Companies Act 2014

F363[General provisions as to process advisers - resignation, filling of vacancy, etc.

558ZX

558ZX. (1) Where the person appointed as the process adviser of an eligible company—

(a) dies,

(b) becomes incapable (whether through ill-health or otherwise) of performing the functions of a process adviser in relation to the eligible company,

(c) resigns as process adviser, or

(d) is no longer qualified to perform the functions conferred on a process adviser by this Act,

the directors of the eligible company shall, as soon as practicable after becoming aware of the fact, consider whether to pass a resolution appointing another person as process adviser.

(2) Where the directors of the eligible company pass a resolution appointing a new process adviser, they shall, within 48 hours of the appointment—

(a) deliver notice of the appointment to—

(i) the Registrar, and

(ii) the office of the relevant court,

and

(b) give notice of the appointment to the persons mentioned in subsection (3).

(3) The persons are—

(a) employees of the eligible company,

(b) members of the eligible company,

(c) creditors of the eligible company,

(d) the Revenue Commissioners, and

(e) such other persons as may be prescribed.

(4) A process adviser shall be described by the style of "the process adviser" of the particular eligible company in respect of which he or she is appointed and not by his or her name.

(5) In carrying out the functions conferred on a process adviser under this Part, a process adviser shall be deemed to be an officer of the court.

(6) The acts of a process adviser shall be valid notwithstanding any defects that may afterwards be discovered in his or her appointment or qualification.

(7) A process adviser shall be personally liable on any contract entered into by him or her in the performance of his or her functions (whether such contract is entered into by the process adviser in the name of the eligible company concerned or in his or her own name as process adviser or otherwise) unless the contract provides that he or she is not to be personally liable on such contract.

(8) The process adviser shall, in respect of that personal liability, be entitled to indemnity out of the assets of the eligible company concerned.

(9) Nothing in subsection (7) or (8) shall be taken as limiting any right to indemnity which the process adviser would have apart from either subsection, or as limiting the process adviser’s liability on contracts entered into without authority or as conferring any right to indemnity in respect of that liability.]

Annotations

Amendments:

F363

Inserted (7.12.2021) by Companies (Rescue Process for Small and Micro Companies) Act 2021 (30/2021), s. 3, S.I. No. 673 of 2021.