Companies Act 2014

1173.

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

Section 17

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

Section 18

Form of the constitution

Section 19

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

Section 27

Capacity of private company limited by shares

Section 38

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

Chapter 6 of Part 2

Power to convert shares into stock, etc.

Section 65

Shares

Section 66

Numbering of shares

Section 67

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

Section 124

Supplemental provisions in relation to section 124

Section 125

Bonus issues

Section 126

Directors

Section 128

Share qualifications of directors

Section 136

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

Section 162

Majority written resolutions

Section 194

Supplemental provisions in relation to section 194

Section 195

Holding of own shares

Section 320(1)

Directors’ report as it relates to dividends

Section 326(1)(d)

Acquisition of shares

Chapter 2 of Part 9

Liability as contributories of past and present members

Section 655