Companies Act 2014
Application of Parts 1 to 14 to unlimited companies
1230. (1) The provisions of Parts 1 to 14 apply to an unlimited company 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 an unlimited company.”.
(3) Any of Parts 1 to 14 that makes provision by reference to—
(a) membership arising by virtue of a shareholding, or
(b) rights 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 PULC, as making such provision in the analogous context in which membership, or rights or incidents of membership, may arise in the case of a PULC.
(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 Part 1 of the Table to this section shall not apply to an ULC.
(6) The provisions of this Act specified in Part 2 of the Table to this section shall not apply to a PUC.
(7) The provisions of this Act specified in Part 3 of the Table to this section shall not apply to a PULC.
(8) The specification in the foregoing Table of a provision (a “specified provision”) of Parts 1 to 14 also operates to disapply to the particular type of unlimited company concerned 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
Provisions disapplied to ULCs
|
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 |
|
|
Effect of registration |
|
|
Provisions as to names of companies |
Section 26(1) to (4) |
|
Trading under a misleading name |
|
|
Amendment of constitution by special resolution |
Section 32(1) |
|
Capacity of private company limited by shares |
|
|
Security for costs |
|
|
Conversion of existing private company to private company limited by shares to which Parts 1 to 15 apply |
|
|
Returns of allotments |
Section 70(7) and (8) |
|
Variation in capital |
Chapter 4 of Part 3 (other than sections 83, 89, 90, 92 and 93) |
|
F820[Acquisition of own shares] |
F820[Section 105(2) and (3)] |
|
F820[Supplemental provisions in relation to section 105] |
F820[Section 106(4)] |
|
Directors |
|
|
Certain particulars to be shown on all business letters |
Section 151(2) to (4) |
|
Majority written resolutions |
|
|
Supplemental provisions in relation to section 194 |
|
|
Directors’ compliance statement and related statement |
|
|
Liability as contributories of past and present members |
|
|
Payment of debts due by contributory to the company and extent to which set-off allowed |
Provisions disapplied to PUCs
|
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 |
|
|
Effect of registration |
|
|
Provisions as to names of companies |
Section 26(1) to (4) |
|
Trading under a misleading name |
|
|
Amendment of constitution by special resolution |
Section 32(1) |
|
Capacity of private company limited by shares |
|
|
Security for costs |
|
|
Allotment of shares |
|
|
Supplemental and additional provisions as regards allotments |
|
|
Variation in capital |
Chapter 4 of Part 3 (other than sections 83, 89, 90, 92 and 93) |
|
F820[Acquisition of own shares] |
F820[Section 105(2) and (3)] |
|
F820[Supplemental provisions in relation to section 105] |
F820[Section 106(4)] |
|
Directors |
|
|
Certain particulars to be shown on all business letters |
Section 151(2) to (4) |
|
Majority written resolutions |
|
|
Supplemental provisions in relation to section 194 |
|
|
Directors’ compliance statement and related statement |
|
|
F821[Qualification of company based on size of company] |
F821[Sections 280A to 280G] |
|
Exemption from consolidation: size of group |
F822[…] |
|
Statutory financial statements must be audited (unless audit exemption availed of) |
|
|
Exclusions, exemptions and special arrangements with regard to public disclosure of financial information |
Chapter 14 of Part 6 |
|
Audit exemption |
Chapter 15 of Part 6 |
|
Special audit exemption for dormant companies |
Chapter 16 of Part 6 |
|
Small and medium companies |
|
|
Liability as contributories of past and present members |
|
|
Payment of debts due by contributory to the company and extent to which set-off allowed |
Provisions disapplied to PULCs
|
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 |
|
|
Effect of registration |
|
|
Provisions as to names of companies |
Section 26(1) to (4) |
|
Trading under a misleading name |
|
|
Amendment of constitution by special resolution |
Section 32(1) |
|
Capacity of private company limited by shares |
|
|
Security for costs |
|
|
Conversion of existing private company to private company limited by shares to which Parts 1 to 15 apply |
|
|
Powers 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 |
|
|
Certain particulars to be shown on all business letters |
Section 151(2) to (4) |
|
Definition of member |
|
|
Majority written resolutions |
|
|
Supplemental provisions in relation to section 194 |
|
|
Directors’ compliance statement and related statement |
|
|
F823[Qualification of company based on size of company] |
F823[Sections 280A to 280G] |
|
Holding of own shares |
Section 320(1) |
|
Directors’ report as it relates to dividends |
Section 326(1)(d) |
|
Statutory financial statements must be audited (unless audit exemption availed of) |
|
|
Exclusions, exemptions and special arrangements with regard to public disclosure of financial information |
Chapter 14 of Part 6 |
|
Audit exemption |
Chapter 15 of Part 6 |
|
Special audit exemption for dormant companies |
Chapter 16 of Part 6 |
|
Small and medium companies |
|
|
Acquisition of shares |
|
|
Liability as contributories of past and present members |
|
|
Payment of debts due by contributory to the company and extent to which set-off allowed |
Annotations
Amendments:
F820
Inserted (6.07.2022) by Companies (Corporate Enforcement Authority) Act 2021 (48/2021), s. 25(a), (b), S.I. No. 335 of 2022.
F821
Inserted (9.06.2017) by Companies (Accounting) Act 2017 (9/2017), s. 76(a), S.I. No. 246 of 2017, art. 3, subject to transitional provision in art. 4.
F822
Deleted (9.06.2017) by Companies (Accounting) Act 2017 (9/2017), s. 88(f)(ii), S.I. No. 246 of 2017, art. 3, subject to transitional provision in art. 4.
F823
Inserted (9.06.2017) by Companies (Accounting) Act 2017 (9/2017), s. 76(b), S.I. No. 246 of 2017, art. 3, subject to transitional provision in art. 4.