Companies Act 2014

1230.

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

Part 1

Provisions disapplied to ULCs

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

Effect of registration

Section 25

Provisions as to names of companies

Section 26(1) to (4)

Trading under a misleading name

Section 27

Amendment of constitution by special resolution

Section 32(1)

Capacity of private company limited by shares

Section 38

Security for costs

Section 52

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

Chapter 6 of Part 2

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 )

Directors

Section 128

Certain particulars to be shown on all business letters

Section 151(2) to (4)

Majority written resolutions

Section 194

Supplemental provisions in relation to section 194

Section 195

Directors’ compliance statement and related statement

Section 225

Liability as contributories of past and present members

Section 655

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

Section 659

Part 2

Provisions disapplied to PUCs

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

Effect of registration

Section 25

Provisions as to names of companies

Section 26(1) to (4)

Trading under a misleading name

Section 27

Amendment of constitution by special resolution

Section 32(1)

Capacity of private company limited by shares

Section 38

Security for costs

Section 52

Allotment of shares

Section 69

Supplemental and additional provisions as regards allotments

Section 70

Variation in capital

Chapter 4 of Part 3 (other than sections 83 , 89 , 90 , 92 and 93 )

Directors

Section 128

Certain particulars to be shown on all business letters

Section 151(2) to (4)

Majority written resolutions

Section 194

Supplemental provisions in relation to section 194

Section 195

Directors’ compliance statement and related statement

Section 225

F446 [ Qualification of company based on size of company ]

F446 [ Sections 280A to 280G ]

Exemption from consolidation: size of group

F447 [ ]

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

Section 333

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

Section 377

Liability as contributories of past and present members

Section 655

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

Section 659

Part 3

Provisions disapplied to PULCs

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

Effect of registration

Section 25

Provisions as to names of companies

Section 26(1) to (4)

Trading under a misleading name

Section 27

Amendment of constitution by special resolution

Section 32(1)

Capacity of private company limited by shares

Section 38

Security for costs

Section 52

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

Chapter 6 of Part 2

Powers 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

Certain particulars to be shown on all business letters

Section 151(2) to (4)

Definition of member

Section 168

Majority written resolutions

Section 194

Supplemental provisions in relation to section 194

Section 195

Directors’ compliance statement and related statement

Section 225

F448 [ Qualification of company based on size of company ]

F448 [ 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)

Section 333

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

Section 377

Acquisition of shares

Chapter 2 of Part 9

Liability as contributories of past and present members

Section 655

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

Section 659

Annotations

Amendments:

F446

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.

F447

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.

F448

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.