Companies Act 2014
Application of Parts 1 to 14 to CLGs
1173. (1) The provisions of Parts 1 to 14 apply to a CLG except to the extent that they are disapplied or modified by—
(a) this section, or
(b) any other provision of this Part.
(2) For the purposes of that application, section 10(1) shall have effect as if it read—
“(1) Unless expressly provided otherwise, a reference in Parts 2 to 14 to a company is a reference to a CLG.”.
(3) Any of Parts 1 to 14 that makes provision by reference to—
(a) membership arising by virtue of a shareholding, or
(b) right or incidents of membership, including the right to vote or receive a distribution, arising by virtue of a shareholding,
shall be read, in the case of a CLG, as making such provision in the analogous context in which membership, or rights or incidents of membership, may arise in the case of a CLG.
(4) Subsection (3) is without prejudice to the generality of the application and adaptation of Parts 1 to 14 provided by subsections (1) and (2) or any specific adaptation provided by a subsequent section of this Part.
(5) The provisions of this Act specified in the Table to this section shall not apply to a CLG.
(6) The specification in the foregoing Table of a provision (a “specified provision”) of Parts 1 to 14 also operates to disapply to a CLG any other provision of those Parts (notwithstanding that it is not specified in that Table) that makes consequential, incidental or supplemental provision on, or in relation to, the specified provision.
Table
|
Subject matter |
Provision disapplied |
|
Way of forming a private company limited by shares |
|
|
Company to carry on activity in the State and prohibition of certain activities |
|
|
Form of the constitution |
|
|
Certificate of incorporation to state that company is a private company limited by shares |
Section 25(3) |
|
Provisions as to names of companies |
Section 26(1) to (4) |
|
Trading under a misleading name |
|
|
Capacity of private company limited by shares |
|
|
Conversion of existing private company to private company limited by shares to which Parts 1 to 15 apply |
|
|
Power to convert shares into stock, etc. |
|
|
Shares |
|
|
Numbering of shares |
|
|
Allotment of shares and variation in capital |
Chapters 3 and 4 of Part 3 |
|
Transfer of shares |
Chapter 5 of Part 3 (save section 94 in so far as it relates to debentures) |
|
Acquisition of own shares |
Chapter 6 of Part 3 (save sections 113 to 116) |
|
Procedures for declarations, payments, etc., of dividends and other things |
|
|
Supplemental provisions in relation to section 124 |
|
|
Bonus issues |
|
|
Directors |
|
|
Share qualifications of directors |
|
|
Director voting on contract, etc., in which director is interested |
Section 161(7) |
|
Holding of any other office or place of profit under the company by a director |
|
|
Majority written resolutions |
|
|
Supplemental provisions in relation to section 194 |
|
|
Holding of own shares |
Section 320(1) |
|
Directors’ report as it relates to dividends |
Section 326(1)(d) |
|
Acquisition of shares |
|
|
Liability as contributories of past and present members |