Companies Act 2014
Number 38 of 2014
COMPANIES ACT 2014
REVISED
Updated to 3 December 2024
This Revised Act is an administrative consolidation of the Companies Act 2014. It is prepared by the Law Reform Commission in accordance with its function under the Law Reform Commission Act 1975 (3/1975) to keep the law under review and to undertake revision and consolidation of statute law.
All Acts up to and including the Family Courts Act 2024 (48/2024), enacted 13 November 2024, and all statutory instruments up to and including the Sea-Fisheries (Quotas) (Amendment) Regulations 2024 (S.I. No. 679 of 2024), made 4 December 2024, were considered in the preparation of this Revised Act.
Disclaimer: While every care has been taken in the preparation of this Revised Act, the Law Reform Commission can assume no responsibility for and give no guarantees, undertakings or warranties concerning the accuracy, completeness or up to date nature of the information provided and does not accept any liability whatsoever arising from any errors or omissions. Please notify any errors, omissions and comments by email to
revisedacts@lawreform.ie.
Number 38 of 2014
COMPANIES ACT 2014
REVISED
Updated to 3 December 2024
CONTENTS
Section
1. Short title and commencement
5. Savings and transitional provisions
8. Definitions of “holding company”, “wholly owned subsidiary” and “group of companies”
9. Act structured to facilitate its use in relation to most common type of company
10. Reference in Parts 2 to 14 to company to mean private company limited by shares
12A. Extension of interim period (Repealed)
13. Authentication of certain official documents
INCORPORATION AND REGISTRATION
16. Extension of transition period in the event of difficulties
Incorporation and consequential matters
17. Way of forming private company limited by shares
18. Company to carry on activity in the State and prohibition of certain activities
20. Restriction on amendment of constitution
21. Registration of constitution
22. Statement to be delivered with constitution
23. Additional statement to be furnished in certain circumstances
24. Declaration to be made to Registrar
26. Provisions as to names of companies
27. Trading under a misleading name
28. Reservation of a company name
29. Effect of reservation of name
32. Amendment of constitution by special resolution
34. Language of documents filed with Registrar
35. Authorisation of an electronic filing agent
36. Revocation of the authorisation of an electronic filing agent
37. Copies of constitution to be given to members
Corporate capacity and authority
38. Capacity of private company limited by shares
40. Persons authorised to bind company
Contracts and other transactions
43A. Execution of instruments during interim period
44. Power for company to have official seal for use abroad
45. Pre-incorporation contracts
46. Bills of exchange and promissory notes
47. Liability for use of incorrect company name
48. Authentication by company of documents
Company name, registered office and service of documents
49. Publication of name by company
50. Registered office of company
50A. Registrar may request evidence of situation of registered office
53. Enforcement of orders and judgments against companies and their officers
54. Interpretation (Chapter 6)
55. Status of existing private companies at end of transition period: general principle
57. Relief where company does not re-register as a designated activity company
58. Applicable laws during transition period
59. Adoption of new constitution by members
60. Preparation, registration, etc. of new constitution by directors
62. Relief for members and creditors
63. Procedure for re-registration as designated activity company under this Chapter
SHARE CAPITAL, SHARES AND CERTAIN OTHER INSTRUMENTS
Preliminary and interpretation
65. Powers to convert shares into stock, etc.
Offers of securities to the public
68. Limitation on offers of securities to the public
70. Supplemental and additional provisions as regards allotments
72. Restriction of section 71(5) in the case of mergers
73. Restriction of section 71(5) in the case of group reconstructions
74. Supplementary provisions in relation to sections 72 and 73
76. Treatment of premiums paid on shares issued before a certain date
78. Supplemental provisions in relation to calls
79. Further provisions about calls (different times and amounts of calls)
82. Financial assistance for acquisition of shares
83. Variation of company capital
84. Reduction in company capital
86. Registration of order and minute of reduction
87. Liability of members in respect of reduced calls
88. Variation of rights attached to special classes of shares
89. Rights of holders of special classes of shares
90. Registration of particulars of special rights
91. Variation of company capital on reorganisation
92. Notice to Registrar of certain alterations of share capital
93. Notice of increase of share capital
94. Transfer of shares and debentures
97. Transmission of shares in special circumstances (including cases of mergers)
100. Rectification of dealings in shares
101. Personation of shareholder: offence
Dematerialisation of applicable securities
101A. Interpretation and application
101B. Abolition of certificates in respect of applicable securities
101C. Transfer of applicable securities of company
101D. Disapplication of certain provisions to applicable securities
101E. Disapplication of requirement for certificate in respect of applicable securities
101F. Representation of applicable securities
102. Company acquiring its own shares, etc. — permissible circumstances and prohibitions
103. Supplemental provisions in relation to section 102
104. Shares of a company held by a nominee of a company
105. Acquisition of own shares
106. Supplemental provisions in relation to section 105
107. Assignment or release of company's right to purchase own shares
108. Power to redeem preference shares issued before 5 May 1959
110. Incidental payments with respect to acquisition of own shares
111. Effect of company's failure to redeem or purchase
112. Retention and inspection of documents
113. Membership of holding company
114. Holding by subsidiary of shares in its holding company
115. Civil liability for improper purchase in holding company
116. Return to be made to Registrar
117. Profits available for distribution
119. Distributions in kind: determination of amount
121. The relevant financial statements
122. Consequences of making unlawful distribution
123. Meaning of “distribution”, “capitalisation”, etc., and supplemental provisions
124. Procedures for declarations, payments, etc., of dividends and other things
125. Supplemental provisions in relation to section 124
127. Access to documents during business hours
130. Prohibition of body corporate or unincorporated body of persons being director
131. Prohibition of minor being director or secretary
133. Examination as to solvency status
134. Performance of acts by person in dual capacity as director and secretary not permitted
135. Validity of acts of director or secretary
136. Share qualifications of directors
137. Company to have director resident in an EEA state
138. Supplemental provisions concerning bond referred to in section 137(2)
139. Notification requirement as regards non-residency of director
141. Provisions for determining whether director resident in State
142. Limitation on number of directorships
143. Sanctions for contravention of section 142 and supplemental provisions
145. Appointment of directors to be voted on individually
147. Compensation for wrongful termination, other powers of removal not affected by section 146
149. Register of directors and secretaries
150. Supplemental provisions (including offences) in relation to section 149
151. Particulars to be shown on all business letters of company
153. Provisions as to assignment of office by directors
Service contracts and remuneration
154. Copies of directors' service contracts
155. Remuneration of directors
156. Prohibition of tax-free payments to directors
157. Sections 158 to 165 to apply save where constitution provides otherwise
158. General power of management and delegation
160. Meetings of directors and committees
162. Holding of any other office or place of profit under the company by director
163. Counting of director in quorum and voting at meeting at which director is appointed
164. Signing, drawing, etc., of negotiable instruments and receipts
166. Minutes of proceedings of directors
170. Trusts not to be entered on register of members
172. Consequences of failure to comply with requirements as to register owing to agent's default
173. Rectification of register
General meetings and resolutions
174A. General meetings during interim period (Repealed)
176. The location and means for holding general meetings
176A. Participation in general meetings by use of electronic communications technology
177. Extraordinary general meetings
178. Convening of extraordinary general meetings by members
179. Power of court to convene meeting
180. Persons entitled to notice of general meetings
181. Notice of general meetings
181A. Notice of rescheduled general meeting during interim period (Repealed)
185. Representation of bodies corporate at meetings of companies
186. The business of the annual general meeting
186A. Withdrawal or amendment of dividend resolutions (Repealed)
191. Resolutions — ordinary resolutions, special resolutions, etc., — meaning
192. Resolutions passed at adjourned meetings
193. Unanimous written resolutions
194. Majority written resolutions
195. Supplemental provisions in relation to section 194
195A. Voting on resolutions at general meeting during interim period (Repealed)
196. Single-member companies — absence of need to hold general meetings, etc.
197. Application of this Part to class meetings
199. Minutes of proceedings of meetings of a company
200. Interpretation (Chapter 7)
202. Summary Approval Procedure
206. Declaration to be made in the case of merger of company
207. Declaration to be made in the case of members' winding up of solvent company
208. Condition to be satisfied common to declarations referred to in section 204, 205 or 207
209. Condition to be satisfied in relation to declaration referred to in section 206
210. Civil sanctions where opinion as to solvency stated in declaration without reasonable grounds
212. Remedy in case of oppression
Form of registers, indices and minute books
213. Form of registers, minutes, etc.
214. Use of computers, etc., for certain company records
Inspection of registers, provision of copies of information in them and service of notices
216. Where registers and other documents to be kept, right to inspect them, etc.
218. Service of notices on members
DUTIES OF DIRECTORS AND OTHER OFFICERS
219. Interpretation and application (Part 5)
General duties of directors and secretaries and liabilities of them and other officers
224. Directors to have regard to interests of employees
225. Directors' compliance statement and related statement
227. Fiduciary duties of directors — provisions introductory to section 228
228. Statement of principal fiduciary duties of directors
229. Other interests of directors
230. Power of director to act in a professional capacity for company
231. Duty of director to disclose his or her interest in contracts made by company
232. Breaches of certain duties: liability to account and indemnify
233. Power of court to grant relief to officers of company
234. Anticipated claim: similar power of relief as under section 233
235. Any provision exempting officers of company from liability void (subject to exceptions)
Evidential provisions with respect to loans, other transactions, etc., between company and directors
236. Loans, etc., by company to directors: evidential provisions
238. Substantial transactions in respect of non-cash assets and involving directors, etc.
239. Prohibition of loans, etc., to directors and connected persons
240. Arrangements of certain value
241. Reduction in amount of company's relevant assets
242. Availability of Summary Approval Procedure to permit loans, etc.
246. Transaction or arrangement in breach of section 239 voidable at instance of company
247. Personal liability for company debts in certain cases
248. Offence for contravention of section 239
249. Contracts of employment of directors — control by members over guaranteed periods of employment
250. Anti-avoidance provision — section 249
254. “Existing legal obligation”— definition and other provisions in relation to sections 251 to 253
255. Contracts with sole members
Disclosure of interests in shares and debentures
256. Interpretation generally (Chapter 5)
257. “Disclosable interest”— meaning of that term
259. Circumstances in which person shall be regarded as having ceased to have disclosable interest
260. Interests that are not disclosable interests for the purposes of this Chapter
264. Application of sections 261 to 263 and exceptions to them
265. Mode of notification by directors and secretaries under this Chapter
266. Enforcement of notification obligation
267. Register of interests: contents and entries
268. Supplemental provisions in relation to section 267
269. Register of interests: removal of entries from it
271. Presumption that default permitted and certain defence
FINANCIAL STATEMENTS, ANNUAL RETURN AND AUDIT
272. What this Part contains and use of prefixes —“Companies Act” and “IFRS”
274. Interpretation (Part 6): provisions relating to financial statements
275. Interpretation (Part 6): other definitions and construction provisions
276. Construction of references to realised profits
277. Construction of references to exemption
277A. Certain companies may apply provisions of Act to certain earlier financial years
278. Accounting standards generally — power of Minister to specify
279. US accounting standards may, in limited cases, be availed of for particular transitional period
Qualification of company based on size of company
280A. Qualification of company as small company: general
280B. Qualification of company as small company: holding company
280D. Qualification of company as micro company
280F. Qualification of company as medium company: general
280G. Qualification of company as medium company: holding company
280H. Qualification of company as large company
280I. Treatment of qualifying conditions in respect of certain financial years
281. Obligation to keep adequate accounting records
282. Basic requirements for accounting records
283. Where accounting records are to be kept
284. Access to accounting records
285. Retention of accounting records
286. Accounting records: offences
Statutory financial statements
289. Statutory financial statements to give true and fair view
290. Obligation to prepare entity financial statements under relevant financial reporting framework
291. Companies Act entity financial statements
292. IFRS entity financial statements
293. Obligation to prepare group financial statements under relevant financial reporting framework
294. Companies Act group financial statements
295. IFRS group financial statements
296. Consistency of financial statements
Group financial statements: exemptions and exclusions
297. Exemption from consolidation: size of group (Repealed)
298. Application of section 297 in certain circumstances and cessation of exemption (Repealed)
302. Exemption from consolidation where IFRS so permits
303. Subsidiary undertakings included in the group financial statements
304. Treatment of entity profit and loss account where group financial statements prepared
Disclosure of directors' remuneration and transactions
305. Disclosure of directors' remuneration
305A. Payments to third parties for services of directors
306. Supplemental provisions in relation to section 305
309. Other arrangements and transactions in which the directors, etc., have material interest
Disclosure required in notes to financial statements of other matters
314. Information on related undertakings
315. Information on related undertakings: exemption from disclosures
317. Disclosures of particulars of staff
318. Details of authorised share capital, allotted share capital and movements
319. Financial assistance for purchase of own shares
320. Holding of own shares or shares in holding undertaking
321. Disclosure of accounting policies
322. Disclosure of remuneration for audit, audit-related and non-audit work
323. Information on arrangements not included in balance sheet
Approval of statutory financial statements
324. Approval and signing of statutory financial statements by board of directors
325. Obligation to prepare directors' report for every financial year
326. Directors' report: general matters
327. Directors' report: business review
328. Directors' report: acquisition or disposal of own shares
329. Directors' report: interests in shares and debentures
330. Directors' report: statement on relevant audit information
331. Directors' report: copy to be included of any notice issued under certain banking legislation
332. Approval and signing of directors' report
Obligation to have statutory financial statements audited
333. Statutory financial statements must be audited (unless audit exemption availed of)
334. Right of members to require audit despite audit exemption otherwise being available
335. Statement to be included in balance sheet if audit exemption availed of
336. Statutory auditors' report on statutory financial statements
337. Signature of statutory auditor's report
Publication of financial statements
338. Circulation of statutory financial statements
339. Right to demand copies of financial statements and reports
340. Requirements in relation to publication of financial statements
341. Financial statements and reports to be laid before company in general meeting
Annual return and documents annexed to it
343. Obligation to make annual return
344. Special provision for annual return delivered in a particular form (Repealed)
346. Alteration of annual return date
347. Documents to be annexed to annual return: all cases
348. Documents to be annexed to annual returns: certain cases
349. First annual return: exception from requirement to annex statutory financial statements
350. Qualification of company as small or medium company (Repealed)
351. Exemptions in respect of directors' report in the case of small and medium companies (Repealed)
352. Exemption from filing certain information for small and medium companies
353. Abridged financial statements for a small company
354. Abridged financial statements for a medium company (Repealed)
355. Approval and signing of abridged financial statements
356. Special report of the statutory auditors on abridged financial statements
358. Main conditions for audit exemption — non-group situation
359. Main conditions for audit exemption — group situation
361. Audit exemption not available where notice under section 334 served
363. Audit exemption (non-group situation) not available in certain cases
364. Audit exemption (group situation) not available in certain cases
Special audit exemption for dormant companies
365. Dormant company audit exemption
Revision of defective statutory financial statements
366. Voluntary revision of defective statutory financial statements
367. Content of revised financial statements or revised report
368. Approval and signature of revised financial statements
369. Approval and signature of revised directors' report
370. Statutory auditors' report on revised financial statements and revised report
371. Cases where company has availed itself of audit exemption
372. Statutory auditors' report on revised directors' report alone
374. Publication of revised financial statements and reports
375. Laying of revised financial statements or a revised report
376. Delivery of revised financial statements or a revised report
377. Small and medium companies
378. Application of this Chapter in cases where audit exemption available, etc.
Appointment of statutory auditors
381. Remuneration of statutory auditors
384. Appointment of statutory auditors by directors in other cases, etc.
385. Appointment of statutory auditors: failure to appoint
Rights, obligations and duties of statutory auditors
386. Right of access to accounting records
387. Right to information and explanations concerning company
388. Right to information and explanations concerning subsidiary undertakings
389. Offence to make false statements to statutory auditors
390. Obligation to act with professional integrity
391. Statutory auditors' report on statutory financial statements
392. Report to Registrar and to Director: accounting records
393. Report to Registrar and Director: category 1 and 2 offences
Removal and resignation of statutory auditors
394. Removal of statutory auditors: general meeting
395. Restrictions on removal of statutory auditor
396. Extended notice requirement in cases of certain appointments, removals, etc., of auditors
400. Resignation of statutory auditors: general
401. Resignation of statutory auditor: requisition of general meeting
403. Duty of auditor to notify Supervisory Authority regarding cessation of office
404. Duty of company to notify Supervisory Authority of auditor's cessation of office
405. Prohibition on acting in relation to audit while disqualification order in force
406. False statements in returns, financial statements, etc.
407. Transitional provision — companies accounting by reference to Sixth Schedule to Act of 1963
Registration of charges and priority
409. Registration of charges created by companies
411. Duty of company to register charges existing on property acquired
413. Registration and priority of judgment mortgages
415. Certificate of registration
416. Entries of satisfaction and release of property from charge
417. Extension of time for registration of charges and rectification of register
418. Copies of instruments creating charges to be kept
419. Registration of charges created prior to commencement of this Part
420. Transitional provisions in relation to priorities of charges
421. Netting of Financial Contracts Act 1995 not to affect registration requirements
422. Liability of trustees for debenture holders
424. Power to re-issue redeemed debentures
425. Saving of rights of certain mortgagees in case of re-issued debentures
426. Specific performance of contracts to subscribe for debentures
Prohibition on registration of certain matters affecting shareholders or debentureholders
427. Registration against company of certain matters prohibited
428. Appointment of receiver under powers contained in instrument: construction of such reference
429. Notification that receiver has been appointed
430. Information to be given when receiver is appointed in certain circumstance
431. Contents of statement to be submitted to receiver
432. Consequences of contravention of section 430(1)(b) or 431
433. Disqualification for appointment as receiver
436. Notice to Registrar of appointment of receiver, and of receiver ceasing to act
Powers and duties of receivers
439. Duty of receiver selling property to get best price reasonably obtainable, etc.
440. Preferential payments when receiver is appointed under floating charge
441. Delivery to Registrar of accounts of receivers
Regulation of receivers and enforcement of their duties
442. Enforcement of duty of receivers to make returns
443. Power of court to order the return of assets improperly transferred
443A. Remuneration of receivers
444. Power of court to fix remuneration of receiver
445. Court may end or limit receivership on application of liquidator
446. Director of Corporate Enforcement may request production of receiver's books
447. Prosecution of offences committed by officers and members of company
448. Reporting to Director of Corporate Enforcement of misconduct by receivers
REORGANISATIONS, ACQUISITIONS, MERGERS AND DIVISIONS
449. Interpretation (Chapter 1)
450. Scheme meetings — convening of such by directors and court's power to summon such meetings
451. Court's power to stay proceedings or restrain further proceedings
452. Information as to compromises or arrangements with members and creditors
454. Supplemental provisions in relation to section 453
455. Provisions to facilitate reconstruction and amalgamation of companies
456. Interpretation (Chapter 2)
458. Additional requirement to be satisfied, in certain cases, for right to buy out to apply
461. Interpretation (Chapter 3)
462. Requirements for Chapter to apply
463. Mergers to which Chapter applies — definitions and supplementary provision
464. Merger may not be put into effect save in accordance with the relevant provisions of this Act
465. Chapters 1 and 3: mutually exclusive modes of proceeding to achieve merger
466. Common draft terms of merger
467. Directors' explanatory report
469. Merger financial statement
470. Registration and publication of documents
473. General meetings of merging companies
474. Electronic means of making certain information available for purposes of section 473
475. Meetings of classes of shareholders
476. Purchase of minority shares
477. Application for confirmation of merger by court
479. Preservation of rights of holders of securities
481. Certain provisions not to apply where court so orders
482. Registration and publication of confirmation of merger
483. Civil liability of directors and experts
484. Criminal liability for untrue statements in merger documents
485. Interpretation (Chapter 4)
486. Requirements for Chapter to apply
487. Divisions to which this Chapter applies — definitions and supplementary provisions
488. Division may not be put into effect save under and in accordance with this Chapter
489. Chapters 1 and 4: mutually exclusive modes of proceeding to achieve division
490. Common draft terms of division
491. Directors' explanatory report
493. Division financial statement
494. Registration and publication of documents
496. General meetings of companies involved in a division
497. Electronic means of making certain information available for purposes of section 496
498. Meetings of classes of shareholder
499. Purchase of minority shares
500. Application for confirmation of division by court
501. Protection of creditors and allocation of liabilities
502. Preservation of rights of holders of securities
504. Certain provisions not to apply where court so orders
505. Registration and publication of confirmation of division
506. Civil liability of directors and experts
507. Criminal liability for untrue statements in division documents
509. Power of court to appoint examiner
511. Independent expert's report
513. Cases in which independent expert's report not available at required time: powers of court
514. Certain liabilities may not be certified under section 529(2)
516. Availability of independent expert's report
518. Duty to act in utmost good faith
519. Qualification of examiners
520. Effect of petition to appoint examiner on creditors and others
520A. Restrictions on certain contracts during examinership
521. Restriction on payment of pre-petition debts
522. Effect on receiver or provisional liquidator of order appointing examiner
523. Disapplication of section 440 to receivers in certain circumstances
526. Production of documents and evidence
527. No lien over company's books, records, etc.
529. Incurring of certain liabilities by examiner
530. Power to deal with charged property, etc.
531. Notification of appointment of examiner
532. General provisions as to examiners — resignation, filling of vacancy, etc.
533. Hearing regarding irregularities
536. Content of examiner's report
537. Repudiation of certain contracts
538. Appointment of creditors' committee
539. Proposals for compromise or scheme of arrangement
540. Consideration by members and creditors of proposals
541. Confirmation of proposals
542. Supplemental provisions in relation to section 541
543. Objection to confirmation by court of proposals
544. Provisions with respect to leases
Liability of third parties for debts of a company in examination
545. What this Chapter contains
547. Circumstances in relation to which subsequent provisions of this Chapter have effect
548. General rule: liability of third person not affected by compromise or scheme of arrangement
552. Cessation of protection of company and termination of appointment of examiner
554. Costs and remuneration of examiners
556. Hearing of proceedings otherwise than in public
557. Power of court to order the return of assets which have been improperly transferred
558. Reporting to Director of Corporate Enforcement of misconduct by examiners
RESCUE PROCESS FOR SMALL AND MICRO COMPANIES
558A. Interpretation (Part 10A)
558B. Requirements where eligible company wishes to avail of rescue plan
558C. Process adviser to determine whether eligible company has reasonable prospect of survival
558D. Process adviser to prepare report
Appointment of process adviser
558E. Resolution to appoint process adviser
558F. Process adviser’s duty to keep determination under section 558C under review
558G. Duties of directors of eligible company in relation to process adviser
558H. Process adviser’s duty to determine relevant court
558I. Process adviser’s duty to seek provision of email addresses
558J. Process adviser to give notice of appointment
558K. Process adviser to give notice to employees, creditors, etc.
558L. Notice to creditor where eligible company has excludable debt
558M. Relevant court’s powers where receiver or provisional liquidator previously appointed
558N. Relevant court’s power to stay proceedings or restrain further proceedings
558O. Requirements following giving of notice to creditor under section 558K
558P. Repudiation, affirmation and variation of certain contracts
558Q. Process adviser’s duty to prepare rescue plan
558R. Further provision with respect to leases
558S. Procedure where process adviser unable to prepare rescue plan
558T. Process adviser’s duty to call meeting of members and creditors
558U. Notice of meeting under section 558T
558V. Proceedings at meeting under section 558T
558X. Supplemental provisions in relation to section 558W
558Y. Consideration by members and creditors of rescue plan
558Z. Notification of approval of rescue plan
558ZA. Process adviser’s report
558ZB. Confirmation of rescue plan
558ZC. Objection to rescue plan
558ZD. Court hearing in case of objection
558ZE. Supplemental provisions in relation to section 558ZD and section 558ZZ
Liability of third parties for debts of company
558ZF. Definitions (Chapter 7) and savings
558ZG. Circumstances in relation to which subsequent provisions of Chapter have effect
558ZH. General rule: liability of third person not affected by rescue plan
558ZK. Conclusion of rescue period and termination of appointment of process adviser
558ZL. Power of relevant court to revoke rescue plan where fraud
558ZM. Power of relevant court to order the return of assets improperly transferred
558ZN. Director’s power to examine books and records
558ZO. Reporting to Director of Corporate Enforcement of misconduct by process advisers
558ZP. Offence of acting as process adviser when unqualified
558ZQ. Offence where director fails to disclose information or misleads process adviser
558ZR. Prosecution of officers and members of company
558ZS. Powers of process adviser
558ZT. Production of documents and evidence
558ZU. No lien over eligible company’s books, records, etc.
558ZV. Power to deal with charged property etc.
558ZW. Resignation of process adviser
558ZX. General provisions as to process advisers - resignation, filling of vacancy, etc.
Process adviser: remuneration, costs and expenses
558ZY. Process adviser: remuneration, costs and expenses
558ZZ. Application to relevant court for review of remuneration etc. of process adviser
558ZAA. Incurring of certain liabilities by process adviser
558ZAC. Effect on certain sections where application to relevant court
558ZAE. Hearing of proceedings other than in public
558ZAF. High Court’s power to remit proceedings to Circuit Court
558ZAG. Representation of bodies corporate at meetings held under this Part
558ZAJ. Regulations to remove difficulties
Preliminary and interpretation
561. Modes of winding up — general statement as to position under Act
562. Types of voluntary winding up — general statement as to position under Act
563. Provisions apply to either mode of winding up unless the contrary appears
564. Jurisdiction to wind up companies and rules of court
565. Powers of court cumulative
566. Court may have regard to wishes of creditors or contributories
567. Application of certain provisions to companies not in liquidation
569. Circumstances in which company may be wound up by the court
570. Circumstances in which company deemed to be unable to pay its debts
571. Provisions as to applications for winding up
572. Powers of court on hearing petition
573. Appointment of provisional liquidator
574. Power to stay or restrain proceedings against company
575. Appointment of liquidator by the court
576. Effect of winding-up order
577. Saving for rights of creditors and contributories
579. Procedure for and commencement of members' voluntary winding up
581. Publication of resolution to wind up voluntarily
582. Protections and remedies for creditors in cases where declaration of solvency made
583. Power of company to appoint liquidators
Creditors' voluntary winding up
586. Resolution for and commencement of creditors' voluntary winding up
588. Appointment of liquidator
589. Commencement of court ordered winding up
590. Commencement of voluntary winding up
591. Copy of order for winding up or appointment to be forwarded to Registrar
592. Notice by voluntary liquidator of his or her appointment
593. Statement of company's affairs
594. Supplemental provisions in relation to section 593
595. Notification that a company is in liquidation, etc.
Realisation of assets and related matters
596. Custody of company's property
597. Circumstances in which floating charge is invalid
598. Other circumstances in which floating charge is invalid
598A. Validity of floating charge in certain circumstances
599. Related company may be required to contribute to debts of company being wound up
600. Pooling of assets of related companies
601. Power of liquidator to accept shares as consideration for sale of property of company
602. Voidance of dispositions of property, etc. after commencement of winding up
603. Voidance of executions against property of company
604. Unfair preference: effect of winding up on antecedent and other transactions
605. Liabilities and rights of persons who have been unfairly preferred
607. Duties of sheriff as to goods taken in execution
608. Power of the court to order return of assets which have been improperly transferred
609. Personal liability of officers of company where adequate accounting records not kept
610. Civil liability for fraudulent or reckless trading of company
611. Supplemental provisions in relation to section 610
612. Power of court to assess damages against certain persons
613. Directors of holding company: power of court to assess damages against them
614. Vesting of property of company in liquidator
615. Disclaimer of onerous property in case of company being wound up
616. Rescission of certain contracts and provisions supplemental to section 615
617. Costs, etc. in winding up
618. Distribution of property of company
619. Application of bankruptcy rules in winding up of insolvent companies
620. Debts which may be proved
621. Preferential payments in a winding up
622. Supplemental provisions in relation to section 621
623. Unclaimed dividends and balances to be paid into a particular account
624. Duty of liquidator to administer, distribute, etc., property of company
625. How liquidator is to be described and validity of acts
626. Powers of provisional liquidators
628. Summoning general meetings of the company, etc.
629. Notice to be given with respect to exercise of powers, restrictions on self-dealing, etc.
630. Restrictions in creditors' voluntary winding up and procedures in case of certain defaults
631. Power to apply to court for determination of questions or concerning exercise of powers
632. No lien over company's books, records, etc.
633. Qualifications for appointment as liquidator or provisional liquidator — general
635. Specific disqualification from appointment as liquidator or provisional liquidator
636. Appointment and removal in a members' voluntary winding up
637. Appointment and removal in a creditors' voluntary winding up
638. Appointment and removal by the court
640. Position when there is more than one liquidator
641. Resignation of liquidator
642. Prohibition on rewards for appointment
643. Notifications and filings of appointments and removals
644. Custody of books and property upon vacation of office
645. Provisional liquidator's remuneration
646. Liquidator's remuneration — procedure for fixing liquidator's entitlement thereto
647. Liquidator's entitlement to receive payment where entitlement to remuneration exists
648. Supplemental provisions in relation to sections 646 and 647
649. Disclosure of interest by creditors etc. at creditors' meeting
650. Duty of liquidators to include certain information in returns, etc.
651. Penalty for default of liquidator in making certain accounts and returns
652. Enforcement of duty of liquidator to make returns
653. Director's power to examine books and records
654. Liability of contributory
655. Liability as contributories of past and present members
656. Settlement of list of contributories
658. Adjustment of rights of contributories
659. Payment of debts due by contributory to the company and extent to which set-off allowed
660. Order in relation to contributory to be conclusive evidence
661. Liability in case of death of contributory
662. Civil Liability Act 1961 not affected
663. Bankruptcy of contributory
664. Corporate insolvency of contributory
665. Winding up of company that had been an unlimited company before re-registration
666. Appointment of committee of inspection in court ordered winding up
667. Appointment of committee of inspection in a creditors' voluntary winding up
668. Constitution and proceedings of committee of inspection
669. Power to annul order for winding up or to stay winding up
670. Attendance of officers of company at meetings
671. Power of court to summon persons for examination
672. Order for payment or delivery of property against person examined under section 671
673. Delivery of property of company to liquidator
674. Power to exclude creditors not proving in time
675. Order for arrest and seizure, etc.
676. Provisions as to arrangement binding creditors
Provisions supplemental to conduct of winding up
677. Effect of winding up on business and status of company
678. Actions against company stayed on winding-up order
679. Director may direct convening of meetings
680. Duty of liquidator to call meeting at end of each year
681. Information about progress of liquidation
682. Liquidator to report on conduct of directors
684. Inspection of books by creditors and contributories
685. Resolutions passed at adjourned meetings of creditors and contributories
686. Books of company to be evidence in civil proceedings
687. Liquidator may have regard to wishes of creditors and contributories
688. Reporting to Director of misconduct by liquidators
General rules as to meetings of members, contributories and creditors of a company in liquidation
689. Meetings directed by the court
690. Provisions as to meetings of creditors, contributories and members generally
690A. Creditors’ meetings conducted by electronic means during interim period (Repealed)
691. Entitlement to attend and notice
696. Registration of resolutions of creditors, contributories and members
697. Proceedings at the meeting
698. Entitlement to vote of creditors
702. Supplemental provisions in relation to section 701: time for lodging proxies, etc.
703. Representation of bodies corporate at meetings held during winding up
704. Dissolution of company by court
705. Final meeting and dissolution in members' voluntary winding up
706. Final meeting and dissolution in creditors' voluntary winding up
707. Disposal of books and papers of company in winding up
708. Power of court to declare dissolution of company void
709. Disposal of documents filed with Registrar
Provisions related to the Insolvency Regulation
711. Publication in relation to insolvency proceedings
712. Confirmation of creditors' voluntary winding up
713. Provision of certain documents to liquidator
716. Offence for failure to make disclosure, or deliver certain things, to liquidator
717. Certain fraudulent acts within 12 months preceding winding up or any time thereafter: offences
721. Other frauds by officers of companies which have gone into liquidation: offence
722. Fraudulent trading of company: offence
723. Prosecution of offences committed by officers and members of company
724A. Interpretation (Part 12)
724B. Disclosure of Information by Registrar of Beneficial Ownership
725. When Registrar may strike company off register
726. Grounds for involuntary strike off
727. Registrar's notice to company of intention to strike it off register
728. Contents of Registrar's notice to company
730. Public notice of intention to strike company off register
731. Conditions for voluntary strike off
732. Public notice in case of voluntary strike off
733. Striking off (involuntary and voluntary cases) and dissolution
734. Effect of removal and dissolution
735. Power of Director to obtain information
Restoration of company to register
737. Restoration on application to Registrar
738. Restoration on application to court
739. Requirements for application to court under section 738
740. Terms of court order on application under section 738
741. Court order for restoration on application of Registrar
742. Supplementary court orders
744. Transitional provision for companies struck off register before commencement of this Chapter
745. Disclosure of information by Revenue Commissioners to Registrar
Investigations by court appointed inspectors
747. Investigation of company's affairs by court appointed inspectors on application of company etc.
748. Investigation of company's affairs by court appointed inspectors on application of Director
749. Court may give directions in relation to investigation
750. Power of inspector to expand investigation into affairs of related bodies corporate
751. Order for inspection of books or documents of company in liquidation
752. Expanded meaning of “officer” and “agent” for purposes of sections 753 to 757
753. Duty of company officer or agent to produce books or documents and give assistance
754. Inspector may require other persons to produce books or documents and give assistance
756. Power of inspector to examine officers, agents and others
757. Court may make order in relation to default in production of books or documents, etc.
758. Report of inspectors appointed under section 747(1) or 748(1)
759. Distribution of inspectors' report
760. Court may make order after considering inspectors' report
761. Director may present petition for winding up following consideration of report
762. Expenses of investigation by court appointed inspector
Investigations initiated by Director
763. Investigation of share dealing by inspector appointed by Director
764. Investigation of company ownership by inspector appointed by Director
765. Application of certain provisions to investigation of company ownership
766. Expenses of investigation of company ownership
767. Director's power to require information as to persons interested in shares or debentures
768. Director may impose restrictions on shares
769. Director may lift restrictions imposed on shares under section 768
770. Director shall give notice of direction
771. Court may lift restrictions imposed on shares under section 768
772. Court may order sale of shares
773. Costs of applicant for order for sale of shares
774. Proceeds of sale following court ordered sale of shares
775. Continuance of certain restrictions
776. Offences in relation to shares that are subject to restrictions
777. Application of sections 768 to 776 to debentures
778. Power of Director to require company to produce books or documents
779. When Director may exercise power to require company to produce books or documents
780. Power of Director to require third party to produce books or documents
782. Restriction on power of Director to require third party to produce certain books or documents
783. Court may order third party to comply with requirement to produce books or documents
784. Powers ancillary to power to require production of books or documents
785. Offences in relation to requirement to produce books or documents
786. Expenses relating to examination of books or documents
787. Entry and search of premises
788. Supplemental provisions in relation to section 787(3) to (5)
790. Restriction on disclosure of information, books or documents
791. Information, books or documents may be disclosed for certain purposes
792. Information, books or documents may be disclosed to competent authority
793. Offence of falsifying, concealing, destroying or otherwise disposing of document or record
793A. Offence of obstructing, interfering with or impeding officer of Authority
794. Production and inspection of books or documents when offence suspected
795. Saving for privileged information
796. Assistance to company law authority
Compliance and protective orders
797. Court may order compliance by company or officer
798. Court may restrain directors and others from removing assets
799. Interpretation (Chapter 2)
800. Court may make disclosure order
801. Types of disclosure order
802. Procedure on application for disclosure order
803. Scope of disclosure order
804. Interests in shares and debentures for purposes of section 803: general
805. Family and corporate interests
806. Share acquisition agreements — attribution of interests held by other parties
808. “Share acquisition agreement”— meaning
809. Supplemental power of court in relation to a share acquisition agreement
810. Court may grant exemption from requirements of disclosure order
811. Other powers of court in relation to disclosure orders
812. Notice of disclosure order
813. Information disclosed under order
814. Court may impose restrictions on publication of information provided
815. Right or interest in shares or debentures unenforceable by person in default
817. Dealing by agent in shares or debentures subject to disclosure order
Restrictions on directors of insolvent companies
818. Interpretation and application (Chapter 3)
820. Application for declaration of restriction
821. Liquidator shall inform court of jeopardy to other company or its creditors
822. Court may grant restricted person relief from restrictions
823. Register of restricted persons
824. Application of this Chapter to receivers
826. “Company that has a restricted person”— meaning of that expression in sections 827 to 834
827. Disapplication of certain provisions to company having a restricted person
829. Supplemental provisions in relation to section 828
830. Relief from liability under section 828
831. Offence for contravention of section 828
832. Allotment of share not fully paid up by company that has a restricted person
833. Allotment of share not fully paid for in cash by company that has a restricted person
834. Relief for company in respect of prohibited transaction
835. Power to vary amounts specified in section 819(3)
836. Personal liability for debts of company subject to restriction
837. Interpretation generally (Chapter 4)
838. Meaning of “disqualified” and “disqualification order”
839. Automatic disqualification on conviction of certain indictable offences
841. Default under section 23 or 150(2) by director disqualified under law of another state
842. Court may make disqualification order
843. Provisions relating to particular grounds for disqualification
844. Persons who may apply for disqualification order under section 842
845. Miscellaneous provisions relating to disqualification by court order
846. Costs and expenses of application
847. Court may grant relief to person subject to disqualification order
848. Disqualification of restricted person following subsequent winding up
Disqualification and restriction undertakings
854. Regulations for the purposes of sections 850 to 853
Enforcement in relation to disqualification and restriction
855. Offence of contravening disqualification order or restriction
857. Period of disqualification following conviction of offence under this Chapter
858. Company may recover consideration
859. Person acting while disqualified or restricted liable for debts of company
860. Person acting under directions of disqualified person liable for debts of company
861. Relief from liability under section 858, 859 or 860
862. Court may require director to give certain information
863. Information to be supplied to Registrar
864. Register of disqualified persons
Provisions relating to offences generally
866. District court district within which summary proceedings may be brought
867. Period within which summary proceedings may be commenced
868. Prosecution of companies on indictment
869. Offences by body committed with consent of its officer
871. Categories 1 to 4 offences — penalties
872. Court may order that convicted person remedy breach
873. Notice by Director to remedy default
874. Special provisions applying where default in delivery of documents to Registrar
Provision for enforcement of section 27(1) and additional general offences
875. Civil enforcement of prohibition on trading under misleading name
876. Offence of providing false information
877. Offence of destruction, mutilation or falsification of book or document
878. Offence of fraudulently parting with, altering or making omission in book or document
879. Proof of certificate as to overseas incorporation
880. Proof of incorporation under overseas legislation
881. Admissibility in evidence of certain matters
882. Provision of information to juries
885. Saving for privileged communications in context of requirements under section 724
886. Statutory declaration made in foreign place
FUNCTIONS OF REGISTRAR AND OF REGULATORY AND ADVISORY BODIES
887. Registration office, “register”, officers and CRO Gazette
888. Authentication of documents other than by signing or sealing them
888A. Cases in which director must supply certain data
888B. Information on composition of board of directors by reference to gender
890. Annual report by Registrar
890A. Collection of certain data by Registrar
891. Inspection and production of documents kept by Registrar
892. Admissibility of certified copy or extract
893. Certificate by Registrar admissible as evidence of facts stated
894. Disposal of documents filed with Registrar
895. Registrar may apply system of information classification
896. Delivery to Registrar of documents in legible form
897. Delivery of documents in electronic form may be made mandatory
898. Registrar's notice that document does not comply
899. Supplementary and clarificatory provisions for section 898
899A. Function imposed on Registrar under section 930D
Irish Auditing and Accounting Supervisory Authority
900. Interpretation (Chapter 2)
902. Membership of Supervisory Authority
903. Amendment to memorandum or articles
904. Objects of Supervisory Authority
905. Functions of Supervisory Authority
908. Supplementary provisions in relation to board of directors
909. Chief executive officer (including provision of transitional nature)
911. Annual programme of expenditure
912. Specification in annual programme of expenditure of amounts for reserve fund
915. Application of money received by Supervisory Authority
916. Supervisory Authority may levy prescribed accountancy bodies
917. Supervisory Authority may levy certain companies and other undertakings (Repealed)
918. Funding in respect of functions of Supervisory Authority under certain regulations
922. Employees (including provision of a transitional nature)
924. Effect of breach of director's obligations in relation to material interest
925. Employee's duty of disclosure
929. Accountability to Dáil Éireann
930. Recognition of body of accountants
930A. Designation of competent authority
930B. Annual audit programme and activity report
930C. Operation of certain provisions with regard to particular recognised accountancy bodies
930D. Conflicts of interest to be avoided
931. Provisions in relation to recognition by Supervisory Authority under section 930
931A. Investigation by disciplinary committees of prescribed accountancy bodies
931B. Provisions that apply when recognised accountancy body is not able to perform Part 27 function
932. Consultation by Supervisory Authority regarding standards and qualifications
933. Intervention in disciplinary process of prescribed accountancy bodies
933A. Resolution of suspected non-compliance by agreement - relevant body
934. Investigation of possible breaches of standards of prescribed accountancy bodies
934A. Supplemental provisions to section 934 - certain specified persons
934AA. Interim direction required to protect public
934B. Immediate action required to protect public
934D. Relevant circumstances to be considered in imposing relevant sanctions on specified person
934E. Resolution of suspected relevant contravention by agreement - specified person
934F. Publication of relevant sanction imposed on specified person, etc.
934G. Limitations on imposing monetary sanctions on specified person
934H. Specified person not to be liable to be penalised twice for same relevant contravention
934I. Reporting of relevant contraventions
935A. Interpretation of sections 935A to 935D and 941A (Repealed)
935B. Investigation of possible relevant contraventions (Repealed)
935C. Sanctions which Supervisory Authority or Director of Corporate Enforcement may impose(Repealed)
935D. Publication of relevant sanction imposed, etc (Repealed)
936. Review of members of recognised accountancy bodies (Repealed)
936A. Review of members of recognised accountancy bodies
936B. Review of members of recognised accountancy bodies
937. Delegation of Supervisory Authority's functions
938. Hearings, privileges and procedural rules
939. Supervisory Authority's seal and instruments
940. Confidentiality of information
941A. Application to court to confirm decision to impose relevant sanction (Repealed)
942. Liability of Supervisory Authority for acts, omissions, etc.
942A. Liability of prescribed body for acts, omissions etc.
943. Minister's power to make regulations for purposes of Chapter, etc.
944. Prior approval by Houses of Oireachtas required for certain regulations
Director of Corporate Enforcement
945. Director of Corporate Enforcement (Repealed)
946. Terms and conditions of appointment (Repealed)
947. Removal, cessation or disqualification of Director (Repealed)
948. Acting Director of Corporate Enforcement (Repealed)
949. Functions of Director (Repealed)
950. Superannuation (Repealed)
951. Secondment to Director's office of member of Garda Síochána (Repealed)
952. Delegation by Director (Repealed)
953. Liability of Director or officer for acts and omissions (Repealed)
954. Director's annual report (Repealed)
955. Director shall report as required (Repealed)
956. Confidentiality of information (Repealed)
957. Disclosure of information to Director (Repealed)
957A. Restriction of application of certain articles of Data Protection Regulation (Repealed)
957AA. Definitions (sections 957A to 957I) (Repealed)
957C. Sanctions which Director may impose on relevant director for certain conduct (Repealed)
957D. Relevant circumstances to be considered in imposing relevant sanctions on relevant director (Repealed)
957E. Resolution of suspected certain conduct by agreement - relevant director (Repealed)
957F. Publication of relevant sanction imposed on relevant director (Repealed)
957G. Limitations on imposing monetary sanctions on relevant director (Repealed)
957H. Relevant director not to be liable to be penalised twice for same conduct (Repealed)
957I. Appeals to and orders of court, including orders confirming decisions of Director (Repealed
Corporate Enforcement Authority
944A. Definitions (Chapter 3A)
944C. Establishment of Corporate Enforcement Authority
944E. Transfer of functions of Director to Authority
944G. Appointment of chairperson of Authority
944H. Resignation, removal, disqualification of Member
944J. Assignment and transfer of staff to Authority
944K. Staff of Authority, etc.
944L. Superannuation of Members
944M. Secondment to Authority of member of Garda Síochána
944N. Accountability of Authority to Committee of Public Accounts
944O. Accountability of Member to certain Oireachtas Committees
944P. Confidentiality of information
944Q. Disclosure of information to Authority
944R. Restriction of application of certain articles of Data Protection Regulation
944U. Strategy statement and work programme
944W. Liability of Authority for acts or omissions
944Y. Final annual report of Director
944Z. Definitions (sections 944Z to 944AH)
944AB. Sanctions which Authority may impose on relevant director for certain conduct
944AC. Relevant circumstances to be considered in imposing relevant sanctions on relevant director
944AD. Resolution of suspected certain conduct by agreement - relevant director
944AE. Publication of relevant sanction imposed on relevant director
944AF. Limitations on imposing monetary sanctions on relevant director
944AG. Relevant director not to be liable to be penalised twice for same conduct
944AH. Appeals to and orders of court, including orders confirming decisions of Authority
959. Functions of Review Group
960. Membership of Review Group
961. Meetings and business of Review Group
962. Annual report and provision of information to Minister
964. Application of Parts 1 to 14 to DACs
Incorporation and consequential matters
965. Way of forming a DAC and the 2 types of DAC
966. DAC to carry on activity in the State
967. The form of a DAC's constitution
968. Supplemental provisions in relation to constitution
969. Provisions as to names of DACs
970. Trading under a misleading name
973. Capacity not limited by a DAC's constitution
974. Alteration of objects clause by special resolution
975. Supplemental provisions in relation to section 974
976. Restriction of section 32(1) in relation to a DAC limited by guarantee
977. Alteration of articles by special resolution
978. Power to alter provisions in memorandum which could have been contained in articles
979. Status of existing guarantee company, having a share capital
981. Limitation on offers by DACs of securities to the public
982. Variation of rights attached to special classes of shares
983. Application of section 114 in relation to DACs
984. Uncertificated transfer of securities
Dematerialisation of applicable securities
984C. Abolition of certificates in respect of applicable securities
984D. Transfer of applicable securities of DAC
984E. Disapplication of certain provisions to applicable securities
984F. Disapplication of requirement for certificate in respect of applicable securities
984G. Representation of applicable securities
986. Limitation on number of directorships
987. Membership of DAC limited by guarantee confined to shareholders
988. DAC, with 2 or more members, may not dispense with holding a.g.m.
989. Application of section 193 in relation to a DAC
990. Application of section 194 in relation to a DAC
Financial statements, annual return and audit
991. Non-application of Part 6 to DACs that are credit institutions or insurance undertakings
993. Modification of definition of “IAS Regulation” in the Case of DACs
994. Application of sections 297, 350 and 362 to a DAC (Repealed)
995. Disclosures by DAC that is a credit institution
996. Exemption from filing with Registrar financial statements, etc.
Liability of contributories in winding up
998. Petitions for examinerships
998A. Application of Chapter 7 of Part 11 to DACs
Public offers of securities, prevention of market abuse, etc.
999. Application of Chapters 1, 2 and 4 of Part 23 to DACs
1000. Interpretation (Part 17)
1001. Investment company to be a PLC but non-application of this Part to that company type
1002. Application of Parts 1 to 14 to PLCs
1003. Societas Europaea to be regarded as PLC
Incorporation and consequential matters
1005. PLC to carry on activity in the State
1006. The form of a PLC's constitution
1008. Provisions as to names of PLCs
1009. Trading under a misleading name
1010. Restriction on commencement of business by a PLC
1012. Capacity not limited by a PLC's constitution
1013. Alteration of objects clause by special resolution
1014. Supplemental provisions in relation to section 1013
1015. Alteration of articles by special resolution
1016. Power to alter provisions in memorandum which could have been contained in articles
1017. Official seal for sealing securities
1020. Capacity to make public offers of securities
1021. Allotment of shares and other securities
1023. Interpretation and supplemental provisions in relation to section 1022
1024. Status of authority to allot shares conferred prior to company's re-registration as a PLC
1025. Subscription of share capital
1026. Payment for allotted shares
1027. Payment of non-cash consideration
1028. Expert's report on non-cash consideration before allotment of shares
1029. Supplemental provisions in relation to section 1028
1030. Expert's report: supplemental provisions in relation to section 1028
1034. Expert's report on non-cash assets acquired from subscribers, etc.
1035. Supplemental provisions in relation to section 1034
1037. Special provisions as to issue of shares to subscribers
1038. Enforceability of undertakings made in contravention of certain provisions of Chapter
1039. Adaptation of section 102(1) and (2) in relation to a PLC
1040. Treatment of own shares held by or on behalf of a PLC
1042. Charges taken by PLC on own shares
1043. Application of certain provisions of section 82(6) in relation to PLCs
1044. Variation of rights attached to special classes of shares
1045. Restriction on transfer of shares
Interests in shares: disclosure of individual and group acquisitions
1047. Interpretation and supplemental (Chapter 4)
1048. Duty of disclosure — first class of case in which duty arises
1050. Duty of disclosure — second class of case in which duty arises
1051. “Percentage level” in relation to notifiable interests
1052. The notifiable percentage
1053. Particulars to be contained in notification
1054. Notification of family and corporate interests
1055. “Share acquisition agreement”— meaning
1056. Duties of disclosure arising in consequence of section 1055
1057. Duty of persons acting together to keep each other informed
1058. Interest in shares by attribution
1059. Interest in shares that are notifiable interests for purposes of Chapter
1060. Enforcement of notification obligation
1061. Individual and group acquisitions register
1062. Company investigations concerning interests in shares
1063. Registration of interest disclosed under section 1062
1064. Company investigations on requisition by members
1065. Company reports on investigation
1066. Penalty for failure to provide information
1067. Removal of entries from register
1068. Entries, when not to be removed
1069. Where register to be kept, inspection of register, inspection of reports, etc.
1070. Duty of PLC to notify authorised market operator
Acquisition of own shares and certain acquisitions by subsidiaries
1071. Additional (general) provisions relating to acquisition by PLCs of own shares
1072. “Market purchase”, “overseas market purchase” and “off-market purchase”
1073. Authority for PLC's purchase of own shares
1074. Market purchase of own shares
1075. Off-market purchase of own shares
1076. Assignment or release of company's right to purchase own shares
1077. Relationship of certain acquisition provisions to those in PART 3
1078. Off-market re-allotment of treasury shares by PLC
1079. Return to be made to Registrar under section 116(1)
1080. Duty of PLC to publish particulars of overseas market purchase
1081. Duty of PLC to notify authorised market operator
1082. Restriction on distribution of assets
1083. Relevant financial statements in the case of distribution by PLC
1084. Limitation on reduction by a PLC of its company capital
1086. Power to make regulations for the transfer of securities
1087. Supplemental provisions in relation to section 1086
Uncertificated securities of relevant issuers
1087C. Written instrument of transfer
1087D. Alternative special majority for Schemes of Arrangement
1087E. Disapplication of additional requirement
1087F. Irrevocable power of attorney
1087G. Record date for participation and voting in general meeting
1087H. Definition of subsidiary
Dematerialisation of applicable securities
1087K. Abolition of certificates in respect of applicable securities
1087L. Transfer of applicable securities
1087M. Restrictions on transfer of applicable securities
1087N. Disapplication of certain provisions to applicable securities
1087O. Disapplication of requirement for certificate in respect of applicable securities
1087P. Representation of applicable securities
1088. Number of directors of a PLC
1089. PLC, with 2 or more members, may not dispense with holding of a.g.m.
1092. Remuneration of directors
1093. Application of section 193 in relation to PLC
1095. Attendance and voting at meetings
1098. Length of notice of general meetings to be given
1098A. Application of section 176A in relation to PLCs
1100. Equality of treatment of shareholders
1101. Requisitioning of general meeting by members — modification of section 178(3)
1102. Length of notice of general meetings to be given by traded PLC
1102A. Modification of application of section 325(1) to traded PLC
1103. Additional provisions concerning notice under section 181 by a traded PLC
1104. Right to put items on the agenda of the general meeting and to table draft resolutions
1105. Requirements for participation and voting in general meeting
1106. Participation in general meeting by electronic means
1108. Provisions concerning appointment of proxies
1109. Traded PLC may permit vote to be cast in advance by correspondence
Rights of shareholders
1110A. Interpretation, application and commencement (Chapter 8A)
1110B. Identification of shareholders
1110C. Transmission of information
1110D. Facilitation of exercise of shareholder rights
1110E. Non-discrimination, proportionality and transparency of costs
Transparency of institutional investors, asset managers and proxy advisors
1110F. Interpretation and application (Chapter 8B)
1110G. Engagement policy - institutional investors
1110H. Engagement policy - asset managers
1110I. Investment strategy of institutional investors and arrangements with asset managers
1110J. Transparency of asset managers
1110K. Transparency of proxy advisors
Remuneration policy, remuneration report and transparency and approval of related party transactions
1110L. Interpretation and application (Chapter 8C)
1110M. Right to vote on remuneration policy
1110O. Transparency and approval of related party transactions
Offences and penalties
Duties of directors and other officers
1111. Obligation to convene extraordinary general meeting in event of serious loss of capital
1112. Qualifications of secretary of a PLC
Financial statements, annual return and audit
1113. Voting by director in respect of certain matters: prohibition and exceptions thereto
1114. Non-application of Part 6 to PLCs that are credit institutions or insurance undertakings
1116. Modification of definition of “IAS Regulation” in the case PLCs
1116A. Modification of definition of “ineligible entities” in case of PLCs
1117. Obligation for a PLC's statutory financial statements to be audited
1118. Statutory auditors' report on revised financial statements and revised report
1120. Application of sections 310 to 313
1121. Provisions as to register of debenture holders
1122. Petitions for examinerships
1122A. Application of Chapter 7 of Part 11 to PLCs
1123. Acquisitions of uncertificated securities from dissenting shareholders
1124. Power of Registrar to strike PLC off register
1125. Reinstatement as PLC confined to company which had such status before dissolution
1127. Interpretation (Chapter 16)
1128. Requirement for Chapter to apply
1129. Mergers to which Chapter applies — definitions and supplementary provision
1130. Merger may not be put into effect save in accordance with this Chapter
1131. Common draft terms of merger
1132. Directors' explanatory report
1134. Merger financial statement
1135. Registration and publication of documents
1137. General meetings of merging companies
1138. Electronic means of making certain information available for purposes of section 1137
1139. Meetings of classes of shareholders
1140. Purchase of minority shares
1141. Application for confirmation of merger by court
1143. Preservation of rights of holders of securities
1145. Certain provisions not to apply where court so orders
1146. Registration and publication of confirmation of merger
1147. Civil liability of directors and experts
1148. Criminal liability for untrue statements in merger documents
1149. Interpretation (Chapter 17)
1150. Requirements for Chapter to apply
1151. Divisions to which this Chapter applies — definitions and supplementary provisions
1152. Division may not be put into effect save under and in accordance with this Chapter
1153. Common draft terms of division
1154. Directors' explanatory report
1156. Division financial statement
1157. Registration and publication of documents
1159. General meetings of companies involved in a division
1160. Electronic means of making certain information available for purposes of section 1159
1161. Meetings of classes of shareholders
1162. Purchase of minority shares
1163. Application for confirmation of division by court
1164. Protection of creditors and allocation of liabilities
1165. Preservation of rights of holders of securities
1167. Certain provisions not to apply where court so orders
1168. Registration and publication of confirmation of division
1169. Civil liability of directors and experts
1170. Criminal liability for untrue statements in division documents
Public offers of securities, prevention of market abuse, etc.
1171. Application of Chapters 1, 2 and 4 of Part 23 to PLCs
1173. Application of Parts 1 to 14 to CLGs
Incorporation and consequential matters
1175. CLG to carry on activity in the State
1176. The form of a CLG's constitution
1178. Provisions as to names of CLGs
1179. Trading under a misleading name
1181. Prohibition on certain provisions in constitution, etc. and issuing of shares
1183. Capacity not limited by a CLG's constitution
1184. Alteration of objects clause by special resolution
1185. Supplemental provisions in relation to section 1184
1186. Restriction of section 32(1) in relation to CLGs
1187. Alteration of articles by special resolution
1188. Power to alter provisions in memorandum which could have been contained in articles
1189. Status of existing guarantee company
1190. Transitional provision — use of “limited” or “teoranta” by existing guarantee company
1191. Limitation on offers by CLGs of securities to the public
1192. Application of section 114 in relation to CLGs
1193. Uncertificated transfer of securities
1193A. Application of Chapter 3A of Part 16 to CLGs
1195. Limitation on number of directorships
1197. Remunerat1ion of directors
1200. Personation of member: offence
1202. CLG, with 2 or more members, may not dispense with holding of a.g.m.
1203. Convening of extraordinary general meeting on requisition
1204. Persons entitled to notice of general meetings
1204A. Disapplication of section 181(5)(d) in respect of certain CLGs
1208. Application of section 193 in relation to a CLG
1209. Application of section 198 in relation to a CLG
1210. Application of Chapter 5 of Part 5 to a CLG
Financial statements, annual return and audit
1211. Non-application of Part 6 to CLGs that are credit institutions or insurance undertakings
1213. Modification of definition of “IAS Regulation” in the case of CLGs
1214. Application of section 297 to a CLG (Repealed)
1215. Disclosures by CLG that is credit institution
1216. Disclosure of membership changes in CLG's financial statements
1217. Disapplication of sections 325(1)(c) and 329 to a CLG
1218. Application of sections 334, 350 and 362 to a CLG
1219. Qualification of section 338 in the case of a CLG
1220. Exemption from filing with Registrar financial statements, etc.
1221. Application of section 392 to a CLG
1222. Application of section 393 to a CLG
Liability of contributories in winding up
1224. Petitions for examinerships
1225. Application of section 747(2) to CLGs
Public offers of securities, prevention of market abuse, etc.
1226. Application of Chapters 1, 2 and 4 of Part 23 to CLGs
1227. Interpretation (Part 19)
1228. Three types of unlimited company and uniform words to be affixed to name
1229. References to unlimited company to mean ULC, PUC or PULC
1230. Application of Parts 1 to 14 to unlimited companies
Incorporation and consequential matters
1231. Way of forming an unlimited company
1232. Unlimited company to carry on activity in the State
1233. The form of the constitution of an ULC or PUC
1234. The form of the constitution of a PULC
1237. Provisions as to names of unlimited companies
1238. Trading under a misleading name
1239. Capacity of an unlimited company
1240. Capacity not limited by the constitution of an unlimited company
1241. Alteration of objects clause by special resolution
1242. Supplemental provisions in relation to section 1241
1243. Application of section 1018 to PUCs and PULCs
1244. Alteration of articles by special resolution
1245. Power to alter provisions in memorandum which could have been contained in articles
1246. Status of existing unlimited company
1248. Application of section 68 to PUCs and PULCs
1249. Authority to allot and pre-emption rights in the case of a PUC
1250. Variation of rights attached to special classes of shares
1251. Variation of company capital
1252. Reduction of company capital
1253. Application of section 94 to ULCs and PUCs
1254. Application of section 114 in relation to PULCs
1255. Making of distributions unrestricted in the case of unlimited companies
1256. Uncertificated transfer of securities
1258. Limitation on number of directorships
1260. Personation of member: offence
1262. Unlimited company, with 2 or more members, may not dispense with holding of a.g.m.
1263. Application of section 193 in relation to an unlimited company
1263A. Application of Chapter 3A of Part 16 to PUCs and PULCs
Financial statements, annual return and audit
1267. Modification of definition of “IAS regulation” in the case of PUCs and PULCs
1267A. Modification of definition of “ineligible entities” in case of PUCs and PULCs
1268. Application of section 297 to a PULC (Repealed)
1269. Disclosures by unlimited company that is a credit institution
1270. Disclosure of membership changes in PULC’s financial statements
1271. Disapplication of sections 325(1)(c) and 329 to a PULC
1273. Qualification of section 338 in the case of a PULC
1274A. Non application of Part 26 to certain ULCs
1275. Application of section 392 to a PULC
1276. Application of section 393 to a PULC
1277. Documents to be annexed to annual return of non-designated ULC
1278. Liability as contributories of past and present members
1280. Petitions for examinerships
1280A. Application of Chapter 7 of Part 11 to unlimited companies
1281. Application of section 747(2) to PUCs and PULCs
Public offers of securities, market abuse, etc.
1282. Application of Chapters 1, 2 and 4 of Part 23 to PUCs and PULCs
1283. Interpretation (Part 20)
General provisions as to re-registration
1284. Company may re-register as another company type
1285. Procedure generally for re-registration
1288. Re-registration upon reduction of company capital of a PLC
Special requirements for re-registration
1289. What this Chapter does and references to relevant Chapter 2 requirements
1290. Particular requirements for re-registration as a private company limited by shares
1291. Particular requirements for re-registration of company as a PLC
1292. Requirements as to share capital of a company applying to re-register as a PLC
1295. Power of unlimited company to provide for reserve share capital on re-registration
1296. Particular requirements for re-registration of limited company as unlimited
1297. Particular requirements for re-registration of company as a CLG
1298. Particular requirements for re-registration of company as a DAC limited by shares
1299. Particular requirements for re-registration of company as a DAC limited by guarantee
1300. Interpretation (Part 21)
1301. Application to external companies of certain provisions of Parts 1 to 14
Filing obligations of external companies
1302. Filing obligations of EEA company
1303. Accounting documents to be filed by EEA company
1304. Filing obligations of non-EEA company
1305. Accounting documents to be filed by non-EEA company
1306. Return of capital by non-EEA company
Disclosure in certain business documents and translation of documents
1307. Disclosure on letters and order forms
1308. Notice of delivery to be published in CRO Gazette
1309. Translation of documents
1311. Duty of securing compliance with this Part
UNREGISTERED COMPANIES AND JOINT STOCK COMPANIES
Application of Act to unregistered companies
1312. Application of certain provisions of Act to unregistered companies
1313. Minister's power to make regulations in relation to Schedule 14
Registration of certain bodies (other than joint stock companies) as companies
1315. Registration as a company of body to which section 1312(1) applies
1316. Requirements for registration under this Chapter as company
1317. Particular requirements for registration of body corporate as a PLC
1318. Requirements as to share capital of body corporate applying to register as a PLC
1321. Regulations for special cases
1322. Change of name for purposes of registration
1323. Registration and its effects
1324. Supplemental provisions in relation to section 1323
Winding up of unregistered company
1326. Chapter 3 — construction of expression “unregistered company”
1327. Restriction of this Chapter
1328. Winding up of unregistered companies
1329. Cases in which unregistered company shall be deemed to be unable to pay its debts
1330. Contributories in winding up of unregistered company
1331. Power of court to stay or restrain proceedings
1332. Actions stayed on winding-up order
1333. Provisions of this Chapter to be cumulative
1334. Application of Act to companies registered but not formed under former Companies Acts
1336. Provisions as to companies registered under Joint Stock Companies Acts
Registration of joint stock companies under this Act
1337. Interpretation (Chapter 5)
1338. Companies capable of being registered
1339. Requirements for registration of joint stock companies
1340. Verifications of lists of members and directors of company for purposes of registration
1341. Registrar may require evidence as to nature of company
1342. Addition of “limited” or “teoranta”, etc. to name
1343. Certificate of registration of existing company
1344. Effects of registration under this Chapter
1345. Power to substitute memorandum and articles for deed of settlement
1346. Power of court to stay or restrain proceedings
1347. Actions stayed on winding-up order
1348. Interpretation (Chapter 1)
1349. Civil liability for misstatements in prospectus
1350. Exceptions and exemptions
1351. Restriction of liability where non-equity securities solely involved
1352. Indemnification of certain persons
1353. Expert's consent to issue of prospectus containing statement by him or her
1355. Saver for existing Prospectus Regulations
1356. Penalties on conviction on indictment and defences in respect of certain offences
1357. Untrue statements and omissions in prospectus: criminal liability
1359. Supplemental provisions in relation to section 1358
1360. Further supplemental provisions in relation to section 1358: effect of irregular allotment
1362. Exclusion of Investment Intermediaries Act 1995
1363. Power to make certain rules and issue guidelines
1365. Interpretation (Chapter 2)
1366. Regulations (Chapter 2) (repealed)
1367. Saver for existing Market Abuse Regulations (repealed)
1368. Conviction on indictment of offences under Irish market abuse law: penalties
1369. Civil liability for certain breaches of Irish market abuse law
1370. Supplementary rules, etc., by competent authority
1371. Application of Irish market abuse law to certain markets
1373. Corporate governance statement in the case of a traded company
1374. Application of section 225 to a traded company
1375. Application of sections 279 and 280 to a traded company excluded
1376. Application of sections 290(7)(b), 293 and 362 to a traded company
1377. Certain exemptions from consolidation of financial statements not available to traded company
1378. DAC or CLG that is a traded company may not file abridged financial statements
Transparency requirements regarding issuers of securities admitted to trading on certain markets
1379. Interpretation (Chapter 4)
1380. Power to make certain regulations (Chapter 4)
1381. Saver for existing Transparency Regulations
1382. Conviction on indictment of offences under transparency (regulated markets) law
1383. Supplementary rules, etc. by competent authority
1384. Application of transparency (regulated markets) law to certain markets
Application of section 393 to a company to which Part 23 applies
1384A. Application of section 393 to a company to which Part 23 applies
Preliminary and interpretation
1385. Interpretation (Part 24)
1387. Application of Parts 1 to 14 to investment companies
1388. Application of Part 17 to investment companies
1389. Adaptation of certain provisions of UCITS Regulations
Incorporation and registration
1390. Way of forming an investment company
1391. Investment company to carry on activity in the State
1392. The form of an investment company's constitution
1394. Status of existing investment company
1395. Authorisation by Central Bank
1397. Default of investment company or failure in performance of its investments
1398. Power of company to purchase own shares
1399. Treatment of purchased shares
1400. Statutory financial statements
1400A. Modification of definition of “ineligible entities” in case of investment companies
1401A. Filing of financial statements by investment company
1402. Circumstances in which company may be wound up by the court
1403. Restoration by the court
Public offers of securities, prevention of market abuse, etc.
1404. Application of Chapters 1, 2 and 4 of Part 23 to investment companies
1405. Segregated liability of investment company sub-funds
1407. Further matters respecting an umbrella fund to which section 1405(1) applies
1409. “Registration documents”— meaning
1410. Continuation of foreign investment company
1411. Supplemental provisions in relation to section 1410
1412. Definitions for the purposes of de-registration provisions contained in sections 1413 and 1414
1413. De-registration of companies when continued under the law of place outside the State
1414. Supplemental provisions in relation to section 1413
1415. Statutory declaration as to solvency
1416. Preliminary and interpretation (Chapter 1)
1417. Recognition of winding up orders of non-European Union states and Denmark
1418. Purpose of sections 1419 to 1428
1419. Registration of judgments given in insolvency proceedings
1420. Publication in relation to insolvency proceedings outside State
1421. Registration of insolvency judgments
1422. Enforcement in State of insolvency judgments
1423. Interest on insolvency judgments and payment of costs
1424. Currency of payments under enforceable insolvency judgments
1427. Language of claims in relation to insolvency proceedings outside State
1428. Non-recognition or non-enforcement of judgments
Provisions concerning bank recovery and resolution
1428A. Priority of payments in a winding up
Other miscellaneous provisions
1429. Deemed consent to disclosure with respect to interest in shares or debentures acquired
1430. Extension of Chapter 1 of Part 9 to any company liable to be wound up
1431. Application of sections 113 to 115 to bodies corporate generally
1432. Saving for enactments providing for winding up under certain former Companies Acts
1433. Application of section 405 to every type of company and society
1434. Restriction of section 58 of the Solicitors Act 1954
1435. Prohibition of partnerships with more than 20 members
1436. Prohibition of banking partnership with more than 10 members
1438. Audit by Comptroller and Auditor General of companies not trading for gain
1439. Application of sections 1402 and 1403 to companies that are UCITS
1440. Relationship between Chapters 1 and 2 of Part 9 and Irish Takeover Panel Act 1997
1441. Eligibility to act as public auditor (Repealed)
1442. Certain captive insurers and re-insurers: exemption from requirement to have audit committee
1443. Assurance company holding shares in its holding company
1444. Realised profits of assurance companies
1445. Amendment of section 30 of Multi-Unit Developments Act 2011
1446. Provision as to names of companies formed pursuant to statute
1447. Disapplication of section 7 of Official Languages Act 2003
1448. Provision in respect of certain discretion afforded by Commission Decision 2011/30/ EU (Repealed)
Obligation to prepare payment reports
1450. Obligation to prepare entity report on payments to governments
1451. Obligation to prepare a consolidated payment report
1452. Content of entity payment report
1453. Content of consolidated payment report
Payment reports: Exemptions and exclusions
1455. Exemption from preparation where company is subject to equivalent reporting requirements
1457. Certain undertakings exempt from inclusion in a consolidated payment report
Approval and signing of payment reports
1458. Approval and signing of entity payment reports and consolidated payment reports
Publication of payment reports
1459. Delivery of copy of entity payment reports and consolidated payment reports to Registrar
Preliminary and Interpretation
1461. Interpretation (Part 27 and Schedules 19 and 20)
Approval of statutory auditors and audit firms
1464. Applications for approval, general principle as to good repute, etc.
1465. Basis on which audit firms approved in other Member States may carry out audits in State
1466. Restriction as to persons who may carry out statutory audits
1467. Restriction on acting as statutory auditor
1468. Restriction on acting as statutory audit firm
1469. Offence for contravening section 1466, 1467, or 1468
1470. Conditions for approval as statutory auditor
1472. Appropriate qualification for purpose of section 1470(a)
1473. Conditions for approval as statutory audit firm
1475. Evidence in prosecutions under section 1474
1476. Aptitude test to be passed
1478. Adequate standards to be applied in administration of aptitude test
1479. Grounds for mandatory withdrawal of approval in case of statutory auditor
1480. Grounds for mandatory withdrawal in case of statutory audit firm
1481. Appeals against withdrawal of approval
1482. Certain persons to be notified of withdrawal of approval
1483. Other persons to be notified of withdrawal of approval
1485. Notification of information to Registrar
1486. Prohibition on certain acts unless registered
1487. Obligation of statutory auditor or audit firm to notify certain information
Standards for statutory auditors
1491. Independence, objectivity and professional scepticism
1492. Standards for purposes of sections 1489 to 1491
1493. Arrangements for enforcement of standards
1495. System of quality assurance to be put in place
1496. Organisation of quality assurance system
1497. Quality assurance review deemed to include individual auditors in certain cases
1498. Right of recognised accountancy body as regards professional discipline
1499. System of investigation and penalties
1501. Duty of each recognised accountancy body with regard to sanctions
1502. Scope of penalties and publicity in relation to their imposition
1505. Appeal against relevant decision
1506. Sanctions which Supervisory Authority may impose on specified person
1507. Relevant circumstances to be considered in imposing relevant sanctions on specified person
1508. Publication of relevant sanction imposed on specified person, etc.
1509. Limitations on imposing monetary sanctions on specified person
1510. Specified person not to be liable to be penalised twice for same relevant contravention
Appointment of statutory auditors or audit firms
1512. Prohibition of contractual clauses restricting choice of auditors
1513. Selection procedures for statutory auditors or audit firms by public-interest entities
1516. Directors’ report to include date of last appointment of statutory auditor or audit firm
Confidentiality and professional secrecy
1517. Rules of confidentiality to apply
1518. Supplemental provisions in relation to section 1517
1520. Rules of confidentiality in relation to entities in third countries
1521. Incoming statutory auditor or audit firm to be afforded access to information
1522. Access by recognised accountancy body to audit documents
1525. No liability for acts done in compliance with obligations imposed by relevant provisions
Auditing standards and audit reporting
1526. Auditing standards to be applied
1527. Audit of group accounts - responsibility of group auditor
1528. Further responsibility of group auditor
1529. Additional report to audit committee
1530. Auditors’ reporting obligations under Article 12 of Regulation (EU) No 537/2014
1533. Requirement for independence - general
1535. Prohibited relationships - specific provisions to secure independence
1536. Prohibited relationships - financial or beneficial interest
1537. Prohibited relationships - mergers and acquisitions
1538. Threats to independence and other information to be recorded
1539. Preparation for statutory audit and assessment of threats to independence
1540. Non-intervention by certain persons in execution of audit
1541. Internal organisation of statutory auditors and audit firms
1542. Organisation of work of statutory auditors and audit firms
1543. Organisation of work of statutory auditors and audit firms - audit files
1544. Restrictions with regard to fees
1545. Restrictions with regard to fees exemption on exceptional basis
1546. Rotation of key audit partner in cases of public-interest entities
1547. Moratorium on taking up certain positions in audited undertakings or public-interest entities
1548. Rotation of statutory auditor and audit firms in case of public-interest entities - extension
1549. Rotation - reports by statutory auditor and audit firm in case of public-interest entities
1550. Provision of certain prohibited non-audit services by auditors of public-interest entities
1551. Audit committees for public-interest entities
Cooperation with other Member States
1552. Cooperation with other Member States
1553. Specific requirements with regard to cooperation
1554. Confidentiality of information
1555. Supplemental provisions in relation to section 1554
1557. Obligation of Supervisory Authority or recognised accountancy body to gather information
1558. Application of section 1554 to certain information
1559. Requesting authority to be notified if its request not complied with
1560. Grounds for refusing request for information
1561. Use to which information may be put
1563. Counterpart authority may be requested to carry out investigation
1564. Duty of Supervisory Authority or recognised accountancy body to take certain action
1565. Due consideration to be given to counterpart authority’s request for investigation
1566. Grounds for refusing request for investigation
Mutual recognition of regulatory arrangements between Member States
1567. Mutual recognition of regulatory arrangements between Member States
Transfer of audit working papers, etc., to third-country competent authorities
1568. Transfer of audit documentation to third-country competent authority
1569. Derogation from section 1568 in exceptional cases
1570. Particulars of working arrangements to be notified
1572. Approval of third-country auditor
Registration and oversight of third-country auditors and third-country audit entities
1573. Registration of third-country auditors and third-country audit entities
1574. Exemption from quality assurance
1576. Audit by non-registered auditor or audit entity - consequence
1577. Conditions for registration of third-country auditor or third-country audit entity
1578. Supervisory Authority may assess matter of equivalence for purposes of section 1577(2)(c)
1579. Certain fees chargeable by Supervisory Authority
1580. Exemptions in case of equivalence
1581. Investigations and sanctions
Savings for disciplinary proceedings in being
1582. Savings for disciplinary proceedings in being - 2010 Audits Regulations
1583. Savings for disciplinary proceedings in being - 2016 Audits Regulations
1584. Savings for disciplinary proceedings in being - prescribed accountancy bodies
1585. Interpretation – Part 28
1586. Definition of "applicable company"
1588. Non-application to certain financial products and undertakings
1589. Key intangible resources
1590. Sustainability reporting
1591. Consultation with employees’ representatives
1592. Derogation from section 1590 for certain applicable companies
1593. Deemed compliance with section 327(3)(b)
1594. Exemption from section 1590 for certain subsidiaries
1595. Conditions to be met for exemption in section 1594
1596. Consolidated sustainability reporting
1597. Consultation with employees’ representatives
1598. Exemption from section 1596 for certain subsidiaries
1599. Conditions for exemption in section 1598
1600. Single electronic reporting format of directors’ report of applicable companies
1601. Documents to be annexed to annual return: applicable companies
Sustainability Reporting Concerning Third-Country Undertakings
1602. Interpretation – Chapter 3
1603. Sustainability reporting for applicable subsidiaries and applicable branches
1604. Documents to be annexed to annual return: applicable subsidiaries
1605. Documents to be delivered to Registrar: applicable branches
Assurance of Sustainability Reporting
1608. Interpretation (Chapter 4)
1610. Assurance standards to be applied
1612. Organisation of work of statutory auditors and audit firms - assurance files
1613. Assurance report on sustainability reporting
1614. Assurance of consolidated sustainability reporting
1615. Further responsibility of group auditor in relation to assurance of sustainability reporting
1619. Restrictions with regard to fees
1620. Confidentiality and professional secrecy
1621. Independence, objectivity and professional scepticism
1625. Notification to Supervisory Authority of certain matters regarding cessation of office
Approval to carry out assurance of sustainability reporting
1626. Approval to carry out assurance of sustainability reporting
1628. Appropriate qualification for purpose of section 1627(a)
1629. Aptitude test to be passed
1631. Adequate standards to be applied in administration of aptitude test
1634. Restriction as to persons who may carry out assurance of sustainability reporting
1635. Transitional provisions relating to approval of certain statutory auditors
1637. Notification of information to Registrar
1639. Withdrawal of approval under this Part
1640. Approval of third-country auditors to carry out assurance of sustainability reporting
1642. System of quality assurance
1643. Organisation of quality assurance system
1644. Quality assurance review deemed to include individual auditors in certain cases
1645. Right of recognised accountancy body as regards professional discipline
1646. System of investigation and penalties
1647. Co-operation and mutual recognition of regulatory arrangements between Member States
1648. Transfer of assurance working papers etc. to third-country competent authorities
FORM OF CONSTITUTION OF PRIVATE COMPANY LIMITED BY SHARES
ACTS OF THE OIREACHTAS REPEALED
ACCOUNTING PRINCIPLES, FORM AND CONTENT OF ENTITY FINANCIAL STATEMENTS
CONSTRUCTION OF REFERENCES TO PROVISIONS OF SCHEDULE
ACCOUNTING PRINCIPLES AND VALUATION RULES
INFORMATION REQUIRED BY WAY OF NOTES TO FINANCIAL STATEMENTS
SPECIAL PROVISIONS WHERE A COMPANY IS A HOLDING COMPANY OR SUBSIDIARY UNDERTAKING
INTERPRETATION OF CERTAIN EXPRESSIONS IN SCHEDULE
CONSTRUCTION OF REFERENCES TO PROVISIONS OF SCHEDULE
ACCOUNTING PRINCIPLES AND VALUATION RULES
INFORMATION REQUIRED BY WAY OF NOTES TO FINANCIAL STATEMENTS
SPECIAL PROVISIONS WHERE A COMPANY IS A HOLDING COMPANY OR SUBSIDIARY UNDERTAKING
INTERPRETATION OF CERTAIN EXPRESSIONS IN SCHEDULE
CONSTRUCTION OF REFERENCES TO PROVISIONS OF SCHEDULE
ACCOUNTING PRINCIPLES AND VALUATION RULES
INFORMATION REQUIRED BY WAY OF NOTES TO FINANCIAL STATEMENTS
INTERPRETATION OF CERTAIN EXPRESSIONS IN SCHEDULE
ACCOUNTING PRINCIPLES, FORM AND CONTENT OF GROUP FINANCIAL STATEMENTS
CONSTRUCTION OF REFERENCES TO PROVISIONS OF SCHEDULE
ACCOUNTING PRINCIPLES AND VALUATION RULES
INFORMATION REQUIRED BY WAY OF NOTES TO GROUP FINANCIAL STATEMENTS
CONSTRUCTION OF REFERENCES TO PROVISIONS OF SCHEDULE
ACCOUNTING PRINCIPLES AND VALUATION RULES
INFORMATION REQUIRED BY WAY OF NOTES TO GROUP FINANCIAL STATEMENTS
FURTHER SAVINGS AND TRANSITIONAL PROVISIONS
FORM OF CONSTITUTION OF DESIGNATED ACTIVITY COMPANY LIMITED BY SHARES
FORM OF CONSTITUTION OF DESIGNATED ACTIVITY COMPANY LIMITED BY GUARANTEE
FORM OF CONSTITUTION OF PUBLIC LIMITED COMPANY
FORM OF CONSTITUTION OF COMPANY LIMITED BY GUARANTEE
FORM OF CONSTITUTION OF PRIVATE UNLIMITED COMPANY HAVING A SHARE CAPITAL
FORM OF CONSTITUTION OF PUBLIC UNLIMITED COMPANY HAVING A SHARE CAPITAL
FORM OF CONSTITUTION OF PUBLIC UNLIMITED COMPANY NOT HAVING A SHARE CAPITAL
PROVISIONS APPLIED TO UNREGISTERED COMPANIES
REPEALS AND REVOCATION IN RELATION TO UNREGISTERED COMPANIES
INSTRUMENTS OR CHARTERS REVOKED
FORM OF CONSTITUTION OF INVESTMENT COMPANY
STANDARDS RELATING TO TRAINING AND QUALIFICATIONS FOR APPROVAL OF INDIVIDUAL AS STATUTORY AUDITOR
INFORMATION REQUIRED, BY CHAPTER 5 OF PART 27, TO BE SUPPLIED AND ENTERED IN A PUBLIC REGISTER
CORPORATE ENFORCEMENT AUTHORITY
ADDITIONAL INFORMATION REQUIRED TO BE SUPPLIED AND ENTERED IN PUBLIC REGISTER
Acts Referred to
Arbitration Act 2010 (No. 1)
Assurance Companies Act 1909 (9 Edw. 7. c. 42)
Bank Act 1892 (56 Vic. c. 48.)
Bank Notes (Ireland) Act 1864 (28 Vic. c. 78)
Bank of Ireland Act 1781 (22 Geo. III, c. 16)
Bank of Ireland Act 1791 (Geo. III, c. 22)
Bank of Ireland Act 1797 (Geo. III, c. 50)
Bank of Ireland Act 1808 (Geo. III, c. 103)
Bank of Ireland Act 1821 (Geo. IV, c. 72)
Bank of Ireland Act 1860 (24 Vic. c. 31)
Bank of Ireland Act 1929 (No. 4 (Private))
Bank of Ireland Act 1935 (No. 1 (Private))
Bank of Ireland Charter Amendment Act 1872 (36 Vic. c. 5)
Bankers' (Ireland) Act 1845 (Vic. c. 37)
Bankruptcy Act 1988 (No. 27)
Building Societies Act 1989 (No. 17)
Capital Acquisitions Tax Consolidation Act 2003 (No. 1)
Capital Gains Tax Acts
Central Bank Act 1942 (No. 22)
Central Bank Act 1971 (No. 24)
Central Bank Act 1989 (No. 16)
Central Bank Acts 1942 to 2010
Central Bank and Financial Services Authority of Ireland Act 2003 (No. 12)
Central Bank Reform Act 2010 (No. 23)
Charities Act 1961 (No. 17)
Charities Act 2009 (No. 6)
Chartered Companies Act 1837 (1 Vic. c. 73)
Civil Liability Act 1961 (No. 41)
Civil Partnership and Certain Rights and Obligations of Cohabitants Act 2010 (No. 24)
Civil Service Regulation Acts 1956 to 2005
Commissions of Investigation Act 2004 (No. 23)
Companies (Accounting) Act 2017 (No. 9)
Companies (Amendment) Act 1977 (No. 31)
Companies (Amendment) (No. 2) Act 1999 (No. 30)
Companies (Amendment) Act 1982 (No. 10)
Companies (Amendment) Act 1983 (No. 13)
Companies (Amendment) Act 1986 (No. 25)
Companies (Amendment) Act 1990 (No. 27)
Companies (Amendment) Act 1999 (No. 8)
Companies (Amendment) Act 2009 (No. 20)
Companies (Amendment) Act 2012 (No. 22)
Companies (Amendment) Act 2017 (No. 13)
Companies (Auditing and Accounting) Act 2003 (No. 44)
Companies (Consolidation) Act 1908 (8 Edw. 7 c. 69)
Companies (Miscellaneous Provisions) Act 2009 (No. 45)
Companies (Miscellaneous Provisions) Act 2013 (No. 46)
Companies Act 1862 (26 Vic. c. 89)
Companies Act 1879 (43 Vic. c. 76)
Companies Act 1963 (No. 33)
Companies Act 1990 (No. 33)
Companies Acts
Companies Acts 1963 to 2005
Company Law Enforcement Act 2001 (No. 28)
Comptroller and Auditor General (Amendment) Act 1993 (No. 8)
Consumer Credit Act 1995 (No. 24)
Courts of Justice Act 1924 (No. 10)
Courts of Justice Act 1936 (No. 48)
Criminal Procedure Act 1967 (No. 12)
Customs Acts
Diplomatic and Consular Officers (Provision of Services) Act 1993 (No. 33)
Economic and Monetary Union Act 1998 (No. 38)
Electoral Act 1997 (No. 25)
Electronic Commerce Act 2000 (No. 27)
Ethics in Public Office Act 1995 (No. 22)
European Communities Act 1972 (No. 27)
European Parliament Elections Act 1997 (No. 2)
Exchange Control Acts 1954 to 1990
Finance Act 1961 (No. 23)
Finance Act 2003 (No. 3)
Finance Act 2011 (No. 6)
Finance (Local Property Tax) Act 2012 (No. 52)
Friendly Societies Acts 1896 to 2014
Hire Purchase Act 1946 (No. 16)
Industrial and Provident Societies Acts 1893 to 2014
Insurance Act 1936 (No. 45)
Insurance Act 1989 (No. 3)
Insurance Acts 1909 to 2000
Interpretation Act 2005 (No. 23)
Investment Funds, Companies and Miscellaneous Provisions Act 2005 (No. 12)
Investment Funds, Companies and Miscellaneous Provisions Act 2006 (No. 41)
Investment Intermediaries Act 1995 (No. 11)
Investment Limited Partnerships Act 1994 (No. 24)
Irish Takeover Panel Act 1997 (No. 5)
Joint Stock Banking Companies Act 1857 (21 Vic. c. 80)
Joint Stock Companies Act 1856 (19 Vic. c. 47)
Joint Stock Companies Acts
Land and Conveyancing Law Reform Act 2009 (No. 27)
Limited Partnerships Act 1907 (7 Edw. 7, c. 24)
Local Government Act 2001 (No. 37)
Mercantile Marine Act 1955 (No. 29)
Multi-Unit Developments Act 2011 (No. 2)
National Archives Act 1986 (No. 11)
National Asset Management Agency Act 2009 (No. 34)
Netting of Financial Contracts Act 1995 (No. 25)
Official Languages Act 2003 (No. 32)
Organisation of Working Time Act 1997 (No. 20)
Partnership Act 1890 (4 Vict., c. 39)
Petty Sessions (Ireland) Act 1851 (14 & 15 Vict., c. 93)
Post Office Savings Bank Acts 1861 to 1958
Public Service Management (Recruitment and Appointments) Act 2004 (No. 33)
Registration of Business Names Act 1963 (No. 30)
Registration of Deeds and Title Act 2006 (No. 12)
Registration of Title Act 1964 (No. 16)
Social Welfare Acts
Social Welfare Consolidation Act 2005 (No. 26)
Solicitors Act 1954 (No. 36)
Solicitors Acts 1954 to 2002
Stamp Duties Consolidation Act 1999 (No. 31)
State Property Act 1954 (No. 25)
Statute Law (Restatement) Act 2002 (No. 33)
Statutory Declarations Act 1938 (No. 37)
Stock Transfer Act 1963 (No. 34)
Succession Act 1965 (No. 27)
Supreme Court of Judicature (Ireland) Act 1877 (41 Vict., c. 57)
Tax Acts
Taxes Consolidation Act 1997 (No. 39)
Trade Union Acts 1871 to 1990
Tribunals of Inquiry (Evidence) Acts 1921 to 2004
Trustee Savings Banks Act 1989 (No. 21)
Unit Trusts Act 1990 (No. 37)
Value-Added Tax Acts
Number 38 of 2014
COMPANIES ACT 2014
REVISED
Updated to 3 December 2024
An Act to consolidate, with amendments, certain enactments relating to companies and to provide for related matters.
[23rd December, 2014]
Be it enacted by the Oireachtas as follows:
Annotations
Modifications (not altering text):
C1
Application of Act restricted by Gas Regulation Act 2013 (39/2013), s. 6(3) as substituted (1.06.2024) by Gas (Amendment) and Miscellaneous Provisions Act 2024 (11/2024), s. 20(b), S.I. No. 208 of 2024.
Memorandum and articles of association of network company
[6. ...
(3) Notwithstanding anything contained in the Companies Act 2014, no alteration of the constitution of the network company shall be valid or effectual unless made with the prior approval of the majority shareholding Minister given with the consent of the Minister for Public Expenditure, National Development Plan Delivery and Reform.]
C2
Application of Act restricted (22.12.2022) by Air Navigation and Transport Act 2022 (40/2022), ss. 17(3), 18, S.I. No. 741 of 2022.
Articles of association
17. ...
(3) A director of the IANS to whom subsection (2) (d) applies shall, by virtue of this subsection and notwithstanding anything contained in the Act of 1993 or the Act of 2014, cease to be a director of the IAA immediately upon the date on which his or her appointment as a director of the IANS takes effect.
Restriction on alteration of memorandum or articles of association
18. Notwithstanding anything contained in the Act of 2014, an alteration in the memorandum of association or articles of association of the IANS or of a subsidiary shall not be valid or effectual unless made with the prior approval of the Minister given with the consent of the Minister for Public Expenditure and Reform.
C3
Application of Act restricted (31.03.2022) by Land Development Agency Act 2021 (26/2021), s. 33(3), (4), S.I. No. 143 of 2022.
Establishment of subsidiary DAC
33. ...
(3) Notwithstanding anything contained in the Companies Act, any alteration of the constitution of a subsidiary DAC shall not be valid or effectual unless made with the prior approval of the Minister and the Minister for Public Expenditure and Reform.
(4) Subsections (1) to (3) of section 969 of the Companies Act shall not apply to a subsidiary DAC.
C4
Application of Act restricted (15.12.2021) by Land Development Agency Act 2021 (26/2021), s. 13(2), S.I. No. 712 of 2021.
Constitution of Agency
13. (1) The constitution of the Agency shall be in such form, consistent with the Companies Act and with this Act, as may be approved by the Minister and the Minister for Public Expenditure and Reform.
(2) Notwithstanding anything contained in the Companies Act, any alteration of the constitution of the Agency shall not be valid or effectual unless made with the prior approval of the Minister and the Minister for Public Expenditure and Reform.
C5
Application of Act restricted (5.12.2018) by Home Building Finance Ireland Act 2018 (28/2018), s. 5(2), S.I. No. 518 of 2018.
Constitution of HBFI
5. (1) The constitution of HBFI shall be in such form, consistent with this Act, as may be approved by the Minister.
(2) Notwithstanding anything contained in the Companies Act, an alteration of the constitution of HBFI shall not be valid or effectual unless made with the prior approval of the Minister.
C6
Application of Act restricted (3.01.2018) by European Union (Markets in Financial Instruments) Regulations 2017 (S.I. No. 375 of 2017), reg. 148(4), in effect as per reg. 1(2).
Winding up of investment firm or market operator by Court
148. ...
(4) Where an investment firm or the operator of a regulated market is being wound up voluntarily and the Bank has reason to believe that any of the grounds set out in paragraph (2) are applicable, then, the Bank may, notwithstanding section 569 of the Companies Act 2014 or any other provision of that Act, apply to the Court to have an order made that an investment firm or market operator be wound up under Chapter 2 of Part 11 of that Act and the Court may make such an order accordingly.
...
C7
Application of Act restricted (1.01.2016) by European Union (Insurance and Reinsurance) Regulations 2015 (S.I. No. 485 of 2015), regs. 285 to 293 as provided by reg. 271(2).
Adoption of reorganisation measures — applicable law
271. ...
(2) Reorganisation measures adopted in respect of an insurance undertaking, including its branches in other Member States, are governed by the Act of 2014 and the Insurance Acts, as appropriate, unless otherwise provided by Regulations 285 to 293.
...
C8
Application of Act restricted (1.01.2016) by European Union (Insurance and Reinsurance) Regulations 2015 (S.I. No. 485 of 2015), regs. 285 to 293 as provided by reg. 275(3).
Commencement of winding-up proceedings
275. ...
(3) Winding-up proceedings in respect of an insurance undertaking, including its branches in other Member States, are governed by the Act of 2014 and the Insurance Acts, as appropriate, unless otherwise provided by Regulations 285 to 293.
C9
Application of Act restricted (25.12.2015) by Harbours Act 2015 (61/2015), s. 14, commenced on enactment.
Restriction on alteration of memorandum or articles of association of transferred company
14. Notwithstanding anything contained in the Companies Act 2014, no alteration made on or from the company transfer day in the memorandum and articles of association of a transferred company or of any subsidiary shall be valid or effectual unless made with the prior approval of the local authority chief executive concerned.
C10
Application of Act restricted (15.07.2015) by European Union (Bank Recovery and Resolution) Regulations 2015 (S.I. No. 289 of 2015), regs. 76(1)(a), (2)(i) and 119, in effect as per reg. 1(2).
Effect of transfer by resolution order in relation to securities.
76. (1) On and after a transfer under a resolution order or a capital instruments order, or a transfer having effect in the State in accordance with Regulation 126 in relation to property referred to in paragraph (3)(d) or (e) of Regulation 75, or a security referred to in subparagraph (f) of that paragraph, transferred by the relevant order or in accordance with Regulation 126—
(a) notwithstanding any provision of an Act referred to in paragraph (2) or any other Act that provides for the registration of assets or security, or any details of assets or security, a recipient is not required to become registered as owner of the security,
...
(d) where the resolution order effects an extension of, or in relation to the security so as to include future advances by or future liabilities to the recipient, the extension or inclusion need not be registered under any Act referred to in paragraph (2) under which it would otherwise be required to be registered but operates for the purposes of those Acts as if made by deed duly registered under that Act on the time of the transfer.
(2) The Acts referred to in paragraph (1)(a) and (d) are the following: ...
(i) the Act of 2014.
...
Effect of special management.
119. (1) While an institution under resolution is under special management—
(a) that institution shall not convene or hold any general meeting other than where the special manager so directs,
(b) the rights and powers of shareholders and members under any enactment or contract stand suspended and are not exercisable,
(c) section 212 of the Act of 2014 does not apply, and
(d) no derivative action may be brought in respect of that institution under resolution.
(2) The special management of the institution under resolution has effect notwithstanding anything in—
(a) the Act of 1989, the Act of 2014 or the Central Bank Acts 1942 to 2014,
(b) any other rule of law or equity,
(c) any code of practice made under an enactment,
...
C11
References construed (24.06.2015) by European Union (Credit Institutions: Financial Statements) Regulations 2015 (S.I. No. 266 of 2015), reg. 3, in effect as per reg. 1(2).
Application of Part 6 of Principal Act to credit institutions
3. (1) The provisions of Part 6 of the Principal Act shall apply to a credit institution except to the extent that they are disapplied or modified by these Regulations.
(2) A reference in the Principal Act to any provision of Part 6 of that Act shall be construed, for the purposes of its application to a credit institution, as a reference to that provision as applied by these Regulations.
(3) A reference in Part 6 of the Principal Act to Schedule 3 to that Act shall be construed, for the purposes of its application to a credit institution, as a reference to Schedule 1 to these Regulations.
(4) A reference in Part 6 of the Principal Act to Schedule 4 to that Act shall be construed, for the purposes of its application to a credit institution, as a reference to Schedule 2 to these Regulations.
C12
References construed (17.06.2015) by European Union (Insurance Undertakings: Financial Statements) Regulations 2015 (S.I. No. 262 of 2015), reg. 3, in effect as per reg. 1(2).
Application of Part 6 of Principal Act to insurance undertakings
3. (1) The provisions of Part 6 of the Principal Act shall apply to an insurance undertaking except to the extent that they are disapplied or modified by these Regulations.
(2) A reference in the Principal Act to any provision of Part 6 of that Act shall be construed, for the purposes of its application to an insurance undertaking, as a reference to that provision as applied by these Regulations.
(3) A reference in Part 6 of the Principal Act to Schedule 3 to that Act shall be construed, for the purposes of its application to an insurance undertaking, as a reference to Schedule 1 to these Regulations.
(4) A reference in Part 6 of the Principal Act to Schedule 4 to that Act shall be construed, for the purposes of its application to an insurance undertaking, as a reference to Schedule 2 to these Regulations.
C13
Application of Act restricted (29.03.2013) by Water Services Act 2013 (6/2013), s. 6(3), S.I. No. 108 of 2013, as substituted (1.01.2023) by Water Services (Amendment) Act 2022 (39/2022), s. 10(c), S.I. No. 678 of 2022.
Memorandum and articles of association of subsidiary.
6. ...
[(3) Notwithstanding anything contained in the Act of 2014, no alteration of the constitution of Uisce Éireann shall be valid or effectual unless made with the prior approval of the Minister and the Minister for Public Expenditure and Reform.]
Editorial Notes:
E1
Power pursuant to numerous sections exercised (1.06.2015) by Companies Act 2014 (Forms) Regulations 2015 (S.I. No. 147 of 2015), in effect as per reg. 1(2).
PART 1
PRELIMINARY AND GENERAL
Short title and commencement
1. (1) This Act may be cited as the Companies Act 2014.
(2) This Act shall come into operation on such day or days as the Minister may appoint by order or orders either generally or with reference to any particular purpose or provision and different days may be so appointed for different purposes or different provisions.
(3) Without prejudice to the generality of subsection (2), an order or orders under that subsection may appoint different days for the coming into operation of section 4 or 1325 so as to effect the repeal or revocation provided by section 4 or 1325 of—
(a) an enactment specified in Part 1 or Part 2 of Schedule 2 or in Schedule 15, as the case may be, on different days for different purposes; or
(b) different provisions of an enactment specified in Part 1 or Part 2 of Schedule 2 or in Schedule 15, as the case may be, on different days.
Annotations
Editorial Notes:
E2
A table listing provisions and commencement dates is available at http://www.irishstatutebook.ie/eli/isbc/2014_38.html
E3
Power pursuant to subs. (2) exercised (11.11.2016) by Companies Act 2014 (Commencement) Order 2016 (S.I. No. 562 of 2016). This amendment is not represented in S.I. No. 169 of 2015 below.
2. Article 3 of the Companies Act 2014 (Commencement) Order 2015 (S.I. No. 169 of 2015) is amended by the deletion of paragraph (a) from Article 3.
E4
Power pursuant to subs. (2) exercised (1.06.2015) by Companies Act 2014 (Commencement) (No. 2) Order 2015 (S.I. No. 220 of 2015), in effect on commencement of instrument being amended (.
2. Article 3 of the Companies Act 2014 (Commencement) Order 2015 ( S.I. No. 169 of 2015 ) is amended—
(a) by substituting the following for paragraph (a):
“(a) section 4(1) in so far as it relates to Part V of the Companies Act 1990(No.33 of 1990) (being Part V of that Act to the extent that it remained in force on and from the commencement, on the 6th day of July 2005, of section 31of the Investment Funds, Companies and Miscellaneous Provisions Act 2005(No.12 of 2005)),”,
and (b) by substituting the following for paragraphs (c) and (d):
“(c) the provisions specified in Article 4(3),
(d) sections 68(2), 981, 1191 and 1248 in so far as they relate to securities (or interests in securities) that, before the 1st day of June 2015, were admitted to trading or listed on any market, whether a regulated market or not, in the State or elsewhere, and
(e) section 1325,”.
E5
Power pursuant to subs. (2) exercised (1.06.2015) by Companies Act 2014 (Commencement) Order 2015 (S.I. No. 169 of 2015), as amended by Companies Act 2014 (Commencement) (No. 2) Order 2015 (S.I. No. 220 of 2015).
3. The 1st day of June 2015 is appointed as the day on which the Act of 2014, other than—
[(a) section 4(1) in so far as it relates to Part V of the Companies Act 1990 (No. 33 of 1990) (being Part V of that Act to the extent that it remained in force on and from the commencement, on the 6th day of July 2005, of section 31 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 (No. 12 of 2005)),]
(b) section 4(2) in so far as it relates to Regulation 6 of the European Communities (Mergers and Divisions of Companies) (Amendment) Regulations 2011 ( S.I. No. 306 of 2011 ),
[(c) the provisions specified in Article 4(3),
(d) sections 68(2), 981, 1191 and 1248 in so far as they relate to securities (or interests in securities) that, before the 1st day of June 2015, were admitted to trading or listed on any market, whether a regulated market or not, in the State or elsewhere, and
(e) section 1325,]
shall come into operation.
4. (1) In this Article “financial year” does not include a financial year that begins before the 1st day of June 2015.
(2) The first day of the financial year of a company, by reference to which functions of the company under a provision of the Act of 2014 specified in paragraph (3) are performable, is appointed as the day on which that provision shall come into operation.
(3) Each of the following is a provision of the Act of 2014 referred to in paragraph (2): sections 167, 225, 305(1)(b), 306(1), 326(1)(a) and 330.
5. For the avoidance of doubt, in a case in which financial statements of a company are prepared before the 1st day of June 2015, references in sections 353 and 354 of the Act of 2014 to section 290 of that Act are to be read, by virtue of Schedule 6 to the Act of 2014, as references to the corresponding provision of the prior Companies Acts.
Interpretation generally
2. (1) In this Act—
F1[…]
“Acting Director” means a person appointed under section 948 as the Acting Director of Corporate Enforcement;
“Act of 1963” means the Companies Act 1963;
“Act of 1990” means the Companies Act 1990;
“agent” does not include a person’s counsel acting as such;
“amendment”, in relation to a constitution, includes an alteration and a deletion;
“annual general meeting” means the meeting provided for in section 175;
“annual return” has the meaning given to it by section 342;
“annual return date” has the meaning given to it by section 343;
“appropriate rate”, in relation to interest, means—
(a) subject to paragraph (b), 5 per cent per annum; or
(b) such other rate as may be specified by order made by the Minister under subsection (7);
“articles” means articles of association;
“assignee in bankruptcy” means the Official Assignee (within the meaning of the Bankruptcy Act 1988) or a creditors’ assignee (within the meaning of that Act);
“authorised market operator” means a market operator (within the meaning of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004) who, for the time being, is authorised under—
(a) the European Communities (Markets in Financial Instruments) Regulations 2007 (S.I. No. 60 of 2007); or
(b) the measures adopted by another Member State to implement that Directive,
to operate the business of a regulated market (within the meaning of that Directive);
F2["Authority" means the Corporate Enforcement Authority (but that title appears set out in full in any provision where it is desirable to avoid confusion or otherwise to provide clarity on the matter);]
F3["Bank Recovery and Resolution Regulations" means the European Union (Bank Recovery and Resolution) Regulations 2015 (S.I. No. 289 of 2015);]
“Bankruptcy Acts” means the Bankruptcy Act 1988 and any enactment amending or extending that Act;
“book and paper” and “book or paper” includes deeds, writings and documents and, where not separately mentioned in the provision concerned, accounting records;
“books and documents” and “books or documents” includes deeds, writings and records made in any other manner and, where not separately mentioned in the provision concerned, accounting records;
“called-up share capital”, in relation to a company, means so much of its share capital as equals the aggregate amount of the calls made on its shares, whether or not those calls have been paid, together with any share capital paid up without being called and any share capital to be paid on a specified future date under the company’s constitution, the terms of allotment of the relevant shares or any other arrangements for payment of those shares, and “uncalled share capital” shall be read accordingly;
“category 1 offence” means an offence the penalties for which are specified in section 871(1);
“category 2 offence” means an offence the penalties for which are specified in section 871(2);
“category 3 offence” means an offence the penalties for which are specified in section 871(3);
“category 4 offence” means an offence the penalties for which are specified in section 871(4);
“Central Bank” means the Central Bank of Ireland;
“child” includes a step-child and an adopted child and “son”, “daughter” and “parent” shall be read accordingly;
“civil partner” has the meaning given to it by the Civil Partnership and Certain Rights and Obligations of Cohabitants Act 2010;
“Community act” means an act adopted by an institution of the European Union;
“company”—
(a) in Parts 2 to 14, shall be read in accordance with section 10;
(b) subject to the foregoing, means a company formed and registered under this Act, or an existing company;
“company having a sole director” shall be read in accordance with subsection (8);
“constitution” means the constitution of a company as provided for in section 19 or, in the case of a company that is not a private company limited by shares, as provided for in Part 16, 17, 18, 19 or 24, as appropriate;
“contravention” includes a failure to comply;
“contributory” has the meaning given to it by section 559;
“court”—
(a) without prejudice to paragraphs (b) and (c), where used in any provision of this Act in relation to a company, means—
(i) the High Court; or
(ii) where another court is specified for the purposes of that provision — that court;
(b) where used in relation to proceedings for an offence, means—
(i) in the case of an offence that is being prosecuted summarily — the District Court; or
(ii) in any other case — the court with jurisdiction in the matter concerned;
(c) where used in connection with proceedings for a debt or the recovery of a sum otherwise provided by this Act to be recoverable and a particular court or a court of competent jurisdiction is not specified for the purpose, means any court of competent jurisdiction;
F4[…]
“CRO Gazette” means the Companies Registration Office Gazette referred to in section 887(7);
“debenture” includes debenture stock, bonds and any other securities of a company whether constituting a charge on the assets of the company or not;
“de facto director” shall be read in accordance with section 222;
“deliver” includes send or forward and, in the case of a requirement to deliver a document, notice or thing to the Registrar, where the provision concerned itself does not indicate that that is the purpose of its delivery, means deliver the document, notice or thing to the Registrar for the purposes of its registration;
“director” includes any person occupying the position of director by whatever name called;
“Director” means the Director of Corporate Enforcement (but that title appears set out in full in any provision where it is desirable to avoid confusion or otherwise to provide clarity on the matter) and includes an Acting Director while so acting and, in relation to a particular power of the Director, a delegate to whom the power is delegated under section F5[952];
“document” includes summons, notice, order and other legal process, and register;
“EEA Agreement” means the Agreement on the European Economic Area signed at Oporto on 2 May 1992, as adjusted by the Protocol signed at Brussels on 17 March 1993;
“EEA state” means a state, including the State, which is a contracting party to the EEA Agreement;
“electronic means” or “electronic communications” includes the use of electronic mail;
“enactment” means a statute or an instrument made under a power conferred by a statute;
“examiner” means an examiner appointed under section 509 or 517;
“existing company” means a company formed and registered in a register kept in the State under the Joint Stock Companies Acts, the Companies Act 1862, the Companies (Consolidation) Act 1908 or the Act of 1963;
“extended notice” has the meaning given to it by section 396;
“extraordinary general meeting” shall be read in accordance with section 177;
“financial year” shall be read in accordance with section 288;
“hire-purchase agreement” has the same meaning as it has in the Consumer Credit Act 1995;
“holding company” has the meaning given to it by section 8;
“insolvency proceedings”, other than in Chapter 15 of Part 11, means insolvency proceedings opened under Article 3 of the Insolvency Regulation in a Member State, other than the State and Denmark, where the proceedings relate to a body corporate;
“Insolvency Regulation” means Council Regulation (EC) No. 1346/2000 of 29 May 2000 on insolvency proceedings;
F4[…]
“Joint Stock Companies Acts” means the Joint Stock Companies Act 1856, the Joint Stock Companies Acts 1856, 1857, the Joint Stock Banking Companies Act 1857 and the Act to enable Joint Stock Banking Companies to be formed on the principle of limited liability, or any one or more of those Acts as the case may require, but does not include the Act 7 & 8 Victoria, Chapter 110;
“limited company” means a company the liability of whose members is limited;
“members’ voluntary winding up” has the meaning given to it by section 559(1);
“memorandum” means memorandum of association;
“Minister”, other than in Parts 23 and 24, means the Minister for Jobs, Enterprise and Innovation;
“officer”, in relation to a body corporate, includes a director or secretary;
F6["officer of the Authority" means—
(a) a member of staff of the Authority,
(b) an officer of the Minister assigned to the Authority,
(c) a member of the Garda Síochána seconded to the Authority, or
(d) a person employed by the Minister or the Authority, under a contract for service or otherwise, to assist the Authority in performing functions of the Authority under this Act or any other enactment;]
“ordinary resolution” has the meaning given to it by section 191;
“prescribed”—
(a) subject to paragraphs (b), (c) and (d), means prescribed by regulations made by the Minister;
(b) in Part 11, unless a power of the Supervisory Authority to prescribe by regulations is provided or that Part otherwise makes express provision—
(i) means prescribed by rules of court; and
(ii) where a power of the Minister to prescribe is provided, means prescribed by the means referred to in paragraph (a);
(c) in Part 15, where a power of the Minister to prescribe is provided or the provision in which the expression appears does not indicate otherwise, means prescribed by the means referred to in paragraph (a); and
(d) in Parts 23 and 24, means prescribed by regulations made by the Minister for Finance;
“printed” includes reproduced in any legible and durable form approved by the Registrar;
“prior Companies Acts” means—
(a) the Companies Acts 1963 to 2005;
(b) Parts 2 and 3 of the Investment Funds, Companies and Miscellaneous Provisions Act 2006;
(c) the Companies (Amendment) Act 2009;
(d) the Companies (Miscellaneous Provisions) Act 2009;
(e) the Companies (Amendment) Act 2012;
(f) the Companies (Miscellaneous Provisions) Act 2013; and
(g) every other enactment passed or made before the commencement of this section which provides that it is to be read as one with the Companies Acts;
“private company limited by shares” means, unless otherwise indicated, a private company limited by shares registered under Part 2 as distinct from a designated activity company of the type referred to in section 965(2)(a);
F7["process adviser" has the meaning assigned to it by section 558A;]
“prospectus” means a document or documents in such form and containing such information as may be required by or under Irish prospectus law or EU prospectus law (within the meaning of Chapter 1 of Part 23), howsoever the document or documents are constituted, but does not include any advertisements in newspapers or journals derived from the foregoing;
“public holiday” means a day which is a public holiday under the Organisation of Working Time Act 1997;
F8["public-interest entity" has the meaning given to it by Part 27;]
“public limited company” includes (in Parts 2 to 15) an investment company within the meaning of Part 24;
“receiver of the property of a company” shall be read in accordance with subsection (9);
“register” shall be read in accordance with section 887(2);
“registered office”, in relation to a company, means the office provided for in section 50;
“Registrar” means—
(a) the registrar appointed under section 887(3); or
(b) the person referred to in subsection (6) (which relates to the existing Registrar of Companies) of section 887 for so long as the person holds office in accordance with subsection (5) of that section;
F9[“Registrar of Beneficial Ownership” means the Registrar of Beneficial Ownership of Companies and Industrial and Provident Societies;]
F8[“Regulation (EU) 2016/679” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 20164 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation);]
“related company” shall be read in accordance with subsections (10) and (11);
“resolution for voluntary winding up” means a resolution referred to in—
(a) section 202(1)(a)(i) as it relates to section 579; or
(b) section 580(1) or 586(2),
to wind up a company voluntarily;
“sealed”, other than in provisions governing the use of a company’s common seal or of any official seal of it, means executed in the manner specified in section 64 of the Land and Conveyancing Law Reform Act 2009 (but only to the extent that that section 64 obviates the need for a seal);
“shadow director” shall be read in accordance with section 221;
“share” means share in the share capital of a company, and includes stock except where a distinction between stock and shares is express or implied;
“single-member company” has the meaning given to it by section 196;
“special resolution” has the meaning given to it by section 191;
F10[“statutory auditor” means an individual or a firm (within the meaning of Part 27) that stands approved as a statutory auditor or statutory audit firm, as the case may be, under Part 27, and includes a firm registered in accordance with section 1465;]
“subscribe” includes, where the means of authentication referred to in section 888 are employed, subscribe in the prescribed non-legible form;
“subsidiary” has the meaning given to it by section 7;
“Summary Approval Procedure” has the meaning given to it by section 202;
“Supervisory Authority” has the meaning given to it by section 900(1);
“system of interconnection of registers” means the system of interconnection of central commercial and companies registers established in accordance with Article 4a(2) of Directive 2009/101/EC of the European Parliament and of the Council of 16 September 2009;
“undischarged bankrupt” means a person who is declared bankrupt by a court of competent jurisdiction, within the State or elsewhere, and who has not obtained a certificate of discharge or its equivalent in the relevant jurisdiction;
“written resolution” has the meaning given to it by section 191(8).
(2) A word or expression used in Part 6 and also used in another Part of this Act has, in that other Part, the same meaning as it has in Part 6.
(3) A reference in this Act to Table A in the First Schedule to the Act of 1963 shall, where appropriate, be read as a reference to Tábla A in that Schedule.
(4) References in this Act to a body corporate or to a corporation shall be read as not including a corporation sole, but as including a company or body corporate incorporated outside the State.
(5) Any provision of this Act overriding or interpreting a company’s constitution shall, except as provided by this Act, apply in relation to the constitution in force on the provision’s commencement as well as to regulations of the constitution coming into force thereafter.
(6) References in this Act to a person being in partnership with another are references to the person’s being in partnership, within the meaning of section 1(1) of the Partnership Act 1890, with that person and references to a partner of a person shall be read accordingly.
(7) The Minister may, by order, specify a rate of interest for the purposes of paragraph (b) of the definition of “appropriate rate” in subsection (1).
(8) In this Act a reference to a company having a sole director is a reference to its having, for the time being and for whatever reason, a single director (and this applies notwithstanding a stipulation in the constitution that there be 2 directors, or a greater number).
(9) In this Act a reference to a receiver of the property of a company includes—
(a) a reference to—
(i) a receiver and manager of the property of a company; or
(ii) a manager of the property of a company;
(b) a reference to a receiver or to a receiver and manager or to a manager, of part only of that property; and
(c) a reference to a receiver only of the income arising from that property or from part of it.
(10) For the purposes of this Act, a company is related to another company if—
(a) that other company is its holding company or subsidiary; or
(b) more than half in nominal value of its equity share capital (within the meaning of section 7(11)) is held by the other company and companies related to that other company (whether directly or indirectly, but other than in a fiduciary capacity); or
(c) more than half in nominal value of the equity share capital (within the meaning of section 7(11)) of each of them is held by members of the other (whether directly or indirectly, but other than in a fiduciary capacity); or
(d) that other company or a company or companies related to that other company, or that other company together with a company or companies related to it, are entitled to exercise or control the exercise of more than one half of the voting power at any general meeting of the company; or
(e) the businesses of the companies have been so carried on that the separate business of each company, or a substantial part thereof, is not readily identifiable; or
(f) there is another body corporate to which both companies are related,
and “related company” has a corresponding meaning; for the purpose of any preceding paragraph of this subsection that contains a reference to a company being related to another, the provisions of this subsection also apply to the construction of each such reference.
(11) For the purposes of subsection (10) “company” includes any body that is capable of being wound up under this Act.
Annotations
Amendments:
F1
Deleted (21.09.2018) by Companies (Statutory Audits) Act 2018 (22/2018), s. 4(a), S.I. No. 366 of 2018.
F2
Inserted (6.07.2022) by Companies (Corporate Enforcement Authority) Act 2021 (48/2021), s. 4(b), S.I. No. 335 of 2022.
F3
Inserted (15.07.2015) by European Union (Bank Recovery and Resolution) Regulations 2015 (S.I. No. 289 of 2015), reg. 189(1), in effect as per reg. 1(2).
F4
Deleted (3.12.2024) by Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 (44/2024), s. 3(2) and sch. 2, S.I. No. 639 of 2024.
F5
Substituted (9.06.2017) by Companies (Accounting) Act 2017 (9/2017), s. 98(a), S.I. No. 246 of 2017, art. 3, subject to transitional provision in art. 4.
F6
Substituted (6.07.2022) by Companies (Corporate Enforcement Authority) Act 2021 (48/2021), s. 4(a), S.I. No. 335 of 2022.
F7
Inserted (7.12.2021) by Companies (Rescue Process for Small and Micro Companies) Act 2021 (30/2021), s. 4, S.I. No. 673 of 2021.
F8
Inserted (21.09.2018) by Companies (Statutory Audits) Act 2018 (22/2018), s. 4(c), S.I. No. 366 of 2018.
F9
Inserted (3.12.2024) by Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 (44/2024), s. 4, S.I. No. 639 of 2024.
F10
Substituted (21.09.2018) by Companies (Statutory Audits) Act 2018 (22/2018), s. 4(b), S.I. No. 366 of 2018.
Editorial Notes:
E6
Previous affecting provision: definitions of “Covid-19” and “interim period” inserted (21.08.2020) by Companies (Miscellaneous Provisions (Covid-19) Act 2020 (9/2020), s. 3, S.I. No. 320 of 2020 with extensions of interim period by statutory instruments made under s. 12A; definitions deleted (3.12.2024) as per F-note above.
E7
Previous affecting provision: definition of “2016 Audits Regulations” inserted (17.06.2016) by European Union (Statutory Audits) (Directive 2006/43/EC, as amended by Directive 2014/56/EU, and Regulation (EU) No 537/2014) Regulations 2016 (S.I. No. 312 of 2016), in effect as per regs. 1(2), 3, and subject to transitional provision in reg. 143; definition deleted as per F-note above.
E8
Previous affecting provision: definition of “statutory auditor” amended (17.06.2016) by European Union (Statutory Audits) (Directive 2006/43/EC, as amended by Directive 2014/56/EU, and Regulation (EU) No 537/2014) Regulations 2016 (S.I. No. 312 of 2016), reg. 6(a), in effect as per regs. 1(2), 3 and subject to transitional provision in reg. 143; definition substituted as per F-note above.
Periods of time
3. (1) Where the time limited by any provision of this Act for the doing of anything expires on a Saturday, a Sunday or a public holiday, the time so limited shall extend to and the thing may be done on the first following day that is not a Saturday, a Sunday or a public holiday.
(2) Where in this Act anything is required or allowed to be done within a number of days not exceeding 6, a day that is a Saturday, a Sunday or a public holiday shall not be reckoned in computing that number.
Repeals and revocations
4. (1) The Acts of the Oireachtas specified in Part 1 of Schedule 2 are repealed to the extent specified in the third column of that Part.
(2) The statutory instruments specified in Part 2 of Schedule 2 are revoked to the extent specified in the third column of that Part.
(3) This section is in addition to section 1325 and Schedule 15 (repeals related to an unregistered company becoming registered under this Act).
Savings and transitional provisions
5. (1) As provided under Part 17, 18, 19 or 24, as appropriate, the repeal by this Act of any enactment shall not affect the incorporation of any company registered under any enactment so repealed.
(2) The effect of this Act in relation to a private company limited by shares incorporated under any former enactment relating to companies is provided for in Chapter 6 of Part 2.
(3) Any document referring to any former enactment relating to companies shall be read as referring to the corresponding enactment of this Act.
(4) Any person, appointed to any office under or by virtue of any former enactment relating to companies, who is in office immediately before the commencement of the provision concerned of this Act, shall be deemed to have been appointed to that office under or by virtue of the provision concerned of this Act.
(5) Any register, kept under any former enactment relating to companies, shall be deemed part of the register to be kept under the corresponding provision of this Act.
(6) All funds and accounts constituted under this Act shall be deemed to be in continuation of the corresponding funds and accounts constituted under the former enactments relating to companies.
(7) Schedule 6 contains further savings and transitional provisions and shall have effect accordingly.
(8) This section is without prejudice to—
(a) the generality of the Interpretation Act 2005 and, in particular, section 27 of it; and
(b) the special provision made in certain provisions of this Act for transitional matters as they relate to those provisions.
(9) In this section “former enactment relating to companies” means any enactment repealed or revoked by this Act and any enactment repealed or revoked by the Act of 1963 or the Companies (Consolidation) Act 1908.
Construction of references in other Acts to companies registered under Companies (Consolidation) Act 1908 and Act of 1963
6. (1) References in any Act, other than this Act, to a company formed and registered, or registered, under the Companies (Consolidation) Act 1908 or the Act of 1963 shall, unless the contrary intention appears, be read as references to a company formed and registered, or registered, under whichever of those Acts is appropriate or this Act.
(2) Subsection (1) applies despite section 26(2)(f) of the Interpretation Act 2005 (which provides that where an Act repeals and re-enacts, with or without modification, any provisions of a former Act, references in any other Act to the provisions so repealed shall, unless the contrary intention appears, be read as references to the provisions of the new Act relating to the same subject-matter as that of the former Act).
Definition of “subsidiary”
7. (1) In this section the expressions “superior company” and “lower company” are used solely to assist the understanding of its terms and—
(a) are not indicative of the status (in any manner not relevant to this section) of the respective companies vis a vis one another; and
(b) do not constitute definitions to which regard must be had for any other purpose of this Act.
(2) For the purposes of this Act, a company (the “lower company”) is, subject to subsection (5), a subsidiary of another (the “superior company”) if, but only if—
(a) the superior company—
(i) is a shareholder or member of it and controls the composition of its board of directors; or
(ii) holds more than half in nominal value of its equity share capital; or
(iii) holds more than half in nominal value of its shares carrying voting rights (other than voting rights which arise only in specified circumstances); or
(iv) holds a majority of the shareholders’ or members’ voting rights in the lower company; or
(v) is a shareholder or member of it and controls alone, pursuant to an agreement with other shareholders or members, a majority of the shareholders’ or members’ voting rights;
or
(b) the superior company has the right to exercise a dominant influence over it—
(i) by virtue of provisions contained in the lower company’s constitution; or
(ii) by virtue of a control contract;
or
(c) the superior company has the power to exercise, or actually exercises, dominant influence or control over it; or
(d) the superior company and the lower company are managed by the superior company on a unified basis; or
(e) the lower company is a subsidiary (by virtue of the application of any of the provisions of this section) of any company which is the superior company’s subsidiary (by virtue of such application).
(3) For the purposes of subsection (2)(a)(i), the composition of the lower company’s board of directors shall be regarded as being controlled by the superior company if, but only if, the latter company, by the exercise of some power exercisable by it without the consent or concurrence of any other person, can appoint or remove the holders of all or a majority of the directorships.
(4) In applying subsection (3), the superior company shall be deemed to have power to appoint to a directorship in relation to which any of the following conditions is satisfied—
(a) that a person cannot be appointed to the directorship without the exercise in his or her favour by the superior company of such a power as is mentioned in that subsection; or
(b) that a person’s appointment to the directorship follows necessarily from his or her appointment as director of the superior company.
(5) In determining whether the lower company is a subsidiary of the superior company—
(a) any shares held or power exercisable by the superior company in a fiduciary capacity shall be treated as not held or exercisable by it;
(b) subject to paragraphs (c) and (d), any shares held or power exercisable—
F11[(i) by any person as a nominee for the superior company or by any person acting in that person’s own name but on behalf of the superior company (except where, in either case, the superior company is concerned only in a fiduciary capacity), or,]
(ii) by, or by a nominee for, F12[or by any person acting in that person’s own name but on behalf of,] a subsidiary of the superior company, not being a subsidiary which is concerned only in a fiduciary capacity,
shall be treated as held or exercisable by the superior company;
(c) any shares held or power exercisable by the superior company or a nominee for the superior company or a subsidiary of it shall be treated as not held or exercisable by the superior company where the shares are so held or the power is so exercisable by way of security but only if such power or the rights attaching to such shares are exercised in accordance with instructions received from the person providing the security;
(d) any shares held or power exercisable by the superior company or by a nominee for the superior company or a subsidiary of it shall be treated as not held or exercisable by the superior company if the ordinary business of the superior company or its subsidiary, as the case may be, includes the lending of money and the shares are so held or the power is so exercisable by way of security but only if such power or the rights attaching to such shares are exercised in the interests of the person providing the security.
(6) For the purposes of subsection (2)(a)(iv) and (v), the total of the voting rights of the shareholders or members in the lower company shall be reduced by the following—
(a) the voting rights attached to shares held by the lower company in itself; and
(b) the voting rights attached to shares held in the lower company by any of its subsidiaries; and
(c) the voting rights attached to shares held by a person acting in his or her own name but on behalf of the lower company or one of the lower company’s own subsidiaries.
(7) For the purposes of subsection (2)(b), a company shall not be regarded as having the right to exercise a dominant influence over another company unless it has a right to give directions with respect to the operating and financial policies of that other company which its directors are obliged to comply with.
(8) In subsection (2)(b) “control contract” means a contract in writing conferring such a right as is there referred to which—
(a) is of a kind authorised by the constitution of the company in relation to which the right is exercisable; and
(b) is permitted by the law under which that company is established.
(9) Subsection (7) shall not be read as affecting the construction of the expression “actually exercises dominant influence” in subsection (2)(c).
(10) If a document created before the commencement of this section defines the expression “subsidiary” by reference to section 155 of the Act of 1963, then, for the avoidance of doubt, the construction provided in respect of that expression by the document is not affected by this section in the absence of an agreement to the contrary by the parties to the document.
(11) In this section—
“company” includes any body corporate;
“equity share capital” means, in relation to a company, its issued share capital excluding any part of it which, neither as respects dividends nor as respects capital, carries any right to participate beyond a specified amount in a distribution.
Annotations
Amendments:
F11
Substituted (9.06.2017) by Companies (Accounting) Act 2017 (9/2017), s. 4(a), S.I. No. 246 of 2017, art. 3, subject to transitional provision in art. 4
F12
Inserted (9.06.2017) by Companies (Accounting) Act 2017 (9/2017), s. 4(b), S.I. No. 246 of 2017, art. 3, subject to transitional provision in art. 4.
Definitions of “holding company”, “wholly owned subsidiary” and “group of companies”
8. (1) For the purposes of this Act, a company is another company’s holding company if, but only if, that other is its subsidiary.
(2) For the purposes of this Act, a company is another company’s wholly owned subsidiary if, but only if, the company has no members except—
(a) that other company; or
(b) companies that are wholly-owned subsidiaries (by virtue of the application of this subsection to them) of that other company; or
(c) nominees of any company referred to in paragraph (a) or (b); or
(d) a mixture of what is referred to in 2 or more of the foregoing paragraphs.
(3) For the purposes of this Act “group of companies” means a holding company and its one or more subsidiaries.
(4) If a document created before the commencement of this section defines the expression “holding company” by reference to section 155 of the Act of 1963, then, for the avoidance of doubt, the construction provided in respect of that expression by the document is not affected by this section in the absence of an agreement to the contrary by the parties to the document.
(5) In this section “company” has the same meaning as it has in section 7.
Act structured to facilitate its use in relation to most common type of company
9. (1) Subject to subsections (3) and (4), all of the law in this Act in relation to private companies limited by shares is to be found in Parts 1 to 14 (or instruments under them) and Schedules 1 to 6.
(2) Subject to subsection (3), all of the law in this Act in relation to other types of company is to be found amongst the provisions of—
F13[(a) Parts 16 to 26 (or instruments under them) and Schedules 7 to 18; and]
(b) Parts 1 to 14 (or instruments under them) and Schedules 1 to 6 as applied or adapted by Parts 16 to 25.
(3) Part 15 (Functions of Registrar and of regulatory and advisory bodies) applies to both—
(a) private companies limited by shares; and
(b) other types of company,
as well as to certain undertakings to which F14[the European Union (Qualifying Partnerships: Accounting and Auditing) Regulations 2019] apply.
(4) Exceptionally, provisions either—
(a) of a miscellaneous nature arising out of the relationship between a private company limited by shares and another company type (such as provisions for re-registration); or
(b) which it would not otherwise be practicable to include in Parts 1 to 14 (such as provisions for a merger between a public limited company and a private company limited by shares), will be found in F13[Parts 16 to 26].
(5) References in Chapter 6 of Part 2, however expressed, to this Part and Parts 2 to 15 having application to a private company limited by shares shall not be read as excluding the application to such a company of provisions of the kind mentioned in subsection (4).
Annotations
Amendments:
F13
Substituted (9.06.2017) by Companies (Accounting) Act 2017 (9/2017), s. 5(a) and (b), S.I. No. 246 of 2017, art. 3, subject to transitional provision in art. 4.
F14
Substituted (1.01.2020) by European Union (Qualifying Partnerships: Accounting and Auditing) Regulations 2019 (S.I. No. 597 of 2019), reg. 4(a), in effect as per reg. 1(2), (3).
Reference in Parts 2 to 14 to company to mean private company limited by shares
10. (1) Unless expressly provided otherwise, a reference in Parts 2 to 14 to a company is a reference to a private company limited by shares.
(2) For the avoidance of doubt, subsection (1) does not apply to the construction of—
(a) the expression “holding company”, where that expression is used without qualification, in Parts 2 to 14; or
(b) any related expression, where used without qualification, in those Parts.
Construction of references to directors, board of directors and interpretation of certain other plural forms
11. (1) References in this Act to the directors of a company shall, where the company has a sole director, be read as references to the director of the company.
(2) References in this Act to the board of directors of a company shall, where the company has a sole director, be read as references to the director of the company.
(3) References in this Act to the members of a company, or the subscribers to a company’s constitution, shall, where the company has a sole member or where there is a single subscriber to its constitution, be read as references to the member of the company or the subscriber to its constitution, as the case may be.
(4) This section is in addition to, and does not derogate from, any special provision in this Act as to the construction of the expression “director” or “member” in a particular case.
(5) This section is without prejudice to the generality of section 18(a) of the Interpretation Act 2005.
Regulations and orders
12. (1) Subject to subsection (2), the Minister may make regulations prescribing anything referred to in this Act as prescribed or to be prescribed.
(2) Subsection (1) does not apply to anything that Part 11 or 15 provides is to be prescribed by another authority.
(3) Every regulation made by the Minister under this Act (other than a regulation referred to in F15[…] 1313 or 1321) or order made by the Minister under this Act (other than an order under section 1(2) or 16(1)) shall be laid before each House of the Oireachtas as soon as may be after it is made and, if a resolution annulling the regulation or order is passed by either such House within the next 21 days on which that House has sat after the regulation or order is laid before it, the regulation or order shall be annulled accordingly but without prejudice to the validity of anything previously done thereunder.
Annotations
Amendments:
F15
Deleted (6.07.2022) by Companies (Corporate Enforcement Authority) Act 2021 (48/2021), s. 5, S.I. No. 335 of 2022.
Editorial Notes:
E9
Power pursuant to subs. (1) exercised (1.10.2023) by Companies Act 2014 (Section 682) Regulations 2023 (S.I. No. 474 of 2023), in effect as per reg. 1(2).
E10
Power pursuant to subs. (1) exercised (11.06.2023) by Companies Act 2014 (Forms) Regulations 2023 (S.I. No. 295 of 2023), in effect as per reg. 1(2).
E11
Power pursuant to subs. (1) exercised (11.06.2023) by Companies Act 2014 (Fees) Regulations 2023 (S.I. No. 294 of 2023), in effect as per reg. 1(2).
E12
Power pursuant to subs. (1) exercised (11.06.2023) by Companies Act 2014 (Section 897) Order 2023 (S.I. No. 293 of 2023), in effect as per reg. 1(2).
E13
Power pursuant to section exercised (9.12.2022) by Companies Act 2014 (Disqualification and Restriction Undertakings) Regulations 2022 (S.I. No. 646 of 2022), in effect as per reg. 2.
E14
Power pursuant to subs. (1) exercised (8.12.2021) by Companies Act 2014 (Section 897) Order 2021 (S.I. No. 676 of 2021, in effect as per reg. 1(2).
E15
Power pursuant to subs. (1) exercised (8.12.2021) by Companies Act 2014 (Prescribed Form and Notice) Regulations 2021 (S.I. No. 675 of 2021, in effect as per reg. 1(2).
E16
Power pursuant to subs. (1) exercised (1.08.2021) by Companies Act 2014 (Forms) Regulations 2021 (S.I. No. 396 of 2021), in effect as per reg. 1(2);
E17
Power pursuant to subs. (1) exercised (31.12.2020 at 11pm) by Companies Act 1990 (Uncertificated Securities) (Amendment) Regulations 2020 (S.I. No. 609 of 2020), in effect as per reg. 1(3).
E18
Power pursuant to subs. (1) exercised (16.12.2020) by Companies Act 2014 (Section 897) Order 2020 (S.I. No. 629 of 2020), in effect as per reg. 1(2).
E19
Power pursuant to subs. (1) exercised (16.12.2020) by Companies Act 2014 (Form and Content of Documents Delivered to Registrar) Regulations 2020 (S.I. No. 628 of 2020), in effect as per reg. 1(2).
E20
Power pursuant to subs. (1) exercised (16.12.2020) by Companies Act 2014 (Forms) Regulations 2020 (S.I. No. 627 of 2020), in effect as per reg. 1(2).
E21
Power pursuant to subs. (1) exercised (19.12.2018) by Companies Act 2014 (Prescribed Professional Bodies) Regulations 2018 (S.I. No. 570 of 2018).
E22
Power pursuant to section exercised (16.07.2018) by Companies Act 2014 (Forms) (No. 2) Regulations 2018 (S.I. No. 242 of 2018), in effect as per art. 1(2).
E23
Power pursuant to section exercised (16.12.2016) by Companies Act 2014 (Forms) Regulations 2016 (S.I. No. 623 of 2016).
E24
Power pursuant to section exercised (23.03.2016) by Companies Act 2014 (Section 839) Regulations 2016 (S.I. No. 147 of 2016).
E25
Power pursuant to section exercised (25.11.2015) by Companies Act 2014 (Section 150) (No. 2) Regulations 2015 (S.I. No. 543 of 2015).
E26
Power pursuant to section exercised (9.11.2015) by Companies Act 2014 (Section 580(4)) (Revocation) Regulations 2015 (S.I. No. 499 of 2015).
E27
Power pursuant to subs. (1) exercised (9.11.2015) by Companies Act 2014 (Section 457 Forms) Regulations 2015 (S.I. 498 of 2015), in effect as per reg. 1.
E28
Power pursuant to section exercised (9.11.2015) by Companies Act 2014 (Section 682) (Revocation) Regulations 2015 (S.I. No. 497 of 2015).
E29
Power pursuant to section exercised (1.06.2015) by Companies Act 2014 (Section 623 Account) Regulations 2015 (S.I. No. 219 of 2015), in effect as per reg. 1.
E30
Power pursuant to section exercised (1.06.2015) by Companies Act 2014 (Section 208 Report) Regulations 2015 (S.I. No. 218 of 2015), in effect as per reg. 1.
E31
Power pursuant to section exercised (1.06.2015) by Companies Act 2014 (Part 14 Prescribed Officers) Regulations 2015 (S.I. No. 216 of 2015), in effect as per reg. 1(2).
E32
Power pursuant to section exercised (1.06.2015) by Companies Act 2014 (Bonding) Order 2015 (S.I. No. 215 of 2015), in effect as per reg. 1.
E33
Power pursuant to section exercised (1.06.2015) by Companies Act 2014 (Recognised Stock Exchanges) Regulations 2015 (S.I. No. 214 of 2015), in effect as per reg. 1.
E34
Power pursuant to section exercised (1.06.2015) by Companies Act 2014 (Forms) (No. 2) Regulations 2015 (S.I. No. 212 of 2015), in effect as per reg. 1(2).
E35
Previous affecting provision: power pursuant to subs. (1) exercised (8.12.2021) by Companies Act 2014 (Fees) (No. 2) Regulations 2021 (S.I. No. 674 of 2021), in effect as per reg. 1(2); revoked (11.06.2023) by Companies Act 2014 (Fees) Regulations 2023 (S.I. No. 294 of 2023), reg. 5, in effect as per reg. 1(2).
E36
Previous affecting provision: power pursuant to subs. (1) exercised (1.08.2021) by Companies Act 2014 (Fees) Regulations 2021 (S.I. No. 395 of 2021), in effect as per reg. 1(2); revoked (8.12.2021) by Companies Act 2014 (Fees) (No. 2) Regulations 2021 (S.I. No. 674 of 2021), reg. 6, in effect as per reg. 1(2).
E37
Previous affecting provision: power pursuant to subs. (1) exercised (16.12.2020) by Companies Act 2014 (Fees) Regulations 2020 (S.I. No. 626 of 2020), in effect as per reg. 1(2); revoked (1.08.2021) by Companies Act 2014 (Fees) Regulations 2021 (S.I. No. 395 of 2021), reg. 5, in effect as per reg. 1(2).
E38
Previous affecting provision: power pursuant to section exercised (21.03.2018) by Companies Act 2014 (Forms) Regulations 2018 (S.I. No. 95 of 2018); revoked (16.12.2020) by Companies Act 2014 (Forms) Regulations 2020 (S.I. No. 627 of 2020), reg. 7, in effect as per reg. 1(2).
E39
Previous affecting provision: power pursuant to section exercised (1.06.2015) by Companies Act 2014 (Section 150) Regulations 2015 (S.I. No. 225 of 2015), in effect as per reg. 1(2); revoked (25.11.2015) by Companies Act 2014 (Section 150) (No. 2) Regulations 2015 (S.I. No. 543 of 2015), reg. 12.
E40
Previous affecting provision: power pursuant to section exercised (1.06.2015) by Companies Act 2014 (Disqualification and Restriction Undertakings) Regulations 2015 (S.I. No. 222 of 2015), in effect as per reg. 2; revoked (9.12.2022) by Companies Act 2014 (Disqualification and Restriction Undertakings) Regulations 2022 (S.I. No. 646 of 2022), reg. 4, in effect as per reg. 2.
E41
Previous affecting provision: power pursuant to section exercised (1.06.2015) by Companies Act 2014 (Section 682) Regulations 2015 (S.I. No. 221 of 2015), in effect as per reg. 1; revoked (9.11.2015) by Companies Act 2014 (Section 682)(Revocation of Statutory Instrument) Regulation 2015 (S.I. No. 497 of 2015), in effect as per reg. 2.
E42
Previous affecting provision: power pursuant to section exercised (1.06.2015) by Companies Act 2014 (Section 580(4) Members’ Voluntary Winding Up Report) Regulations 2015 (S.I. No. 217 of 2015), in effect as per reg. 1; revoked (9.11.2015) by Companies Act 2014 (Section 580(4)) (Revocation of Statutory Instrument) Regulation 2015 (S.I. No. 499 of 2015), in effect as per reg. 2.
E43
Previous affecting provision: power pursuant to section exercised (1.06.2015) by Companies Act 2014 (Fees) Regulations 2015 (S.I. No. 213 of 2015), in effect as per reg. 1(2); revoked (16.12.2020) by Companies Act 2014 (Fees) Regulations 2020 (S.I. No. 626 of 2020), reg. 5, in effect as per reg. 1(2).
F16[Extension of interim period
12A. F17[…]]
Annotations
Amendments:
F16
Inserted (21.08.2020) by Companies (Miscellaneous Provisions (Covid-19) Act 2020 (9/2020), s. 4, S.I. No. 320 of 2020. Note extensions to interim period by statutory instruments made under subs. (1).
F17
Repealed (3.12.2024) by Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 (44/2024), s. 3(1) and sch. 1, S.I. No. 639 of 2024.
Editorial Notes:
E44
Previous affecting provision: power pursuant to subs. (1) exercised (1.01.2024 to 31.12.2024) by Companies Act 2014 (Section 12A(1)) (Covid-19) Order 2023 (S.I. No. 646 of 2023), in effect as per art. 1(2), in respect of certain amendments only; rendered obsolete by deletion of definition of interim period (3.12.2024) as per F-note above.
E45
Previous affecting provision: power pursuant to subs. (1) exercised (1.01.2023 to 31.12.2023) by Companies Act 2014 (Section 12A(1)) (Covid-19) (No. 2) Order 2022 (S.I. No. 648 of 2022), in respect of certain amendments only; period specified elapsed as per art. 3.
E46
Previous affecting provision: power pursuant to subs. (1) exercised (1.05.2022 to 31.12.2022) by Companies Act 2014 (Section 12A(1)) (Covid-19) Order 2022 (S.I. No. 220 of 2022); period specified elapsed as per art. 3.
E47
Previous affecting provision: power pursuant to subs. (1) exercised (1.01.2022 to 30.04.2022) by Companies Act 2014 (Section 12A(1)) (Covid-19) (No. 2) Order 2021 (S.I. No. 725 of 2021); period specified elapsed as per art. 3.
E48
Previous affecting provision: power pursuant to subs. (1) exercised (10.06.2021 to 31.12.2021) by Companies Act 2014 (Section 12A(1)) (Covid-19) Order 2021 (S.I. No. 254 of 2021); period specified elapsed as per art. 3.
E49
Previous affecting provision: power pursuant to subs. (1) exercised (1.01.2021 to 9.06.2021) by Companies Act 2014 (Section 12A(1)) (Covid-19) Order 2020 (S.I. No. 672 of 2020); period specified elapsed as per art. 3.
E50
The section heading is taken from the amending section in the absence of one included in the amendment.
Authentication of certain official documents
13. Any approval, sanction, direction or licence or revocation of licence which, under this Act, may be given or made by the Minister may be signed by any person authorised in that behalf by the Minister.
Expenses
14. The expenses incurred by the Minister in the administration of this Act shall, to such extent as may be sanctioned by the Minister for Public Expenditure and Reform, be paid out of moneys provided by the Oireachtas.
PART 2
INCORPORATION AND REGISTRATION
CHAPTER 1
Preliminary
Definitions (Part 2)
15. In this Part—
F18[“Act of 2010” means the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010;]
“activity” means any activity that a company may be lawfully formed to carry on and includes the holding, acquisition or disposal of property of whatsoever kind;
“existing private company” means a private company limited by shares which—
(a) was incorporated under any former enactment relating to companies (within the meaning of section 5); and
(b) is in existence at the commencement of this section,
but does not include such a company where, subsequent to that commencement, it re-registers as another type of company;
“registered person” shall be read in accordance with section 39(2);
F18[“relevant authorisation” means an authorisation within the meaning of Chapter 9 of Part 4 of the Act of 2010;]
“relevant classification system” means NACE Rev. 2, that is to say, the common basis for statistical classifications of economic activities within the European Community set out in the Annex to Council Regulation (EEC) No. 3037/90 of 9 October 1990 on the statistical classification of economic activities in the European Community, as amended for the time being;
“transition period” means the period expiring 18 months after the commencement of this section.
F18[“trust or company service provider” has the same meaning as it has in Chapter 9 of Part 4 of the Act of 2010;]
Annotations
Amendments:
F18
Inserted (3.12.2024) by Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 (44/2024), s. 5, S.I. No. 639 of 2024.
Extension of transition period in the event of difficulties
16. (1) If, in any respect, any difficulties arise in the operation of the provisions of the Act which, in the opinion of the Minister, necessitate the giving of more time for affected or interested parties to undertake any necessary actions or procedures in the period provided for in the definition of “transition period” in section 15, the Minister may by order substitute a longer period (but not a period of longer than 30 months) for the period mentioned in that definition.
(2) Where it is proposed to make an order under this section, a draft of the order shall be laid before each House of the Oireachtas and the order shall not be made unless a resolution approving of the draft has been passed by each such House.
CHAPTER 2
Incorporation and consequential matters
Way of forming private company limited by shares
17. (1) A company may be formed for any lawful purpose by any person or persons subscribing to a constitution and complying with the requirements of this Part as to registration of a company.
(2) The liability of a member of a company at any time shall be limited to the amount, if any, unpaid on the shares registered in the member’s name at that time.
(3) Subsection (2) is without prejudice to any other liability to which a member may be subject as provided by this Act.
(4) The number of members of a company shall not exceed 149 but, in reckoning that limit, there shall be disregarded any of the following persons.
(5) Those persons are—
(a) a person in the employment of the company who is a member of it;
(b) a person who, having been formerly in the employment of the company, was, while in that employment, and has continued after the termination of the employment to be, a member of it.
(6) Where 2 or more persons hold one or more shares in a company jointly, they shall, for the purposes of this section, be treated as a single member.
(7) Any registration of a person as a member of a company in excess of the limit provided by subsection (4) shall be void.
Company to carry on activity in the State and prohibition of certain activities
18. (1) A company shall not be formed or registered unless it appears to the Registrar that the company, when registered, will carry on an activity in the State.
(2) A company shall not carry on the activity of a credit institution or an insurance undertaking.
Form of the constitution
19. (1) The constitution of a company shall state—
(a) the company’s name;
(b) that it is a private company limited by shares registered under this Part;
(c) that the liability of its members is limited;
(d) as respects its share capital, either—
(i) the amount of share capital with which it proposes to be registered (“its authorised share capital”), and the division of that capital into shares of a fixed amount specified in the constitution, or
(ii) without stating such amount, that the share capital of the company shall, at the time of its registration, stand divided into shares of a fixed amount specified in the constitution;
(e) the number of shares (which shall not be less than one) taken by each subscriber to the constitution; and
(f) if the company adopts supplemental regulations, those regulations.
(2) The constitution shall—
(a) be in a form in accordance with the form set out in Schedule 1 or as near to it as circumstances permit;
(b) be divided into paragraphs numbered consecutively; and
(c) either—
(i) be signed by each subscriber in the presence of at least one witness who shall attest the signature; or
(ii) be authenticated in the manner referred to in section 888.
(3) Where, subsequent to its registration, an amendment of the constitution is made affecting the matter of share capital, or another matter, referred to in subsection (1), that subsection shall be read as requiring the constitution to state the matter as it stands in consequence of that amendment.
Restriction on amendment of constitution
20. A company may not amend the provisions contained in its constitution except in the cases, in the manner and to the extent for which express provision is made in this Act.
Registration of constitution
21. (1) The constitution of a company shall be delivered for registration to the Registrar together with—
(a) the statement and consent referred to in section 22; and
(b) the declaration referred to in section 24, and, where appropriate—
(i) the bond referred to in section 22(6);
(ii) the statement referred to in section 23.
(2) The Registrar shall not register a constitution delivered for registration under this section unless he or she is satisfied that all the requirements of this Act in respect of registration and of matters precedent and incidental thereto have been complied with.
Statement to be delivered with constitution
22. (1) In this section—
(a) a reference to a statement is to the statement required to be delivered by section 21(1)(a); and
(b) a reference to a company is to the company to which such statement relates.
(2) The statement shall be in the prescribed form and shall state:
(a) the name of each of the persons who are to be the first directors of the company;
(b) the name of the person who is, or of each of the persons who are, to be the first secretary or joint secretaries of the company;
(c) the name of the person (if any) who is, or of each of the persons (if any) who are, to be the first assistant or deputy secretary or secretaries of the company;
(d) the address of the company’s registered office; and
(e) the place (whether in the State or not) where the central administration of the company will normally be carried on,
and the particulars (in relation to any foregoing person) specified in subsection (3) and any other particulars that may be prescribed in relation to such a person or in relation to any other foregoing matter.
(3) The particulars referred to in subsection (2) are—
(a) in relation to a person named as director of the company concerned, all particulars which are, in relation to a director, required pursuant to subsection (2) of section 149 to be contained in the register kept under that section;
(b) in relation to a person named as secretary, or as one of the joint secretaries, all particulars which are, in relation to the secretary or to each joint secretary, required pursuant to subsection (5) of section 149 to be contained in the register kept under that section; and
(c) in relation to a person named as assistant or deputy secretary, all particulars which are, in relation to an assistant or deputy secretary, required pursuant to subsection (7) of section 149 to be contained in the register kept under that section.
(4) Where the constitution is delivered, pursuant to section 21, to the Registrar by a person (the “agent”) as agent for the person or persons who have subscribed to the constitution, the statement shall so specify and shall specify the name and address of the agent.
(5) Subsections (2) and (3) are without prejudice to subsection (7).
(6) Where no person referred to in subsection (2)(a) is resident in an EEA state, there shall be delivered for registration a bond as provided by section 137(2).
(7) In respect of the activity, or one of the activities, to be carried on by the company in the State, the statement shall contain the following particulars:
(a) if it appears to the person making the statement that the activity belongs to a division, group and class appearing in the relevant classification system—
(i) the general nature of the activity; and
(ii) the division, group and class in that system to which the activity belongs;
(b) if it appears to that person that the activity does not belong to any such division, group and class, a precise description of the activity;
(c) the place or places in the State where it is proposed to carry on the activity.
(8) For the purposes of subsection (7), if the purpose or one of the purposes for which the company is being formed is the carrying on of 2 or more activities in the State, the particulars in respect of the matters referred to in paragraphs (a) to (c) of that subsection to be given in the statement shall be the particulars that relate to whichever of those activities the person making the statement considers to be the principal activity for which the company is being formed to carry on in the State.
(9) The statement shall—
(a) be signed by or on behalf of each subscriber to the constitution of the company or be authenticated in the manner referred to in section 888; and
(b) be accompanied by a consent that is either—
(i) signed by each of the persons named in the statement as a director, secretary or joint secretary or assistant or deputy secretary to act in that capacity, or
(ii) authenticated in the manner referred to in section 888.
(10) Section 223(3), in the case of a director, and section 226(5), in the case of a secretary, requires the inclusion of a particular statement in a foregoing consent by him or her.
Annotations
Editorial Notes:
E51
Power pursuant to subs. (2) exercised (11.06.2023) by Companies Act 2014 (Forms) Regulations 2023 (S.I. No. 295 of 2023), in effect as per reg. 1(2).
E52
Power pursuant to subs. (2) exercised (16.12.2020) by Companies Act 2014 (Forms) Regulations 2020 (S.I. No. 627 of 2020), in effect as per reg. 1(2).
Additional statement to be furnished in certain circumstances
23. (1) If any person named in the statement to be delivered under section 21(1)(a) as a director of the company concerned is a person who is disqualified under the law of another state (whether pursuant to an order of a judge or a tribunal or otherwise) from being appointed or acting as a director or secretary of a body corporate or an undertaking, that person has the following obligation.
(2) That obligation is to ensure that the foregoing statement is accompanied by (but as a separate document from that statement) a statement in the prescribed form signed by him or her, or authenticated in the manner referred to in section 888, specifying—
(a) the jurisdiction in which he or she is so disqualified;
(b) the date on which he or she became so disqualified; and
(c) the period for which he or she is so disqualified.
Declaration to be made to Registrar
24. (1) In this section—
(a) a reference to a declaration is to the declaration required to be delivered by section 21(1)(b); and
(b) a reference to a company is to the company to which such declaration relates.
(2) The declaration shall state that—
(a) all the requirements in respect of registration of the company and of matters precedent and incidental thereto have been complied with;
(b) the purpose, or one of the purposes, for which the company is being formed is the carrying on by it of an activity in the State; and
(c) the particulars contained in the statement delivered under section 21(1)(a) are correct.
(3) The declaration shall be made by—
(a) one of the persons named in the statement delivered under section 21(1)(a) as directors of the company;
(b) the person or, as the case may be, one of the persons named in that statement as secretary or joint secretaries of the company; or
(c) the solicitor, if any, engaged in the formation of the company.
(4) The Registrar may accept the declaration as sufficient evidence that all the requirements in respect of registration of the company and of matters precedent and incidental thereto have been complied with and, in particular, that there have been complied with—
(a) the requirements mentioned in section 22 and, where appropriate, section 23; and
(b) the requirement mentioned in section 18.
Effect of registration
25. (1) On the registration of the constitution of a company, the Registrar shall certify in writing that the company is incorporated and shall issue to the company a certificate of incorporation in respect of it.
(2) From the date of incorporation mentioned in the certificate of incorporation, the subscriber or subscribers to the constitution, together with such other persons as may from time to time become members of the company, shall be a body corporate with the name contained in the constitution, having perpetual succession and a common seal.
(3) The certificate of incorporation issued under subsection (1) shall state that the company is a private company limited by shares.
(4) A certificate of incorporation issued under subsection (1) shall be conclusive evidence that the requirements of section 21 have been complied with, and that the company is duly registered under this Act.
(5) The persons who are specified in the statement required to be delivered to the Registrar by section 21(1)(a) as the director or directors, secretary or joint secretaries or assistant or deputy secretary or secretaries of the company to which the statement refers shall, on the incorporation of the company, be deemed to have been appointed as the first director or directors, secretary or joint secretaries or assistant or deputy secretary or secretaries, as the case may be, of the company.
(6) Any indication in the constitution, as delivered under section 21 for registration, specifying a person as a director or secretary (including any assistant or deputy secretary) of a company shall be void unless such person is specified as a director or as secretary (or, as the case may be, assistant or deputy secretary) in the foregoing statement.
(7) Subsection (5) does not operate to deem a person appointed as a director or secretary (including any assistant or deputy secretary) of a company where—
(a) he or she is disqualified under this Act from being appointed a director, secretary, assistant or deputy secretary, as the case may be, of a company; or
(b) in the case of a director or secretary, a provision of this Act provides that the person’s appointment as such in the circumstances is void.
Provisions as to names of companies
26. (1) The name of a company shall end with one of the following:
— limited;
— teoranta.
(2) The word “limited” may be abbreviated to “ltd.” (including that abbreviation in capitalised form) in any usage after the company’s registration by any person including the company.
(3) The word “teoranta” may be abbreviated to “teo.” (including that abbreviation in capitalised form) in any usage after the company’s registration by any person including the company.
(4) A company carrying on business under a name other than its corporate name shall register in the manner directed by law for the registration of business names but the use of the abbreviation set out in subsection (2) or (3) shall not of itself render such registration necessary.
(5) No company shall be registered on—
(a) its incorporation; or
(b) should such occur, its re-registration, merger or division,
by a name which, in the opinion of the Registrar, is undesirable.
(6) An appeal shall lie to the court against a refusal by the Registrar to register a company (in any of the circumstances referred to in paragraph (a) or (b) of subsection (5)) on the ground there referred to.
Trading under a misleading name
27. (1) Neither a body that is not a company nor an individual shall carry on any trade, profession or business under a name which includes, as its last part, the word “limited” or the words “company limited by shares” or any abbreviations of any of the foregoing words.
(2) If a body or individual contravenes subsection (1), the body or individual and, in the case of a body, any officer of it who is in default, shall be guilty of a category 3 offence.
(3) Subsection (1) as it relates to the use of the word “limited”, or any abbreviation of that word, shall not apply to a society registered under the Industrial and Provident Societies Acts 1893 to 2014.
F19[(3A) Subsection (1) as it relates to the use of the word "limited", or any abbreviation of that word, shall not apply to a limited liability partnership (within the meaning of the Legal Services Regulation Act 2015).]
(4) A company shall not, in the following circumstances, use a name which may reasonably be expected to give the impression that it is any type of company other than a private company limited by shares or that it is any other form of body corporate.
(5) Those circumstances are circumstances in which the fact that it is a private company limited by shares is likely to be material to any person.
(6) If a company contravenes subsection (4), the company and any officer of it who is in default shall be guilty of a category 3 offence.
(7) Subsection (1) shall not apply to any company—
(a) to which Part 21 applies, and
(b) which has provisions in its constitution that would entitle it to rank as a private company limited by shares (whether under this Part or Part 16) if it had been registered in the State.
Annotations
Amendments:
F19
Inserted (7.10.2019) by Legal Services Regulation Act 2015 (65/2015), s. 132, S.I. No. 501 of 2019.
Reservation of a company name
28. (1) In this section—
“reserved” means reserved under subsection (4) for the particular purpose mentioned in subsection (2);
“specified period” means the period specified in the relevant notification made by the Registrar under subsection (5).
(2) A person may apply to the Registrar to reserve a specified name for either of the following purposes, namely—
(a) the purpose of a company that is proposed to be formed by that person being incorporated with that name;
(b) the purpose of a company changing its name to that name,
and, in either such case, such an application shall be accompanied by the prescribed fee.
(3) In subsection (2), “person” means, for the purposes of paragraph (b) of it, the company referred to in that paragraph.
(4) On the making of such an application, the Registrar may, subject to subsection (7), determine that the name specified in the application shall be reserved for the particular purpose mentioned in subsection (2).
(5) That determination shall be notified to the applicant by the Registrar and that notification shall specify the period for which the name is reserved.
(6) The specified period shall not be greater than 28 days and shall be expressed to begin on the making of the notification.
(7) A name shall not be reserved that, in the opinion of the Registrar, is undesirable.
(8) A person in whose favour a name has been reserved may, before the expiry of the specified period, apply to the Registrar for an extension of the specified period; such an application shall be accompanied by the prescribed fee.
(9) On the making of such an application, the Registrar may, if he or she considers it appropriate to do so, extend the specified period for such number of days (not exceeding 28 days) as the Registrar determines and specifies in a notification of the determination to the applicant.
Annotations
Editorial Notes:
E53
Power pursuant to subss. (2), (8) exercised (11.06.2023) by Companies Act 2014 (Fees) Regulations 2023 (S.I. No. 294 of 2023), in effect as per reg. 1(2).
E54
Previous affecting provision: power pursuant to subss. (2), (8) exercised (8.12.2021) by Companies Act 2014 (Fees) (No. 2) Regulations 2021 (S.I. No. 674 of 2021), in effect as per reg. 1(2); revoked (11.06.2023) by Companies Act 2014 (Fees) Regulations 2023 (S.I. No. 294 of 2023), reg. 5, in effect as per reg. 1(2).
E55
Previous affecting provision: power pursuant to subs. (2), (8) exercised (1.08.2021) by Companies Act 2014 (Fees) Regulations 2021 (S.I. No. 395 of 2021), in effect as per reg. 1(2); revoked (8.12.2021) by Companies Act 2014 (Fees) (No. 2) Regulations 2021 (S.I. No. 674 of 2021), reg. 6, in effect as per reg. 1(2).
E56
Previous affecting provision: power pursuant to subss. (2), (8) exercised (16.12.2020) by Companies Act 2014 (Fees) Regulations 2020 (S.I. No. 626 of 2020), in effect as per reg. 1(2); revoked (1.08.2021) by Companies Act 2014 (Fees) Regulations 2021 (S.I. No. 395 of 2021), reg. 5, in effect as per reg. 1(2).
E57
Previous affecting provision: power pursuant to subss. (2), (8) exercised (1.06.2015) by Companies Act 2014 (Fees) Regulations 2015 (S.I. No. 213 of 2015), in effect as per reg. 1(2); revoked (16.12.2020) by Companies Act 2014 (Fees) Regulations 2020 (S.I. No. 626 of 2020), reg. 5, in effect as per reg. 1(2).
Effect of reservation of name
29. (1) During the specified period and any extension under section 28(9) of that period, a company shall neither—
(a) be incorporated with a particular reserved name save on application of the person in whose favour that name has been reserved; nor
(b) be incorporated with a name that, in the opinion of the Registrar, is too like a particular reserved name.
(2) During the specified period and any extension under section 28(9) of that period, a company shall neither—
(a) change its name to a particular reserved name (unless it is the company in whose favour the name has been reserved); nor
(b) change its name to a name that, in the opinion of the Registrar, is too like a particular reserved name.
(3) If an application for the incorporation of a company with a name that has been reserved under section 28 is received by the Registrar during the specified period (or any extension of it granted under section 28(9)) from the person in whose favour the name has been so reserved, the fee payable to the Registrar in respect of that incorporation shall be reduced by an amount equal to the amount of the fee paid under section 28(2) in respect of the reservation of that name.
(4) In this section “reserved” and “specified period” have the same meaning as they have in section 28.
Change of name
30. (1) A company may, by special resolution and with the approval of the Registrar, signified in writing, change its name.
(2) Subsection (3) applies if, through inadvertence or otherwise, a company is registered by a name (whether on its first registration, or on its registration by a new name) which, in the opinion of the Registrar, is too like the name by which a company in existence is already registered.
(3) Where this subsection applies the first-mentioned company in subsection (2)—
(a) with the approval of the Registrar — may change its name; or
(b) if, within 6 months after the date of its being registered by the first-mentioned name in subsection (2), the Registrar directs it to do so — shall change its name.
(4) A direction under subsection (3)(b) shall be complied with within a period of 6 weeks after the date of its being given or such longer period as the Registrar may think fit to allow.
(5) Where a company changes its name under this section, the Registrar shall enter the new name in the register in place of the former name, and shall issue a certificate of incorporation altered to meet the circumstances of the case.
(6) A change of name by a company under this section shall not affect any rights or obligations of the company, or render defective any legal proceedings by or against the company, and any legal proceedings which might have been continued or commenced against it by its former name may be continued or commenced against it by its new name.
(7) A company which was registered by a name specified by statute, may, notwithstanding anything contained in that statute, change its name in accordance with subsection (1), but, if the Registrar is of the opinion that any Minister of the Government is concerned in the administration of the statute which specified the name of the company, the Registrar shall not approve of the change of name save after consultation with that Minister of the Government.
(8) If a company fails to comply with a direction under subsection (3)(b) within the period provided under subsection (4), the company and any officer of it who is in default shall be guilty of a category 4 offence.
Effect of constitution
31. (1) Subject to the provisions of this Act, the constitution shall, when registered, bind the company and the members of it to the same extent as if it had been signed and sealed by each member, and contained covenants by the company and each member to observe all the provisions of the constitution and any provision of this Act as to the governance of the company.
(2) For the avoidance of doubt, in subsection (1) the reference to any provision of this Act as to the governance of the company includes a reference to any provision of this Act that commences with words to the effect that the provision applies save where the company’s constitution provides otherwise or otherwise contains a qualification on the provision’s application by reference to the company’s constitution.
(3) All money payable by any member to the company under the constitution shall be a debt due from him or her to the company.
(4) An action to recover a debt created by this section shall not be brought after the expiration of 12 years after the date on which the cause of action accrued.
Amendment of constitution by special resolution
32. (1) Subject to the provisions of this Act, a company may by special resolution amend its constitution.
(2) Any amendment so made of the constitution shall, subject to the provisions of this Act, be as valid as if originally contained therein, and be subject in like manner to amendment by special resolution.
(3) Where any amendment is made to a company’s constitution notice of which section 33 requires to be published as therein mentioned, the company shall deliver to the Registrar, in addition to the amendment, a copy of the text of the constitution as so amended.
(4) Subject to subsection (5), and notwithstanding anything in the constitution of a company, no member of the company shall be bound by an amendment made to the constitution after the date on which he or she became a member, if and so far as the amendment—
(a) requires him or her to take or subscribe for more shares than the number held by him or her at the date on which the amendment is made, or
(b) in any way increases his or her liability as at the date referred to in paragraph (a) to—
(i) contribute to the share capital of the company, or
(ii) otherwise pay money to the company.
(5) Subsection (4) shall not apply in any case where the member agrees in writing, either before or after the amendment is made, to be bound by the amendment.
Publication of notices
33. (1) The Registrar shall publish in the CRO Gazette notice of the delivery to or the issue by the Registrar of the following documents and particulars—
(a) any certificate of incorporation of the company;
(b) the constitution of the company;
(c) any document making or evidencing an amendment of its constitution;
(d) every amended text of its constitution;
(e) any return relating to its register of directors or notification of a change among its directors;
(f) any return relating to the persons, other than the board of directors, authorised to enter into transactions binding the company, or notification of a change among such persons;
(g) its annual return and the financial statements that are required to be published in accordance with Part 6;
(h) any notice of the situation of its registered office, or of any change therein;
(i) any copy of a winding up order in respect of the company;
(j) any copy of an order for the dissolution of the company on a winding up;
(k) any return by the liquidator of the final meeting of the company on a winding up;
(l) any notice of the appointment of a liquidator in a voluntary winding up of the company.
(2) The publication referred to in subsection (1) shall occur within 10 days after the date of the relevant delivery or issue.
Language of documents filed with Registrar
34. (1) Without prejudice to any other provisions on the language of documents, any document delivered to the Registrar shall be in the Irish or English language.
(2) A translation of any such document may be delivered to the Registrar in any official language of the European Union.
(3) Every translation referred to in subsection (2) shall be certified, in a manner approved by the Registrar, to be a correct translation.
(4) In any case of a discrepancy between a document delivered as mentioned in subsection (1) and a translation of it delivered pursuant to subsection (2), the latter may not be relied upon by the company against a third party. A third party may, nevertheless, rely on that translation against the company, unless the company proves that the third party had knowledge of the document delivered as mentioned in subsection (1).
(5) In subsection (4), “third party” means a person other than the company or a member, officer or employee of it.
Authorisation of an electronic filing agent
35. (1) A company may authorise a person (who shall be known and is in this Act referred to as an “electronic filing agent”) to do the following acts on its behalf.
(2) Those acts are—
(a) the electronic signing of documents that are required or authorised, by or under this Act or any other enactment, to be delivered by the company to the Registrar; and
(b) the delivery to the Registrar, by electronic means, of those documents so signed.
(3) The authorisation of a firm (not being a body corporate) by its firm name to do the foregoing acts on behalf of a company shall operate to authorise the following persons to do those acts on the company’s behalf, namely those persons who are from time to time during the currency of the authorisation the partners in that firm as from time to time constituted.
(4) Subject to the following conditions being satisfied, an act of the foregoing kind done by such an agent on behalf of a company pursuant to an authorisation by the company under this section that is in force shall be as valid in law as if it had been done by the company (and the requirements of this Act or the other enactment concerned with respect to the doing of the act have otherwise been complied with (such as with regard to the period within which the act is to be done)).
(5) The conditions mentioned in subsection (4) are—
(a) that prior to the first instance of the electronic filing agent’s doing of an act of the kind referred to in subsection (2), pursuant to an authorisation by the company concerned under this section, the authorisation of the agent has been notified by the company to the Registrar in the prescribed form; and
(b) the doing of the act complies with any requirements of the Registrar of the kind referred to in sections 12(2)(b) and 13(2)(a) of the Electronic Commerce Act 2000.
(6) It shall be the joint responsibility of a company and the electronic filing agent authorised by it under this section to manage the control of the documents referred to in subsection (2).
F20[(7) An electronic filing agent shall not, by virtue of his or her authorisation under this section to act as such, be regarded as an officer or servant of the company concerned for the purposes of F21[section 1535(2) or (3)].]
Annotations
Amendments:
F20
Substituted (17.06.2016) by European Union (Statutory Audits) (Directive 2006/43/EC, as amended by Directive 2014/56/EU, and Regulation (EU) No 537/2014) Regulations 2016 (S.I. No. 312 of 2016), reg. 7, in effect as per regs. 1(2), 3 and subject to transitional provision in reg. 143.
F21
Substituted (21.09.2018) by Companies (Statutory Audits) Act 2018 (22/2018), s. 5, S.I. No. 366 of 2018.
F22
Substituted by Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 (44/2024), s 6(a), not commenced as of date of revision.
F23
Inserted by Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 (44/2024), s 6(b), not commenced as of date of revision.
Modifications (not altering text):
C14
Prospective affecting provision: subs. (1) substituted and subss. (8) to (10) inserted by Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 (44/2024), s. 6, not commenced as of date of revision.
F22[(1) A company may authorise an electronic filing agent to do the following acts on its behalf.]
F23[(8) (a) The Registrar may, on application made to him or her by a person in the prescribed form, approve the person to act as an electronic filing agent for the purposes of this section, and a person so approved shall be known, and is in this Act referred to, as an “electronic filing agent”.
(b) Where an application under paragraph (a) is made by a trust or company service provider, the Registrar shall not grant approval under that paragraph unless the person is the holder of a relevant authorisation.
(c) The Registrar shall withdraw an approval granted under paragraph (a) where the person ceases to be the holder of a relevant authorisation.
(9) (a) The approval of a firm (not being a body corporate) by its firm name to act as an electronic filing agent for the purposes of this section shall operate as an approval of the following persons to act as electronic filing agent for the purposes of this section, namely those persons who are from time to time during the currency of the approval the partners in that firm as from time to time constituted.
(b) A firm approved under this section shall notify the Registrar in the prescribed form of any change in the partners in the firm as referred to in paragraph (a) during the currency of the approval.
(10) (a) Subject to paragraph (b), where the authorisation of an electronic filing agent under this section is notified to the Registrar in accordance with subsection (5) before the coming into operation of subsection (8), the electronic filing agent shall be deemed to be approved by the Registrar under subsection (8) to act as an electronic filing agent for the purposes of this section.
(b) Paragraph (a) shall not apply to an electronic filing agent that is a trust or company service provider unless the agent is the holder of a relevant authorisation.]
Revocation of the authorisation of an electronic filing agent
36. (1) A company may revoke an authorisation by it under section 35 of an electronic filing agent.
(2) Such a revocation by a company shall be notified by it, in the prescribed form, to the Registrar.
(3) Unless and until the revocation is so notified to the Registrar, the authorisation concerned shall be deemed to subsist and, accordingly, to be still in force for the purposes of section 35(4).
(4) If a revocation, in accordance with this section, of an authorisation under section 35 constitutes a breach of contract or otherwise gives rise to a liability being incurred—
(a) the fact that it constitutes such a breach or otherwise gives rise to a liability being incurred does not affect the validity of the revocation for the purposes of section 35; and
(b) the fact of the revocation being so valid does not remove or otherwise affect any cause of action in respect of that breach or the incurring of that liability.
Copies of constitution to be given to members
37. (1) A company shall, on being so requested by any member, send to him or her a copy of its constitution—
(a) free of charge, and
(b) in the event of a second or subsequent such request by the member (the first request by him or her having been complied with) on payment to it of €5.00.
(2) Where an amendment is made of the constitution of a company, every copy of the constitution issued after the date of the amendment shall be in accordance with the amendment.
(3) If a company contravenes this section, the company and any officer of it who is in default shall be guilty of a category 4 offence.
CHAPTER 3
Corporate capacity and authority
Capacity of private company limited by shares
38. (1) Subject to subsection (2), notwithstanding anything contained in its constitution a company shall have, whether acting inside or outside of the State—
(a) full and unlimited capacity to carry on and undertake any business or activity, do any act or enter into any transaction; and
(b) for the purposes of paragraph (a), full rights, powers and privileges.
(2) Nothing in subsection (1) shall relieve a company from any duty or obligation under any enactment or the general law.
Registered person
39. (1) Where the board of directors of a company authorises any person as being a person entitled to bind the company (not being an entitlement to bind that is, expressly or impliedly, restricted to a particular transaction or class of transactions), the company may notify the Registrar in the prescribed form of the authorisation and the Registrar shall register the authorisation.
(2) A person so authorised, where his or her authorisation is registered in the foregoing manner, is referred to in this Act as a “registered person”; where, in a provision of this Act, that expression appears without qualification, it shall be taken as a reference to a registered person authorised by the board of the directors of the company to which the provision falls to be applied.
(3) Where the board of directors of a company revokes an authorisation of a person as a person entitled to bind the company (being an authorisation notified to the Registrar in the prescribed form), the person shall, notwithstanding that revocation, continue to be regarded for the purposes of this Act as a registered person unless and until the company notifies the Registrar in the prescribed form of that revocation.
(4) References in this section to a person’s entitlement to bind the company are references to his or her authority to exercise any power of the company and to authorise others to do so.
(5) In subsection (4) “power of the company” does not include—
(a) any power of management of the company exercisable by its board of directors (as distinct from any power of the board to enter into transactions with third parties), or
(b) a power of the company which this Act requires to be exercised otherwise than by its board of directors.
(6) For the avoidance of doubt, for the purposes of this section the provisions of a company’s constitution with regard to a person’s office or powers shall not, in themselves, be taken as an authorisation by the board of the directors of the company of the person as a person entitled to bind the company.
Persons authorised to bind company
40. (1) For the purposes of any question whether a transaction fails to bind a company because of an alleged lack of authority on the part of the person who exercised (or purported to exercise) the company’s powers, the following, namely—
(a) the board of directors of the company; and
(b) any registered person,
shall each be deemed to have authority to exercise any power of the company and to authorise others to do so.
(2) Subsection (1) applies regardless of any limitations in the company’s constitution on the board’s authority or a registered person’s authority, but subject to subsections (5) and (8).
(3) Subsection (1) is not to be read as preventing the exercise of a company’s powers otherwise than by the board, a registered person or a person authorised by the board or by a registered person, where authority for that exercise exists.
(4) Subsection (1) does not affect—
(a) a director’s duties (including a director’s duty to observe any limitations in the company’s constitution on the board’s authority), or his or her liability in respect of any breach of those duties; or
(b) any duty arising on the part of any other person concerned in the transaction (including the registered person) or his or her liability in respect of any breach of that duty.
(5) Where a company is purportedly a party to a transaction—
(a) in connection with which the board of directors exceeded limitations in the company’s constitution on their authority; and
(b) to which a person referred to in subsection (6) is also a party,
subsection (1) does not apply in favour of the person so referred to.
(6) Each of the following is a person mentioned in subsection (5)(b):
(a) a director or shadow director of the company or of its holding company;
(b) a person connected with such a director;
(c) a registered person;
(d) a person connected with a registered person,
and in this subsection references to a person’s being connected with—
(i) a director or shadow director are to be read in accordance with section 220; or
(ii) a registered person are to be read in accordance with section 220 as that section is applied by subsection (7).
(7) For the purpose of subsection (6)(ii), section 220 applies as if—
(a) for each reference in subsections (1), (2), (3) and (8) to a director of a company there were substituted a reference to the registered person;
(b) for the first reference and the third reference in subsection (5) to a director of a company there were substituted a reference to the registered person;
(c) the references in subsection (5) to another director or directors included references to one or more other registered persons; and
(d) the reference in subsection (6)(b) to a director included a reference to a registered person.
(8) In subsection (1) “power of the company” does not include—
(a) with reference to any registered person, the power of management referred to in section 39(5)(a), and
(b) with reference to the board of directors or any registered person, the power referred to in section 39(5)(b).
(9) Without prejudice to subsection (1), in determining any question whether a person had ostensible authority to exercise any of a companyÁs powers in a given case, no reference may be made to the company’s constitution.
(10) In this section a reference—
(a) to limitations in a companyÁs constitution includes a reference to limitations deriving from—
(i) a resolution of the company or of any class of its members; or
(ii) any agreement between the members of the company or of any class of its members;
(b) to a transaction includes a reference to any act or omission.
(11) This section is in addition to, and not in substitution for, the Rule in Royal British Bank v. Turquand.
Powers of attorney
41. (1) Notwithstanding anything in its constitution, a company may empower any person, either generally or in respect of any specified matters, as its attorney, to execute deeds or do any other matter on its behalf in any place whether inside or outside the State.
(2) A deed signed by such attorney on behalf of the company shall bind the company and have the same effect as if it were under its common seal.
CHAPTER 4
Contracts and other transactions
Form of contracts
42. (1) Contracts on behalf of a company may be made as follows—
(a) a contract which, if made between natural persons, would be by law required to be in writing and to be under seal, may be made on behalf of the company in writing under the common seal of the company;
(b) a contract which, if made between natural persons, would be by law required to be in writing, signed by the parties to be charged therewith, may be made on behalf of the company in writing, signed by any person acting under its authority, express or implied;
(c) a contract which, if made between natural persons, would by law be valid although made by parol only, and not reduced into writing may be made by parol on behalf of the company by any person acting under its authority, express or implied.
(2) A contract made according to this section shall bind the company and its successors and all other parties to it.
(3) A contract made according to this section may be varied or discharged in the same manner in which it is authorised by this section to be made.
The common seal
43. (1) A company shall have a common seal or seals that shall state the company’s name, engraved in legible characters.
(2) Save as otherwise provided by this Act or by the constitution of the company—
(a) a company’s seal shall be used only by the authority of its directors, or of a committee of its directors authorised by its directors in that behalf; and
(b) any instrument to which a company’s seal shall be affixed shall be—
(i) signed by a director of it or by some other person appointed for the purpose by its directors or by a foregoing committee of them; and
(ii) be countersigned by the secretary or by a second (if any) director of it or by some other person appointed for the purpose by its directors or by a foregoing committee of them.
(3) Save as otherwise provided by the constitution of the company, if there be a registered person in relation to a company, the company’s seal may be used by such person and any instrument to which the company’s seal shall be affixed when it is used by the registered person shall be signed by that person and countersigned—
(a) by the secretary or a director of the company; or
(b) by some other person appointed for the purpose by its directors or a committee of its directors authorised by its directors in that behalf.
F24[Execution of instruments during interim period
F25[43A. (1) Subsections (2) to (4) apply in relation to a company notwithstanding any provision of—
(a) section 43(2)(b) or (3), or
(b) the company’s constitution.
(2) As respects an instrument to be made or executed by a company, other than an instrument to which subsection (3) applies, such an instrument may consist of several documents in like form if—
(a) one such document is signed by a person referred to in section 43(2)(b)(i),
(b) one such document is signed by a person referred to in section 43(2)(b)(ii), and
(c) one such document has the company’s seal affixed to it.
(3) As respects an instrument to be made or executed by a registered person in exercise of the powers of a company, such an instrument may consist of several documents in like form if—
(a) one such document is signed by the registered person,
(b) one such document is signed by a person referred to in section 43(2)(b)(i),
(c) one such document is signed by a person referred to in section 43(2)(b)(ii), and
(d) one such document has the company’s seal affixed to it.
(4) An instrument consisting of several documents that comply with subsection (2) or (3) shall be valid and effective for all purposes as if the documents were, taken together, one document.]]
Annotations
Amendments:
F24
Inserted (21.08.2020) by Companies (Miscellaneous Provisions (Covid-19) Act 2020 (9/2020), s. 5, S.I. No. 320 of 2020. Note extension of interim period by statutory instrument made under s. 12A was NOT renewed in relation to this section by Companies Act 2014 (Section 12A(1)) (Covid-19) (No. 2) Order 2022 (S.I. No. 648 of 2022) from 31.12.2022.
F25
Substituted (3.12.2024) by Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 (44/2024), s. 7, S.I. No. 639 of 2024.
Editorial Notes:
E58
The section heading is taken from the amending section in the absence of one included in the amendment.
Power for company to have official seal for use abroad
44. (1) In this section—
“official seal”, in relation to a company, means the official seal referred to in subsection (2);
“place abroad” means any territory, district or place not situate in the State.
(2) A company may, if authorised by its constitution, have for use in any place abroad an official seal which shall resemble the common seal of the company with the addition on its face of the name of every place abroad where it is to be used.
(3) A deed or other document to which an official seal is duly affixed shall bind the company as if it had been sealed with the common seal of the company.
(4) A company having an official seal for use in any place abroad may, by writing under its common seal, authorise any person appointed for the purpose in that place (the “agent”) to affix the official seal to any deed or other document to which the company is party in that place.
(5) The authority of the agent shall, as between the company and any person dealing with the agent, continue during the period, if any, mentioned in the instrument conferring the authority, or, if no period is there mentioned, then until the notice of revocation or determination of the agent’s authority has been given to the person dealing with him or her.
(6) The person affixing an official seal shall, by writing under his or her hand, certify on the deed or other instrument to which the seal is affixed, the date on which and the place at which it is affixed.
Annotations
Modifications (not altering text):
C15
Subss. (3)-(6) applied with modifications by Hallmarking Act 1981 (18/1981), s. 4C(6) as inserted (30.09.2019) by Hallmarking (Amendment) Act 2019 (2/2019), s. 6, S.I. No. 439 of 2019.
Certain powers of the Company for purposes of sections 4A and 4B
4C. ...
(6) Subsections (3) to (6) of section 44 of the Companies Act 2014 shall apply with any necessary modifications to the Company as if it were a company authorised by its constitution to have for use in any place abroad an official seal.
...
Pre-incorporation contracts
45. (1) Any contract or other transaction (including any application to any lawful authority) purporting to be entered into by a company prior to its formation, or by any person on behalf of the company prior to its formation, may be ratified by the company after its formation.
(2) Upon such contract or other transaction being so ratified, the company shall become bound by it and entitled to the benefit of it as if the company had been in existence at the date of such contract or other transaction and had been a party to it.
(3) Prior to such ratification (if any) by the company, the person or persons who purported to act in the name or on behalf of the company shall, in the absence of express agreement to the contrary, be personally bound by the contract or other transaction and entitled to the benefit of it.
Bills of exchange and promissory notes
46. A bill of exchange or promissory note shall be deemed to have been made, accepted or endorsed on behalf of a company, if made, accepted or endorsed in the name of or by or on behalf or on account of, the company by a person acting under its authority.
Liability for use of incorrect company name
47. (1) If an officer of a company or any person on its behalf does any of the following things, the officer or person shall be guilty of a category 4 offence.
(2) Those things are:
(a) uses or authorises the use of any seal purporting to be a seal of the company on which its name is not engraved in legible characters;
(b) issues or authorises the issue of any business letter of the company or any notice or other official publication of the company, or signs or authorises to be signed on behalf of the company any bill of exchange, promissory note, endorsement, cheque or order for money or goods, in which its name is not mentioned in the manner described in section 49;
(c) issues or authorises the issue of any invoice, receipt or letter of credit of the company in which its name is not mentioned in the manner described in section 49.
(3) In the circumstances of his or her doing a relevant thing mentioned in subsection (2) (b), the officer or other person shall be personally liable to the holder of the bill of exchange, promissory note, cheque or order for money or goods for the amount thereof unless—
(a) it is duly paid by the company; or
(b) it appears to the court that no injustice will be done by imposing liability for the amount on the company.
Authentication by company of documents
48. A document or proceeding requiring authentication by a company may be signed by a director, secretary, registered person or other authorised officer of the company, and need not be under its common seal.
CHAPTER 5
Company name, registered office and service of documents
Publication of name by company
49. (1) A company—
(a) shall display its name in a conspicuous position, in letters easily legible, outside every office or place in which its business is carried on and at its registered office; and
(b) shall have its name mentioned in legible characters in each of the following:
(i) all notices and other official publications of the company;
(ii) all bills of exchange, promissory notes, endorsements, cheques and orders for money or goods purporting to be signed by or on behalf of the company;
(iii) all invoices, receipts and letters of credit of the company.
(2) If a company contravenes subsection (1)(a) or (b), the company and any officer of it who is in default shall be guilty of a category 4 offence.
(3) The use of the abbreviation “ltd” instead of “limited” or “teo” instead of “teoranta” shall not be regarded as constituting a contravention of this section.
(4) This section is without prejudice to section 151.
Registered office of company
50. (1) A company shall, at all times, have a registered office in the State to which all communications and notices may be addressed.
(2) Particulars of the situation of the company’s registered office shall be specified in the statement delivered pursuant to section 21(1)(a) prior to the incorporation of the company.
(3) Notice of any change in the situation of the registered office of a company shall be given in the prescribed form, within 14 days after the date of the change, to the Registrar who shall record that change.
(4) A company’s registered office may be constituted by a statement (contained in the statement or notice referred to in subsection (2) or (3)) to the effect that the office is care of a specified agent, being a company formed and registered under this Act, or an existing company, and which is approved for this purpose by the Registrar; where a registered office is constituted by those means, references in this Act to the situation of the company’s registered office shall be read accordingly.
(5) The notification to the Registrar by the agent approved for that purpose of any change in the situation of the agent’s registered office shall, if made in the form prescribed for the purpose of subsection (3) and within the period there mentioned, be regarded as constituting compliance by the company concerned with subsection (3).
(6) If default is made in complying with this section, the company concerned and any officer of it who is in default shall be guilty of a category 4 offence.
Annotations
Amendments:
F26
Substituted by Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 (44/2024), s. 8(a), (b), (c), (e), not commenced as of date of revision.
F27
Inserted by Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 (44/2024), s. 8(d), (f), not commenced as of date of revision.
Modifications (not altering text):
C16
Prospective affecting provision: subss. (3), (4), (5), (6) amended, subss. (5A), (7), (8) inserted by Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 (44/2024), s. 8(a)-(f), not commenced as of date of revision.
50. ...
(3) Notice of any change in the situation of the registered office of a company F26[shall, subject to section 50A, be given] in the prescribed form, within 14 days after the date of the change, to the Registrar who shall record that change.
(4) F26[Subject to subsection (5A), a company’s] registered office may be constituted by a statement (contained in the statement or notice referred to in subsection (2) or (3)) to the effect that the office is care of a F26[specified registered office agent], being a company formed and registered under this Act, or an existing company, and which is approved for this purpose by the F26[Registrar under subsection (7)]; where a registered office is constituted by those means, references in this Act to the situation of the company’s registered office shall be read accordingly.
(5) The notification to the Registrar by the F26[registered office agent] of any change in the situation of the F26[registered office agent’s] registered office shall, if made in the form prescribed for the purpose of subsection (3) and within the period there mentioned, be regarded as constituting compliance by the company concerned with subsection (3).
F27[(5A) A registered office agent may deliver a notice in the prescribed form to the Registrar stating that the registered office of the company is no longer care of the registered office agent, and on receipt of any such notification, the Registrar shall notify the directors and the secretary of the company (in this section referred to as a “relevant notice”) that—
(a) a notification has been received from the registered office agent stating that the registered office of the company is no longer care of the registered office agent, and
(b) the company’s registered office may no longer be constituted by the statement referred to in subsection (4) unless the company delivers to the Registrar, within 14 days after the date of the relevant notice, a declaration in writing by the registered office agent that the company’s registered office is care of that registered office agent.
(5B) A relevant notice shall be delivered by ordinary prepaid post to the usual residential address, as recorded in the office of the Registrar, of the addressee concerned.]
(6) If default is made in complying with F26[subsection (1) or (3)], the company concerned and any officer of it who is in default shall be guilty of a category 4 offence.
F27[(7) (a) The Registrar may, on application made to him or her by a company in the prescribed form, approve the company to act as a registered office agent for the purposes of this section, and a company so approved shall be known, and is referred to in this Act, as a “registered office agent”
(b) Where an application under paragraph (a) is made by a trust or company service provider, the Registrar shall not grant approval under that paragraph unless the company is the holder of a relevant authorisation.
(c) The Registrar shall withdraw an approval granted under paragraph (a) where the company ceases to be the holder of a relevant authorisation.
(8) (a) Subject to paragraph (b), a company that, immediately before the coming into operation of subsection (7), stands approved by the Registrar for the purposes of subsection (4) shall be deemed to be approved by the Registrar under subsection (7) to act as a registered office agent for the purposes of this section.
(b) Paragraph (a) shall not apply to a company that is a trust or company service provider unless it is the holder of a relevant authorisation.]
F28[Registrar may request evidence of situation of registered office
50A. Without prejudice to section 24(4), the Registrar may request a company to provide such evidence of the situation of the company’s registered office as the Registrar requires for the purposes of—
(a) satisfying himself or herself of the matters referred to in section 21(2), or
(b) recording a change in the situation of the registered office of the company in accordance with section 50(3).
and where the Registrar has made such a request, he or she shall not register the constitution of the company under section 21 or record the change under section 50(3), as the case may be, unless such evidence is so provided. ]
Annotations
Amendments:
F28
Inserted (3.12.2024) by Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 (44/2024), s. 9, S.I. No. 639 of 2024.
Editorial Notes:
E59
The section heading is taken from the amending section in the absence of one included in the amendment.
Service of documents
51. (1) A document may be served on a company—
(a) by leaving it at or sending it by post to the registered office of the company; or
(b) if the company has not given notice to the Registrar of the situation of its registered office, by delivering it to the Registrar.
(2) For the purposes of this section, any document left at or sent by post to the place for the time being recorded by the Registrar as the situation of the registered office of a company shall be deemed to have been left at or sent by post to the registered office of the company notwithstanding that the situation of its registered office may have changed.
(3) It shall be the duty of the Registrar to enter on the register a document that has, by the means referred to in subsection (1)(b), been served on a company.
Security for costs
52. Where a company is plaintiff in any action or other legal proceeding, any judge having jurisdiction in the matter, may, if it appears by credible testimony that there is reason to believe that the company will be unable to pay the costs of the defendant if successful in his or her defence, require security to be given for those costs and may stay all proceedings until the security is given.
Enforcement of orders and judgments against companies and their officers
53. (1) Any judgment or order against a company wilfully disobeyed may, by leave of the court, be enforced by—
(a) sequestration against the property of the company,
(b) attachment against the directors or other officers of the company, or
(c) sequestration against the property of such directors or other officers.
(2) An application may not be made, in the foregoing circumstances, for attachment against directors or other officers or for sequestration against their property unless the judgment or order of the court to which the application relates has contained a statement indicating the liability of such persons or of their property to attachment or sequestration, as the case may be, should the judgment or order be disobeyed by the company.
(3) In this section “attachment” and “sequestration” have the same meaning as they have in rules of court concerning the jurisdiction of the High Court and the Supreme Court.
CHAPTER 6
Conversion of existing private company to private company limited by shares to which Parts 1 to 15 apply
Interpretation (Chapter 6)
54. (1) In this Chapter—
“mandatory provision” means a provision of any of Part 1, this Part or Parts 3 to 14 that is not an optional provision;
“optional provision” means a provision of any of Part 1, this Part or Parts 3 to 14 that—
(a) contains a statement to the effect, or is governed by provision elsewhere to the effect, that the provision applies save to the extent that the constitution provides otherwise or unless the constitution states otherwise; or
(b) is otherwise of such import;
“Table A” means Table A in the First Schedule to the Act of 1963.
(2) A reference in this Chapter to a designated activity company is a reference to a designated activity company limited by shares.
(3) A reference in this Chapter to Table A includes, where appropriate, a reference to any Table referred to in section 3(9)(b), (c) or (d) of the Act of 1963.
Status of existing private companies at end of transition period: general principle
55. As provided for in section 61, on the expiry of the transition period, unless it has re-registered as a designated activity company or one of the other circumstances specified in that section prevent the following happening—
(a) an existing private company shall be deemed to have a constitution that comprises the provisions of its existing memorandum (other than the provisions excepted by subsection (1)(a) of that section) and of its existing articles and subject to subsection (3) of that section;
(b) the company’s constitution, as so constituted of those provisions, shall be deemed to satisfy the requirements of section 19 as to the form of a company’s constitution,
and the company shall be deemed to have become a private company limited by shares to which this Part and Parts 1 and 3 to 15 apply.
Conversion of existing private companies to designated activity companies: duties and powers in that regard
56. (1) An existing private company may re-register as a designated activity company by passing an ordinary resolution, not later than 3 months before the expiry of the transition period, resolving that the company be so registered; if it so re-registers, pursuant to such a resolution, before the expiry of the transition period, Part 16 shall, as provided in section 63(9), apply to it.
(2) An existing private company shall re-register as a designated activity company before the expiry of the transition period if, not later than 3 months before the expiry of that period, a notice in writing requiring it to do so is served on it by a member or members holding shares in the company that confer, in aggregate, more than 25 per cent of the total voting rights in the company; on its so re-registering, in compliance with that notice, Part 16 shall, as provided in section 63(9), apply to it.
(3) Without prejudice to subsections (1) and (2) but subject to subsection (4), where anything is done by an existing private company, being a thing which (if the company were a private company limited by shares to which this Part and Parts 1 and 3 to 15 apply) would not be in compliance with section 68, then the company shall re-register as a designated activity company before the expiry of the transition period and upon its so doing Part 16 shall, as provided in section 63(9), apply to it.
(4) Instead of re-registering as a designated activity company as mentioned in subsection (3), an existing private company referred to in that subsection may, by passing a special resolution and otherwise complying with the requirements of Part 20, re-register as a type of company that is not a designated activity company before the expiry of the transition period.
(5) The reference in subsection (2) to a voting right in a company shall be read as a reference to a right exercisable for the time being to cast a vote at general meetings of members of the company, not being such a right that is exercisable only in special circumstances.
Relief where company does not re-register as a designated activity company
57. (1) Where an existing private company does not, before the expiry of the transition period, re-register as a designated activity company under section 56 (whether it is obliged under that section to do so or not), the person or persons referred to in subsection (2) may apply to the court for an order directing that it shall re-register as such a company and the court shall, unless cause is shown to the contrary, make the order sought or make such other order as seems just.
(2) The persons mentioned in subsection (1) are—
(a) one or more members of the company who hold, or together hold, not less than 15 per cent in nominal value of the company’s issued share capital or any class thereof; or
(b) one or more creditors of the company who hold, or together hold, not less than 15 per cent of the company’s debentures entitling the holders to object to alterations of its objects.
Applicable laws during transition period
58. (1) During the period beginning on the commencement of this Part and ending on the expiry of the transition period, Part 16 shall, subject to subsection (3) and without prejudice to subsection (7), apply to an existing private company as if it were a designated activity company, unless and until there is delivered to the Registrar, in accordance with this Chapter, a constitution in respect of it in the form provided under section 19.
(2) If there is so delivered to the Registrar such a constitution in respect of that company then, on and from such delivery, this Part and Parts 1 and 3 to 15 shall apply to that company.
(3) The provisions of the prior Companies Acts relating to the use of limited or teoranta (or their abbreviations) shall apply as respects the name of an existing private company referred to in subsection (1) during the period referred to in that subsection and not the provisions of section 969 and the other relevant provisions of Part 16.
(4) The reference in subsection (3) to provisions relating to the use of any words includes a reference to provisions conferring an exemption from the use of those words.
(5) An existing private company that has adopted, or is deemed to have adopted, in whole or in part, the regulations of Table A as its articles, shall, despite the repeal of the Act of 1963, continue to be governed by those regulations (or the parts of them concerned) after the repeal of that Act and, without prejudice to subsection (8), before the expiry of the transition period unless and until—
(a) there is delivered to the Registrar, in accordance with this Chapter, a constitution in respect of it in the form provided under section 19; or
(b) it re-registers as another type of company,
but, as regards the company continuing to be governed by the foregoing regulations—
(i) this is save to the extent that those regulations are inconsistent with a mandatory provision;
(ii) those regulations may be altered or added to under and in accordance with the conditions under which articles, whenever registered, are permitted by Part 16 to be altered or added to; and
(iii) references in those regulations to any provision of the prior Companies Acts shall be read as references to the corresponding provision of this Act.
(6) Subject to paragraphs (ii) and (iii) of that subsection, the regulations referred to in subsection (5) shall be interpreted according to the form in which they existed on the date of repeal of the Act of 1963.
(7) To take account of any interregnum between—
(a) the delivery (in accordance with this Chapter and in the form provided under section 19) of a constitution in respect of an existing private company to the Registrar for registration; and
(b) its registration by the Registrar,
it is declared that subsections (1) and (2) operate, and are to be read as operating, so as also to provide that Part 16 applies, subject to subsection (3), to that company as if it were a designated activity company during any such interregnum (and accordingly that the application of this Part, and Parts 1 and 3 to 15, to it is postponed until that registration is effected).
(8) Likewise, to take account of any similar interregnum in the case of subsection (5), it is declared that that subsection operates, and is to be read as operating, so as also to provide that the whole or part (as the case may be) of the regulations of Table A continue to govern the company concerned during any such interregnum.
(9) For the avoidance of doubt, the application of Part 16, in the circumstances under this section where that Part is stated to apply and notwithstanding that the course of action of delivering a constitution of the kind referred to in subsection (1) will not be adopted by such a company, extends to an existing private company falling within subsection (10) but—
(a) the application of Part 16 to such a company does not affect the application of the provisions of the statute referred to in subsection (10) (or any other relevant statute) to the company; and
(b) if, by virtue of the foregoing statute, the company was not required to include the word “limited” or “teoranta” in its name, that exemption is not affected by anything in this section or Part 16.
(10) The existing private company referred to in subsection (9) is one that has been incorporated under a former enactment relating to companies (within the meaning of section 5) pursuant to, or in compliance with a requirement of, any statute.
Adoption of new constitution by members
59. (1) An existing private company—
(a) by special resolution passed in accordance with its existing memorandum and articles; and
(b) subject to compliance with the provisions of Part 16 as to the variation of rights and obligations of members,
may, after the commencement of this Part, adopt a new constitution in the form provided under section 19; where it does so and delivers, in the prescribed form, before the expiry of the transition period, the constitution to the Registrar for registration, it shall, on the constitution’s registration, become a private company limited by shares to which this Part and Parts 1 and 3 to 15 apply.
(2) The constitution need not contain any supplemental regulations, to the extent that the provisions of this Part and Parts 1 and 3 to 15 regulate the matters which would be governed by those regulations; for the avoidance of doubt, the requirements of sections 19 and 26(1) relating to a company’s name shall apply despite any exemption of the kind referred to in section 61(3) that had been enjoyed by the company under the prior Companies Acts.
(3) On registration of its constitution under this section, the Registrar shall issue to the company a certificate of incorporation in respect of it stating that the company is a private company limited by shares registered under this Part.
Preparation, registration, etc. of new constitution by directors
60. (1) The directors of an existing private company shall do each of the things specified in subsection (2) before the expiry of the transition period, unless the company—
(a) has already adopted a constitution in accordance with section 59(1); or
(b) is required, under section 56(2) or (3), to re-register as a designated activity company; or
(c) is proceeding, in accordance with a resolution passed pursuant to section 56(1), to re-register as such a company or is proceeding, in accordance with section 56(4) and Part 20, to re-register as another type of company; or
(d) is required by an order made under section 57 to re-register as a designated activity company or proceedings under that section are pending in relation to it.
(2) The things referred to in subsection (1) are—
(a) prepare a constitution for the company in the form provided under section 19;
(b) deliver a copy of such constitution to each member; and
(c) deliver, in the prescribed form, the constitution to the Registrar for registration,
and, where the things in the foregoing paragraphs are done (including the delivery of the constitution to the Registrar for registration), the company shall, on the constitution’s registration, become a private company limited by shares to which this Part and Parts 1 and 3 to 15 apply, and the Registrar shall issue to it a certificate of incorporation in respect of it stating that it is a private company limited by shares registered under this Part.
(3) The provisions of that constitution of the company, to be prepared by the directors as mentioned in subsection (2)(a), shall consist solely of—
(a) the provisions of its existing memorandum, other than provisions that—
(i) contain its objects; or
(ii) provide for, or prohibit, the alteration of all or any of the provisions of its memorandum or articles;
and
(b) the provisions of its existing articles,
but, despite any exemption of the kind referred to in section 61(3) that had been enjoyed by the company under the prior Companies Acts, nothing in this subsection shall be read as overriding the requirements of sections 19 and 26(1) relating to a company’s name.
(4) If, by reason of the company not having registered articles, the regulations in Table A are deemed to be the articles of the company, the constitution prepared under subsection (2)(a) shall state that the articles of the company comprise those regulations.
(5) If the existing articles do not exclude or modify the regulations contained in the Table A, those regulations shall, so far as applicable, be the regulations of the existing private company in the same manner and to the same extent as if they were contained in the constitution prepared under subsection (2)(a).
(6) For the purposes of subsections (4) and (5) and without prejudice to their application otherwise by a provision of this Chapter, the regulations contained in Table A shall, despite the repeal of the Act of 1963, continue in force but, as regards the company continuing, by virtue of subsection (4) or (5), to be governed (in whole or in part) by the foregoing regulations—
(a) this is save to the extent that those regulations are inconsistent with a mandatory provision;
(b) those regulations may be altered or added to under and in accordance with the conditions under which the company’s constitution is permitted by section 32 to be altered or added to; and
(c) references in those regulations to any provision of the prior Companies Acts shall be read as references to the corresponding provision of this Act.
(7) Subject to paragraphs (b) and (c) of that subsection, the regulations referred to in subsection (6) shall be interpreted according to the form in which they existed on the date of repeal of the Act of 1963.
Deemed constitution
61. (1) Where there has not been delivered to the Registrar a constitution (in the form provided under section 19) in respect of an existing private company for registration within the transition period then, subject to subsection (4), from the expiry of that period—
(a) the existing private company shall be deemed to have, in place of its existing memorandum and articles, a constitution that comprises—
(i) the provisions of its existing memorandum, other than provisions that—
(I) contain its objects; or
(II) provide for, or prohibit, the alteration of all or any of the provisions of its memorandum or articles;
and
(ii) the provisions of its existing articles;
and
(b) its constitution, as so constituted of those provisions, shall be deemed to satisfy the requirements of section 19 as to the form of a company’s constitution,
and the company shall be deemed to have become a private company limited by shares to which this Part and Parts 1 and 3 to 15 apply.
(2) In those circumstances the Registrar shall issue to the company a certificate of incorporation in respect of it stating that the company is a private company limited by shares registered under this Part.
(3) Notwithstanding—
(a) section 24, as originally enacted, of the Act of 1963; or
(b) section 24, inserted in the Act of 1963 by section 88(1) of the Company Law Enforcement Act 2001, in place of the first-mentioned section,
and the continuing effect, for certain other types of company, provided elsewhere by this Act of an exemption conferred by or under either such section, any such exemption (whatever its basis) enjoyed, immediately before the expiry of the transition period, by an existing private company to which subsection (1) applies shall cease on that expiry; accordingly subsection (1)(a) shall be read as requiring such a company’s name to end with “limited” or “teoranta”, as appropriate, and subsection (2) shall have effect subject to this subsection.
(4) Subsection (1) shall not apply if—
(a) the existing company has re-registered before the expiry of the transition period as a designated activity company in accordance with section 56(1) or as another type of company in accordance with section 56(4) and Part 20;
(b) the existing company is required under section 56(2) or (3) to re-register as such a company and has so re-registered; or
(c) its operation would be inconsistent with an order of the court made under section 57 or otherwise.
(5) If, by reason of section 58, an existing private company was, immediately before the expiry of the transition period or, if later, the end of the interregnum referred to in section 58(8), governed (in whole or in part) by the regulations contained in Table A, then for the purposes of this section and without prejudice to their application otherwise by a provision of this Chapter, those regulations shall, despite the repeal of the Act of 1963, continue in force and the existing articles of the company shall be deemed to comprise the whole of those regulations or, as the case may be, to include the parts concerned of those regulations, but—
(a) this is save to the extent that those regulations are inconsistent with a mandatory provision;
(b) those regulations may be altered or added to under and in accordance with the conditions under which the company’s constitution is permitted by section 32 to be altered or added to; and
(c) references in those regulations to any provision of the prior Companies Acts shall be read as references to the corresponding provision of this Act.
(6) Subject to paragraphs (b) and (c) of that subsection, the regulations referred to in subsection (5) shall be interpreted according to the form in which they existed on the date of repeal of the Act of 1963.
Relief for members and creditors
62. (1) Without limiting the generality of section 212, if any member of a company considers that his or her rights or obligations have been prejudiced by—
(a) the exercise of any power under this Chapter;
(b) the non-exercise of any such power; or
(c) the exercise of any such power in a particular manner,
by the company or the directors of it, the member may apply to the court for an order under section 212.
(2) In any such application where it is proved that the directors of the company have failed to comply with section 60 then, unless the members of the company have adopted a new constitution in accordance with section 59(1), it shall be presumed, until the contrary is proved, that the directors have exercised their powers in a manner oppressive to the applicant or in disregard of his or her interests as a member.
(3) Where in relation to an existing private company a constitution in the form provided under section 19 comes into being, the person or persons referred to in subsection (5) may apply under this subsection to the court for relief if the constitution prejudices any interest of the person or persons (but only if the person or persons has or have a legal or equitable right to that interest).
(4) On the hearing of an application under subsection (3), the court may grant such relief to the applicant or applicants as the court thinks just.
(5) The persons mentioned in subsection (3) are one or more creditors of the company who hold, or together hold, not less than 15 per cent of the company’s debentures entitling the holders to object to alterations of its objects.
(6) The jurisdiction of the court under section 212 as provided for under subsection (1) and the jurisdiction of the court under subsection (3) shall each be exercised having regard to, and, where appropriate subject to, any exercise by the court of its jurisdiction under section 57 in relation to the company concerned.
(7) In this section a reference to a constitution in the form provided under section 19 coming into being is a reference to such a constitution coming into being by reason of—
(a) its being adopted and registered under section 59; or
(b) its being prepared by the directors and registered under section 60; or
(c) the operation of section 61.
Procedure for re-registration as designated activity company under this Chapter
63. (1) This section contains the procedure for re-registration by an existing private company as a designated activity company under section 56(1), (2) or (3) or pursuant to an order of the court under section 57(1).
(2) Either—
(a) in the case of re-registration under section 56(1), the ordinary resolution referred to in that provision; or
(b) in the case of re-registration under subsection (2) or (3) of section 56 or pursuant to an order of the court under section 57(1), a resolution of the directors of the company passed for the purpose in consequence of that subsection’s operation or that order,
shall alter the company’s memorandum so that it states that the company is to be a designated activity company and shall, unless this Act provides that on re-registration the company shall continue to enjoy an exemption conferred by or under either of the sections referred to in section 61(3), alter that document and the articles so that there is substituted “designated activity company” or “cuideachta ghníomhaíochta ainmnithe” for “limited” or “teoranta”, as the case may be, in the company’s name.
(3) An application for the purpose of re-registration, in the prescribed form and signed by a director or secretary of the company, shall be delivered by the company to the Registrar together with the documents specified in subsection (4).
(4) Those documents are—
(a) a copy of the ordinary resolution or the resolution of the directors referred to in subsection (2)(a) or (b);
(b) a copy of the memorandum and articles of the company as altered by the resolution; and
(c) a statement in the prescribed form (in this section referred to as a “statement of compliance”) by a director or secretary of the company that the requirements of this Chapter as to re-registration as a designated activity company have been complied with by the company, including the passing of the resolution referred to in paragraph (a).
(5) The Registrar may accept the statement of compliance as sufficient evidence that the resolution referred to in subsection (4)(a) has been duly passed and the other conditions of this Chapter for re-registration as a designated activity company have been satisfied and that the company is entitled to be re-registered as that type of company.
(6) If, on an application under subsection (3) for re-registration of an existing private company as a designated activity company, the Registrar is satisfied that a company is entitled to be so re-registered, the Registrar shall—
(a) retain the application and the other documents delivered to him or her under this section; and
(b) issue to the company a certificate of incorporation in respect of it, being a certificate of incorporation that—
(i) is altered to meet the circumstances of the case; and
(ii) states that it is issued on re-registration of the company and the date on which it is issued.
(7) If the existing private company had not registered articles and, by reason of section 58, the regulations in Table A are, immediately before the making by the company of an application under subsection (3), deemed to be its articles, then each of the references in the preceding subsections of this section to articles shall be disregarded, but in such a case the application under subsection (3) shall be accompanied by a statement in the prescribed form that the articles of the company comprise those regulations.
(8) Upon the issue to a company of a certificate of incorporation on re-registration under subsection (6)—
(a) the company shall, by virtue of the issue of that certificate, become a designated activity company; and
(b) any alterations in the memorandum and articles set out in the resolution concerned shall take effect accordingly.
(9) A certificate of incorporation issued on re-registration to a company under subsection (6) shall be conclusive evidence—
(a) that the requirements of this Chapter as to re-registration and of matters precedent and incidental thereto have been complied with; and
(b) that the company is the type of company which is set out in the certificate,
and, accordingly, without prejudice to section 58, Part 16, on and from the issue of the certificate, shall apply to the company as a designated activity company.
(10) If, by reason of section 58, an existing private company was, immediately before the making by the company of an application under subsection (3), governed (in whole or in part) by the regulations contained in Table A, then for the purposes of this section and in addition to the other cases where their continuance in force for a particular purpose is provided for by this Chapter, those regulations shall, despite the repeal of the Act of 1963, continue in force and upon the issue of the aforementioned certificate of incorporation the articles of the designated activity company shall be deemed to comprise the whole of those regulations or, as the case may be, to include the parts concerned of those regulations, but—
(a) this is save to the extent that those regulations are inconsistent with a mandatory provision;
(b) those regulations may be altered or added to under and in accordance with the conditions under which the designated activity company’s articles are permitted by Part 16 to be altered or added to; and
(c) references in those regulations to any provision of the prior Companies Acts shall be read as references to the corresponding provision of this Act.
(11) Subject to paragraphs (b) and (c) of that subsection, the regulations referred to in subsection (10) shall be interpreted according to the form in which they existed on the date of repeal of the Act of 1963.
(12) The re-registration of an existing private company as a designated activity company pursuant to this Chapter shall not affect any rights or obligations of the company or render defective any legal proceedings by or against the company, and any legal proceedings which might have been continued or commenced against it in its former status may be continued or commenced against it in its new status.
(13) The procedures under this section may be followed, after consultation by the company with the relevant Minister, by an existing private company that has been incorporated under a former enactment relating to companies (within the meaning of section 5) pursuant to, or in compliance with a requirement of, any statute (in subsection (11) referred to as the “relevant statute”) and may be so followed notwithstanding that statute but—
(a) the provisions otherwise of that statute (and any other relevant statute) shall apply to the designated activity company that the foregoing company re-registers as under this section as they apply to the foregoing company before such re-registration; and
(b) if the foregoing company is a company to which section 1446 applies, the provision made by subsection (1) requiring the substitution of certain words in its name shall be taken to be omitted from that subsection.
(14) In subsection (13) “relevant Minister” means the Minister of the Government concerned in the administration of the relevant statute.
(15) For the avoidance of doubt, references in Part 6, and in particular section 349 (which exempts a company from having to annex financial statements to its first annual return), to the incorporation of a company are references to its original incorporation.
PART 3
SHARE CAPITAL, SHARES AND CERTAIN OTHER INSTRUMENTS
CHAPTER 1
Preliminary and interpretation
Interpretation (Part 3)
64. (1) In this Part—
“capital conversion reserve fund”, in relation to a company, means the amount equivalent to the aggregate diminution in share capital consequential upon renominalisation of share capital under section 26 of the Economic and Monetary Union Act 1998;
“cash” includes funds in any currency or currencies;
“company capital”, in relation to a company, means—
(a) the aggregate value, expressed as a currency amount, of the consideration received by the company in respect of the allotment of shares of the company; and
(b) that part of the company’s undenominated capital constituted by the transfer of sums referred to in sections 106(4) and 108(3),
and subsection (2) supplements this definition;
“employees’ share scheme” means any scheme, for the time being in force, in accordance with which a company encourages or facilitates the holding of shares in, or debentures of, the company or its holding company by or for the benefit of employees or former employees of the company or of any subsidiary of the company including any person who is or was a director holding a salaried employment or office in the company or any subsidiary of the company;
“nominal value”, in relation to a share, means a monetary amount, expressed as an amount, multiple, fraction or percentage of any currency or currencies or combination thereof;
“parent public company” means a public limited company which has one or more private limited subsidiaries;
“private limited subsidiary” means a subsidiary that is a private company limited by shares but, for the purposes of this definition, a company shall not be regarded as a subsidiary if it is such only by virtue of section 7(2)(a)(ii) or (e);
“redeemable shares” includes shares which are liable at the option of the company or the shareholder to be redeemed;
“securities” means—
(a) shares in a company;
(b) debentures of a company, including debenture stock, bonds and any other debt instruments of a company whether constituting a charge on the assets of the company or not;
(c) those classes of securities which are negotiable on the capital market, such as:
(i) shares in bodies corporate and other securities equivalent to shares in bodies corporate, partnerships or other entities, and depositary receipts in respect of shares;
(ii) bonds or other forms of securitised debt, including depositary receipts in respect of such securities;
(iii) any other securities giving the right to acquire or sell any such transferable securities or giving rise to a cash settlement determined by reference to transferable securities, currencies, interest rates or yields, commodities or other indices or measures with the exception of instruments of payment;
“share capital”, in relation to a company, means the aggregate amount or value of the nominal value of shares of the company;
“undenominated capital”, in relation to a company, means the amount of the company capital from time to time which is in excess of the nominal value of its issued shares and shall be deemed to include any sum transferred as referred to in sections 106(4) and 108(3).
(2) There is included in the definition of “company capital” in subsection (1) any amounts standing, immediately before the commencement of this section, to the credit of—
(a) the company’s share premium account (within the meaning of the prior Companies Acts);
(b) its capital redemption reserve fund (within the meaning of those Acts); and
(c) its capital conversion reserve fund.
(3) For the purposes of this Part a share in a company shall be taken to have been paid up (as to its nominal value or any premium on it) in cash or allotted for cash if the consideration for the allotment or the payment up is—
(a) cash received by the company; or
(b) a cheque received by the company in good faith which the directors have no reason for suspecting will not be paid; or
(c) the release of a liability of the company for a liquidated sum; or
(d) an undertaking to pay cash to the company on demand or at an identified or identifiable future date which the directors have no reason for suspecting will not be complied with.
(4) In relation to the allotment or payment up of any shares in a company, references in this Act, other than in section 69(12)(c), to consideration other than cash and to the payment up of shares and premiums on shares otherwise than in cash include references to the payment of, or an undertaking to pay, cash to any person other than the company.
Powers to convert shares into stock, etc.
65. (1) Each provision of this section applies save to the extent that the company’s constitution provides otherwise.
(2) A company may, by ordinary resolution—
(a) convert any of its paid up shares into stock; and
(b) reconvert any stock into paid up shares of any denomination.
(3) Subject to subsection (4), the holders of stock may transfer the stock, or any part of it, in the same manner and subject to the same regulations as, and subject to which the shares from which the stock arose might, previously to conversion, have been transferred, or as near thereto as circumstances admit.
(4) The directors of a company may from time to time fix the minimum amount of stock that is capable of being transferred but any such minimum so fixed shall not exceed the nominal amount of each share from which the stock arose.
(5) Subject to subsection (6), the holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and advantages in relation to dividends, voting at meetings of the company and other matters as if they held the shares from which the stock arose.
(6) No such right, privilege or advantage (except participation in the dividends and profits of the company and in the assets on winding up) shall be conferred by an amount of stock which would not, if existing in shares, have conferred that right, privilege or advantage.
(7) Such of the regulations of a company as are applicable to paid up shares shall apply to stock of the company, and the words “share” and “shareholder” in those regulations shall be read as including “stock” and “stockholder”, respectively.
Shares
66. (1) Shares in the capital of a company shall have a nominal value.
(2) A company may allot shares—
(a) of different nominal values;
(b) of different currencies;
(c) with different amounts payable on them; or
(d) with a combination of 2 or more of the foregoing characteristics.
(3) Without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, any share in a company may be issued with such preferred, deferred or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise, as the company may from time to time by ordinary resolution determine.
(4) Save to the extent that its constitution provides otherwise, a company may allot shares that are redeemable (which shall be known, and are referred to in this Act, as “redeemable shares”).
(5) The shares or other interest of any member in a company shall be personal estate and shall not be of the nature of real estate.
(6) Except as required by law, no person shall be recognised by a company as holding any share upon any trust and the company shall not be bound by or be compelled in any way to recognise (even when having notice of it)—
(a) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share; or
(b) save only as this Act or other law otherwise provides, any other rights in respect of any share, except an absolute right to the entirety of it in the registered holder.
(7) Subsection (6) shall not preclude the company from requiring a member or a transferee of shares to furnish the company with information as to the beneficial ownership of any share when such information is reasonably required by the company.
(8) In subsections (9) and (10) “bearer instrument” means an instrument, in relation to shares of a company, which entitles or purports to entitle the bearer thereof to transfer the shares that are specified in the instrument by delivery of the instrument.
(9) A company shall not have power to issue any bearer instrument.
(10) If a company purports to issue a bearer instrument, the shares that are specified in the instrument shall be deemed not to have been allotted or issued, and the amount subscribed therefor (and in the case of a non-cash asset subscribed therefor, the cash value of that asset) shall be due as a debt of the company to the purported subscriber thereof.
Numbering of shares
67. (1) Subject to subsections (2) and (3), each share in a company shall be distinguished by its appropriate number.
(2) If at any time, all the issued shares in a company or all the issued shares in it of a particular class are fully paid up and rank pari passu for all purposes, none of those shares need thereafter have a distinguishing number, so long as it—
(a) remains fully paid up; and
(b) ranks pari passu for all purposes with all shares of the same class for the time being issued and fully paid up.
(3) Where new shares are issued by a company on the terms that, within a period not exceeding 12 months, they will rank pari passu for all purposes with all the existing shares, or with all the existing shares of a particular class in the company, neither the new shares nor the corresponding existing shares need have distinguishing numbers so long as all of them are fully paid up and rank pari passu.
(4) However, in the circumstances mentioned in subsection (3), the share certificates of the new shares shall, if not numbered, be appropriately worded or enfaced.
CHAPTER 2
Offers of securities to the public
Limitation on offers of securities to the public
68. (1) Subject to the provisions of this section, a company shall not—
(a) make—
(i) any invitation to the public to subscribe for; or
(ii) any offer to the public of,
any shares, debentures or other securities of the company; or
(b) allot, or agree to allot, (whether for cash or otherwise) any shares in or debentures of the company with a view to all or any of those shares or debentures being offered for sale to the public or being the subject of an invitation to the public to subscribe for them.
(2) F29[Subject to subsection (8A), a company shall]—
(a) neither apply to have securities (or interests in them) admitted to trading or to be listed on; nor
(b) have securities (or interests in them) admitted to trading or listed on,
any market, whether a regulated market or not, in the State or elsewhere.
(3) Subsection (1) shall not apply to any of the following offers or allotments of debentures by a company (wherever they may be made)—
(a) an offer of debentures addressed solely to qualified investors;
(b) an offer of debentures addressed to fewer than 150 persons, other than qualified investors;
(c) an offer of debentures addressed to investors who acquire securities for a total consideration of at least €100,000 per investor, for each separate offer;
(d) an offer of debentures whose denomination per unit amounts to at least €100,000;
(e) an offer of debentures with a total consideration in the European Union less than €100,000, which shall be calculated over a period of 12 months;
(f) an allotment of debentures, or an agreement to make such an allotment, with a view to those debentures being the subject of any one or more of the offers referred to in paragraphs (a) to (e),
and the reference in this subsection to an offer of debentures includes an invitation to subscribe for them.
(4) Subsection (1) shall not apply to—
(a) an offer of shares by a company (of any amount or wherever it may be made), being an offer addressed to—
(i) qualified investors; or
(ii) 149 or fewer persons; or
(iii) both qualified investors and 149 or fewer other persons;
or
(b) an allotment of shares, or an agreement to make such an allotment, with a view to those shares being the subject of an offer referred to in paragraph (a),
and the reference in this subsection to an offer of shares includes an invitation to subscribe for them.
(5) Subsection (1) shall not apply to an offer by a company of those classes of instruments which are normally dealt in on the money market (such as treasury bills, certificates of deposit and commercial papers) having a maturity of less than 12 months, and the reference in this subsection to an offer of instruments includes an invitation to subscribe for them.
(6) A word or expression that is used in this section and is also used in the Prospectus (Directive 2003/71/EC) Regulations 2005 (S.I. No. 324 of 2005) shall have in this section the same meaning as it has in those Regulations.
(7) For the purposes of subsection (6), the Regulations referred to in that subsection shall have effect as if Regulation 8 were omitted therefrom.
(8) Nothing in this section shall affect the validity of any allotment or sale of securities or of any agreement to allot or sell securities.
F30[(8A) Subsection (2) shall not apply to securities (or interests in them) which were, prior to 1 June 2015, admitted to trading or listed on any market, whether a regulated market or not, in the State or elsewhere.]
(9) If a company contravenes subsection (1) or (2), the company and any officer of it who is in default shall be guilty of a category 2 offence.
Annotations
Amendments:
F29
Substituted (9.06.2017) by Companies (Accounting) Act 2017 (9/2017), s. 6(a), S.I. No. 246 of 2017, art. 3, subject to transitional provision in art. 4.
F30
Inserted (9.06.2017) by Companies (Accounting) Act 2017 (9/2017), s. 6(b), S.I. No. 246 of 2017, art. 3, subject to transitional provision in art. 4.
Editorial Notes:
E60
Prospectus (Directive 2003/71/EC) Regulations 2005 (S.I. No. 324 of 2005) revoked (21.07.2019) by European Union (Prospectus) Regulations 2019 (S.I. No. 380 of 2019), reg. 38, in effect as per reg. 1(2).
CHAPTER 3
Allotment of shares
Allotment of shares
69. (1) No shares may be allotted by a company unless the allotment is authorised, either specifically or pursuant to a general authority, by ordinary resolution or by the constitution of the company.
(2) Without prejudice to subsection (1), in the case of a company whose constitution states an authorised share capital, no shares may be allotted by the company unless those shares are comprised in the authorised but unissued share capital of the company.
(3) An authorisation for the purposes of subsection (1) (whether conferred by an ordinary resolution or the constitution) may stipulate a period during which the allotment may occur; if it so stipulates, then allotments occurring outside that period are not authorised by it.
(4) Save to the extent that the constitution of the company provides otherwise—
(a) shares of a company may only be allotted by the directors of the company;
(b) the directors of a company may allot, grant options over or otherwise dispose of shares to such persons, on such terms and conditions and at such times as they may consider to be in the best interests of the company and its shareholders.
(5) Any director of a company who knowingly contravenes, or knowingly permits or authorises a contravention of, a preceding provision of this section shall be guilty of a category 3 offence.
(6) Subject to subsections (8) and (12) and section 70, a company proposing to allot any shares—
(a) shall not allot any of those shares, on any terms—
(i) to any non-member, unless it has made an offer to each person who holds relevant shares, of the class concerned, in the company to allot to him or her, on the same or more favourable terms, a proportion of those relevant shares which is, as nearly as practicable, equal to the proportion in nominal value held by him or her of the aggregate of the shares of that class; or
(ii) to any person who holds shares in the company, unless it has made an offer to each person who holds relevant shares, of the class concerned, in the company to allot to him or her, on the same terms, a proportion of those shares which is, as nearly as practicable, equal to the proportion in nominal value held by him or her of the aggregate of the relevant shares of that class;
and
(b) shall not allot any of those shares to any person unless the period during which any such offer may be accepted (not being less than 14 days) has expired or the company has received notice of the acceptance or refusal of every offer so made.
(7) In—
(a) subsection (6) “relevant shares”, in relation to a company, means shares in the company other than shares which as respects dividends and capital carry a right to participate only to a specified amount in a distribution;
(b) subsection (6)(a)(ii) “non-member” means a person who is not a holder of shares (as that expression is to be read by virtue of section 70(4)) in the company.
(8) Where a company’s constitution contains provisions which—
(a) require that the company, when proposing to allot shares of a particular class, shall not allot those shares unless it makes an offer of those shares to existing holders of shares of that class; and
(b) specify that the minimum period during which that offer may be accepted is not less than 14 days,
then subsection (6) shall not apply to any allotments made in compliance with such provisions.
(9) An offer which is required by—
(a) subsection (6); or
(b) the provisions of the company’s constitution referred to in subsection (8),
to be made to any person shall be made by serving it on him or her in the same manner in which notices are authorised to be given by sections 180, 181 and 218.
(10) Any such offer as is mentioned in subsection (6) or (8) shall not be withdrawn before the end of the period that the offer referred to in subsection (6) or, as the case may be, the provisions of the company’s constitution referred to in subsection (8) specify as the period within which it may be accepted.
(11) Nothing in subsection (6)(b), (9) or (10) shall invalidate provisions of the company’s constitution referred to in subsection (8) by reason that those provisions require or authorise an offer thereunder to be made in contravention of one or more of those subsections, but, to the extent that those provisions require or authorise such an offer to be so made, they shall be of no effect.
(12) Subsection (6) shall not apply—
(a) to the extent that—
(i) the constitution of the company,
(ii) a special resolution, or
(iii) the terms of issue of already allotted shares,
provides or provide (either generally or in respect of a particular allotment or class of allotments), to the extent so provided;
(b) to allotments of shares for a consideration wholly or partly paid for, otherwise than in cash;
(c) to allotments of shares to the subscriber or subscribers to the company’s constitution upon the company’s incorporation, being the shares taken by that subscriber or those subscribers before such incorporation;
(d) to allotments of shares to persons in pursuance of the terms of an employees’ share scheme established by the company;
(e) to allotments of bonus shares.
Supplemental and additional provisions as regards allotments
70. (1) Shares which a company has offered to allot to a holder of shares in the company may be allotted to that holder or anyone in whose favour that holder has renounced his or her right to their allotment without contravening section 69(6)(b).
(2) Notwithstanding that any authorisation conferred by a resolution or the constitution such as is mentioned in section 69(1) has expired, the directors of a company may allot shares in pursuance of an offer or agreement previously made by the company, if that authorisation enabled the company to make an offer or agreement which would or might require shares to be allotted after the authorisation’s expiry.
(3) For the purposes of section 69 and this section—
(a) “allot” includes “agreement to allot” (other than an agreement made subject to the passing of an ordinary or special resolution);
(b) “shares” includes a right to subscribe for shares or to convert securities into shares,
and with the effect that—
(i) in the case of paragraph (a), if an agreement to allot shares is entered into in compliance with section 69, subsections (3), (4) and (6) of that section shall not apply to an allotment of shares pursuant to that agreement; and
(ii) in the case of paragraph (b), if a right to subscribe for shares, or to convert securities into shares, is granted in compliance with section 69, subsections (3), (4) and (6) of that section shall not apply to an allotment of shares pursuant to the exercise of that right.
(4) References in section 69 and this section (however expressed) to the holder of shares or the holder of shares of any class shall be read as including references to any person who held shares or, as the case may be, shares of that class on any day within the period of 28 days ending with the day immediately preceding the date of the offer which is specified by the directors of the company concerned as being the record date for the purposes of the offer.
(5) A resolution of a company to give, vary, revoke or renew an authority for the purposes of section 69(1) may, notwithstanding that it alters the company’s constitution, be an ordinary resolution.
(6) Where a company allots shares, the shares shall be taken, for the purposes of this Act, to be allotted when a person acquires the unconditional right to be included in the company’s register of members in respect of those shares.
(7) Where a company allots shares, it shall, within 30 days after the date of allotment, deliver particulars of the allotment in the prescribed form to the Registrar.
(8) If a company fails to comply with subsection (7), the company and any officer of it who is in default shall be guilty of a category 4 offence.
(9) Nothing in section 69 or this section shall affect the validity of any allotment of shares.
(10) Where there is a contravention of section 69(6), the company and every officer of the company who knowingly authorised or permitted the contravention, shall be jointly and severally liable to compensate any person to whom an offer should have been made under section 69(6) for any loss, damage, costs or expenses which that person has sustained or incurred by reason of the contravention.
(11) No proceedings to recover any such loss, damage, costs or expenses shall be commenced after the expiration of 2 years after the date of the delivery to the Registrar of the return of allotments in question or, where shares are agreed to be allotted, the agreement.
(12) If, before the commencement of section 69, the directors of a company have been granted authority, pursuant to section 20 of the Act of 1983, to allot relevant securities (within the meaning of that section 20) and that authority is in force immediately before that commencement—
(a) neither section 69 nor this section shall apply to the allotment, after that commencement, of relevant securities by the directors pursuant to that authority (which authority shall, in accordance with its terms, be taken to remain in force); and
(b) section 20 (other than subsections (4) and (9) thereof), and sections 23 and 24, of the Act of 1983 shall apply to that authority and any allotment of relevant securities on foot thereof,
but, on the expiry of that authority, section 69 and this section shall apply to any allotment thereafter of shares in the company (or the grant of any right to subscribe for shares in the company or to convert securities into such shares).
(13) For the purposes of subsection (12)—
(a) “Act of 1983” means the Companies (Amendment) Act 1983;
(b) the reference to the grant of an authority includes a reference to the conferral, by the articles of the company, of an authority; and
(c) the exclusion of the application of section 20(4) of the Act of 1983 by paragraph (b) of subsection (12) shall not be taken as preventing the renewal of the authority concerned under section 69 and this section, but if that authority is so renewed, section 69 and this section shall apply to any allotment, or the grant of any right, as mentioned in subsection (12), that occurs after that renewal of authority on foot thereof.
Payment of shares
71. (1) Shares may be paid up in money or money’s worth (including goodwill and expertise).
(2) Shares of a company shall not be allotted at a discount to their nominal value.
(3) Where shares are allotted in contravention of subsection (2), the allottee shall be liable to pay the company concerned an amount equal to the amount of the discount and interest thereon at the appropriate rate.
(4) Subsections (1) and (2) shall not prevent a company from allotting bonus shares as provided by this Part.
(5) Subject to F31[subsection (5A) and] sections 72, 73 and 75, any value received in respect of the allotment of a share in excess of its nominal value shall be credited to and form part of undenominated capital of the company and, for that purpose, shall be transferred to an account which shall be known, and in this Act is referred to, as the “share premium account”.
F31[(5A) The share premium account may be applied by the company—
(a) in writing off—
(i) the preliminary expenses of the company, or
(ii) the expenses of, or the commission paid on, any issue of shares or debentures of the company,
or
(b) in providing for the premium payable on redemption of any redeemable preference shares issued by the company before 1 July 1991 or of any debentures of the company issued by a company before 1 June 2015.]
(6) Where any person becomes a holder of any shares in respect of which—
(a) there has been a contravention of this section; and
(b) by virtue of that contravention, another is liable to pay any amount under this section,
the first-mentioned person in this subsection also shall be liable to pay that amount (jointly and severally with any other person so liable) unless either that first-mentioned person is a purchaser for value and, at the time of the purchase, he or she did not have actual notice of the contravention or he or she derived title to the shares (directly or indirectly) from a person who became a holder of them after the contravention and was not so liable.
(7) Where a company contravenes any of the provisions of this section, the company and any officer of it who is in default shall be guilty of a category 3 offence.
Annotations
Amendments:
F31
Inserted (6.07.2022) by Companies (Corporate Enforcement Authority) Act 2021 (48/2021), s. 14(a), (b), S.I. No. 335 of 2022.
Restriction of section 71(5) in the case of mergers
72. (1) This section applies where the issuing company has secured at least a 90 per cent equity share capital holding in another company in pursuance of an arrangement providing for the allotment of equity share capital in the issuing company, on terms that the consideration for the shares allotted is to be provided—
(a) by the issue or transfer to the issuing company of equity shares in the other company; or
(b) by the cancellation of any such shares not held by the issuing company.
(2) If the equity shares in the issuing company, allotted in pursuance of the arrangement in consideration for the acquisition or cancellation of equity shares in the other company, are issued at a premium section 71(5) does not apply to the premiums on those shares.
(3) Where the arrangement also provides for the allotment of any shares in the issuing company on terms that the consideration for those shares is to be provided by the issue or transfer to the issuing company of non-equity shares in the other company or by the cancellation of any such shares in that company not held by the issuing company, the restriction on the application of section 71(5) provided by subsection (2) extends to any shares in the issuing company allotted on those terms in pursuance of the arrangement.
(4) Subject to subsection (5), the issuing company (“company X”) is to be regarded for purposes of this section as having secured at least a 90 per cent equity share capital holding in another company (“company Y”) in pursuance of such an arrangement as is mentioned in subsection (1) if in consequence of an acquisition or cancellation of equity shares in company Y (in pursuance of that arrangement)—
(a) company X holds equity shares in company Y (whether all or any of those shares were acquired in pursuance of that arrangement, or not); and
(b) the aggregate nominal value of the equity shares so held by company X equals 90 per cent or more of the nominal value of company Y’s equity share capital (excluding any shares in company Y held as treasury shares).
(5) Where the equity share capital of the other company is divided into different classes of shares, this section does not apply unless the requirements of subsection (1) are satisfied in relation to each of those classes of shares taken separately.
(6) Shares held by a company which is the issuing company’s holding company or subsidiary, or a subsidiary of the issuing company’s holding company, or by its or their nominees, are to be regarded for purposes of this section as held by the issuing company.
F32[(7) In relation to a company and its shares and capital, the following definitions apply for the purposes of this section:
"arrangement" means any agreement, scheme or arrangement (including an arrangement sanctioned under section 453 or 601);
"company", other than in relation to the issuing company, includes any body corporate;
"equity share capital" means the company’s issued share capital excluding any part of it which, neither as respects dividends nor as respects capital, carries any right to participate beyond a specified amount in a distribution;
"equity shares" means shares comprised in the company’s equity share capital;
"non-equity shares" means shares (of any class) not comprised in the company’s equity share capital.]
(8) This section does not apply if the issue of shares took place before the commencement of this section.
Annotations
Amendments:
F32
Substituted (9.06.2017) by Companies (Accounting) Act 2017 (9/2017), s. 7, S.I. No. 246 of 2017, art. 3, subject to transitional provision in art. 4.
Restriction of section 71(5) in the case of group reconstructions
73. (1) This section applies where the issuing company—
(a) is a wholly-owned subsidiary of a body corporate (the “holding company”); and
(b) allots shares to the holding company or to another wholly-owned subsidiary of the holding company in consideration for the transfer to the issuing company of assets other than cash, being assets of any body corporate (the “transferor”) which is a member of the group which comprises the holding company and all its wholly-owned subsidiaries.
(2) Where the shares in the issuing company, allotted in consideration for the transfer, are issued at a premium, the issuing company is not required by section 71(5) to credit to undenominated capital any amount in excess of the minimum premium value.
(3) In subsection (2) the “minimum premium value” means the amount (if any) by which the base value of the consideration for the shares allotted exceeds the aggregate nominal value of those shares.
(4) For the purposes of subsection (3), the base value of the consideration for the shares allotted is the amount by which the base value of the assets transferred exceeds the base value of any liabilities of the transferor assumed by the issuing company as part of the consideration for the assets transferred.
(5) For the purposes of subsection (4)—
(a) the base value of assets transferred is to be taken as—
(i) the cost of those assets to the transferor; or
(ii) the amount at which those assets are stated in the transferor’s accounting records immediately before the transfer, whichever is the less,
and
(b) the base value of the liabilities assumed is to be taken as the amount at which they are stated in the transferor’s accounting records immediately before the transfer.
(6) Section 72 shall not apply to a case falling within this section.
Supplementary provisions in relation to sections 72 and 73
74. (1) An amount corresponding to one representing the premiums or part of the premiums on shares issued by an issuing company which, by virtue of section 72 or 73, is not included in the issuing company’s undenominated capital may also be disregarded in determining the amount at which any shares or other consideration provided for the shares issued is to be included in the company’s balance sheet.
(2) References in sections 72 and 73 (however expressed) to—
(a) the acquisition by a company of shares in a body corporate; and
(b) the issue or allotment of shares to, or the transfer of shares to or by, a company or other body corporate,
include (respectively) the acquisition of any of those shares by, and the issue or allotment or (as the case may be) the transfer of any of those shares to or by, nominees of that company or body corporate; and the reference in section 72 to the company transferring the shares is to be read accordingly.
(3) References in sections 72 and 73 to the transfer of shares in a body corporate include the transfer of a right to be included in the body corporate’s register of members in respect of those shares.
Restriction of section 71(5) in the case of shares allotted in return for acquisition of issued shares of body corporate
75. (1) This section applies where—
(a) a company (the “issuer”) allots and issues shares to the shareholders of a body corporate in consideration for the acquisition by the issuer of all of the issued shares in the body corporate (the “acquired shares”) such that the body corporate becomes the wholly-owned subsidiary of the issuer;
(b) the consolidated assets and liabilities of the issuer immediately after those shares are issued are exactly, except for any permitted cash payments, the same as—
(i) if the body corporate was itself a holding company, the consolidated assets and liabilities of the body corporate immediately before those shares were issued, or
(ii) if the body corporate was not a holding company, the assets and liabilities of the body corporate immediately before those shares were issued;
(c) the absolute and relative interests that the shareholders in the body corporate have in the consolidated assets and liabilities of the issuer are in proportion to (or as nearly as may be in proportion to) the interest they had in—
(i) if the body corporate was itself a holding company, the consolidated assets and liabilities of the body corporate immediately before the shares were issued;
(ii) if the body corporate was not a holding company, the assets and liabilities of the body corporate immediately before the shares were issued;
and
(d) the issuer does not account for its investment in the body corporate at fair value in the issuer’s entity financial statements.
(2) Where the shares in the issuer allotted in consideration for the acquisition of the acquired shares are issued at a premium, the issuer—
(a) is not required by section 71(5) to credit to undenominated capital any amount in excess of the minimum premium value; and
(b) may disregard any such amount in determining the amount at which the shares or other consideration provided for the acquired shares is to be included in the issuer’s entity financial statements and, if such are prepared, group financial statements.
(3) Nothing in this section shall permit any share in the issuer to be issued at a discount to the share’s nominal value.
(4) In this section—
“base value of the consideration”, in relation to shares allotted by an issuer, means the carrying value of the assets and liabilities that would be shown in the balance sheet of the body corporate if that body corporate were to prepare entity financial statements in accordance with Part 6 immediately before the issue of the shares;
“consolidated assets and liabilities”, in relation to a holding company, means the assets and liabilities included in the group financial statements of the holding company prepared under section 293;
“minimum premium value”, in relation to shares allotted, means the amount (if any) by which the base value of the consideration for the acquisition of the acquired shares exceeds the aggregate nominal value of the shares issued;
“permitted cash payments” means—
(a) cash payments to shareholders of the body corporate in relation to fractional share entitlements in the body corporate that are not being replicated in the issuer, whether on account of different nominal values of shares or otherwise;
(b) such cash payments as may be ordered or permitted by the court, including by reason of the imposition on the issuer of disproportionate expense arising from compliance with requirements with respect to a prospectus or similar requirements.
Treatment of premiums paid on shares issued before a certain date
76. (1) Where before 1 April 1964 a company had issued any shares at a premium, section 71(5) (and the exceptions to that provision in sections 72 to 75) shall apply as if the shares had been issued after that date, but this is subject to subsection (2).
(2) Where any part of a premium referred to in subsection (1) had been applied as mentioned in section 62(2) of the Act of 1963 such that it did not, on 1 April 1964, form an identifiable part of the company’s reserves (within the meaning of the Sixth Schedule to the Act of 1963) then that part shall continue to be disregarded in determining the sum to be included in the share premium account.
Calls on shares
77. (1) Each provision of this section and of section 78 applies save to the extent that the company’s constitution provides otherwise.
(2) Subject to subsection (3), the directors of a company may from time to time make calls upon the members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium).
(3) Subsection (2) does not apply to shares where the conditions of allotment of them provide for the payment of moneys in respect of them at fixed times.
(4) Each member shall (subject to receiving at least 30 days’ notice specifying the time or times and place of payment) pay to the company, at the time or times and place so specified, the amount called on the shares.
(5) A call may be revoked or postponed, as the directors of the company may determine.
(6) A call shall be deemed to have been made at the time when the resolution of the directors authorising the call was passed and may be required to be paid by instalments.
(7) The joint holders of a share shall be jointly and severally liable to pay all calls in respect of it.
(8) If a sum called in respect of a share is not paid before or on the day appointed for payment of it, the person from whom the sum is due shall pay interest on the sum from the day appointed for payment of it to the time of actual payment of such rate, not exceeding the appropriate rate, as the directors of the company may determine, but the directors may waive payment of such interest wholly or in part.
Supplemental provisions in relation to calls
78. (1) Any sum which, by the terms of issue of a share, becomes payable on allotment or at any fixed date (whether on account of the nominal value of the share or by way of premium) shall, for the purposes of this Act, be deemed to be a call duly made and payable on the date on which, by the terms of issue, that sum becomes payable.
(2) In case of non payment of such a sum, all the relevant provisions of this Act as to payment of interest and expenses, forfeiture or otherwise, shall apply as if such sum had become payable by virtue of a call duly made and notified.
(3) The directors of a company may, on the issue of shares, differentiate between the holders of different classes as to the amount of calls to be paid and the times of payment.
(4) The directors of a company may, if they think fit—
(a) receive from any member willing to advance such moneys, all or any part of the moneys uncalled and unpaid upon any shares held by him or her; and
(b) pay, upon all or any of the money so advanced (until the amount concerned would, but for such advance, become payable) interest at such rate (not exceeding, unless the company in a general meeting otherwise directs, the appropriate rate) as may be agreed upon between the directors and the member paying such moneys in advance.
Further provisions about calls (different times and amounts of calls)
79. Save to the extent that the company’s constitution provides otherwise, a company may—
(a) make arrangements on the issue of shares for a difference between the shareholders in the amounts and times of payment of calls on their shares;
(b) accept from any member the whole or a part of the amount remaining unpaid on any shares held by him or her, although no part of that amount has been called up;
(c) pay a dividend in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others; and
(d) by special resolution determine that any portion of its share capital which has not been already called up shall not be capable of being called up except in the event and for the purposes of the company being wound up; upon the company doing so, that portion of its share capital shall not be capable of being called up except in that event and for those purposes.
Lien
80. (1) Each provision of this section applies save to the extent that the company’s constitution provides otherwise.
(2) A company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether immediately payable or not) called, or payable at a fixed time, in respect of that share.
(3) The directors of a company may at any time declare any share in the company to be wholly or in part exempt from subsection (2).
(4) A company’s lien on a share shall extend to all dividends payable on it.
(5) A company may sell, in such manner as the directors of the company think fit, any shares on which the company has a lien, but no sale shall be made unless—
(a) a sum in respect of which the lien exists is immediately payable; and
(b) the following conditions are satisfied.
(6) Those conditions are—
(a) a notice in writing, stating and demanding payment of such part of the amount in respect of which the lien exists as is immediately payable, has been given to the registered holder for the time being of the share, or the person entitled thereto by reason of his or her death or bankruptcy; and
(b) a period of 14 days after the date of giving of that notice has expired.
(7) The following provisions apply in relation to a sale referred to in subsection (5)—
(a) to give effect to any such sale, the directors may authorise some person to transfer the shares sold to the purchaser of them;
(b) the purchaser shall be registered as the holder of the shares comprised in any such transfer;
(c) the purchaser shall not be bound to see to the application of the purchase money, nor shall his or her title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale; and
(d) the proceeds of the sale shall be received by the company and applied in payment of such part of the amount in respect of which the lien exists as is immediately payable, and the residue, if any, shall (subject to a like lien for sums not immediately payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale.
Forfeiture of shares
81. (1) Each provision of this section applies save to the extent that the company’s constitution provides otherwise.
(2) If a member of a company fails to pay any call or instalment of a call on the day appointed for payment of it, the directors of the company may, at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on the member requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.
(3) That notice shall—
(a) specify a further day (not earlier than the expiration of 14 days after the date of service of the notice) on or before which the payment required by the notice is to be made; and