTER 3

Mergers

461. Interpretation (Chapter 3)

462. Requirements for Chapter to apply

463. Mergers to which Chapter applies — definitions and supplementary provision

464. Merger may not be put into effect save in accordance with the relevant provisions of this Act

465. Chapters 1 and 3: mutually exclusive modes of proceeding to achieve merger

466. Common draft terms of merger

467. Directors' explanatory report

468. Expert's report

469. Merger financial statement

470. Registration and publication of documents

471. Inspection of documents

472. Non-application of subsequent provisions of Chapter where Summary Approval Procedure employed and effect of resolution referred to in section 202(1)(a)(ii)

473. General meetings of merging companies

474. Electronic means of making certain information available for purposes of section 473

475. Meetings of classes of shareholders

476. Purchase of minority shares

477. Application for confirmation of merger by court

478. Protection of creditors

479. Preservation of rights of holders of securities

480. Confirmation order

481. Certain provisions not to apply where court so orders

482. Registration and publication of confirmation of merger

483. Civil liability of directors and experts

484. Criminal liability for untrue statements in merger documents

CHAPTER 4

Divisions

485. Interpretation (Chapter 4)

486. Requirements for Chapter to apply

487. Divisions to which this Chapter applies — definitions and supplementary provisions

488. Division may not be put into effect save under and in accordance with this Chapter

489. Chapters 1 and 4: mutually exclusive modes of proceeding to achieve division

490. Common draft terms of division

491. Directors' explanatory report

492. Expert's report

493. Division financial statement

494. Registration and publication of documents

495. Inspection of documents

496. General meetings of companies involved in a division

497. Electronic means of making certain information available for purposes of section 496

498. Meetings of classes of shareholder

499. Purchase of minority shares

500. Application for confirmation of division by court

501. Protection of creditors and allocation of liabilities

502. Preservation of rights of holders of securities

503. Confirmation order

504. Certain provisions not to apply where court so orders

505. Registration and publication of confirmation of division

506. Civil liability of directors and experts

507. Criminal liability for untrue statements in division documents

PART 10

EXAMINERSHIPS

CHAPTER 1

Interpretation

508. Interpretation (Part 10)

CHAPTER 2

Appointment of examiner

509. Power of court to appoint examiner

510. Petition for court

511. Independent expert's report

512. Supplemental provisions in relation to sections 510 and 511 — other matters to be mentioned in petition, hearing of petition, etc.

513. Cases in which independent expert's report not available at required time: powers of court

514. Certain liabilities may not be certified under section 529(2)

515. Creditors to be heard

516. Availability of independent expert's report

517. Related companies

518. Duty to act in utmost good faith

519. Qualification of examiners

520. Effect of petition to appoint examiner on creditors and others

520A. Restrictions on certain contracts during examinership

521. Restriction on payment of pre-petition debts

522. Effect on receiver or provisional liquidator of order appointing examiner

523. Disapplication of section 440 to receivers in certain circumstances

CHAPTER 3

Powers of examiner

524. Powers of an examiner

525. Repudiation by examiner of contracts made before period of protection and of negative pledge clauses whenever made: prohibitions and restrictions

526. Production of documents and evidence

527. No lien over company's books, records, etc.

528. Further powers of court

529. Incurring of certain liabilities by examiner

530. Power to deal with charged property, etc.

531. Notification of appointment of examiner

532. General provisions as to examiners — resignation, filling of vacancy, etc.

533. Hearing regarding irregularities

534. Report by examiner

535. Procedure where examiner unable to secure agreement or formulate proposals for compromise or scheme of arrangement

536. Content of examiner's report

537. Repudiation of certain contracts

538. Appointment of creditors' committee

539. Proposals for compromise or scheme of arrangement

540. Consideration by members and creditors of proposals

541. Confirmation of proposals

542. Supplemental provisions in relation to section 541

543. Objection to confirmation by court of proposals

544. Provisions with respect to leases

CHAPTER 4

Liability of third parties for debts of a company in examination

545. What this Chapter contains

546. Definitions (Chapter 4)

547. Circumstances in relation to which subsequent provisions of this Chapter have effect

548. General rule: liability of third person not affected by compromise or scheme of arrangement

549. Enforcement by creditor of liability: restrictions in that regard unless certain procedure employed to the benefit of third person

550. Payment by third person to creditor post period of protection — statutory subrogation in favour of third person in certain circumstances

551. Saving for cases falling within section 520(4)(f) and cases where third person discharged or released from liability

CHAPTER 5

Conclusion of examinership

552. Cessation of protection of company and termination of appointment of examiner

553. Revocation

554. Costs and remuneration of examiners

555. Publicity

556. Hearing of proceedings otherwise than in public

557. Power of court to order the return of assets which have been improperly transferred

558. Reporting to Director of Corporate Enforcement of misconduct by examiners

PART 10A

RESCUE PROCESS FOR SMALL AND MICRO COMPANIES

CHAPTER 1

Interpretation

558A. Interpretation (Part 10A)

CHAPTER 2

Introductory

558B. Requirements where eligible company wishes to avail of rescue plan

558C. Process adviser to determine whether eligible company has reasonable prospect of survival

558D. Process adviser to prepare report

CHAPTER 3

Appointment of process adviser

558E. Resolution to appoint process adviser

558F. Process adviser’s duty to keep determination under section 558C under review

558G. Duties of directors of eligible company in relation to process adviser

558H. Process adviser’s duty to determine relevant court

558I. Process adviser’s duty to seek provision of email addresses

558J. Process adviser to give notice of appointment

558K. Process adviser to give notice to employees, creditors, etc.

558L. Notice to creditor where eligible company has excludable debt

558M. Relevant court’s powers where receiver or provisional liquidator previously appointed

558N. Relevant court’s power to stay proceedings or restrain further proceedings

558O. Requirements following giving of notice to creditor under section 558K

558P. Repudiation, affirmation and variation of certain contracts

CHAPTER 4

Rescue plan

558Q. Process adviser’s duty to prepare rescue plan

558R. Further provision with respect to leases

558S. Procedure where process adviser unable to prepare rescue plan

CHAPTER 5

Consideration of rescue plan

558T. Process adviser’s duty to call meeting of members and creditors

558U. Notice of meeting under section 558T

558V. Proceedings at meeting under section 558T

558W. Proxies

558X. Supplemental provisions in relation to section 558W

558Y. Consideration by members and creditors of rescue plan

558Z. Notification of approval of rescue plan

558ZA. Process adviser’s report

558ZB. Confirmation of rescue plan

CHAPTER 6

Objections to rescue plan

558ZC. Objection to rescue plan

558ZD. Court hearing in case of objection

558ZE. Supplemental provisions in relation to section 558ZD and section 558ZZ

CHAPTER 7

Liability of third parties for debts of company

558ZF. Definitions (Chapter 7) and savings

558ZG. Circumstances in relation to which subsequent provisions of Chapter have effect

558ZH. General rule: liability of third person not affected by rescue plan

558ZI. Enforcement by creditor of liability: restrictions in that regard unless certain procedure employed to benefit of third person

558ZJ. Payment by third person to creditor post rescue period - statutory subrogation in favour of third person in certain circumstances

CHAPTER 8

Conclusion of rescue process

558ZK. Conclusion of rescue period and termination of appointment of process adviser

558ZL. Power of relevant court to revoke rescue plan where fraud

558ZM. Power of relevant court to order the return of assets improperly transferred

558ZN. Director’s power to examine books and records

558ZO. Reporting to Director of Corporate Enforcement of misconduct by process advisers

CHAPTER 9

Enforcement

558ZP. Offence of acting as process adviser when unqualified

558ZQ. Offence where director fails to disclose information or misleads process adviser

558ZR. Prosecution of officers and members of company

CHAPTER 10

Powers of process adviser

558ZS. Powers of process adviser

558ZT. Production of documents and evidence

558ZU. No lien over eligible company’s books, records, etc.

558ZV. Power to deal with charged property etc.

558ZW. Resignation of process adviser

558ZX. General provisions as to process advisers - resignation, filling of vacancy, etc.

CHAPTER 11

Process adviser: remuneration, costs and expenses

558ZY. Process adviser: remuneration, costs and expenses

558ZZ. Application to relevant court for review of remuneration etc. of process adviser

558ZAA. Incurring of certain liabilities by process adviser

558ZAB. Priority

CHAPTER 12

General

558ZAC. Effect on certain sections where application to relevant court

558ZAD. Power to apply to relevant court for determination of questions or concerning exercise of powers

558ZAE. Hearing of proceedings other than in public

558ZAF. High Court’s power to remit proceedings to Circuit Court

558ZAG. Representation of bodies corporate at meetings held under this Part

558ZAH. Retention of records

558ZAI. Service of notices

558ZAJ. Regulations to remove difficulties

PART 11

WINDING UP

CHAPTER 1

Preliminary and interpretation

559. Interpretation (Part 11)

560. Restriction of this Part

561. Modes of winding up — general statement as to position under Act

562. Types of voluntary winding up — general statement as to position under Act

563. Provisions apply to either mode of winding up unless the contrary appears

564. Jurisdiction to wind up companies and rules of court

565. Powers of court cumulative

566. Court may have regard to wishes of creditors or contributories

567. Application of certain provisions to companies not in liquidation

CHAPTER 2

Winding up by court

568. Application of Chapter

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

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

571. Provisions as to applications for winding up

572. Powers of court on hearing petition

573. Appointment of provisional liquidator

574. Power to stay or restrain proceedings against company

575. Appointment of liquidator by the court

576. Effect of winding-up order

577. Saving for rights of creditors and contributories

CHAPTER 3

Members' voluntary winding up

578. Application of Chapter

579. Procedure for and commencement of members' voluntary winding up

580. Companies of fixed duration, etc.: alternative means of commencing members' voluntary winding up

581. Publication of resolution to wind up voluntarily

582. Protections and remedies for creditors in cases where declaration of solvency made

583. Power of company to appoint liquidators

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

CHAPTER 4

Creditors' voluntary winding up

585. Application of Chapter

586. Resolution for and commencement of creditors' voluntary winding up

587. Meeting of creditors

588. Appointment of liquidator

CHAPTER 5

Conduct of winding up

589. Commencement of court ordered winding up

590. Commencement of voluntary winding up

591. Copy of order for winding up or appointment to be forwarded to Registrar

592. Notice by voluntary liquidator of his or her appointment

593. Statement of company's affairs

594. Supplemental provisions in relation to section 593

595. Notification that a company is in liquidation, etc.

CHAPTER 6

Realisation of assets and related matters

596. Custody of company's property

597. Circumstances in which floating charge is invalid

598. Other circumstances in which floating charge is invalid

598A. Validity of floating charge in certain circumstances

599. Related company may be required to contribute to debts of company being wound up

600. Pooling of assets of related companies

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

602. Voidance of dispositions of property, etc. after commencement of winding up

603. Voidance of executions against property of company

604. Unfair preference: effect of winding up on antecedent and other transactions

605. Liabilities and rights of persons who have been unfairly preferred

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

607. Duties of sheriff as to goods taken in execution

608. Power of the court to order return of assets which have been improperly transferred

609. Personal liability of officers of company where adequate accounting records not kept

610. Civil liability for fraudulent or reckless trading of company

611. Supplemental provisions in relation to section 610

612. Power of court to assess damages against certain persons

613. Directors of holding company: power of court to assess damages against them

614. Vesting of property of company in liquidator

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

616. Rescission of certain contracts and provisions supplemental to section 615

CHAPTER 7

Distribution

617. Costs, etc. in winding up

618. Distribution of property of company

619. Application of bankruptcy rules in winding up of insolvent companies

620. Debts which may be proved

621. Preferential payments in a winding up

622. Supplemental provisions in relation to section 621

623. Unclaimed dividends and balances to be paid into a particular account

CHAPTER 8

Liquidators

624. Duty of liquidator to administer, distribute, etc., property of company

625. How liquidator is to be described and validity of acts

626. Powers of provisional liquidators

627. Liquidator's powers

628. Summoning general meetings of the company, etc.

629. Notice to be given with respect to exercise of powers, restrictions on self-dealing, etc.

630. Restrictions in creditors' voluntary winding up and procedures in case of certain defaults

631. Power to apply to court for determination of questions or concerning exercise of powers

632. No lien over company's books, records, etc.

633. Qualifications for appointment as liquidator or provisional liquidator — general

634. Supplemental provisions in relation to section 633 (including requirements for professional indemnity cover)

635. Specific disqualification from appointment as liquidator or provisional liquidator

636. Appointment and removal in a members' voluntary winding up

637. Appointment and removal in a creditors' voluntary winding up

638. Appointment and removal by the court

639. Consent to act

640. Position when there is more than one liquidator

641. Resignation of liquidator

642. Prohibition on rewards for appointment

643. Notifications and filings of appointments and removals

644. Custody of books and property upon vacation of office

645. Provisional liquidator's remuneration

646. Liquidator's remuneration — procedure for fixing liquidator's entitlement thereto

647. Liquidator's entitlement to receive payment where entitlement to remuneration exists

648. Supplemental provisions in relation to sections 646 and 647

649. Disclosure of interest by creditors etc. at creditors' meeting

650. Duty of liquidators to include certain information in returns, etc.

651. Penalty for default of liquidator in making certain accounts and returns

652. Enforcement of duty of liquidator to make returns

653. Director's power to examine books and records

CHAPTER 9

Contributories

654. Liability of contributory

655. Liability as contributories of past and present members

656. Settlement of list of contributories

657. Power to make calls

658. Adjustment of rights of contributories

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

660. Order in relation to contributory to be conclusive evidence

661. Liability in case of death of contributory

662. Civil Liability Act 1961 not affected

663. Bankruptcy of contributory

664. Corporate insolvency of contributory

665. Winding up of company that had been an unlimited company before re-registration

CHAPTER 10

Committee of inspection

666. Appointment of committee of inspection in court ordered winding up

667. Appointment of committee of inspection in a creditors' voluntary winding up

668. Constitution and proceedings of committee of inspection

CHAPTER 11

Court's powers

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

670. Attendance of officers of company at meetings

671. Power of court to summon persons for examination

672. Order for payment or delivery of property against person examined under section 671

673. Delivery of property of company to liquidator

674. Power to exclude creditors not proving in time

675. Order for arrest and seizure, etc.

676. Provisions as to arrangement binding creditors

CHAPTER 12

Provisions supplemental to conduct of winding up

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

678. Actions against company stayed on winding-up order

679. Director may direct convening of meetings

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

681. Information about progress of liquidation

682. Liquidator to report on conduct of directors

683. Obligation (unless relieved) of liquidator of insolvent company to apply for restriction of directors

684. Inspection of books by creditors and contributories

685. Resolutions passed at adjourned meetings of creditors and contributories

686. Books of company to be evidence in civil proceedings

687. Liquidator may have regard to wishes of creditors and contributories

688. Reporting to Director of misconduct by liquidators

CHAPTER 13

General rules as to meetings of members, contributories and creditors of a company in liquidation

689. Meetings directed by the court

690. Provisions as to meetings of creditors, contributories and members generally

690A. Creditors’ meetings conducted by electronic means during interim period 

691. Entitlement to attend and notice

692. Location of meeting

693. Costs of meetings

694. Chairperson

695. Passing resolutions

696. Registration of resolutions of creditors, contributories and members

697. Proceedings at the meeting

698. Entitlement to vote of creditors

699. Provisions consequent on section 698 regarding secured creditors: deemed surrender of security, etc.

700. Duties of chairperson

701. Proxies

702. Supplemental provisions in relation to section 701: time for lodging proxies, etc.

703. Representation of bodies corporate at meetings held during winding up

CHAPTER 14

Completion of winding up

704. Dissolution of company by court

705. Final meeting and dissolution in members' voluntary winding up

706. Final meeting and dissolution in creditors' voluntary winding up

707. Disposal of books and papers of company in winding up

708. Power of court to declare dissolution of company void

709. Disposal of documents filed with Registrar

CHAPTER 15

Provisions related to the Insolvency Regulation

710. Definition (Chapter 15)

711. Publication in relation to insolvency proceedings

712. Confirmation of creditors' voluntary winding up

713. Provision of certain documents to liquidator

714. Language of claims

CHAPTER 16

Offences by officers of companies in liquidation, offences of fraudulent trading and certain other offences, referrals to D.P.P., etc.

715. Application of certain provisions of Chapter and construction of certain references to company, relevant person, etc.

716. Offence for failure to make disclosure, or deliver certain things, to liquidator

717. Certain fraudulent acts within 12 months preceding winding up or any time thereafter: offences

718. Other fraudulent acts (relating to obtaining credit, irregular pledges, etc.) within 12 months preceding winding up or any time thereafter: offences

719. Material omission in statement relating to company's affairs, failure to report false debt, etc.

720. Additional offence with respect to section 718(c) and certain defences with respect to foregoing matters

721. Other frauds by officers of companies which have gone into liquidation: offence

722. Fraudulent trading of company: offence

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

724. Supplemental provisions in relation to section 723: duty to provide assistance to D.P.P. and Director of Corporate Enforcement

PART 12

STRIKE OFF AND RESTORATION

CHAPTER 1

Strike off of company

725. When Registrar may strike company off register

726. Grounds for involuntary strike off

727. Registrar's notice to company of intention to strike it off register

728. Contents of Registrar's notice to company

729. Meaning of remedial step

730. Public notice of intention to strike company off register

731. Conditions for voluntary strike off

732. Public notice in case of voluntary strike off

733. Striking off (involuntary and voluntary cases) and dissolution

734. Effect of removal and dissolution

735. Power of Director to obtain information

CHAPTER 2

Restoration of company to register

736. Application of Chapter

737. Restoration on application to Registrar

738. Restoration on application to court

739. Requirements for application to court under section 738

740. Terms of court order on application under section 738

741. Court order for restoration on application of Registrar

742. Supplementary court orders

743. Meaning of court

744. Transitional provision for companies struck off register before commencement of this Chapter

CHAPTER 3

Miscellaneous

745. Disclosure of information by Revenue Commissioners to Registrar

PART 13

INVESTIGATIONS

CHAPTER 1

Preliminary

746. Interpretation (Part 13)

CHAPTER 2

Investigations by court appointed inspectors

747. Investigation of company's affairs by court appointed inspectors on application of company etc.

748. Investigation of company's affairs by court appointed inspectors on application of Director

749. Court may give directions in relation to investigation

750. Power of inspector to expand investigation into affairs of related bodies corporate

751. Order for inspection of books or documents of company in liquidation

752. Expanded meaning of “officer” and “agent” for purposes of sections 753 to 757

753. Duty of company officer or agent to produce books or documents and give assistance

754. Inspector may require other persons to produce books or documents and give assistance

755. Supplementary power to compel production of books or documents in relation to certain banking transactions

756. Power of inspector to examine officers, agents and others

757. Court may make order in relation to default in production of books or documents, etc.

758. Report of inspectors appointed under section 747(1) or 748(1)

759. Distribution of inspectors' report

760. Court may make order after considering inspectors' report

761. Director may present petition for winding up following consideration of report

762. Expenses of investigation by court appointed inspector

CHAPTER 3

Investigations initiated by Director

763. Investigation of share dealing by inspector appointed by Director

764. Investigation of company ownership by inspector appointed by Director

765. Application of certain provisions to investigation of company ownership

766. Expenses of investigation of company ownership

767. Director's power to require information as to persons interested in shares or debentures

768. Director may impose restrictions on shares

769. Director may lift restrictions imposed on shares under section 768

770. Director shall give notice of direction

771. Court may lift restrictions imposed on shares under section 768

772. Court may order sale of shares

773. Costs of applicant for order for sale of shares

774. Proceeds of sale following court ordered sale of shares

775. Continuance of certain restrictions

776. Offences in relation to shares that are subject to restrictions

777. Application of sections 768 to 776 to debentures

CHAPTER 4

Miscellaneous provisions

778. Power of Director to require company to produce books or documents

779. When Director may exercise power to require company to produce books or documents

780. Power of Director to require third party to produce books or documents

781. Saving in relation to section 780, etc. and corresponding amendments effected to Act of 1990 by Companies (Amendment) Act 2009

782. Restriction on power of Director to require third party to produce certain books or documents

783. Court may order third party to comply with requirement to produce books or documents

784. Powers ancillary to power to require production of books or documents

785. Offences in relation to requirement to produce books or documents

786. Expenses relating to examination of books or documents

787. Entry and search of premises

788. Supplemental provisions in relation to section 787(3) to (5)

789. Offences in relation to entry and search of premises and provisions catering for certain contingencies concerning designated officers

790. Restriction on disclosure of information, books or documents

791. Information, books or documents may be disclosed for certain purposes

792. Information, books or documents may be disclosed to competent authority

793. Offence of falsifying, concealing, destroying or otherwise disposing of document or record

794. Production and inspection of books or documents when offence suspected

795. Saving for privileged information

796. Assistance to company law authority

PART 14

COMPLIANCE AND ENFORCEMENT

CHAPTER 1

Compliance and protective orders

797. Court may order compliance by company or officer

798. Court may restrain directors and others from removing assets

CHAPTER 2

Disclosure orders

799. Interpretation (Chapter 2)

800. Court may make disclosure order

801. Types of disclosure order

802. Procedure on application for disclosure order

803. Scope of disclosure order

804. Interests in shares and debentures for purposes of section 803: general

805. Family and corporate interests

806. Share acquisition agreements — attribution of interests held by other parties

807. Particulars of interests referred to in section 806 to be given in compliance with disclosure order

808. “Share acquisition agreement”— meaning

809. Supplemental power of court in relation to a share acquisition agreement

810. Court may grant exemption from requirements of disclosure order

811. Other powers of court in relation to disclosure orders

812. Notice of disclosure order

813. Information disclosed under order

814. Court may impose restrictions on publication of information provided

815. Right or interest in shares or debentures unenforceable by person in default

816. Court may grant relief from restriction on enforceability of right or interest in shares or debentures

817. Dealing by agent in shares or debentures subject to disclosure order

CHAPTER 3

Restrictions on directors of insolvent companies

818. Interpretation and application (Chapter 3)

819. Declaration by court restricting director of insolvent company in being appointed or acting as director etc.

820. Application for declaration of restriction

821. Liquidator shall inform court of jeopardy to other company or its creditors

822. Court may grant restricted person relief from restrictions

823. Register of restricted persons

824. Application of this Chapter to receivers

825. Restricted person shall give notice to company before accepting appointment or acting as director or secretary

826. “Company that has a restricted person”— meaning of that expression in sections 827 to 834

827. Disapplication of certain provisions to company having a restricted person

828. Company having a restricted person may not acquire certain non-cash assets from subscribers, etc. unless particular conditions satisfied

829. Supplemental provisions in relation to section 828

830. Relief from liability under section 828

831. Offence for contravention of section 828

832. Allotment of share not fully paid up by company that has a restricted person

833. Allotment of share not fully paid for in cash by company that has a restricted person

834. Relief for company in respect of prohibited transaction

835. Power to vary amounts specified in section 819(3)

836. Personal liability for debts of company subject to restriction

CHAPTER 4

Disqualification generally

837. Interpretation generally (Chapter 4)

838. Meaning of “disqualified” and “disqualification order”

839. Automatic disqualification on conviction of certain indictable offences

840. Default under section 149(8) concerning fact of director's becoming disqualified under law of another state

841. Default under section 23 or 150(2) by director disqualified under law of another state

842. Court may make disqualification order

843. Provisions relating to particular grounds for disqualification

844. Persons who may apply for disqualification order under section 842

845. Miscellaneous provisions relating to disqualification by court order

846. Costs and expenses of application

847. Court may grant relief to person subject to disqualification order

848. Disqualification of restricted person following subsequent winding up

CHAPTER 5

Disqualification and restriction undertakings

849. Definitions (Chapter 5)

850. Disqualification undertaking — initiation of procedure that provides person opportunity to submit to disqualification

851. Effect of delivery of notice under section 850, giving of disqualification undertaking on foot thereof and related matters

852. Restriction undertaking — initiation of procedure that provides person opportunity to submit to restriction

853. Effect of delivery of notice under section 852, giving of restriction undertaking on foot thereof and related matters

854. Regulations for the purposes of sections 850 to 853

CHAPTER 6

Enforcement in relation to disqualification and restriction

855. Offence of contravening disqualification order or restriction

856. Offence of acting under directions of person where directions given in contravention of this Part

857. Period of disqualification following conviction of offence under this Chapter

858. Company may recover consideration

859. Person acting while disqualified or restricted liable for debts of company

860. Person acting under directions of disqualified person liable for debts of company

861. Relief from liability under section 858, 859 or 860

862. Court may require director to give certain information

863. Information to be supplied to Registrar

864. Register of disqualified persons

CHAPTER 7

Provisions relating to offences generally

865. Summary prosecutions

866. District court district within which summary proceedings may be brought

867. Period within which summary proceedings may be commenced

868. Prosecution of companies on indictment

869. Offences by body committed with consent of its officer

870. Further offence, where contravention continued after conviction for an offence, and penalties for such offence

871. Categories 1 to 4 offences — penalties

872. Court may order that convicted person remedy breach

873. Notice by Director to remedy default

874. Special provisions applying where default in delivery of documents to Registrar

CHAPTER 8

Provision for enforcement of section 27(1) and additional general offences

875. Civil enforcement of prohibition on trading under misleading name

876. Offence of providing false information

877. Offence of destruction, mutilation or falsification of book or document

878. Offence of fraudulently parting with, altering or making omission in book or document

CHAPTER 9

Evidential matters

879. Proof of certificate as to overseas incorporation

880. Proof of incorporation under overseas legislation

881. Admissibility in evidence of certain matters

882. Provision of information to juries

883. Certificate evidence

884. Documentary evidence

885. Saving for privileged communications in context of requirements under section 724

886. Statutory declaration made in foreign place

PART 15

FUNCTIONS OF REGISTRAR AND OF REGULATORY AND ADVISORY BODIES

CHAPTER 1

Registrar of Companies

887. Registration office, “register”, officers and CRO Gazette

888. Authentication of documents other than by signing or sealing them

888A. Cases in which director must supply certain data

889. Fees

890. Annual report by Registrar

890A. Collection of certain data by Registrar

891. Inspection and production of documents kept by Registrar

892. Admissibility of certified copy or extract

893. Certificate by Registrar admissible as evidence of facts stated

894. Disposal of documents filed with Registrar

895. Registrar may apply system of information classification

896. Delivery to Registrar of documents in legible form

897. Delivery of documents in electronic form may be made mandatory

898. Registrar's notice that document does not comply

899. Supplementary and clarificatory provisions for section 898

899A. Function imposed on Registrar under section 930D

CHAPTER 2

Irish Auditing and Accounting Supervisory Authority

900. Interpretation (Chapter 2)

901. Continuance of designation of Irish Auditing and Accounting Supervisory Authority and other transitional matters

902. Membership of Supervisory Authority

903. Amendment to memorandum or articles

904. Objects of Supervisory Authority

905. Functions of Supervisory Authority

906. General powers

907. Board of directors

908. Supplementary provisions in relation to board of directors

909. Chief executive officer (including provision of transitional nature)

910. Work programme

911. Annual programme of expenditure

912. Specification in annual programme of expenditure of amounts for reserve fund

913. Review of work programme

914. Funding

915. Application of money received by Supervisory Authority

916. Supervisory Authority may levy prescribed accountancy bodies

917. Supervisory Authority may levy certain companies and other undertakings (Repealed)

918. Funding in respect of functions of Supervisory Authority under certain regulations

919. Reserve fund

920. Borrowing

921. Excess revenue

922. Employees (including provision of a transitional nature)

923. Director's obligations when material interest in arrangement, contract or agreement with Supervisory Authority arises

924. Effect of breach of director's obligations in relation to material interest

925. Employee's duty of disclosure

926. Superannuation scheme

927. Accounts and audit

928. Annual report

929. Accountability to Dáil Éireann

930. Recognition of body of accountants

930A. Designation of competent authority

930B. Annual audit programme and activity report

930C. Operation of certain provisions with regard to particular recognised accountancy bodies

930D. Conflicts of interest to be avoided

931. Provisions in relation to recognition by Supervisory Authority under section 930

931A. Investigation by disciplinary committees of prescribed accountancy bodies

931B. Provisions that apply when recognised accountancy body is not able to perform Part 27 function

932. Consultation by Supervisory Authority regarding standards and qualifications

933. Intervention in disciplinary process of prescribed accountancy bodies

933A. Resolution of suspected non-compliance by agreement - relevant body

934. Investigation of possible breaches of standards of prescribed accountancy bodies

934A. Supplemental provisions to section 934 - certain specified persons

934B. Immediate action required to protect public

934C. Sanctions which Supervisory Authority may impose on statutory auditor for relevant contravention

934D. Relevant circumstances to be considered in imposing relevant sanctions on specified person

934E. Resolution of suspected relevant contravention by agreement - specified person

934F. Publication of relevant sanction imposed on specified person, etc.

934G. Limitations on imposing monetary sanctions on specified person

934H. Specified person not to be liable to be penalised twice for same relevant contravention

934I. Reporting of relevant contraventions

935. Supplemental provisions in relation to section 934 (including as concerns its relationship to provisions of 2010 Audits Regulations)

935A. Interpretation of sections 935A to 935D and 941A (Repealed)

935B. Investigation of possible relevant contraventions (Repealed)

935C. Sanctions which Supervisory Authority or Director of Corporate Enforcement may impose(Repealed)

935D. Publication of relevant sanction imposed, etc (Repealed)

936. Review of members of recognised accountancy bodies (Repealed)

936A. Review of members of recognised accountancy bodies

936B. Review of members of recognised accountancy bodies

937. Delegation of Supervisory Authority's functions

938. Hearings, privileges and procedural rules

939. Supervisory Authority's seal and instruments

940. Confidentiality of information

941. Appeals to and orders of the court, including orders confirming decisions of Supervisory Authority

941A. Application to court to confirm decision to impose relevant sanction (Repealed)

942. Liability of Supervisory Authority for acts, omissions, etc.

942A. Liability of prescribed body for acts, omissions etc.

943. Minister's power to make regulations for purposes of Chapter, etc.

944. Prior approval by Houses of Oireachtas required for certain regulations

CHAPTER 3

Director of Corporate Enforcement

945. Director of Corporate Enforcement (Repealed)

946. Terms and conditions of appointment (Repealed)

947. Removal, cessation or disqualification of Director (Repealed)

948. Acting Director of Corporate Enforcement (Repealed)

949. Functions of Director (Repealed)

950. Superannuation (Repealed)

951. Secondment to Director's office of member of Garda Síochána (Repealed)

952. Delegation by Director (Repealed)

953. Liability of Director or officer for acts and omissions (Repealed)

954. Director's annual report (Repealed)

955. Director shall report as required (Repealed)

956. Confidentiality of information (Repealed)

957. Disclosure of information to Director (Repealed)

957A. Restriction of application of certain articles of Data Protection Regulation (Repealed)

957AA. Definitions (sections 957A to 957I) (Repealed)

957B. Provisions applicable where Director receives particulars, etc., from Supervisory Authority concerning relevant contravention and relevant director (Repealed)

957C. Sanctions which Director may impose on relevant director for certain conduct (Repealed)

957D. Relevant circumstances to be considered in imposing relevant sanctions on relevant director (Repealed)

957E. Resolution of suspected certain conduct by agreement - relevant director (Repealed)

957F. Publication of relevant sanction imposed on relevant director (Repealed)

957G. Limitations on imposing monetary sanctions on relevant director (Repealed)

957H. Relevant director not to be liable to be penalised twice for same conduct (Repealed)

957I. Appeals to and orders of court, including orders confirming decisions of Director (Repealed)

CHAPTER 3A

Corporate Enforcement Authority

944A. Definitions (Chapter 3A)

944B. Establishment day

944C. Establishment of Corporate Enforcement Authority

944D. Functions of Authority

944E. Transfer of functions of Director to Authority

944F. Membership of Authority

944G. Appointment of chairperson of Authority

944H. Resignation, removal, disqualification of Member

944I. Acting Member

944J. Assignment and transfer of staff to Authority

944K. Staff of Authority, etc.

944L. Superannuation of Members

944M. Secondment to Authority of member of Garda Síochána

944N. Accountability of Authority to Committee of Public Accounts

944O. Accountability of Member to certain Oireachtas Committees

944P. Confidentiality of information

944Q. Disclosure of information to Authority

944R. Restriction of application of certain articles of Data Protection Regulation

944S. Transfer of rights and liabilities, and continuation of leases, licences and permissions granted by office of Director

944T. Annual report

944U. Strategy statement and work programme

944V. Grants to Authority

944W. Liability of Authority for acts or omissions

944X. Accounts of Authority

944Y. Final annual report of Director

CHAPTER 3B

Investigation of director or former director of public-interest entity to find whether such director has engaged in certain prohibited conduct, etc.

944Z. Definitions (sections 944Z to 944AH)

944AA. Provisions applicable where Authority receives particulars, etc., from Supervisory Authority concerning relevant contravention and relevant director

944AB. Sanctions which Authority may impose on relevant director for certain conduct

944AC. Relevant circumstances to be considered in imposing relevant sanctions on relevant director

944AD. Resolution of suspected certain conduct by agreement - relevant director

944AE. Publication of relevant sanction imposed on relevant director

944AF. Limitations on imposing monetary sanctions on relevant director

944AG. Relevant director not to be liable to be penalised twice for same conduct

944AH. Appeals to and orders of court, including orders confirming decisions of Authority

CHAPTER 4

Company Law Review Group

958. Company Law Review Group

959. Functions of Review Group

960. Membership of Review Group

961. Meetings and business of Review Group

962. Annual report and provision of information to Minister

PART 16

DESIGNATED ACTIVITY COMPANIES

CHAPTER 1

Preliminary and definitions

963. Definitions (Part 16)

964. Application of Parts 1 to 14 to DACs

CHAPTER 2

Incorporation and consequential matters

965. Way of forming a DAC and the 2 types of DAC

966. DAC to carry on activity in the State

967. The form of a DAC's constitution

968. Supplemental provisions in relation to constitution

969. Provisions as to names of DACs

970. Trading under a misleading name

971. Power to dispense with “designated activity company” or Irish equivalent in name of charitable and other companies

972. Capacity of a DAC

973. Capacity not limited by a DAC's constitution

974. Alteration of objects clause by special resolution

975. Supplemental provisions in relation to section 974

976. Restriction of section 32(1) in relation to a DAC limited by guarantee

977. Alteration of articles by special resolution

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

CHAPTER 3

Share capital

979. Status of existing guarantee company, having a share capital

980. Transitional provision — use of “limited” or “teoranta” by existing guarantee company, having a share capital

981. Limitation on offers by DACs of securities to the public

982. Variation of rights attached to special classes of shares

983. Application of section 114 in relation to DACs

984. Uncertificated transfer of securities

CHAPTER 3A

Dematerialisation of applicable securities

984A. Interpretation

984B. Application of Chapter

984C. Abolition of certificates in respect of applicable securities

984D. Transfer of applicable securities of DAC

984E. Disapplication of certain provisions to applicable securities

984F. Disapplication of requirement for certificate in respect of applicable securities

984G. Representation of applicable securities

CHAPTER 4

Corporate governance

985. Directors

986. Limitation on number of directorships

987. Membership of DAC limited by guarantee confined to shareholders

988. DAC, with 2 or more members, may not dispense with holding a.g.m.

989. Application of section 193 in relation to a DAC

990. Application of section 194 in relation to a DAC

CHAPTER 5

Financial statements, annual return and audit

991. Non-application of Part 6 to DACs that are credit institutions or insurance undertakings

992. Requirement for corporate governance statement and modification of certain provisions of Parts 5 and 6 as they apply to DACs

993. Modification of definition of “IAS Regulation” in the Case of DACs

994. Application of sections 297, 350 and 362 to a DAC (Repealed)

995. Disclosures by DAC that is a credit institution

996. Exemption from filing with Registrar financial statements, etc.

CHAPTER 6

Liability of contributories in winding up

997. Liability as contributories of past and present members and provision concerning winding up after certain re-registration

CHAPTER 7

Examinerships

998. Petitions for examinerships

CHAPTER 7A

Winding Up

998A. Application of Chapter 7 of Part 11 to DACs

CHAPTER 8

Public offers of securities, prevention of market abuse, etc.

999. Application of Chapters 1, 2 and 4 of Part 23 to DACs

PART 17

PUBLIC LIMITED COMPANIES

CHAPTER 1

Preliminary and definitions

1000. Interpretation (Part 17)

1001. Investment company to be a PLC but non-application of this Part to that company type

1002. Application of Parts 1 to 14 to PLCs

1003. Societas Europaea to be regarded as PLC

CHAPTER 2

Incorporation and consequential matters

1004. Way of forming a PLC

1005. PLC to carry on activity in the State

1006. The form of a PLC's constitution

1007. Supplemental provisions in relation to constitution and continuance in force of existing memorandum and articles

1008. Provisions as to names of PLCs

1009. Trading under a misleading name

1010. Restriction on commencement of business by a PLC

1011. Capacity of a PLC

1012. Capacity not limited by a PLC's constitution

1013. Alteration of objects clause by special resolution

1014. Supplemental provisions in relation to section 1013

1015. Alteration of articles by special resolution

1016. Power to alter provisions in memorandum which could have been contained in articles

1017. Official seal for sealing securities

1018. Status of existing PLC

CHAPTER 3

Share capital

1019. Provisions as to shares transferable by delivery (general prohibition and provision for certain letters of allotment)

1020. Capacity to make public offers of securities

1021. Allotment of shares and other securities

1022. Pre-emption rights

1023. Interpretation and supplemental provisions in relation to section 1022

1024. Status of authority to allot shares conferred prior to company's re-registration as a PLC

1025. Subscription of share capital

1026. Payment for allotted shares

1027. Payment of non-cash consideration

1028. Expert's report on non-cash consideration before allotment of shares

1029. Supplemental provisions in relation to section 1028

1030. Expert's report: supplemental provisions in relation to section 1028

1031. Dispensation from section 1028 — certain securities or money-market instruments constituting consideration for allotment

1032. Dispensation from section 1028 — consideration for allotment other than securities and money-market instruments referred to in section 1031

1033. Dispensation from section 1028: cases in which consideration for allotment falls into both section 1031 and section 1032

1034. Expert's report on non-cash assets acquired from subscribers, etc.

1035. Supplemental provisions in relation to section 1034

1036. Relief

1037. Special provisions as to issue of shares to subscribers

1038. Enforceability of undertakings made in contravention of certain provisions of Chapter

1039. Adaptation of section 102(1) and (2) in relation to a PLC

1040. Treatment of own shares held by or on behalf of a PLC

1041. Supplemental provisions in relation to section 1040 (including definition of “relevant period”)

1042. Charges taken by PLC on own shares

1043. Application of certain provisions of section 82(6) in relation to PLCs

1044. Variation of rights attached to special classes of shares

1045. Restriction on transfer of shares

CHAPTER 4

Interests in shares: disclosure of individual and group acquisitions

1046. Purpose of Chapter

1047. Interpretation and supplemental (Chapter 4)

1048. Duty of disclosure — first class of case in which duty arises

1049. Notifiable interest

1050. Duty of disclosure — second class of case in which duty arises

1051. “Percentage level” in relation to notifiable interests

1052. The notifiable percentage

1053. Particulars to be contained in notification

1054. Notification of family and corporate interests

1055. “Share acquisition agreement”— meaning

1056. Duties of disclosure arising in consequence of section 1055

1057. Duty of persons acting together to keep each other informed

1058. Interest in shares by attribution

1059. Interest in shares that are notifiable interests for purposes of Chapter

1060. Enforcement of notification obligation

1061. Individual and group acquisitions register

1062. Company investigations concerning interests in shares

1063. Registration of interest disclosed under section 1062

1064. Company investigations on requisition by members

1065. Company reports on investigation

1066. Penalty for failure to provide information

1067. Removal of entries from register

1068. Entries, when not to be removed

1069. Where register to be kept, inspection of register, inspection of reports, etc.

1070. Duty of PLC to notify authorised market operator

CHAPTER 5

Acquisition of own shares and certain acquisitions by subsidiaries

1071. Additional (general) provisions relating to acquisition by PLCs of own shares

1072. “Market purchase”, “overseas market purchase” and “off-market purchase”

1073. Authority for PLC's purchase of own shares

1074. Market purchase of own shares

1075. Off-market purchase of own shares

1076. Assignment or release of company's right to purchase own shares

1077. Relationship of certain acquisition provisions to those in PART 3

1078. Off-market re-allotment of treasury shares by PLC

1079. Return to be made to Registrar under section 116(1)

1080. Duty of PLC to publish particulars of overseas market purchase

1081. Duty of PLC to notify authorised market operator

CHAPTER 6

Distribution by a PLC

1082. Restriction on distribution of assets

1083. Relevant financial statements in the case of distribution by PLC

1084. Limitation on reduction by a PLC of its company capital

CHAPTER 7

Uncertificated securities

1085. Transfer in writing

1086. Power to make regulations for the transfer of securities

1087. Supplemental provisions in relation to section 1086

CHAPTER 7A

Uncertificated securities of relevant issuers

1087A. Interpretation

1087B. Share certificates

1087C. Written instrument of transfer

1087D. Alternative special majority for Schemes of Arrangement

1087E. Disapplication of additional requirement

1087F. Irrevocable power of attorney

1087G. Record date for participation and voting in general meeting

1087H. Definition of subsidiary

CHAPTER 7B

Dematerialisation of applicable securities

1087I. Interpretation

1087J. Application of Chapter

1087K. Abolition of certificates in respect of applicable securities

1087L. Transfer of applicable securities

1087M. Restrictions on transfer of applicable securities

1087N. Disapplication of certain provisions to applicable securities

1087O. Disapplication of requirement for certificate in respect of applicable securities

1087P. Representation of applicable securities

CHAPTER 8

Corporate governance

1088. Number of directors of a PLC

1089. PLC, with 2 or more members, may not dispense with holding of a.g.m.

1090. Rotation of directors

1091. Modification of section 149(8)'s operation where public or local offer co-incides with change among directors

1092. Remuneration of directors

1093. Application of section 193 in relation to PLC

1094. Provisions consequent on participation by PLC in system for uncertificated transfer of securities

1095. Attendance and voting at meetings

1096. Notice of meetings

1097. Application of section 167 to PLC that is not a public-interest entity under S.I. No. 220 of 2010

1098. Length of notice of general meetings to be given

1099. Additional rights of shareholders in certain PLCs (provisions implementing Shareholders' Rights Directive 2007/36/EC)

1100. Equality of treatment of shareholders

1101. Requisitioning of general meeting by members — modification of section 178(3)

1102. Length of notice of general meetings to be given by traded PLC

1102A. Modification of application of section 325(1) to traded PLC

1103. Additional provisions concerning notice under section 181 by a traded PLC

1104. Right to put items on the agenda of the general meeting and to table draft resolutions

1105. Requirements for participation and voting in general meeting

1106. Participation in general meeting by electronic means

1107. Right to ask questions

1108. Provisions concerning appointment of proxies

1109. Traded PLC may permit vote to be cast in advance by correspondence

1110. Voting results

CHAPTER 8A

Rights of shareholders

1110A. Interpretation, application and commencement (Chapter 8A)

1110B. Identification of shareholders

1110C. Transmission of information

1110D. Facilitation of exercise of shareholder rights

1110E. Non-discrimination, proportionality and transparency of costs

CHAPTER 8B

Transparency of institutional investors, asset managers and proxy advisors

1110F. Interpretation and application (Chapter 8B)

1110G. Engagement policy - institutional investors

1110H. Engagement policy - asset managers

1110I. Investment strategy of institutional investors and arrangements with asset managers

1110J. Transparency of asset managers

1110K. Transparency of proxy advisors

CHAPTER 8C

Remuneration policy, remuneration report and transparency and approval of related party transactions

1110L. Interpretation and application (Chapter 8C)

1110M. Right to vote on remuneration policy

1110N. Remuneration report

1110O. Transparency and approval of related party transactions

CHAPTER 8D

Offences and penalties

1110P. Offences and penalties

CHAPTER 9

Duties of directors and other officers

1111. Obligation to convene extraordinary general meeting in event of serious loss of capital

1112. Qualifications of secretary of a PLC

CHAPTER 10

Financial statements, annual return and audit

1113. Voting by director in respect of certain matters: prohibition and exceptions thereto

1114. Non-application of Part 6 to PLCs that are credit institutions or insurance undertakings

1115. Requirement for corporate governance statement and modification of certain provisions of Parts 5 and 6 as they apply to PLCs

1116. Modification of definition of “IAS Regulation” in the case PLCs

1116A. Modification of definition of “ineligible entities” in case of PLCs

1117. Obligation for a PLC's statutory financial statements to be audited

1118. Statutory auditors' report on revised financial statements and revised report

1119. Summary financial statements and circulation of them to members in lieu of full financial statements

1120. Application of sections 310 to 313

CHAPTER 11

Debentures

1121. Provisions as to register of debenture holders

CHAPTER 12

Examinerships

1122. Petitions for examinerships

CHAPTER 12A

Winding Up

1122A. Application of Chapter 7 of Part 11 to PLCs

CHAPTER 13

Reorganisations

1123. Acquisitions of uncertificated securities from dissenting shareholders

CHAPTER 14

Strike off and restoration

1124. Power of Registrar to strike PLC off register

1125. Reinstatement as PLC confined to company which had such status before dissolution

CHAPTER 15

Investigations

1126. Inspectors — minimum number of members that may apply for their appointment in the case of a PLC

CHAPTER 16

Mergers

1127. Interpretation (Chapter 16)

1128. Requirement for Chapter to apply

1129. Mergers to which Chapter applies — definitions and supplementary provision

1130. Merger may not be put into effect save in accordance with this Chapter

1131. Common draft terms of merger

1132. Directors' explanatory report

1133. Expert's report

1134. Merger financial statement

1135. Registration and publication of documents

1136. Inspection of documents

1137. General meetings of merging companies

1138. Electronic means of making certain information available for purposes of section 1137

1139. Meetings of classes of shareholders

1140. Purchase of minority shares

1141. Application for confirmation of merger by court

1142. Protection of creditors

1143. Preservation of rights of holders of securities

1144. Confirmation order

1145. Certain provisions not to apply where court so orders

1146. Registration and publication of confirmation of merger

1147. Civil liability of directors and experts

1148. Criminal liability for untrue statements in merger documents

CHAPTER 17

Divisions

1149. Interpretation (Chapter 17)

1150. Requirements for Chapter to apply

1151. Divisions to which this Chapter applies — definitions and supplementary provisions

1152. Division may not be put into effect save under and in accordance with this Chapter

1153. Common draft terms of division

1154. Directors' explanatory report

1155. Expert's report

1156. Division financial statement

1157. Registration and publication of documents

1158. Inspection of documents

1159. General meetings of companies involved in a division

1160. Electronic means of making certain information available for purposes of section 1159

1161. Meetings of classes of shareholders

1162. Purchase of minority shares

1163. Application for confirmation of division by court

1164. Protection of creditors and allocation of liabilities

1165. Preservation of rights of holders of securities

1166. Confirmation order

1167. Certain provisions not to apply where court so orders

1168. Registration and publication of confirmation of division

1169. Civil liability of directors and experts

1170. Criminal liability for untrue statements in division documents

CHAPTER 18

Public offers of securities, prevention of market abuse, etc.

1171. Application of Chapters 1, 2 and 4 of Part 23 to PLCs

PART 18

GUARANTEE COMPANIES

CHAPTER 1

Preliminary and definitions

1172. Definitions (Part 18)

1173. Application of Parts 1 to 14 to CLGs

CHAPTER 2

Incorporation and consequential matters

1174. Way of forming a CLG

1175. CLG to carry on activity in the State

1176. The form of a CLG's constitution

1177. Supplemental provisions in relation to constitution and continuance in force of existing memorandum and articles

1178. Provisions as to names of CLGs

1179. Trading under a misleading name

1180. Power to dispense with “company limited by guarantee” or Irish equivalent in name of charitable and other companies

1181. Prohibition on certain provisions in constitution, etc. and issuing of shares

1182. Capacity of a CLG

1183. Capacity not limited by a CLG's constitution

1184. Alteration of objects clause by special resolution

1185. Supplemental provisions in relation to section 1184

1186. Restriction of section 32(1) in relation to CLGs

1187. Alteration of articles by special resolution

1188. Power to alter provisions in memorandum which could have been contained in articles

1189. Status of existing guarantee company

1190. Transitional provision — use of “limited” or “teoranta” by existing guarantee company

CHAPTER 3

Share capital

1191. Limitation on offers by CLGs of securities to the public

1192. Application of section 114 in relation to CLGs

1193. Uncertificated transfer of securities

1193A. Application of Chapter 3A of Part 16 to CLGs

CHAPTER 4

Corporate governance

1194. Directors

1195. Limitation on number of directorships

1196. Rotation of directors

1197. Remunerat1ion of directors

1198. Removal of directors

1199. Membership

1200. Personation of member: offence

1201. Register of members

1202. CLG, with 2 or more members, may not dispense with holding of a.g.m.

1203. Convening of extraordinary general meeting on requisition

1204. Persons entitled to notice of general meetings

1204A. Disapplication of section 181(5)(d) in respect of certain CLGs

1205. Proxies

1206. Votes of members

1207. Right to demand a poll

1208. Application of section 193 in relation to a CLG

1209. Application of section 198 in relation to a CLG

1210. Application of Chapter 5 of Part 5 to a CLG

CHAPTER 5

Financial statements, annual return and audit

1211. Non-application of Part 6 to CLGs that are credit institutions or insurance undertakings

1212. Requirement for corporate governance statement and modification of certain provisions of Parts 5 and 6 as they apply to CLGs

1213. Modification of definition of “IAS Regulation” in the case of CLGs

1214. Application of section 297 to a CLG (Repealed)

1215. Disclosures by CLG that is credit institution

1216. Disclosure of membership changes in CLG's financial statements

1217. Disapplication of sections 325(1)(c) and 329 to a CLG

1218. Application of sections 334, 350 and 362 to a CLG

1219. Qualification of section 338 in the case of a CLG

1220. Exemption from filing with Registrar financial statements, etc.

1221. Application of section 392 to a CLG

1222. Application of section 393 to a CLG

CHAPTER 6

Liability of contributories in winding up

1223. Liability as contributories of past and present members and provision concerning winding up after certain re-registration

CHAPTER 7

Examinerships

1224. Petitions for examinerships

CHAPTER 8

Investigations

1225. Application of section 747(2) to CLGs

CHAPTER 9

Public offers of securities, prevention of market abuse, etc.

1226. Application of Chapters 1, 2 and 4 of Part 23 to CLGs

PART 19

UNLIMITED COMPANIES

CHAPTER 1

Preliminary and definitions

1227. Interpretation (Part 19)

1228. Three types of unlimited company and uniform words to be affixed to name

1229. References to unlimited company to mean ULC, PUC or PULC

1230. Application of Parts 1 to 14 to unlimited companies

CHAPTER 2

Incorporation and consequential matters

1231. Way of forming an unlimited company

1232. Unlimited company to carry on activity in the State

1233. The form of the constitution of an ULC or PUC

1234. The form of the constitution of a PULC

1235. Supplemental provisions in relation to constitution referred to in section 1233 or 1234 and continuance in force of existing memorandum and articles

1236. Effect of registration

1237. Provisions as to names of unlimited companies

1238. Trading under a misleading name

1239. Capacity of an unlimited company

1240. Capacity not limited by the constitution of an unlimited company

1241. Alteration of objects clause by special resolution

1242. Supplemental provisions in relation to section 1241

1243. Application of section 1018 to PUCs and PULCs

1244. Alteration of articles by special resolution

1245. Power to alter provisions in memorandum which could have been contained in articles

1246. Status of existing unlimited company

1247. Transitional provision — omission of “unlimited company” or “cuideachta neamhtheoranta” by existing unlimited company

CHAPTER 3

Share capital

1248. Application of section 68 to PUCs and PULCs

1249. Authority to allot and pre-emption rights in the case of a PUC

1250. Variation of rights attached to special classes of shares

1251. Variation of company capital

1252. Reduction of company capital

1253. Application of section 94 to ULCs and PUCs

1254. Application of section 114 in relation to PULCs

1255. Making of distributions unrestricted in the case of unlimited companies

1256. Uncertificated transfer of securities

CHAPTER 4

Corporate governance

1257. Directors

1258. Limitation on number of directorships

1259. Membership of a PULC

1260. Personation of member: offence

1261. Register of members

1262. Unlimited company, with 2 or more members, may not dispense with holding of a.g.m.

1263. Application of section 193 in relation to an unlimited company

1263A. Application of Chapter 3A of Part 16 to PUCs and PULCs

CHAPTER 5

Financial statements, annual return and audit

1264. Definitions (Chapter 5)

1265. Non-application of Part 6 to unlimited companies that are credit institutions or insurance undertakings

1266. Requirement for corporate governance statement and modification of certain provisions of Parts 5 and 6 as they apply to PUCs and PULCs

1267. Modification of definition of “IAS regulation” in the case of PUCs and PULCs

1267A. Modification of definition of “ineligible entities” in case of PUCs and PULCs

1268. Application of section 297 to a PULC (Repealed)

1269. Disclosures by unlimited company that is a credit institution

1270. Disclosure of membership changes in PULC’s financial statements

1271. Disapplication of sections 325(1)(c) and 329 to a PULC

1272. Application of section 362 to an ULC and obligation on other unlimited companies to have their financial statements audited

1273. Qualification of section 338 in the case of a PULC

1274. No requirement to deliver financial statements, etc., with annual return in the case of certain ULCs

1274A. Non application of Part 26 to certain ULCs

1275. Application of section 392 to a PULC

1276. Application of section 393 to a PULC

1277. Documents to be annexed to annual return of non-designated ULC

CHAPTER 6

Winding up

1278. Liability as contributories of past and present members

1279. Payment of debts due by contributory to the unlimited company and extent to which set-off allowed

CHAPTER 7

Examinerships

1280. Petitions for examinerships

CHAPTER 7A

Winding Up

1280A. Application of Chapter 7 of Part 11 to unlimited companies

CHAPTER 8

Investigations

1281. Application of section 747(2) to PUCs and PULCs

CHAPTER 9

Public offers of securities, market abuse, etc.

1282. Application of Chapters 1, 2 and 4 of Part 23 to PUCs and PULCs

PART 20

RE-REGISTRATION

CHAPTER 1

Interpretation

1283. Interpretation (Part 20)

CHAPTER 2

General provisions as to re-registration

1284. Company may re-register as another company type

1285. Procedure generally for re-registration

1286. Additional statements required of company that is to have a share capital on its re-registration

1287. PLC's resolution to re-register as a private company limited by shares or DAC may be cancelled by court

1288. Re-registration upon reduction of company capital of a PLC

CHAPTER 3

Special requirements for re-registration

1289. What this Chapter does and references to relevant Chapter 2 requirements

1290. Particular requirements for re-registration as a private company limited by shares

1291. Particular requirements for re-registration of company as a PLC

1292. Requirements as to share capital of a company applying to re-register as a PLC

1293. Shares allotted by company applying to re-register as PLC between balance sheet date and passing of special resolution

1294. Application of certain other provisions of Part 17 on allotments to a company that passed resolution for re-registration

1295. Power of unlimited company to provide for reserve share capital on re-registration

1296. Particular requirements for re-registration of limited company as unlimited

1297. Particular requirements for re-registration of company as a CLG

1298. Particular requirements for re-registration of company as a DAC limited by shares

1299. Particular requirements for re-registration of company as a DAC limited by guarantee

PART 21

EXTERNAL COMPANIES

CHAPTER 1

Preliminary

1300. Interpretation (Part 21)

1301. Application to external companies of certain provisions of Parts 1 to 14

CHAPTER 2

Filing obligations of external companies

1302. Filing obligations of EEA company

1303. Accounting documents to be filed by EEA company

1304. Filing obligations of non-EEA company

1305. Accounting documents to be filed by non-EEA company

1306. Return of capital by non-EEA company

CHAPTER 3

Disclosure in certain business documents and translation of documents

1307. Disclosure on letters and order forms

1308. Notice of delivery to be published in CRO Gazette

1309. Translation of documents

CHAPTER 4

Service of documents

1310. Service of documents

CHAPTER 5

Compliance

1311. Duty of securing compliance with this Part

PART 22

UNREGISTERED COMPANIES AND JOINT STOCK COMPANIES

CHAPTER 1

Application of Act to unregistered companies

1312. Application of certain provisions of Act to unregistered companies

1313. Minister's power to make regulations in relation to Schedule 14

CHAPTER 2

Registration of certain bodies (other than joint stock companies) as companies

1314. Definitions (Chapter 2)

1315. Registration as a company of body to which section 1312(1) applies

1316. Requirements for registration under this Chapter as company

1317. Particular requirements for registration of body corporate as a PLC

1318. Requirements as to share capital of body corporate applying to register as a PLC

1319. Shares allotted by body corporate applying to register as PLC between balance sheet date and passing of registration resolution

1320. Application of certain other provisions of Part 17 on allotments to a body that passed resolution for registration as a PLC

1321. Regulations for special cases

1322. Change of name for purposes of registration

1323. Registration and its effects

1324. Supplemental provisions in relation to section 1323

1325. Consequential repeals

CHAPTER 3

Winding up of unregistered company

1326. Chapter 3 — construction of expression “unregistered company”

1327. Restriction of this Chapter

1328. Winding up of unregistered companies

1329. Cases in which unregistered company shall be deemed to be unable to pay its debts

1330. Contributories in winding up of unregistered company

1331. Power of court to stay or restrain proceedings

1332. Actions stayed on winding-up order

1333. Provisions of this Chapter to be cumulative

CHAPTER 4

Provisions concerning companies registered, but not formed, under former Acts and certain other existing companies

1334. Application of Act to companies registered but not formed under former Companies Acts

1335. Application of Act to unlimited companies re-registered as limited companies under certain former enactments

1336. Provisions as to companies registered under Joint Stock Companies Acts

CHAPTER 5

Registration of joint stock companies under this Act

1337. Interpretation (Chapter 5)

1338. Companies capable of being registered

1339. Requirements for registration of joint stock companies

1340. Verifications of lists of members and directors of company for purposes of registration

1341. Registrar may require evidence as to nature of company

1342. Addition of “limited” or “teoranta”, etc. to name

1343. Certificate of registration of existing company

1344. Effects of registration under this Chapter

1345. Power to substitute memorandum and articles for deed of settlement

1346. Power of court to stay or restrain proceedings

1347. Actions stayed on winding-up order

PART 23

PUBLIC OFFERS OF SECURITIES, FINANCIAL REPORTING BY TRADED COMPANIES, PREVENTION OF MARKET ABUSE, ETC.

CHAPTER 1

Public offers of securities

1348. Interpretation (Chapter 1)

1349. Civil liability for misstatements in prospectus

1350. Exceptions and exemptions

1351. Restriction of liability where non-equity securities solely involved

1352. Indemnification of certain persons

1353. Expert's consent to issue of prospectus containing statement by him or her

1354. Regulations (Chapter 1)

1355. Saver for existing Prospectus Regulations

1356. Penalties on conviction on indictment and defences in respect of certain offences

1357. Untrue statements and omissions in prospectus: criminal liability

1358. Requirements about minimum subscriptions, matters to be stated in offer documentation in that regard, etc.

1359. Supplemental provisions in relation to section 1358

1360. Further supplemental provisions in relation to section 1358: effect of irregular allotment

1361. Local offers

1362. Exclusion of Investment Intermediaries Act 1995

1363. Power to make certain rules and issue guidelines

1364. Certain agreements void

CHAPTER 2

Market abuse

1365. Interpretation (Chapter 2)

1366. Regulations (Chapter 2) (repealed)

1367. Saver for existing Market Abuse Regulations (repealed)

1368. Conviction on indictment of offences under Irish market abuse law: penalties

1369. Civil liability for certain breaches of Irish market abuse law

1370. Supplementary rules, etc., by competent authority

1371. Application of Irish market abuse law to certain markets

CHAPTER 3

Requirement for corporate governance statement and application of certain provisions of Parts 5 and 6 where company is a traded company

1372. Definition (Chapter 3)

1373. Corporate governance statement in the case of a traded company

1374. Application of section 225 to a traded company

1375. Application of sections 279 and 280 to a traded company excluded

1376. Application of sections 290(7)(b), 293 and 362 to a traded company

1377. Certain exemptions from consolidation of financial statements not available to traded company

1378. DAC or CLG that is a traded company may not file abridged financial statements

CHAPTER 4

Transparency requirements regarding issuers of securities admitted to trading on certain markets

1379. Interpretation (Chapter 4)

1380. Power to make certain regulations (Chapter 4)

1381. Saver for existing Transparency Regulations

1382. Conviction on indictment of offences under transparency (regulated markets) law

1383. Supplementary rules, etc. by competent authority

1384. Application of transparency (regulated markets) law to certain markets

CHAPTER 5

Application of section 393 to a company to which Part 23 applies

1384A. Application of section 393 to a company to which Part 23 applies

PART 24

INVESTMENT COMPANIES

CHAPTER 1

Preliminary and interpretation

1385. Interpretation (Part 24)

1386. Definition of “investment company” and construction of references to nominal value of shares, etc.

1387. Application of Parts 1 to 14 to investment companies

1388. Application of Part 17 to investment companies

1389. Adaptation of certain provisions of UCITS Regulations

CHAPTER 2

Incorporation and registration

1390. Way of forming an investment company

1391. Investment company to carry on activity in the State

1392. The form of an investment company's constitution

1393. Supplemental provisions in relation to constitution and continuance in force of existing memorandum and articles

1394. Status of existing investment company

1395. Authorisation by Central Bank

1396. Powers of Central Bank

1397. Default of investment company or failure in performance of its investments

CHAPTER 3

Share capital

1398. Power of company to purchase own shares

1399. Treatment of purchased shares

CHAPTER 4

Financial statements

1400. Statutory financial statements

1400A. Modification of definition of “ineligible entities” in case of investment companies

1401. Requirement for corporate governance statement and modification of certain provisions of Parts 5 and 6 as they apply to investment companies

1401A. Filing of financial statements by investment company

CHAPTER 5

Winding up

1402. Circumstances in which company may be wound up by the court

CHAPTER 6

Restoration

1403. Restoration by the court

CHAPTER 7

Public offers of securities, prevention of market abuse, etc.

1404. Application of Chapters 1, 2 and 4 of Part 23 to investment companies

CHAPTER 8

Umbrella funds and sub-funds

1405. Segregated liability of investment company sub-funds

1406. Requirements to be complied with by, and other matters respecting, an umbrella fund to which section 1405(1) applies

1407. Further matters respecting an umbrella fund to which section 1405(1) applies

CHAPTER 9

Migration of funds

1408. Definitions (Chapter 9)

1409. “Registration documents”— meaning

1410. Continuation of foreign investment company

1411. Supplemental provisions in relation to section 1410

1412. Definitions for the purposes of de-registration provisions contained in sections 1413 and 1414

1413. De-registration of companies when continued under the law of place outside the State

1414. Supplemental provisions in relation to section 1413

1415. Statutory declaration as to solvency

PART 25

MISCELLANEOUS

CHAPTER 1

Provisions concerning foreign insolvency proceedings (including those covered by the Insolvency Regulation)

1416. Preliminary and interpretation (Chapter 1)

1417. Recognition of winding up orders of non-European Union states and Denmark

1418. Purpose of sections 1419 to 1428

1419. Registration of judgments given in insolvency proceedings

1420. Publication in relation to insolvency proceedings outside State

1421. Registration of insolvency judgments

1422. Enforcement in State of insolvency judgments

1423. Interest on insolvency judgments and payment of costs

1424. Currency of payments under enforceable insolvency judgments

1425. Preservation measures

1426. Venue

1427. Language of claims in relation to insolvency proceedings outside State

1428. Non-recognition or non-enforcement of judgments

CHAPTER 1A

Provisions concerning bank recovery and resolution

1428A. Priority of payments in a winding up

CHAPTER 2

Other miscellaneous provisions

1429. Deemed consent to disclosure with respect to interest in shares or debentures acquired

1430. Extension of Chapter 1 of Part 9 to any company liable to be wound up

1431. Application of sections 113 to 115 to bodies corporate generally

1432. Saving for enactments providing for winding up under certain former Companies Acts

1433. Application of section 405 to every type of company and society

1434. Restriction of section 58 of the Solicitors Act 1954

1435. Prohibition of partnerships with more than 20 members

1436. Prohibition of banking partnership with more than 10 members

1437. Signing of statutory financial statements in case of credit institution registered after 15 August 1879

1438. Audit by Comptroller and Auditor General of companies not trading for gain

1439. Application of sections 1402 and 1403 to companies that are UCITS

1440. Relationship between Chapters 1 and 2 of Part 9 and Irish Takeover Panel Act 1997

1441. Eligibility to act as public auditor (Repealed)

1442. Certain captive insurers and re-insurers: exemption from requirement to have audit committee

1443. Assurance company holding shares in its holding company

1444. Realised profits of assurance companies

1445. Amendment of section 30 of Multi-Unit Developments Act 2011

1446. Provision as to names of companies formed pursuant to statute

1447. Disapplication of section 7 of Official Languages Act 2003

1448. Provision in respect of certain discretion afforded by Commission Decision 2011/30/ EU (Repealed)

PART 26

PAYMENTS TO GOVERNMENTS

CHAPTER 1

Preliminary

1449. Interpretation

CHAPTER 2

Obligation to prepare payment reports

1450. Obligation to prepare entity report on payments to governments

1451. Obligation to prepare a consolidated payment report

CHAPTER 3

Content of payment reports

1452. Content of entity payment report

1453. Content of consolidated payment report

CHAPTER 4

Payment reports: Exemptions and exclusions

1454. Exemption from preparation where certain payments included in consolidated payment report of holding company or higher holding undertaking

1455. Exemption from preparation where company is subject to equivalent reporting requirements

1456. Exemption from preparation where holding undertaking or higher holding undertaking is subject to equivalent reporting requirements

1457. Certain undertakings exempt from inclusion in a consolidated payment report

CHAPTER 5

Approval and signing of payment reports

1458. Approval and signing of entity payment reports and consolidated payment reports

CHAPTER 6

Publication of payment reports

1459. Delivery of copy of entity payment reports and consolidated payment reports to Registrar

1460. Delivery of copy of entity payment reports and consolidated payment reports prepared under equivalent reporting requirements to Registrar

PART 27

STATUTORY AUDITS

CHAPTER 1

Preliminary and Interpretation

1461. Interpretation (Part 27 and Schedules 19 and 20)

1462. Savings

1463. Application

CHAPTER 2

Approval of statutory auditors and audit firms

1464. Applications for approval, general principle as to good repute, etc.

1465. Basis on which audit firms approved in other Member States may carry out audits in State

1466. Restriction as to persons who may carry out statutory audits

1467. Restriction on acting as statutory auditor

1468. Restriction on acting as statutory audit firm

1469. Offence for contravening section 1466, 1467, or 1468

1470. Conditions for approval as statutory auditor

1471. Transitional provisions applicable to certain deemed approvals under Regulation 44 of 2016 Audits Regulations

1472. Appropriate qualification for purpose of section 1470(a)

1473. Conditions for approval as statutory audit firm

1474. Powers of Director

1475. Evidence in prosecutions under section 1474

CHAPTER 3

Aptitude Test

1476. Aptitude test to be passed

1477. Scope of aptitude test

1478. Adequate standards to be applied in administration of aptitude test

CHAPTER 4

Withdrawal of Approval

1479. Grounds for mandatory withdrawal of approval in case of statutory auditor

1480. Grounds for mandatory withdrawal in case of statutory audit firm

1481. Appeals against withdrawal of approval

1482. Certain persons to be notified of withdrawal of approval

1483. Other persons to be notified of withdrawal of approval

CHAPTER 5

Public Register

1484. Public Register

1485. Notification of information to Registrar

1486. Prohibition on certain acts unless registered

1487. Obligation of statutory auditor or audit firm to notify certain information

1488. Public Register

CHAPTER 6

Standards for statutory auditors

1489. Continuing education

1490. Professional ethics

1491. Independence, objectivity and professional scepticism

1492. Standards for purposes of sections 1489 to 1491

1493. Arrangements for enforcement of standards

CHAPTER 7

Quality assurance

1494. Quality assurance by Supervisory Authority of statutory audit of public-interest entities and third-country auditors, etc.

1495. System of quality assurance to be put in place

1496. Organisation of quality assurance system

1497. Quality assurance review deemed to include individual auditors in certain cases

1498. Right of recognised accountancy body as regards professional discipline

CHAPTER 8

Investigations and sanctions

1499. System of investigation and penalties

1500. Privileges, etc.

1501. Duty of each recognised accountancy body with regard to sanctions

1502. Scope of penalties and publicity in relation to their imposition

CHAPTER 9

Actions to be taken after decision by recognised accountancy body that statutory auditor or audit firm of public-interest entity has committed relevant contravention

1503. Definitions (Chapter 9)

1504. Initial actions to be taken after decision by recognised accountancy body that statutory auditor or audit firm of public-interest entity has committed relevant contravention

1505. Appeal against relevant decision

1506. Sanctions which Supervisory Authority may impose on specified person

1507. Relevant circumstances to be considered in imposing relevant sanctions on specified person

1508. Publication of relevant sanction imposed on specified person, etc.

1509. Limitations on imposing monetary sanctions on specified person

1510. Specified person not to be liable to be penalised twice for same relevant contravention

1511. Appeals to and orders of High Court, including orders confirming relevant decisions of Supervisory Authority

CHAPTER 10

Appointment of statutory auditors or audit firms

1512. Prohibition of contractual clauses restricting choice of auditors

1513. Selection procedures for statutory auditors or audit firms by public-interest entities

1514. Appointment of statutory auditors or audit firms by public-interest entities - informing the Supervisory Authority

1515. Removal of statutory auditors or audit firms by public-interest entities - supplementary provisions

1516. Directors’ report to include date of last appointment of statutory auditor or audit firm

CHAPTER 11

Confidentiality and professional secrecy

1517. Rules of confidentiality to apply

1518. Supplemental provisions in relation to section 1517

1519. Saving

1520. Rules of confidentiality in relation to entities in third countries

1521. Incoming statutory auditor or audit firm to be afforded access to information

1522. Access by recognised accountancy body to audit documents

1523. Access by Supervisory Authority to information and documents held by recognised accountancy bodies or relevant persons

1524. Professional privilege

1525. No liability for acts done in compliance with obligations imposed by relevant provisions

CHAPTER 12

Auditing standards and audit reporting

1526. Auditing standards to be applied

1527. Audit of group accounts - responsibility of group auditor

1528. Further responsibility of group auditor

1529. Additional report to audit committee

1530. Auditors’ reporting obligations under Article 12 of Regulation (EU) No 537/2014

CHAPTER 13

Record keeping

1531. Record keeping

CHAPTER 14

Objectivity

1532. Future viability

CHAPTER 15

Independence

1533. Requirement for independence - general

1534. Professional scepticism

1535. Prohibited relationships - specific provisions to secure independence

1536. Prohibited relationships - financial or beneficial interest

1537. Prohibited relationships - mergers and acquisitions

1538. Threats to independence and other information to be recorded

1539. Preparation for statutory audit and assessment of threats to independence

1540. Non-intervention by certain persons in execution of audit

1541. Internal organisation of statutory auditors and audit firms

1542. Organisation of work of statutory auditors and audit firms

1543. Organisation of work of statutory auditors and audit firms - audit files

1544. Restrictions with regard to fees

1545. Restrictions with regard to fees exemption on exceptional basis

1546. Rotation of key audit partner in cases of public-interest entities

1547. Moratorium on taking up certain positions in audited undertakings or public-interest entities

1548. Rotation of statutory auditor and audit firms in case of public-interest entities - extension

1549. Rotation - reports by statutory auditor and audit firm in case of public-interest entities

1550. Provision of certain prohibited non-audit services by auditors of public-interest entities

CHAPTER 16

Audit committees

1551. Audit committees for public-interest entities

CHAPTER 17

Cooperation with other Member States

1552. Cooperation with other Member States

1553. Specific requirements with regard to cooperation

1554. Confidentiality of information

1555. Supplemental provisions in relation to section 1554

1556. Obligation to supply information required for certain purposes and saving concerning confidential information

1557. Obligation of Supervisory Authority or recognised accountancy body to gather information

1558. Application of section 1554 to certain information

1559. Requesting authority to be notified if its request not complied with

1560. Grounds for refusing request for information

1561. Use to which information may be put

1562. Counterpart authority to be notified of non-compliance with Audit Directive and Regulation (EU) No 537/2014

1563. Counterpart authority may be requested to carry out investigation

1564. Duty of Supervisory Authority or recognised accountancy body to take certain action

1565. Due consideration to be given to counterpart authority’s request for investigation

1566. Grounds for refusing request for investigation

CHAPTER 18

Mutual recognition of regulatory arrangements between Member States

1567. Mutual recognition of regulatory arrangements between Member States

CHAPTER 19

Transfer of audit working papers, etc., to third-country competent authorities

1568. Transfer of audit documentation to third-country competent authority

1569. Derogation from section 1568 in exceptional cases

1570. Particulars of working arrangements to be notified

1571. Joint inspections

CHAPTER 20

International aspects

1572. Approval of third-country auditor

CHAPTER 21

Registration and oversight of third-country auditors and third-country audit entities

1573. Registration of third-country auditors and third-country audit entities

1574. Exemption from quality assurance

1575. Removal of third-country auditor or third-country audit entity registered in accordance with section 1573 from public register

1576. Audit by non-registered auditor or audit entity - consequence

1577. Conditions for registration of third-country auditor or third-country audit entity

1578. Supervisory Authority may assess matter of equivalence for purposes of section 1577(2)(c)

1579. Certain fees chargeable by Supervisory Authority

1580. Exemptions in case of equivalence

1581. Investigations and sanctions

CHAPTER 22

Savings for disciplinary proceedings in being

1582. Savings for disciplinary proceedings in being - 2010 Audits Regulations

1583. Savings for disciplinary proceedings in being - 2016 Audits Regulations

1584. Savings for disciplinary proceedings in being - prescribed accountancy bodies

PART 28

SUSTAINABILITY REPORTING

CHAPTER 1

Preliminary and General

1585. Interpretation – Part 28

1586. Definition of "applicable company"

1587. Application of Part

1588. Non-application to certain financial products and undertakings

CHAPTER 2

Sustainability Reporting

1589. Key intangible resources

1590. Sustainability reporting

1591. Consultation with employees’ representatives

1592. Derogation from section 1590 for certain applicable companies

1593. Deemed compliance with section 327(3)(b)

1594. Exemption from section 1590 for certain subsidiaries

1595. Conditions to be met for exemption in section 1594

1596. Consolidated sustainability reporting

1597. Consultation with employees’ representatives

1598. Exemption from section 1596 for certain subsidiaries

1599. Conditions for exemption in section 1598

1600. Single electronic reporting format of directors’ report of applicable companies

1601. Documents to be annexed to annual return: applicable companies

CHAPTER 3

Sustainability Reporting Concerning Third-Country Undertakings

1602. Interpretation – Chapter 3

1603. Sustainability reporting for applicable subsidiaries and applicable branches

1604. Documents to be annexed to annual return: applicable subsidiaries

1605. Documents to be delivered to Registrar: applicable branches

1606. Responsibility for drawing-up, publishing and making accessible sustainability reports concerning third-country undertakings

1607. Transitional provisions

CHAPTER 4

Assurance of Sustainability Reporting

1608. Interpretation (Chapter 4)

1609. Appointment of statutory auditor for purposes of carrying out assurance of sustainability reporting

1610. Assurance standards to be applied

1611. Organisation of work of statutory auditors and audit firms when carrying out assurance of sustainability reporting

1612. Organisation of work of statutory auditors and audit firms - assurance files

1613. Assurance report on sustainability reporting

1614. Assurance of consolidated sustainability reporting

1615. Further responsibility of group auditor in relation to assurance of sustainability reporting

1616. Audit committees for public-interest entities – responsibilities in relation to assurance of sustainability reporting

1617. Resolution for accredited third party to prepare report on certain elements of sustainability reporting

1618. Prohibited non-audit services in case of assurance of sustainability reporting of public-interest entity

1619. Restrictions with regard to fees

1620. Confidentiality and professional secrecy

1621. Independence, objectivity and professional scepticism

1622. Irregularities

1623. Removal or resignation of statutory auditors from carrying out assurance of sustainability reporting

1624. Removal of statutory auditors from carrying out assurance of sustainability reporting of public-interest entities

1625. Notification to Supervisory Authority of certain matters regarding cessation of office

CHAPTER 5

Approval to carry out assurance of sustainability reporting

1626. Approval to carry out assurance of sustainability reporting

1627. Conditions for approval to carry out assurance of sustainability reporting as statutory auditor

1628. Appropriate qualification for purpose of section 1627(a)

1629. Aptitude test to be passed

1630. Scope of aptitude test

1631. Adequate standards to be applied in administration of aptitude test

1632. Conditions for approval to carry out assurance of sustainability reporting as a statutory audit firm

1633. Basis on which audit firms approved in other Member States may carry out assurance of sustainability reporting in State

1634. Restriction as to persons who may carry out assurance of sustainability reporting

1635. Transitional provisions relating to approval of certain statutory auditors

1636. Public register

1637. Notification of information to Registrar

1638. Continuing education

1639. Withdrawal of approval under this Part

CHAPTER 6

Approval and registration of third-country auditors for purposes of carrying out assurance of sustainability reporting

1640. Approval of third-country auditors to carry out assurance of sustainability reporting

1641. Registration of third-country audit firms and third-country audit entities for assurance of sustainability reporting

CHAPTER 7

Quality assurance and oversight of statutory auditors carrying out assurance of sustainability reporting

1642. System of quality assurance

1643. Organisation of quality assurance system

1644. Quality assurance review deemed to include individual auditors in certain cases

1645. Right of recognised accountancy body as regards professional discipline

1646. System of investigation and penalties

1647. Co-operation and mutual recognition of regulatory arrangements between Member States

1648. Transfer of assurance working papers etc. to third-country competent authorities

SCHEDULE 1

FORM OF CONSTITUTION OF PRIVATE COMPANY LIMITED BY SHARES

SCHEDULE 2

REPEALS AND REVOCATIONS

PART 1

ACTS OF THE OIREACHTAS REPEALED

PART 2

STATUTORY INSTRUMENTS REVOKED

SCHEDULE 3

ACCOUNTING PRINCIPLES, FORM AND CONTENT OF ENTITY FINANCIAL STATEMENTS

PART I

CONSTRUCTION OF REFERENCES TO PROVISIONS OF SCHEDULE

PART II

GENERAL RULES AND FORMATS

PART III

ACCOUNTING PRINCIPLES AND VALUATION RULES

PART IV

INFORMATION REQUIRED BY WAY OF NOTES TO FINANCIAL STATEMENTS

PART V

SPECIAL PROVISIONS WHERE A COMPANY IS A HOLDING COMPANY OR SUBSIDIARY UNDERTAKING

PART VI

INTERPRETATION OF CERTAIN EXPRESSIONS IN SCHEDULE

SCHEDULE 3A

ACCOUNTING PRINCIPLES, FORM AND CONTENT OF ENTITY FINANCIAL STATEMENTS OF A COMPANY QUALIFYING FOR THE SMALL COMPANIES REGIME

PART I

CONSTRUCTION OF REFERENCES TO PROVISIONS OF SCHEDULE

PART II

GENERAL RULES AND FORMATS

PART III

ACCOUNTING PRINCIPLES AND VALUATION RULES

PART IV

INFORMATION REQUIRED BY WAY OF NOTES TO FINANCIAL STATEMENTS

PART V

SPECIAL PROVISIONS WHERE A COMPANY IS A HOLDING COMPANY OR SUBSIDIARY UNDERTAKING

PART VI

INTERPRETATION OF CERTAIN EXPRESSIONS IN SCHEDULE

SCHEDULE 3B

ACCOUNTING PRINCIPLES, FORM AND CONTENT OF FINANCIAL STATEMENTS OF A COMPANY QUALIFYING FOR THE MICRO COMPANIES REGIME

PART I

CONSTRUCTION OF REFERENCES TO PROVISIONS OF SCHEDULE

PART II

GENERAL RULES AND FORMATS

PART III

ACCOUNTING PRINCIPLES AND VALUATION RULES

PART IV

INFORMATION REQUIRED BY WAY OF NOTES TO FINANCIAL STATEMENTS

PART V

INTERPRETATION OF CERTAIN EXPRESSIONS IN SCHEDULE

SCHEDULE 4

ACCOUNTING PRINCIPLES, FORM AND CONTENT OF GROUP FINANCIAL STATEMENTS

PART I

CONSTRUCTION OF REFERENCES TO PROVISIONS OF SCHEDULE

PART II

GENERAL RULES AND FORMATS

PART III

ACCOUNTING PRINCIPLES AND VALUATION RULES

PART IV

INFORMATION REQUIRED BY WAY OF NOTES TO GROUP FINANCIAL STATEMENTS

SCHEDULE 4A

ACCOUNTING PRINCIPLES, FORM AND CONTENT OF GROUP FINANCIAL STATEMENTS FOR COMPANIES SUBJECT TO THE SMALL COMPANIES REGIME

PART I

CONSTRUCTION OF REFERENCES TO PROVISIONS OF SCHEDULE

PART II

GENERAL RULES AND FORMATS

PART III

ACCOUNTING PRINCIPLES AND VALUATION RULES

PART IV

INFORMATION REQUIRED BY WAY OF NOTES TO GROUP FINANCIAL STATEMENTS

PART V

MISCELLANEOUS MATTERS

SCHEDULE 5

LIST OF COMPANIES FOR CERTAIN PURPOSES OF ACT (INCLUDING, IN PARTICULAR, SECTIONS 142, 350, 362 AND 510)

SCHEDULE 6

FURTHER SAVINGS AND TRANSITIONAL PROVISIONS

SCHEDULE 7

FORM OF CONSTITUTION OF DESIGNATED ACTIVITY COMPANY LIMITED BY SHARES

SCHEDULE 8

FORM OF CONSTITUTION OF DESIGNATED ACTIVITY COMPANY LIMITED BY GUARANTEE

SCHEDULE 9

FORM OF CONSTITUTION OF PUBLIC LIMITED COMPANY

SCHEDULE 10

FORM OF CONSTITUTION OF COMPANY LIMITED BY GUARANTEE

SCHEDULE 11

FORM OF CONSTITUTION OF PRIVATE UNLIMITED COMPANY HAVING A SHARE CAPITAL

SCHEDULE 12

FORM OF CONSTITUTION OF PUBLIC UNLIMITED COMPANY HAVING A SHARE CAPITAL

SCHEDULE 13

FORM OF CONSTITUTION OF PUBLIC UNLIMITED COMPANY NOT HAVING A SHARE CAPITAL

SCHEDULE 14

PROVISIONS APPLIED TO UNREGISTERED COMPANIES

SCHEDULE 15

REPEALS AND REVOCATION IN RELATION TO UNREGISTERED COMPANIES

PART 1

STATUTES REPEALED

PART 2

INSTRUMENTS OR CHARTERS REVOKED

SCHEDULE 16

FORM OF CONSTITUTION OF INVESTMENT COMPANY

SCHEDULE 17

CONDITIONS TO BE SATISFIED FOR APPLICATION OF SEGREGATED LIABILITY TO SUB-FUNDS OF INVESTMENT COMPANY TRADING BEFORE 30 JUNE 2005

SCHEDULE 18

TABLE OF ACTIVITIES RELEVANT TO THE DEFINITIONS OF "LOGGING UNDERTAKING" AND "MINING OR QUARRYING UNDERTAKING" IN SECTION 1449

SCHEDULE 19

STANDARDS RELATING TO TRAINING AND QUALIFICATIONS FOR APPROVAL OF INDIVIDUAL AS STATUTORY AUDITOR

SCHEDULE 20

INFORMATION REQUIRED, BY CHAPTER 5 OF PART 27, TO BE SUPPLIED AND ENTERED IN A PUBLIC REGISTER

SCHEDULE 21

SECTION 1110O

SCHEDULE 22

CORPORATE ENFORCEMENT AUTHORITY

SCHEDULE 23

STANDARDS RELATING TO TRAINING AND QUALIFICATIONS FOR APPROVAL TO CARRY OUT ASSURANCE OF SUSTAINABILITY REPORTING

SCHEDULE 24

ADDITIONAL INFORMATION REQUIRED TO BE SUPPLIED AND ENTERED IN PUBLIC REGISTER