Companies Act

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COMPANIES ACT 1990

COMPANIES ACT 1990 – LONG TITLE

AN ACT TO AMEND THE LAW RELATING TO COMPANIES AND TO PROVIDE FOR
RELATED MATTERS.
[22nd December, 1990] BE IT ENACTED BY THE OIREACHTAS AS FOLLOWS:

COMPANIES ACT 1990 – PART I
– PRELIMINARY

COMPANIES ACT 1990 – SECT 1
Short title, collective citation and construction.

1.—(1) This Act may be cited as the Companies Act, 1990.

(2) This Act and the Companies Acts, 1963 to 1986, may be cited
together as the Companies Acts, 1963 to 1990.

(3) The Companies Acts, 1963 to 1986, and this Act shall be
construed together as one Act.

COMPANIES ACT 1990 – SECT 2
Commencement.

2.—This Act shall come into operation on such day or days as may
be fixed therefor by order or orders of the Minister, either
generally or with reference to a particular purpose or provision,
and different days may be so fixed for different purposes and
different provisions of this Act.

COMPANIES ACT 1990 – SECT 3
Interpretation.

3.—(1) In this Act, unless the context otherwise requires—

“books and documents” and “books or documents” include accounts,
deeds, writings and records made in any other manner;

“child” includes a step-child and an adopted child and “son”,
“daughter” and “parent” shall be construed accordingly;

“the Companies Acts” means the Companies Act, 1963, and every
enactment (including this Act) which is to be construed as one with
that Act;

“connected person” has the meaning assigned to it by section 26;

“contravention” includes failure to comply;

“daily default fine” has the meaning assigned to it by section 240

(6);

“the Minister” means the Minister for Industry and Commerce;

“prescribe” means prescribe by regulations;

“the Principal Act” means the Companies Act, 1963;

“recognised stock exchange” has the meaning assigned to it by
subsection (2);

“related company” has the meaning assigned to it by section 140;

“shadow director” has the meaning assigned to it by section 27.

( 2 ) ( a ) A recognised stock exchange for the purposes of any
provision of the Companies Acts is an exchange prescribed by the
Minister for the purposes of that section.

( b ) The definition of “recognised stock exchange” in paragraph (
a ) is in substitution for the definition in section 2 (1) of the
Principal Act.

(3) The Minister may make regulations in relation to any matter
referred to in this Act as prescribed or to be prescribed.

(4) In this Act—

( a ) a reference to a Part or section is to a Part or section
of this Act unless it is indicated that a reference to some other
enactment is intended;

( b ) a reference to a subsection, paragraph or subparagraph is to
the subsection, paragraph or subparagraph of the provision in which
the reference occurs, unless it is indicated that reference to some
other provision is intended; and

( c ) a reference to any other enactment shall, unless the context
otherwise requires, be construed as a reference to that enactment as
amended by or under any other enactment, including this Act.

COMPANIES ACT 1990 – SECT 4
Periods of time.

4.—(1) Where the time limited by any provision of this Act for the
doing of anything expires on a Saturday, Sunday or public holiday,
the time so limited shall extend to and the thing may be done on
the first following day that is not a Saturday, Sunday or public
holiday.

(2) Where in this Act anything is required or allowed to be done
within a number of days not exceeding six a day that is a
Saturday, Sunday or public holiday shall not be reckoned in
computing that number.

COMPANIES ACT 1990 – SECT 5
Orders.

5.—The Minister may by order revoke or amend an order made by him
under any provision of this Act, other than section 2.

COMPANIES ACT 1990 – SECT 6
Repeals.

6.—(1) The following provisions of The Principal Act are hereby
repealed – sections 147, 162 (inserted by section 6 of the
Companies (Amendment) Act, 1982), 163, 165 to 173, 184, 294, 296,
380 and 385, and the Seventh and Tenth Schedules.

(2) The following provisions are also hereby repealed—

( a ) Regulation 8 of the European Communities (Companies)
Regulations, 1973,

( b ) section 6 of the Companies (Amendment) Act, 1977, and

( c ) section 21 of the Companies (Amendment) Act, 1986.

COMPANIES ACT 1990 – PART II
– INVESTIGATIONS

COMPANIES ACT 1990 – SECT 7
Investigation of company’s affairs.

7.—(1) The court may appoint one or more competent inspectors to
investigate the affairs of a company in order to enquire into
matters specified by the court and to report thereon in such manner
as the court directs—

( a ) in the case of a company having a share capital, on the
application either of not less than 100 members or of a member or
members holding not less than one-tenth of the paid up share
capital of the company;

( b ) in the case of a company not having a share capital, on
the application of not less than one-fifth in number of the persons
on the company’s register of members;

( c ) in any case, on the application of the company;

( d ) in any case, on the application of a director of the
company;

( e ) in any case, on the application of a creditor of the
company.

(2) The application shall be supported by such evidence as the
court may require, including such evidence as may be prescribed.

(3) Where an application is made under this section, the court may
require the applicant or applicants to give security, to an amount
not less than £500 and not exceeding £100,000, for payment of the
costs of the investigation.

(4) Where the court appoints an inspector under this section or
section 8, it may, from time to time, give such directions as it
thinks fit, whether to the inspector or otherwise, with a view to
ensuring that the investigation is carried out as quickly and as
inexpensively as possible.

COMPANIES ACT 1990 – SECT 8
Investigation of company’s affairs on application of Minister.

8.—(1) Without prejudice to its powers under section 7, the court
may on the application of the Minister appoint one or more
competent application of Minister. inspectors to investigate the
affairs of a company and to report thereon in such manner as the
court shall direct, if the court is satisfied that there are
circumstances suggesting

( a ) that its affairs are being or have been conducted with
intent to defraud its creditors or the creditors of any other
person or otherwise for a fraudulent or unlawful purpose or in an
unlawful manner or in a manner which is unfairly prejudicial to
some part of its members, or that any actual or proposed act or
omission of the company (including an act or omission on its
behalf) is or would be so prejudicial, or that it was formed for
any fraudulent or unlawful purpose; or

( b ) that persons connected with its formation or the management
of its affairs have in connection therewith been guilty of fraud,
misfeasance or other misconduct towards it or towards its members;
or

( c ) that its members have not been given all the information
relating to its affairs which they might reasonably expect.

( 2 ) ( a ) The power conferred by section 7 or this section
shall be exercisable with respect to a body corporate not
withstanding that it is in course of being wound up.

( b ) The reference in subsection (1) (a) to the members of a
company shall have effect as if it included a reference to any
person who is not a member but to whom shares in the company have
been transferred or transmitted by operation of law.

COMPANIES ACT 1990 – SECT 9
Power of inspectors to extend investigation into affairs of related
companies.

9.—If an inspector appointed under section 7 or 8 to investigate
the affairs of a company thinks it necessary for the purposes of
his investigation to investigate also the affairs of any other body
corporate which is related to such company, he shall, with the
approval of the court, have power so to do, and shall report on
the affairs of the other body corporate so far as he thinks the
results of his investigation thereof are relevant to the
investigation of the affairs of the first-mentioned company.

COMPANIES ACT 1990 – SECT 10
Production of documents and evidence on investigation.

10.—(1) It shall be the duty of all officers and agents of the
company and of all officers and agents of any other body corporate
whose affairs are investigated by virtue of section 9 to produce to
the inspectors all books and documents of or relating to the
company, or, as the case may be, the other body corporate which
are in their custody or power, to attend before the inspectors when
required so to do and otherwise to give to the inspectors all
assistance in connection with the investigation which they are
reasonably able to give.

(2) If the inspectors consider that a person other than an officer
or agent of the company or other body corporate is or may be in
possession of any information concerning its affairs, they may
require that person to produce to them any books or documents in
his custody or power relating to the company or other body
corporate, to attend before them and otherwise to give them all
assistance in connection with the investigation which he is
reasonably able to give; and it shall be the duty of that person
to comply with the requirement.

(3) If an inspector has reasonable grounds for believing that a
director of the company or other body corporate whose affairs the
inspector is investigating maintains or has maintained a bank account
of any description, whether alone or jointly with another person and
whether in the State or elsewhere, into or out of which there has
been paid—

( a ) any money which has resulted from or been used in the
financing of any transaction, arrangement or agreement—

(i) particulars of which have not been disclosed in a note to the
accounts of any company for any financial year as required by
section 41; or

(ii) in respect of which any amount outstanding was not included in
the aggregate amounts outstanding in respect of certain transactions,
arrangements or agreements as required by section 43 to be disclosed
in a note to the accounts of any company for any financial year;
or

(iii) particulars of which were not included in any register of
certain transactions, arrangements and agreements as required by
section 44,. or

( b ) any money which has been in any way connected with any act
or omission, or series of acts or omissions, which on the part of
that director constituted misconduct (whether fraudulent or not)
towards that company or body corporate or its members;

the inspector may require the director to produce to him all
documents in the director’s possession, or under his control,
relating to that bank account; and in this subsection “bank account
includes an account with any person exempt by virtue of section 7
(4) of the Central Bank Act, 1971, from the requirement of holding
a licence under section 9 of that Act, and “director” includes any
present or past director or any person connected, within the meaning

of section 26, with such director, and any present or past shadow
director.

(4) An inspector may examine on oath, either by word of mouth or
on written interrogatories, the officers and agents of the company
or other body corporate and such person as is mentioned in
subsection (2) in relation to its affairs and may—

( a ) administer an oath accordingly,

( b ) reduce the answers of such person to writing and require
him to sign them.

(5) If any officer or agent of the company or other body corporate
or any such person as is mentioned in subsection (2) refuses to
produce to the inspectors any book or document which it is his
duty under this section so to produce, refuses to attend before the
inspectors when required so to do or refuses to answer any question
which is put to him by the inspectors with respect to the affairs
of the company or other body corporate as the case may be, the
inspectors may certify the refusal under their hand to the court,
and the court may thereupon enquire into the case and, after
hearing any witnesses who may be produced against or on behalf of
the alleged offender and any statement which may be offered in
defence, punish the offender in like manner as if he had been
guilty of contempt of court.

(6) Without prejudice to its power under subsection (5), the court
may, after a hearing under that subsection, make any order or
direction it thinks fit, including a direction to the person
concerned to attend or re-attend before the inspector or produce
particular books or documents or answer particular questions put to
him by the inspector, or a direction that the person concerned need
not produce a particular book or document or answer a particular
question put to him by the inspector.

(7) In this section, any reference to officers or to agents shall
include past, as well as present, officers or agents, as the case
may be, and “agents”, in relation to a company or other body
corporate, shall include the bankers and solicitors of the company
or other body corporate and any persons employed by the company or
other body corporate as auditors, whether those persons are or are
not officers of the company or other body corporate.

COMPANIES ACT 1990 – SECT 11
Inspector’s reports.

11.—(1) Inspectors appointed under section 7 or 8 may, and if so
directed by the court shall, make interim reports to the court and
on the conclusion of the investigation, shall make a final report
to the court.

(2) Notwithstanding anything contained in subsection (1), an inspect
or
appointed under section 7 or 8 may at any time in the course of
his investigation, without the necessity of making an interim report,
inform the court of matters coming to his knowledge as a result of
the investigation tending to show that an offence has been

committed.

(3) Where inspectors were appointed under section 7 or 8, the court
shall furnish a copy of every report of theirs to the Minister and
the court may, if it thinks fit—

( a ) forward a copy of any report made by the inspectors to the
company’s registered office,

( b ) furnish a copy on request and payment of the prescribed fee
to—

(i) any member of the company or other body corporate which is the
subject of the report;

(ii) any person whose conduct is referred to in the report;

(iii) the auditors of that company or body corporate;

(iv) the applicants for the investigation;

(v) any other person (including an employee) whose financial
interests appear to the court to be affected by the matters dealt
with in the report whether as a creditor of the company or body
corporate or otherwise;

(vi) the Central Bank, in any case in which the report of the
inspectors relates, wholly or partly, to the affairs of the holder
of a licence under section 9 of the Central Bank Act, 1971; and

( c ) cause any such report to be printed and published.

(4) Where the court so thinks proper it may direct that a
particular part of a report made by virtue of this section be
omitted from a copy forwarded or furnished under subsection (3) (a)
or (b), or from the report as printed and published under
subsection (3) (c).

COMPANIES ACT 1990 – SECT 12
Proceedings on inspectors report.

12.—(1) Having considered a report made under section 11, the court

may make such order as it deems fit in relation to matters arising
from that report including—

( a ) an order of its own motion for the winding up of a body
corporate, or

( b ) an order for the purpose of remedying any disability
suffered by any person whose interests were adversely affected by
the conduct of the affairs of the company, provided that, in making
any such order, the court shall have regard to the interests of
any other person who may be adversely affected by the order.

(2) If, in the case of any body corporate liable to be wound up
under the Companies Acts, it appears to the Minister from—

( a ) any report made under section 11 as a result of an
application by the Minister under section 8, or

( b ) any report made by inspectors appointed by the Minister
under this Act, or

( c ) any information or document obtained by the Minister under
this Part,

that a petition should be presented for the winding up of the
body, the Minister may, unless the body is already being wound up
by the court, present a petition for it to be so wound up if the
court thinks it just and equitable for it to be so wound up.

COMPANIES ACT 1990 – SECT 13
Expenses of investigation of company’s affairs.

13.—(1) The expenses of and incidental to an investigation by an
inspector appointed by the court under the foregoing provisions of
this Act shall be defrayed in the first instance by the Minister
for Justice but the court may direct that any person being—

( a ) a body corporate dealt with in the report, or

( b ) the applicant or applicants for the investigation,

shall be liable, to such extent as the court may direct, to repay
the Minister for Justice, provided that no such liability on the
part of the applicant or applicants shall exceed in the aggregate
£100,000.

(2) Without prejudice to subsection (1), any person who is—

( a ) convicted on indictment of an offence on a prosecution
instituted as a result of an investigation,

( b ) ordered to pay damages or restore any property in
proceedings brought as a result of an investigation, or

( c ) awarded damages or to whom property is restored in
proceedings brought as a result of an investigation,

may, in the same proceedings, be ordered to repay all or part of
the expenses referred to in subsection (1) to the Minister for
Justice or to any person on whom liability has been imposed by the
court under that subsection, provided that, in the case of a person
to whom paragraph (c) relates, the court shall not order payment in
excess of one-tenth of the amount of the damages awarded or of the
value of the property restored, as the case may be, and any such
order shall not be executed until the person concerned has received
his damages or the property has been restored, as the case may be.

(3) The report of an inspector may, if he thinks fit, and shall,
if the court so directs, include a recommendation as to the
directions (if any) which he thinks appropriate, in the light of
his investigation, to be given under subsection (1).

COMPANIES ACT 1990 – SECT 14
Appointment and powers of inspectors to investigate ownership of
company.

14.—(1) The Minister may, subject to subsection (2), appoint one
or
more competent inspectors to investigate and report on the membership
of any company and otherwise with respect to the company for the
purpose of determining the true persons who are or have been
financially interested in the success or failure (real or apparent)
of the company or able to control or materially to influence the
policy of the company.

(2) An appointment may be made by the Minister if he is of the
opinion that there are circumstances suggesting that it is necessary—

( a ) for the effective administration of the law relating to
companies;

( b ) for the effective discharge by the Minister of his functions
under any enactment; or

( c ) in the public interest.

(3) The appointment of an inspector under this section may define
the scope of his investigation, whether as respects the matters or
the period to which it is to extend or otherwise, and in
particular may limit the investigation to matters connected with
particular shares or debentures.

(4) Subject to the terms of an inspector’s appointment his powers
shall extend to the investigation of any circumstances suggesting the
existence of an arrangement or understanding which, though not
legally binding, is or was observed or likely to be observed in
practice and which is relevant to the purposes of his investigation.

(5) For the purposes of any investigation under this section,
sections 9 to 1111, except section 10 (3), shall apply with the
necessary modifications of references to the affairs of the company
or to those of any other body corporate, so, however, that—

( a ) the said sections shall apply in relation to all persons
who are or have been, or whom the inspector has reasonable cause
to believe to be or have been, financially interested in the
success or failure or the apparent success or failure of the
company or any other body corporate whose membership is investigated
with that of the company, or able to control or materially to
influence the policy thereof, including persons concerned only on
behalf of others and to any other person whom the inspector has
reasonable cause to believe possesses information relevant to the
investigation, as they apply in relation to officers and agents of
the company or of the other body corporate, as the case may be;

( b ) if the Minister is of opinion that there is good reason
for not divulging any part of a report made by virtue of this
section he may disclose the report with the omission of that part;
and may cause to be kept by the registrar of companies a copy of
the report with that part omitted or, in the case of any other

such report, a copy of the whole report; and

( c ) for references to the court (except in section 10 (5) and
(6)), there shall be substituted references to the Minister.

COMPANIES ACT 1990 – SECT 15
Power to require information as to persons interested in shares or
debentures.

15.—(1) Where it appears to the Minister that it is necessary—

( a ) for the effective administration of the law relating to
companies;

( b ) for the effective discharge by the Minister of his functions
under any enactment; or

( c ) in the public interest;

to investigate the ownership of any shares in or debentures of a
company and that it is unnecessary to appoint an inspector for the
purpose, he may require any person whom he has reasonable cause to
believe to have or to be able to obtain any information as to the
present and past interests in those shares or debentures and the
names and addresses of the persons interested and of any persons
who act or have acted on their behalf in relation to the shares
or debentures to give any such information to the Minister.

(2) For the purposes of this section a person shall be deemed to
have an interest in a share or debenture if he has any right to
acquire or dispose of the share or debenture or any interest
therein or to vote in respect thereof or if his consent is
necessary for the exercise of any of the rights of other persons
interested therein or if the other persons interested therein can be
required or are accustomed to exercise their rights in accordance
with his instructions.

(3) Any person who fails to give any information required of him
under this section or who in giving any such information makes any
statement which he knows to be false in a material particular, or
recklessly makes any statement which is false in a material
particular, shall be guilty of an offence.

COMPANIES ACT 1990 – SECT 16
Power to impose restrictions on shares or debentures.

16.—(1) Where in connection with an investigation or enquiry under
section 14 or 15 it appears to the Minister that there is
difficulty in finding out the relevant facts about any shares
(whether issued or to be issued), the Minister may by notice in
writing direct that the shares shall until further notice be subject
to the restrictions imposed by this section.

(2) So long as a direction under subsection (1) in respect of any
shares is in force—

( a ) any transfer of those shares, or in the case of unissued

shares any transfer of the right to be issued therewith and any
issue thereof, shall be void;

( b ) no voting rights shall be exercisable in respect of those
shares;

( c ) no further shares shall be issued in right of those shares
or in pursuance of any offer made to the holder thereof; and

( d ) except in a liquidation, no payment shall be made of any
sums due from the company on those shares, whether in respect of
capital or otherwise.

(3) Where shares are subject to the restrictions imposed by
subsection (2) (a) any agreement to transfer the shares or in the
case of unissued shares the right to be issued with the shares
shall be void except an agreement to sell the shares pursuant to
subsection (6) (b).

(4) Where shares are subject to the restrictions imposed by
subsection (2) (c) or (2) (d) any agreement to transfer any righ
t
to be issued with other shares in right of those shares or to
receive any payment on those shares (otherwise than in a
liquidation) shall be void except an agreement to transfer any such
right on the sale of the shares pursuant to subsection (6) (b).

(5) Where the Minister directs that shares shall be subject to the
said restrictions, or refuses to direct that shares shall cease to
be subject thereto, any person aggrieved thereby may apply to the
court for an order that the shares shall cease to be subject
thereto.

(6) Subject to subsections (7) and (13), an order of the court or
a direction of the Minister that shares shall cease to be subject
to the restrictions imposed by this section may be made only if

( a ) the court or, as the case may be, the Minister is
satisfied that the relevant facts about the shares have been
disclosed to the company and no unfair advantage had accrued to any
person as a result of the earlier failure to make that disclosure;
or

( b ) the shares are to be sold and the court or the Minister
approves the sale.

(7) Where any shares in a company are subject to the restrictions
imposed by this section, the court may on the application of the
Minister or the company order the shares to be sold, subject to
the approval of the court as to the sale, and may also direct
that the shares shall cease to be subject to those restrictions.

(8) Where an order has been made under subsection (7) then, on
application of the Minister, the company, the person appointed by or
in pursuance of the order to effect the sale or any person
interested in the shares, the court may make such further order
relating to the sale or to the transfer of the shares as it
thinks fit.

(9) Where any shares are sold in pursuance of an order made under
subsection (7), the proceeds of sale, less the costs of the sale,
shall be paid into court for the benefit of the persons who are
beneficially interested in the shares; and any such person may apply
to the court for the whole or part of those proceeds to be paid
to him.

(10) On an application under subsection (9) the court shall, subject

to subsection (11), order the payment to the applicant of the whole
of the proceeds of sale together with any interest thereon or, if
any other person had a beneficial interest in the shares at the
time of their sale, such proportion of those proceeds and interest
as is equal to the proportion which the value of the applicant’s
interest in the shares bears to the total value of the shares.

(11) On granting an application for an order under subsection (7)
or (8), the court may order that the costs of the applicant shall
be paid out of the proceeds of sale; and, where an order under
this subsection is made, the applicant shall be entitled to payment
of his costs out of the proceeds of sale before any person
interested in the shares in question receives any part of those
proceeds.

(12) Any order or direction that shares shall cease to be subject
to the said restrictions which is expressed to be made or given
with a view to permitting a transfer of those shares or which is
made under subsection (7) may continue the restrictions mentioned in
subsection (2) (c) and (2) (d) in whole or in part, so far as
they relate to any right acquired or offer made before the
transfer.

(13) Subsection (6) shall not apply in relation to any order of
the court or of the Minister directing that shares shall cease to
be subject to any restrictions which have been continued in force
in relation to those shares by virtue of subsection (12).

(14) Any person who—

( a ) exercises or purports to exercise any right to dispose of
any shares which, to his knowledge, are for the time being subject
to the said restrictions or of any right to be issued with any
such shares; or

( b ) votes in respect of any such shares, whether as holder or
proxy, or appoints a proxy to vote in respect thereof; or

( c ) being the holder of any such shares, fails to notify of
their being subject to the said restrictions any person whom he
does not know to be aware of that fact but does know to be
entitled, apart from the said restrictions, to vote in respect of
those shares whether as holder or proxy; or

( d ) being the holder of any such shares, or being entitled to
any such right as is mentioned in subsection (4) enters into an
agreement which is void by virtue of subsection (3) or (4);

shall be guilty of an offence.

(15) Where shares in any company are issued in contravention of the
said restrictions, the company and every officer of the company who
is in default shall be guilty of an offence.

(16) Summary proceedings shall not be instituted under this section
except by or with the consent of the Minister.

(17) This section shall apply in relation to debentures as it
applies in relation to shares.

(18) The Minister shall cause notice of any direction given by him
under this section—

( a ) to be sent to the company concerned at its registered
office, and

( b ) to be delivered to the registrar of companies,

( c ) to be published in Iris Oífigi il and in at least two
daily newspapers,

as soon as may be after the direction is given.

COMPANIES ACT 1990 – SECT 17
Extension of powers of investigation to certain bodies incorporated
outside the State.

17.—Sections 8 to 11, 13, 18 and 22 shall apply to all bodies
corporate incorporated outside the State which are carrying on
business in the State or have at any time carried on business
therein as if they were companies registered under The Principal
Act, subject to any necessary modifications.

COMPANIES ACT 1990 – SECT 18
Admissibility in evidence of certain matters.

18.—An answer given by a person to a question put to him in
exercise of powers conferred by—

( a ) section 10;

( b ) section 10 as applied by sections 14 and 17; or

( c ) rules made in respect of the winding-up of companies whether
by the court or voluntarily under section 68 of the Courts of
Justice Act, 1936, as extended by section 312 of the Principal Act;

may be used in evidence against him, and a statement required by
section 224 of the Principal Act may be used in evidence against
any person making or concurring in making it.

COMPANIES ACT 1990 – SECT 19
Power of Minister to require production of documents.

19.—(1) The Minister may, subject to subsection (2), give directi
ons

to any body being—

( a ) a company formed and registered under the Companies Acts;

( b ) an existing company within the meaning of those Acts;

( c ) a company to which The Principal Act applies by virtue of
section 325 thereof or which is registered under that Act by virtue
of Part IX thereof;

( d ) a body corporate incorporated in, and having a principal
place of business in, the State, being a body to which any of the
provisions of the said Act with respect to prospectuses and
allotments apply by virtue of section 377 of that Act;

( e ) a body corporate incorporated outside the State which is
carrying on business in the State or has at any time carried on
business therein;

( f ) any other body, whether incorporated or not, which is, or
appears, to the Minister to be, an insurance undertaking to which
the Insurance Acts, 1909 to 1990, or regulations on insurance made
under the European Communities Act, 1972, would apply,

requiring the body, at such time and place as may be specified in
the directions, to produce such books or documents as may be so
specified, or may at any time, if he thinks there is good reason
so to do, authorise any officer of his, on producing (if required
so to do) evidence of his authority, to require any such body as
aforesaid to produce to him forthwith any books or documents which
the officer may specify.

(2) Directions may be given by the Minister if he is of the
opinion that there are circumstances suggesting that—

( a ) it is necessary to examine the books and documents of the
body with a view to determining whether an inspector should be
appointed to conduct an investigation of the body under the
Companies Acts; or

( b ) that the affairs of the body are being or have been
conducted with intent to defraud—

(i) its creditors,

(ii) the creditors of any other person, or

(iii) its members; or

( c ) that the affairs of the body are being or have been
conducted for a fraudulent purpose other than described in paragraph
(b); or

( d ) that the affairs of the body are being or have been
conducted in a manner which is unfairly prejudicial to some part of
its members; or

( e ) that any actual or proposed act or omission or series of
acts or omissions of the body or on behalf of the body are or
would be unfairly prejudicial to some part of its members; or

( f ) that any actual or proposed act or omission or series of
acts or omissions of the body or on behalf of the body are or
are likely to be unlawful; or

( g ) that the body was formed for any fraudulent purpose; or

( h ) that the body was formed for any unlawful purpose.

(3) Where by virtue of subsection (1) the Minister or an officer
authorised by the Minister has power to require the production of
any books or documents from any body, the Minister or officer shall
have the like power to require production of those books or
documents from any person who appears to the Minister or officer to
be in possession of them; but where any such person claims a lien
on books or documents produced by him, the production shall be
without prejudice to the lien.

(4) Any power conferred by or by virtue of this section to require
a body or other person to produce books or documents shall include
power—

( a ) if the books or documents are produced—

(i) to take copies of them or extracts from them; and

(ii) to require that person, or any other person who is a present
or past officer of, or is or was at any time employed by, the
body in question, to provide an explanation of any of them;

( b ) if the books or documents are not produced, to require the
person who was required to produce them to state, to the best of
his knowledge and belief, where they are.

(5) If a requirement to produce books or documents or provide an
explanation or make a statement which is imposed by virtue of this
section is not complied with, the body or other person on whom the
requirement was so imposed shall be guilty of an offence; but where
a person is charged with an offence under this subsection in
respect of a requirement to produce any books or documents, it
shall be a defence to prove that they were not in his possession
or under his control and that it was not reasonably practicable for
him to comply with the requirement.

(6) A statement made by a person in compliance with a requirement
imposed by virtue of this section may be used in evidence against
him.

(7) Nothing in this section shall prevent the Minister from
authorising a person other than an officer of his to exercise the
functions which an officer of his may exercise under this section
and, where the Minister so authorises, such person shall have the
same rights, duties and obligations as if he were such officer.

COMPANIES ACT 1990 – SECT 20
Entry and search of premises.

20.—(1) If a District Justice is satisfied on information on oath
laid by an officer authorised by the Minister or laid under the
authority of the Minister that there are reasonable grounds for
suspecting that there are on any premises any books or documents of
which production has been required under section 14, 15 or 19, and
which have not been produced in compliance with that requirement,
the Justice may issue a warrant authorising any member of the Garda
Síochána together with any other persons named in the warrant and
any other members of the Garda Síochána to enter the premises
specified in the information (using such force as is reasonably
necessary for the purpose) and to search the premises and take
possession of any books or documents appearing to be such books or
documents as aforesaid, or to take, in relation to any books or
documents so appearing, any other steps which may appear necessary
for preserving them and preventing interference with them.

(2) Every warrant issued under this section shall continue in force
until the end of the period of one month after the date on which
it is issued.

(3) Any books or documents of which possession is taken under this
section may be retained for a period of three months or, if within
that period there are commenced any such criminal proceedings as are
mentioned in section 21 (1) (a) or (1) (b) (being proceedings t
o
which the books or documents are relevant), until the conclusion of
those proceedings.

(4) A person who obstructs the exercise of a right of entry or
search conferred by virtue of a warrant issued under this section
or who obstructs the exercise of a right so conferred to take
possession of any books or documents, shall be guilty of an
offence.

COMPANIES ACT 1990 – SECT 21
Provision for security of information.

21.—(1) No information, book or document relating to a body which
has been obtained under section 19 or 20 shall, without the
previous consent in writing of that body, be published or disclosed,
except to a competent authority, unless the publication or disclosure
is required—

( a ) with a view to the institution of, or otherwise for the
purposes of, any criminal proceedings pursuant to, or arising out of
the Companies Acts or any criminal proceedings for an offence
entailing misconduct in connection with the management of the body’s
affairs or misapplication or wrongful retainer of its property;

( b ) with a view to the institution of, or otherwise for the
purposes of, any criminal proceedings pursuant to or arising out of
the Exchange Control Acts, 1954 to 1986, or the Insurance Acts,
1909 to 1990, or regulations on insurance made under the European
Communities Act, 1972;

( c ) for the purpose of complying with any requirement, or
exercising any power, imposed or conferred by this Part with respect
to reports made by inspectors appointed thereunder by the court or
the Minister;

( d ) with a view to the institution by the Minister of
proceedings for the winding-up under The Principal Act of the body
or otherwise for the purposes of proceedings instituted by him for
that purpose;

( e ) for the purposes of proceedings under section 20.

(2) A person who publishes or discloses any information, book or
document in contravention of this section shall be guilty of an
offence.

(3) For the purposes of this section “competent authority” includes—

( a ) the Minister,

( b ) a person authorised by the Minister,

( c ) an inspector appointed under this Act,

( d ) the Minister for Finance,

( e ) an officer authorised by the Minister for Finance,

( f ) any court of competent jurisdiction,

( g ) a supervisory authority within the meaning of regulations
relating to insurance made under the European Communities Act, 1972,
and

( h ) the Central Bank.

COMPANIES ACT 1990 – SECT 22
Inspector’s reports to be evidence.

22.—A document purporting to be a copy of a report of an inspector
to be evidence. appointed under the provisions of this Part shall
be admissible in any civil proceedings as evidence—

( a ) of the facts set out therein without further proof unless
the contrary is shown, and

( b ) of the opinion of the inspector in relation to any matter
contained in the report.

COMPANIES ACT 1990 – SECT 23
Saving for privileged information.

23.—(1) Nothing in this Part shall compel the disclosure by any
person of any information which he would, in the opinion of the
court, be entitled to refuse to produce on the grounds of legal
professional privilege or authorise the taking of possession of any
document containing such information which is in his possession.

(2) The Minister shall not, under section 19, require, or authorise
an officer of his to require, the production by a person carrying
on the business of banking of a document relating to the affairs
of a customer of his unless either it appears to the Minister that
it is necessary so to do for the purpose of investigating the
affairs of the first-mentioned person or the customer is a person
on whom a requirement has been imposed by virtue of that section.

(3) The publication, in pursuance of any provision of this Part, of
any report, information, book or document shall be privileged.

COMPANIES ACT 1990 – SECT 24
Power to make supplementary regulations.

24.—(1) If, in any respect, any difficulty arises in bringing any
provision of this Part into operation or in relation to the
operation of any such provision, the Minister may by regulations do
anything which appears to him to be necessary or expedient for
removing that difficulty, for bringing the provision into operation,
or for securing or facilitating its operation, and any such
regulations may modify any provision of this Part so far as may be
necessary or expedient for carrying such provision into effect for
the purposes aforesaid.

(2) Every regulation made by the Minister under this section shall
be laid before each House of the Oireachtas as soon as may be
after it is made and, if a resolution annulling the regulation is
passed by either House within the next 21 days on which that House
has sat after the regulation is laid before it, the regulation
shall be annulled accordingly, but without prejudice to the validity
of anything previously done thereunder.

COMPANIES ACT 1990 – PART III
– TRANSACTIONS INVOLVING DIRECTORS

Preliminary

COMPANIES ACT 1990 – SECT 25
Interpretation of Part III.

25.—(1) In this Part, unless the context otherwise requires—

“credit transactions” has the meaning assigned to it by subsection
(3);

“guarantee” includes indemnity;

“quasi-loan” has the meaning assigned to it by subsection (2);

“licensed bank” means the holder of a licence under section 9 of
the Central Bank Act, 1971.

(2) For the purposes of this Part—

( a ) a quasi-loan is a transaction under which one party (“the
creditor”) agrees to pay, or pays otherwise than in pursuance of an

agreement, a sum for another (“the borrower”) or agrees to
reimburse, or reimburses otherwise than in pursuance of an agreement,
expenditure incurred by another party for another (“the borrower”)—

(i) on terms that the borrower (or a person on his behalf) will
reimburse the creditor; or

(ii) in circumstances giving rise to a liability on the borrower to
reimburse the creditor;

( b ) any reference to the person to whom a quasi-loan is made
is a reference to the borrower; and

( c ) the liabilities of a borrower under a quasi-loan include the
liabilities of any person who has agreed to reimburse the creditor
on behalf of the borrower.

(3) For the purposes of this Part a credit transaction is a
transaction under which one party (“the creditor”)—

( a ) supplies any goods or sells any land under a hire-purchase
agreement or conditional sale agreement;

( b ) leases or licenses the use of land or hires goods in
return for periodical payments;

( c ) otherwise disposes of land or supplies goods or services on
the understanding that payment (whether in a lump-sum or instalments
or by way of periodical payments or otherwise) is to be deferred.

(4) For the purposes of this Part the value of a transaction or
arrangement is—

( a ) in the case of a loan, the principal of the loan;

( b ) in the case of a quasi-loan, the amount, or maximum amount,
which the person to whom the quasi-loan is made is liable to
reimburse the creditor;

( c ) in the case of a transaction or arrangement, other than a
loan or quasi-loan or a transaction or arrangement within paragraph
( d ) or (e), the price which it is reasonable to expect could
be obtained for the goods, land or services to which the
transaction or arrangement relates if they had been supplied at the
time the transaction or arrangement is entered into in the ordinary
course of business and on the same terms (apart from price) as
they have been supplied or are to be supplied under the transaction
or arrangement in question;

( d ) in the case of a guarantee or security, the amount
guaranteed or secured;

( e ) in the case of an arrangement to which section 31 (2) or
31 (3) applies the value of the transaction to which the
arrangement relates less any amount by which the liabilities under
the arrangement or transaction of the person for whom the
transaction was made have been reduced.

(5) For the purposes of subsection (4), the value of a transaction
or arrangement which is not capable of being expressed as a
specific sum of money (because the amount of any liability arising
under the transaction is unascertainable, or for any other reason)
shall, whether or not any liability under the transaction has been
reduced, be deemed to exceed £50,000.

(6) For the purposes of this Part, a transaction or arrangement is
made for a person if—

( a ) in the case of a loan or quasi-loan, it is made to him;

( b ) in the case of a credit transaction, he is the person to
whom goods or services are supplied, or land is sold or otherwise
disposed of, under the transaction;

( c ) in the case of a guarantee or security, it is entered into
or provided in connection with a loan or quasi-loan made to him or
a credit transaction made for him;

( d ) in the case of an arrangement to which section 31 (2) or
31 (3) applies, the transaction to which the arrangement relates was
made for him; and

( e ) in the case of any other transaction or arrangement for the
supply or transfer of goods, land or services (or any interest
therein), he is the person to whom the goods, land or services (or
the interest) are supplied or transferred.

(7) This Part, except sections 41, 43 and 44, does not apply to
arrangements or transactions entered into before the commencement of
this section but, for the purposes of determining whether an
arrangement is one to which section 31 (2) or 31 (3) applies the
transaction to which the arrangement relates shall, if it was
entered into before the said commencement, be deemed to have been
entered into thereafter.

(8) This Part shall have effect in relation to an arrangement or
transaction whether governed by the law of the State or of another
country.

COMPANIES ACT 1990 – SECT 26
Connected persons.

26.—(1) For the purposes of this Part, a person is connected with
a director of a company if, but only if, he is—

( a ) that director’s spouse, parent, brother, sister or child;

( b ) a person acting in his capacity as the trustee of any
trust, the principal beneficiaries of which are the director, his
spouse or any of his children or any body corporate which he
controls; or

( c ) a partner of that director;

unless that person is also a director of the company.

(2) A body corporate shall also be deemed to be connected with a
director of a company if it is controlled by that director.

(3) For the purposes of this section, a director of a company
shall be deemed to control a body corporate if, but only if, he
is, alone or together with any of the persons referred to in
paragraph (a), (b) or (c) of subsection (1), interested in more
than one-half of the equity share capital of that body or entitled
to exercise or control the exercise of more than one-half of the
voting power at any general meeting of that body.

(4) In subsection (3)—

( a ) “equity share capital” has the same meaning as in section
155 of the Principal Act; and

( b ) references to voting power exercised by a director shall
include references to voting power exercised by another body
corporate which that director controls.

(5) The provisions of section 54 shall have effect for the purposes
of subsection (3) with the substitution of the words “more than
half” for the words “one-third or more” in subsections (5) and (6)
of that section.

COMPANIES ACT 1990 – SECT 27
Shadow directors.

27.—(1) Subject to subsection (2), a person in accordance with wh
ose
directions or instructions the directors of a company are accustomed
to act (in this Act referred to as “a shadow director”) shall be
treated for the purposes of this Part as a director of the company
unless the directors are accustomed so to act by reason only that
they do so on advice given by him in a professional capacity.

(2) A shadow director shall not be guilty of an offence under
section 44 (8) by virtue only of subsection (1).

(3) section 194 of the Principal Act shall apply in relation to a
shadow director of a company as it applies in relation to a
director of a company, except that the shadow director shall declare
his interest, not at a meeting of the directors, but by a notice
in writing to the directors which is either—

( a ) a specific notice given before the date of the meeting at
which, if he had been a director, the declaration would be required
by subsection (2) of that section to be made; or

( b ) a notice which under subsection (3) of that section falls
to be treated as a sufficient declaration of that interest or would
fall to be so treated apart from the proviso;

and section 145 of that Act shall have effect as if the
declaration had been made at the meeting in question and had
accordingly formed part of the proceedings at that meeting.

Particular transactions involving conflict of interest

COMPANIES ACT 1990 – SECT 28
Contracts of employment of director’s.

28.—(1) Subject to subsection (6), a company shall not incorporat
e
employment of directors. in any agreement a term to which this
section applies unless the term is first approved by a resolution
of the company in general meeting and, in the case of a director
of a holding company, by a resolution of that company in general
meeting.

(2) This section applies to any term by which a director’s
employment with the company of which he is the director or, where
he is the director of a holding company, his employment within the
group is to continue, or may be continued, otherwise than at the
instance of the company (whether under the original agreement or
under a new agreement entered into in pursuance of the original
agreement), for a period exceeding five years during which the
employment

( a ) cannot be terminated by the company by notice; or

( b ) can be so terminated only in specified circumstances.

(3) In any case where—

( a ) a person is or is to be employed with a company under an
agreement which cannot be terminated by the company by notice or
can be so terminated only in specified circumstances; and

( b ) more than six months before the expiration of the period
for which he is or is to be so employed, the company enters into
a further agreement (otherwise than in pursuance of a right
conferred by or by virtue of the original agreement on the other
party thereto) under which he is to be employed with the company
or, where he is a director of a holding company, within the group,

subsection (2) shall apply as if to the period for which he is to
be employed under that further agreement there were added a further
period equal to the unexpired period of the original agreement.

(4) A resolution of a company approving a term to which this
section applies shall not be passed at a general meeting of the
company unless a written memorandum setting out the proposed
agreement incorporating the term is available for inspection by
members of the company both—

( a ) at the registered office of the company for not less than
the period of 15 days ending with the date of the meeting; and

( b ) at the meeting itself.

(5) A term incorporated in an agreement in contravention of this
section shall to the extent that it contravenes this section be
void; and that agreement and, in a case where subsection (3)

applies, the original agreement shall be deemed to contain a term
entitling the company to terminate it at any time by the giving of
reasonable notice.

(6) No approval is required to be given under this section by any
body corporate unless it is a company within the meaning of The
Principal Act or registered under Part IX of that Act or if it
is, for the purposes of section 150 of that Act, a wholly owned
subsidiary of any body corporate, wherever incorporated.

(7) In this section—

( a ) “employment” includes employment under a contract for
services; and

( b ) “group”, in relation to a director of a holding company,
means the group which consists of that company and its subsidiaries.

COMPANIES ACT 1990 – SECT 29
Substantial property transactions involving directors, etc.

29.—(1) Subject to subsections (6), (7) and (8), a company sh
all
not enter into an arrangement—

( a ) whereby a director of the company or its holding company or
a person connected with such a director acquires or is to acquire
one or more non-cash assets of the requisite value from the
company; or

( b ) whereby the company acquires or is to acquire one or more
non-cash assets of the requisite value from such a director or a
person so connected;

unless the arrangement is first approved by a resolution of the
company in general meeting and, if the director or connected person
is a director of its holding company or a person connected with
such a director, by a resolution in general meeting of the holding
company.

(2) For the purposes of this section a non-cash asset is of the
requisite value if at the time the arrangement in question is
entered into its value is not less than £1,000 but, subject to
that, exceeds £50,000 or ten per cent of the amount of the
company’s relevant assets, and for those purposes the amount of a
company’s relevant assets is—

( a ) except in a case falling within paragraph (b), the value of
its net assets determined by reference to the accounts prepared and
laid in accordance with the requirements of section 148 of the
Principal Act in respect of the last preceding financial year in
respect of which such accounts were so laid;

( b ) where no accounts have been prepared and laid under that
section before that time, the amount of its called-up share capital.

(3) An arrangement entered into by a company in contravention of
this section and any transaction entered into in pursuance of the

arrangement (whether by the company or any other person) shall be
voidable at the instance of the company unless—

(a) restitution of any money or any other asset which is the
subject-matter of the arrangement or transaction is no longer
possible or the company has been indemnified in pursuance of
subsection (4) ( b ) by any other person for the loss or damage
suffered by it; or

( b ) any rights acquired bona fide for value and without actual
notice of the contravention by any person who is not a party to
the arrangement or transaction would be affected by its avoidance;
or

( c ) the arrangement is, within a reasonable period, affirmed by
the company in general meeting and, if it is an arrangement for
the transfer of an asset to or by a director of its holding
company or a person who is connected with such a director, is so
affirmed with the approval of the holding company given by a
resolution in general meeting.

(4) Without prejudice to any liability imposed otherwise than by
this subsection, but subject to subsection (5), where an arrangement
is entered into with a company by a director of the company or
its holding company or a person connected with him in contravention
of this section, that director and the person so connected, and any
other director of the company who authorised the arrangement or any
transaction entered into in pursuance of such an arrangement, shall
(whether or not it has been avoided in pursuance of subsection (3))
be liable—

( a ) to account to the company for any gain which he had made
directly or indirectly by the arrangement or transaction; and

( b ) (jointly and severally with any other person liable under
this subsection) to indemnify the company for any loss or damage
resulting from the arrangement or transaction.

(5) Where an arrangement is entered into by a company and a person
connected with a director of the company or its holding company in
contravention of this section, that director shall not be liable
under subsection (4) if he shows that he took all reasonable steps
to secure the company’s compliance with this section and, in any
case, a person so connected and any such other director as is
mentioned in that subsection shall not be so liable if he shows
that, at the time the arrangement was entered into, he did not
know the relevant circumstances constituting the contravention.

(6) No approval is required to be given under this section by any
body corporate unless it is a company within the meaning of The
Principal Act or registered under Part IX of that Act or, if it
is, for the purposes of section 150 of that Act, a wholly owned
subsidiary of any body corporate, wherever incorporated.

(7) Subsection (1) shall not apply in relation to any arrangement
for the acquisition of a non-cash asset—

( a ) if the non-cash asset in question is or is to be acquired
by a holding company from any of its wholly owned subsidiaries or
from a holding company by any of its wholly owned subsidiaries or
by one wholly owned subsidiary of a holding company from another
wholly owned subsidiary of that same holding company; or

( b ) if the arrangement is entered into by a company which is
being wound up unless the winding up is a members’ voluntary
winding up.

(8) Subsection (1) (a) shall not apply in relation to any
arrangement whereby a person acquires or is to acquire an asset
from a company of which he is a member if the arrangement is made
with that person in his character as such member.

(9) In this section—

( a ) “non-cash asset” means any property or interest in property
other than cash, and for this purpose “cash” includes foreign
currency;

( b ) any reference to the acquisition of a non-cash asset
includes a reference to the creation or extinction of an estate or
interest in, or a right over, any property and also a reference to
the discharge of any person’s liability other than a liability for
a liquidated sum; and

( c ) “net assets”, in relation to a company, means the aggregate
of the company’s assets less the aggregate of its liabilities, and
for this purpose “liabilities” includes any provision for liabilities
or charges within paragraph 70 of the Schedule to the Companies
(Amendment) Act, 1986.

COMPANIES ACT 1990 – SECT 30
Penalisation of dealing by director of a company in options to buy
or sell certain shares in, or debentures of, the company or
associated companies.

30.—(1) A director of a company who buys—

( a ) a right to call for delivery at a specified price and
within a specified time of a specified number of relevant shares or
a specified amount of relevant debentures; or

( b ) a right to make delivery at a specified price and within a
specified time of a specified number of relevant shares or a
specified amount of relevant debentures; or

( c ) a right (as he may elect) to call for delivery at a
specified price and within a specified time or to make delivery at
a specified price and within a specified time of a specified number
of relevant shares or a specified amount of relevant debentures;

shall be guilty of an offence.

(2) In subsection (1)—

( a ) “relevant shares”, in relation to a director of a company,
means shares in the company or in any other body corporate, being
the company’s subsidiary or holding company or a subsidiary of the
company’s holding company, being shares for which dealing facilities
are provided by a stock exchange (whether within the State or
elsewhere); and

( b ) “relevant debentures”, in relation to a director of a
company, means debentures of the company or of any other body
corporate, being the company’s subsidiary or holding company or a
subsidiary of the company’s holding company, being debentures as
respects which there has been granted such dealing facilities as
aforesaid.

(3) Nothing in this section shall be taken to penalise a person
who buys a right to subscribe for shares in, or debentures of, a
body corporate or buys debentures of a body corporate that confer
upon the holder thereof a right to subscribe for, or to convert
the debentures (in whole or in part) into, shares of the body.

(4) For the purposes of this section any reference, however
expressed, to any price paid, given or received in respect of any
interest in shares or debentures shall be construed as including a
reference to any consideration other than money given or received in
respect of any such interest, and any reference to a specified
price includes a reference to a specified price range.

(5) This section shall also apply to any person (not being a
director of the company) who—

( a ) buys a right referred to in subsection (1), and

( b ) does so on behalf or at the instigation of a director of
the company.

COMPANIES ACT 1990 – SECT 31
Prohibition of loans, etc. to director’s and connected persons.

31.—(1) Except as provided by sections 32 to 3737, a company shall
not—

( a ) make a loan or a quasi-loan to a director of the company
or of its holding company or to a person connected with such a
director;

( b ) enter into a credit transaction as creditor for such a
director or a person so connected;

( c ) enter into a guarantee or provide any security in connection
with a loan, quasi-loan or credit transaction made by any other
person for such a director or a person so connected.

(2) A company shall not arrange for the assignment to it or the
assumption by it of any rights, obligations or liabilities under a
transaction which, if it had been entered into by the company,
would have contravened subsection (1); but for the purposes of this
Part the transaction shall be treated as having been entered into

on the date of the arrangement.

(3) A company shall not take part in any arrangement whereby—

( a ) another person enters into a transaction which, if it had
been entered into by the company, would have contravened subsection
(1) or (2); and

( b ) that other person, in pursuance of the arrangement, has
obtained or is to obtain any benefit from the company or its
holding company or a subsidiary of the company or its holding
company.

COMPANIES ACT 1990 – SECT 32
Arrangements of certain value.

32.—(1) Section 31 shall not prohibit a company from entering into
an arrangement with a director or a person connected with a
director if—

( a ) the value of the arrangement, and

( b ) the total amount outstanding under any other arrangements
entered into by the company with any director of the company, or
any person connected with a director, together, is less than ten
per cent of the company’s relevant assets.

(2) For the purposes of this section—

( a ) a company enters an arrangement with a person if it makes
a loan or quasi-loan to, or enters into a credit transaction as
creditor for, that person, and

( b ) the amount of a company’s relevant assets shall be
determined in accordance with section 29 (2).

COMPANIES ACT 1990 – SECT 33
Reduction in amount of company’s relevant assets.

33.—(1) This section applies to a company in respect of which the
total amount outstanding under any arrangements referred to in
section 32 comes to exceed 10 per cent of the company’s relevant
assets for any reason, but in particular because the value of those
assets has fallen.

(2) Where the directors of a company become aware, or ought
reasonably to become aware, that there exists a situation referred
to in subsection (1), it shall be the duty of the company, its
directors and any persons for whom the arrangements referred to in
that subsection were made, to amend, within two months, the terms
of the arrangements concerned so that the total amount outstanding
under the arrangements again falls within the percentage limit
referred to in that subsection.

COMPANIES ACT 1990 – SECT 34
Inter-company loans in same group.

34.—Where a company is a member of a group of companies, consisting
of a holding, company and its subsidiaries, section 31 shall not
prohibit that company from—

( a ) making a loan or quasi-loan to another member of that
group; or

( b ) entering into a guarantee or providing any security in
connection with a loan or quasi-loan made by any person to another
member of the group;

by reason only that a director of one member of the group is
connected with another.

COMPANIES ACT 1990 – SECT 35
Transactions with holding company.

35.—Section 31 shall not prohibit a company from—

( a ) making a loan or quasi-loan to its holding company or
entering into a guarantee or providing any security in connection
with a loan or quasi-loan made by any person to its holding
company;

( b ) entering into a credit transaction as creditor for its
holding company or entering into a guarantee or providing any
security in connection with any credit transaction made by any other
person for its holding company.

COMPANIES ACT 1990 – SECT 36
Directors’ expenses.

36.—(1) Section 31 shall not prohibit a company from doing anything

to provide any of its directors with funds to meet vouched
expenditure properly incurred or to be incurred by him for the
purposes of the company or the purpose of enabling him properly to
perform his duties as an officer of the company or doing anything
to enable any of its directors to avoid incurring such expenditure.

(2) Where a company enters into any transaction pursuant to
subsection (1), any liability falling on any person arising from any
such transaction shall be discharged by him within six months from
the date on which it was incurred.

(3) A person who contravenes subsection (2) shall be guilty of an
offence.

COMPANIES ACT 1990 – SECT 37
Business transactions.

37.—Section 31 shall not prohibit a company from making any loan or
quasi-loan or entering into any credit transaction as creditor for
any person if—

( a ) the company enters into the transaction concerned in the
ordinary course of its business; and

( b ) the value of the transaction is not greater, and the terms
on which it is entered into are no more favourable, in respect of
the person for whom the transaction is made, than that or those
which—

(i) the company ordinarily offers, or

(ii) it is reasonable to expect the company to have offered,

to or in respect of a person of the same financial standing as
that person but unconnected with the company.

COMPANIES ACT 1990 – SECT 38
Civil remedies for breach of section 31.

38.—(1) Where a company enters into a transaction or arrangement in

contravention of section 31 the transaction or arrangement shall be
voidable at the instance of the company unless—

(a) restitution of any money or any other asset which is the
subject matter of the arrangement or transaction is no longer
possible, or the company has been indemnified in pursuance of
subsection (2) ( b ) for the loss or damage suffered by it; or

( b ) any rights acquired bona fide for value and without actual
notice of the contravention by any person other than the person for
whom the transaction or arrangement was made would be affected by
its avoidance.

(2) Without prejudice to any liability imposed otherwise than by
this subsection but subject to subsection (3), where an arrangement
or transaction is made by a company for a director of the company
or its holding company or person connected with such a director in
contravention of section 31, that director and the person so
connected and any other director of the company who authorised the
transaction or arrangement shall (whether or not it has been avoided
in pursuance of subsection (1)) be liable—

( a ) to account to the company for any gain which he has made
directly or indirectly by the arrangement or transaction; and

( b ) (jointly and severally with any other person liable under
this subsection) to indemnify the company for any loss or damage
resulting from the arrangement or transaction.

(3) Where an arrangement or transaction is entered into by a
company and a person connected with a director of the company or
its holding company in contravention of section 31 that director
shall not be liable under subsection (2) if he shows that he took
all reasonable steps to secure the company’s compliance with that
section and, in any case, a person so connected and any such other
director as is mentioned in the said subsection (2) shall not be
so liable if he shows that, at the time the arrangement or
transaction was entered into, he did not know the relevant
circumstances constituting the contravention.

COMPANIES ACT 1990 – SECT 39

Personal liability for company debts in certain cases.

39.—(1) If a company is being wound up and is unable to pay its
debts, and the court considers that any arrangement of a kind
described in section 32 has contributed materially to the company’s
inability to pay its debts or has substantially impeded the orderly
winding up thereof, the court, on the application of the liquidator
or any creditor or contributory of the company, may, if it thinks
it proper to do so, declare that any person for whose benefit the
arrangement was made shall be personally liable, without any
limitation of liability, for all, or such part as may be specified
by the court, of the debts and other liabilities of the company.

(2) In deciding whether to make a declaration under subsection (1),
the court shall have particular regard to whether, and to what
extent, any outstanding liabilities arising under any arrangement
referred to in that subsection were discharged before the
commencement of the winding up.

(3) In deciding the extent of any personal liability under this
section, the court shall have particular regard to the extent to
which the arrangement in question contributed materially to the
company’s inability to pay its debts or substantially impeded the
orderly winding up of the company.

COMPANIES ACT 1990 – SECT 40
Criminal penalties for breach of section 31.

40.—(1) An officer of a company who authorises or permits the
Criminal penalties company to enter into a transaction or arrangement
knowing or having reasonable cause to believe that the company was
thereby contravening section 31 shall be guilty of an offence.

(2) A person who procures a company to enter into a transaction or
arrangement knowing or having reasonable cause to believe that the
company was thereby contravening section 31 shall be guilty of an
offence.

Disclosure of transactions involving directors and others

COMPANIES ACT 1990 – SECT 41
Substantial contracts, etc., with directors and others to be
disclosed in accounts.

41.—(1) Subject to subsections (5) and (6) and to section 45, g
roup
accounts prepared by a holding company in accordance with the
contracts, etc., with the requirements of section 150 of the
Principal Act in respect of the relevant period shall contain the
particulars specified in section 42 of—

( a ) any transaction or arrangement of a kind described in
section 31 entered into by the company or by a subsidiary of the
company for a person who at any time during the relevant period
was a director of the company or its holding company or was
connected with such a director;

( b ) any agreement by the company or by a subsidiary of the

company to enter into any such transaction or arrangement for a
person who at any time during the relevant period was a director
of the company or its holding company or was connected with such a
director;

( c ) any other transaction or arrangement with the company or
with a subsidiary of the company in which a person who at any
time during the relevant period was a director of the company or
its holding company had, directly or indirectly, a material interest.

(2) Subject as aforesaid, accounts prepared by any company other
than a holding company in respect of the relevant period shall
contain the particulars specified in section 42 of—

( a ) any transaction or arrangement of a kind described in
section 31 entered into by the company for a person who at any
time during the relevant period was a director of the company or
of its holding company or was connected with such a director;

( b ) any agreement by the company to enter into any such
transaction or arrangement for a person who at any time during the
relevant period was a director of the company or of its holding
company or was connected with such a director;

( c ) any other transaction or arrangement with the company in
which a person who at any time during the relevant period was a
director of the company or of its holding company had, directly or
indirectly, a material interest.

(3) Particulars which are required by subsection (1) or (2) to be
contained in any accounts shall be given by way of notes to those
accounts.

(4) Where by virtue of sections 150 (2) and 154 of The Principal
Act a company does not produce group accounts in relation to any
financial year, subsection (1) shall have effect in relation to the
company and that financial year as if the word “group” were
omitted.

(5) For the purposes of subsections (1) (c) and (2) (c)—

( a ) a transaction or arrangement between a company and a
director of the company or of its holding company or a person
connected with such a director shall (if it would not otherwise be
so treated) be treated as a transaction, arrangement or agreement in
which that director is interested; and

( b ) an interest in such a transaction or arrangement is not
material if in the opinion of the majority of the directors (other
than that director) of the company which is preparing the accounts
in question it is not material (but without prejudice to the
question whether or not such an interest is material in any case
where those directors have not considered the matter).

(6) Subsections (1) and (2) do not apply, for the purposes of any
accounts prepared by any company which is, or is the holding
company of, a licensed bank, in relation to a transaction or

arrangement of a kind described in section 31, or an agreement to
enter into such a transaction or arrangement, to which that licensed
bank is a party.

(7) Subsections (1) and (2) do not apply in relation to the
following transactions, arrangements and agreements—

( a ) a transaction, arrangement or agreement between one company
and another in which a director of the first company or of its
subsidiary or holding company is interested only by virtue of his
being a director of the other;

( b ) a contract of service between a company and one of its
directors or a director of its holding company or between a
director of a company and any of that company’s subsidiaries;

( c ) a transaction, arrangement or agreement which was not entered
into during the relevant period for the accounts in question and
which did not subsist at any time during that period; and

( d ) a transaction, arrangement or agreement which was made before
the commencement of this section and which does not subsist
thereafter.

(8) Subsections (1) and (2) apply whether or not—

( a ) the transaction or arrangement was prohibited by section 31;

( b ) the person for whom it was made was a director of the
company or was connected with a director of the company at the
time it was made;

( c ) in the case of a transaction or arrangement made by a
company which at any time during a relevant period is a subsidiary
of another company, it was a subsidiary of that other company at
the time the transaction or arrangement was made.

(9) In this section and in sections 43 and 45, “relevant period”,
in relation to a company, means a financial year of the company
ending not earlier than 6 months after the commencement of the
section concerned.

COMPANIES ACT 1990 – SECT 42
Particulars required to be included in accounts by section 41.

42.—The particulars of a transaction, arrangement or agreement which
are required by section 41 to be included in the annual accounts
prepared by a company are particulars of the principal terms of the
transaction, arrangement or agreement and (without prejudice to the
generality of the foregoing provision)—

( a ) a statement of the fact either that the transaction,
arrangement or agreement was made or subsisted, as the case may be,
during the financial year in respect of which those accounts are
made up;

( b ) the name of the person for whom it was made, and, where

that person is or was connected with a director of the company or
of its holding company, the name of that director;

( c ) in any case where subsection (1) (c) or (2) (c) of secti
on
41 applies, the name of the director with the material interest and
the nature of that interest;

( d ) in the case of a loan or an agreement for a loan or an
arrangement within section 31 (2) or 31 (3) relating to a loan—

(i) the amount of the liability of the person to whom the loan
was or was agreed to be made, in respect of principal and
interest, at the beginning and at the end of that period;

(ii) the maximum amount of that liability during that period;

(iii) the amount of any interest which, having fallen due, has not
been paid; and

(iv) the amount of any provision (within the meaning of the Sixth
Schedule to The Principal Act or the Companies (Amendment) Act,
1986) made in respect of any failure or anticipated failure by the
borrower to repay the whole or part of the loan or to pay the
whole or part of any interest thereon;

( e ) in the case of a guarantee or security or an arrangement
within section 31 (2) relating to a guarantee or security—

(i) the amount for which the company (or its subsidiary) was liable
under the guarantee or in respect of the security both at the
beginning and at the end of the financial year in question;

(ii) the maximum amount for which the company (or its subsidiary)
may become so liable; and

(iii) any amount paid and any liability incurred by the company (or
its subsidiary) for the purpose of fulfilling the guarantee or
discharging the security (including any loss incurred by reason of
the enforcement of the guarantee or security); and

( f ) in the case of any transaction, arrangement or agreement,
other than those mentioned in paragraphs (d) and (e) the value of
the transaction or arrangement or, as the case may be, the value
of the transaction or arrangement to which the agreement relates;
and

( g ) in the case of arrangements to which section 32 relates,
the aggregate value of such arrangements at the end of the
financial year concerned, in relation to any persons specified in
that section, expressed as a percentage of the company’s relevant
assets at that time; and

( h ) any amendment of the terms of any such arrangement in
accordance with section 33.

COMPANIES ACT 1990 – SECT 43
Particulars of amounts outstanding to be included in accounts.

43.—(1) This section applies in relation to the following classes
transactions, arrangements and agreements—

( a ) loans, guarantees and securities relating to loans,
arrangements of a kind described in section 31 (2) or 31 (3)
relating to loans, and agreements to enter into any of the
foregoing transactions and arrangements;

( b ) quasi-loans, guarantees and securities relating to quasi-loans,
arrangements of a kind described in those subsections relating to
quasi-loans and agreements to enter into any of the foregoing
transactions and arrangements;

( c ) credit transactions, guarantees and securities relating to
credit transactions and arrangements of a kind described in those
subsections relating to credit transactions and agreements to enter
into any of the foregoing transactions and arrangements.

(2) The group accounts of a holding company prepared in accordance
with the requirements of section 150 of the Principal Act and the
accounts of any other company prepared in accordance with the
requirements of section 148 of the Principal Act in respect of the
relevant period shall contain a statement in relation to
transactions, arrangements and agreements made by the company and, in
the case of a holding company, by a subsidiary of the company for
persons who at any time during the relevant period were officers of
the company (but not directors) of the aggregate amounts outstanding
at the end of the relevant period under transactions, arrangements
and agreements within any paragraph of subsection (1) and the number
of officers for whom the transactions, arrangements and agreements
falling within each of those paragraphs were made.

(3) Subsection (2) shall not apply, in relation to the accounts
prepared by any company in respect of any relevant period, to
transactions, arrangements and agreements made by the company or any
of its subsidiaries for any officer of the company if the aggregate
amount outstanding at the end of that period under the transactions,
arrangements and agreements so made for that officer does not exceed
£2,500.

(4) Subsection (2) shall not apply in relation to any transaction,
arrangement or agreement made by a licensed bank for any of its
officers or for any of the officers of its holding company.

(5) The group accounts of a company which is, or is the holding
company of, a licensed bank prepared in accordance with the
requirements of section 150 of the Principal Act, and the accounts
of any other company which is a licensed bank, prepared in
accordance with the requirements of section 148 of the Principal Act
in respect of the relevant period shall contain a statement in
relation to transactions, arrangements or agreements made by the
company preparing the accounts, if it is a licensed bank, and (in
the case of a holding company) by any of its subsidiaries which is
a licensed bank, for persons who at any time during the relevant
period were directors of the company, of the aggregate amounts
outstanding at the end of the relevant period under transactions,

arrangements and agreements within any paragraph of subsection (1)
and the number of persons for whom the transactions, arrangements
and agreements falling within each of those paragraphs were made.

( 6 ) ( a ) The statement referred to in subsection (5) shall
also separately contain the like information as is referred to in
that subsection in relation to transactions. arrangements or
agreements made for persons who at any time during the relevant
period were connected with a director of the company.

( b ) A transaction, arrangement or agreement to which paragraph
(a) applies need not be included in the statement if—

(i) it is entered into by the company concerned in the ordinary
course of its business, and

(ii) its value is not greater, and its terms no more favourable,
in respect of the person for whom it is made, than that or those
which—

(I) the company ordinarily offers, or

(II) it is reasonable to expect the company to have offered,

to or in respect of a person of the same financial standing but
unconnected with the company.

(7) Particulars which are required by subsection (2), (5) or (6)
to
be contained in any accounts shall be given by way of notes to
those accounts.

(8) Where by virtue of sections 150 (2) and 154 of The Principal
Act, a company does not produce group accounts in relation to any
financial year, subsections (2), (5) and (6) shall have effect in
relation to the company and that financial year as if the word
“group” were omitted.

(9) Subsections (2), (5) and (6) do not apply in relation to a
transaction, arrangement or agreement which was made before the
commencement of this section and which does not subsist thereafter.

(10) For the purposes of this section, “amount outstanding” means
the amount of the outstanding liabilities of the person for whom
the transaction, arrangement or agreement in question was made, or,
in the case of a guarantee or security, the amount guaranteed or
secured.

COMPANIES ACT 1990 – SECT 44
Further provisions relating to licensed banks.

44.—(1) Subject to section 45, a company which is, or is the
holding relating to licensed company of, a licensed bank, shall
maintain a register containing banks. a copy of every transaction,
arrangement or agreement of which particulars would, but for section
41 (6), be required by subsection (1) or (2) of that section to
be disclosed in the company’s accounts or group accounts for the
current financial year and for each of the preceding ten financial

years (but excluding any financial year ending prior to the passing
of this Act) or, if such a transaction, arrangement or agreement is
not in writing, a written memorandum setting out its terms.

(2) Subsection (1) shall not require a company to keep in its
register a copy of any transaction, arrangement or agreement made
for a connected person if—

( a ) it is entered into in the ordinary course of the company’s
business, and

( b ) its value is not greater, and its terms no more favourable,
in respect of the person for whom it is made, than that or those
which—

(i) the company ordinarily offers, or

(ii) it is reasonable to expect the company to have offered,

to or in respect of a person of the same financial standing but
unconnected with the company.

(3) Subject to section 45, a company which is, or is the holding
company of, a licensed bank shall before its annual general meeting
make available, at the registered office of the company for not
less than the period of 15 days ending with the date of the
meeting, for inspection by members of the company a statement
containing the particulars of transactions, arrangements and agreements
which the company would, but for section 41 (6), be required by
subsection (1) or (2) of that section to disclose in its accounts
or group accounts for the last complete financial year preceding
that meeting and such a statement shall also be made available for
inspection by the members at the annual general meeting.

(4) Subsection (3) shall not require the inclusion in the statement
of particulars of any transaction, arrangement or agreement if—

( a ) it is entered into in the ordinary course of the company’s
business, and

( b ) its value is not greater, and its terms no more favourable,
in respect of the person for whom it is made, than that or those
which—

(i) the company ordinarily offers, or

(ii) it is reasonable to expect the company to have offered,

to or in respect of a person of the same financial standing but
unconnected with the company.

(5) It shall be the duty of the auditors of the company to
examine any such statement before it is made available to the
members of the company in accordance with subsection (3) and to
make a report to the members on that statement; and the report
shall be annexed to the statement before it is made so available.

(6) A report under subsection (5) shall state whether in the
opinion of the auditors the statement contains the particulars
required by subsection (3) and, where their opinion is that it does
not, they shall include in the report, so far as they are
reasonably able to do so, a statement giving the required
particulars.

(7) Subsection (3) shall not apply in relation to a licensed bank
which is for the purposes of section 150 of the Principal Act the
wholly owned subsidiary of a company incorporated in the State.

(8) Where a company fails to comply with subsection (1) or (3),
the company and every person who at the time of that failure is a
director of the company shall be guilty of an offence and liable
to a fine.

(9) It shall be a defence in proceedings for an offence under
subsection (8) for the defendant to prove that he took all
reasonable steps for securing compliance with subsection (1) or (3),

as the case may be.

COMPANIES ACT 1990 – SECT 45
Arrangements excluded from sections 41 and 44.

45.—(1) Section 41 (1) and (2) and section 44 do not apply to
arrangements of the kind mentioned in section 32 (2) entered into
by a company or by a subsidiary of the company for a person who
at any time during the relevant period was a director of the
company or of its holding company or was connected with such a
director, if the aggregate of the values of each arrangement so
made for that director or any person connected with him, less the
amount (if any) by which the liabilities of the person for whom
the arrangement was made has been reduced, did not at any time
during the relevant period exceed £2,500.

(2) Subsections (1) (c) and (2) (c) of section 41 do not apply
,
in relation to any accounts prepared by a company in respect of
any relevant period, to any transaction or arrangement with a
company or any of its subsidiaries in which a director of the
company or of its holding company had, directly or indirectly, a
material interest if—

( a ) the value of each transaction or arrangement within
subsection (1) (c) or (2) (c), as the case may be, in which that

director had, directly or indirectly, a material interest and which
was made after the commencement of that relevant period with the
company or any of its subsidiaries; and

( b ) the value of each such transaction or arrangement which was
made before the commencement of that period less the amount (if
any) by which the liabilities of the person for whom the
transaction or arrangement was made have been reduced;

did not at any time during the relevant period exceed in the
aggregate £1,000 or, if more, did not exceed £5,000 or one per
cent of the value of the net assets of the company preparing the
accounts in question as at the end of the relevant period for

those accounts, whichever is the less and for this purpose, “net
assets” has the same meaning as in section 29 (9).

COMPANIES ACT 1990 – SECT 46
Duty of auditors of company in breach of section 41 or 43.

46.—If in the case of any group or other accounts of a company
the requirements of section 41 or 43 are not complied with, it
shall be the duty of the auditors of the company by whom the
accounts are examined to include in their report on the balance
sheet of the company, so far as they are reasonably able to do
so, a statement giving the required particulars.

COMPANIES ACT 1990 – SECT 47
Disclosure by directors of interests in contracts, etc.

47.—(1) Any reference in section 194 of the Principal Act to a
contract shall be construed as including a reference to any
transaction or arrangement (whether or not constituting a contract)
made or entered into on or after the commencement of this section.

(2) For the purposes of the said section 194, a transaction or
arrangement of a kind described in section 31 made by a company
for a director of the company or a person connected with such a
director shall, if it would not otherwise be so treated (and
whether or not prohibited by that section), be treated as a
transaction or arrangement in which that director is interested.

(3) The following shall be substituted for subsection (3) of the
said section 194—

“(3) Subject to subsection (4), for the purposes of this section, a
general notice given to the directors of a company by a director
to the effect that—

( a ) he is a member of a specified company or firm and is to
be regarded as interested in any contract which may, after the date
of the notice, be made with that company or firm; or

( b ) he is to be regarded as interested in any contract which
may after the date of the notice be made with a specified person
who is connected with him (within the meaning of section 26 of the
Companies Act, 1990),

shall be deemed to be a sufficient declaration of interest in
relation to any such contract.”.

Supplemental

COMPANIES ACT 1990 – SECT 48
Power to alter financial limits under Part III.

48.—(1) The Minister may, by order, alter any of the financial
limits specified in this Part.

(2) Every order made under this section shall be laid before each
House of the Oireachtas as soon as may be after it is made and

if a resolution annulling the order is passed by either House
within the next 21 days on which that House has sat after the
order is laid before it, the order shall be annulled accordingly
but without prejudice to the validity of anything previously done
thereunder.

COMPANIES ACT 1990 – SECT 49
Cessation of section 192 of Principal Act.

49.—section 192 of the Principal Act shall cease to have effect
except—

( a ) in relation to accounts and directors’ reports prepared in
respect of any financial year ending before the commencement of this
section; and

( b ) in relation to accounts and directors’ reports prepared in
respect of the first financial year ending after the commencement of
this section but only in relation to loans and contracts entered
into before the commencement of this section which do not subsist
on or after that day.

COMPANIES ACT 1990 – SECT 50
Inspection of director’s service contracts.

50.—(1) Subject to the provisions of this section every company
shall keep at an appropriate place—

( a ) in the case of each director whose contract of service with
the company is in writing, a copy of that contract;

( b ) in the case of each director whose contract of service with
the company is not in writing, a written memorandum setting out the
terms of that contract;

( c ) in the case of each director who is employed under a
contract of service with a subsidiary of the company, a copy of
that contract or, if it is not in writing, a written memorandum
setting out the terms of that contract;

(d) a copy or written memorandum, as the case may be, of any
variation of any contract of service referred to in paragraph (a),
(b) or (c);

and all copies and memoranda kept by a company in pursuance of
this subsection shall be kept at the same place.

(2) Where a contract of service is only partially in writing,
paragraphs (a), (b), (c) and (d), as appropriate, of subsection
(1),
and subsections (4) and (5), shall also apply to such a contract.

(3) The following shall, as regards a company, be appropriate places
for the purposes of subsection (1), namely—

( a ) its registered office;

( b ) the place where its register of members is kept if other

than its registered office;

( c ) its principal place of business.

(4) Every company shall send notice in the prescribed form to the
registrar of companies of the place where copies and memoranda
required by subsection (1) to be kept by it are kept and of any
change in that place, save in a case in which they have at all
times been kept at its registered office.

(5) Subsection (1) shall not apply in relation to a director’s
contract of service with the company or with a subsidiary of the
company if that contract required him to work wholly or mainly
outside the State, but the company shall keep a memorandum—

( a ) in the case of a contract of service with the company,
setting out the name of the director and the provisions of the
contract relating to its duration;

( b ) in the case of a contract of service with a subsidiary of
the company setting out the name of the director, the name and
place of incorporation of the subsidiary and the provisions of the
contract relating to its duration,

at the same place as copies and the memoranda are kept by the
company in pursuance of subsection (1).

(6) Every copy and memorandum required to be kept by subsections
(1) and (5) shall, during business hours (subject to such reasonabl
e
restrictions as the company may in general meeting impose, so that
not less than two hours in each day be allowed for inspection), be
open to the inspection of any member of the company without charge.

(7) If default is made in complying with subsection (1) or (5) or
if an inspection required under subsection (6) is refused, the
company and every officer of the company who is in default shall
be liable on summary conviction to a fine not exceeding £1,000,
and, for continued contravention, to a daily default fine not
exceeding £50 and, if default is made for 14 days in complying
with subsection (4), the company and every officer of the company
who is in default shall be liable to a fine not exceeding £1,000
and, for continued contravention, to a daily default fine not
exceeding £50.

(8) In the case of a refusal of an inspection required under
subsection (6) of a copy or memorandum the court may by order
compel an immediate inspection thereof.

(9) This section shall not require to be kept a copy of, or
memorandum setting out the terms of, a contract or a copy of, or
memorandum setting out the terms of a variation of, a contract at
a time at which the unexpired portion of the term for which the
contract is to be in force is less than three years or at a time
at which the contract can, within the next ensuing three years, be
terminated by the company without payment of compensation.

COMPANIES ACT 1990 – SECT 51

Register of directors and secretaries.

51.—The Principal Act is hereby amended by the substitution for
section 195 of the following section—

“195—(1) Every company shall keep at its registered office a
register of its directors and secretaries.

(2) Subject to subsection (3), the said register shall contain the
following particulars relating to each director—

( a ) his present forename and surname and any former forename and
surname; and

( b ) his date of birth; and

( c ) his usual residential address; and

( d ) his nationality; and

( e ) his business occupation, if any; and

( f ) particulars of any other directorships of bodies corporate,
whether incorporated in the State or elsewhere, held by him or
which have been held by him.

(3) It shall not be necessary for the said register to contain on
any day particulars of any directorship—

( a ) which has not been held by a director at any time during
the ten years preceding that day;

( b ) which is held or was held by a director in bodies
corporate of which the company is or was the wholly owned
subsidiary or which are or were the wholly owned subsidiaries either
of the company or of another body corporate of which the company
is or was the wholly owned subsidiary;

and for the purposes of this subsection a body corporate shall be
deemed to be the wholly owned subsidiary of another if it has no
members except that other and that other’s wholly owned subsidiaries
and its or their nominees.

(4) Subject to subsection (5), the said register shall contain the
following particulars relating to the secretary or, where there are
joint secretaries, in relation to each of them—

( a ) in the case of an individual, his present forename and
surname, any former forename and surname and his usual residential
address; and

( b ) in the case of a body corporate, the corporate name and
registered office.

(5) Where all the partners in a firm are joint secretaries of a
company, the name and principal office of the firm may be stated
instead of the said particulars.

(6) The company shall, within the period of 14 days from the
happening of—

( a ) any change among its directors or in its secretary, or

( b ) any change in any of the particulars contained in the
register,

send to the registrar of companies a notification in the prescribed
form of the change and of the date on which it occurred.

(7) A notification sent to the registrar of companies pursuant to
subsection (6) of the appointment of a person as a director,
secretary or joint secretary of a company shall be accompanied by a
consent signed by that person to act as director, secretary or
joint secretary, as the case may be.

(8) Without prejudice to subsection (6), a person who has ceased to
be a director or secretary of a company may send to the registrar
of companies a notification in the prescribed form of such
cessation, and of the date on which it occurred.

(9) Subsection (6) shall not apply to any change in the particulars
contained in a company’s register of directors and secretaries made
solely by reason of the coming into force of section 51 of the
Companies Act, 1990 but if after any such change has occurred and
before the company makes its next annual return, any other change
in those particulars occurs, the company shall send to the registrar
of companies a notification in the prescribed form of any such
earlier changes and the date on which they occurred at the same
time as it notifies the registrar of the later changes in
accordance with this section.

(10) The register to be kept under this section shall, during
business hours (subject to such reasonable restrictions as the
company may by its articles or in general meeting impose, so that
not less than 2 hours in each day be allowed for inspection) be
open to the inspection of any member of the company without charge,
and of any other person, on payment of one pound or such less sum
as the company may prescribe, for each inspection.

(11) It shall be the duty of each director and secretary of a
company to give information in writing to the company as soon as
may be of such matters as may be necessary to enable the company
to comply with this section.

(12) If any inspection required under this section is refused or if
default is made in complying with subsection (1), (2), (4), (6)
or
(7), the company and every officer of the company who is in
default shall be liable to a fine not exceeding £1,000 and, for
continued contravention, to a daily default fine not exceeding £50.

(13) In the case of any such refusal, the court may by order
compel an immediate inspection of the register.

(14) A person who fails to comply with subsection (11) shall be

guilty of an offence and liable to a fine.

(15) For the purposes of this section—

( a ) in the case of a person usually known by a title different
from his surname, the expression ‘surname’ means that title;

( b ) references to a ‘former forename’ or ‘surname’ do not
include—

(i) in the case of a person usually known by a title different
from his surname, the name by which he was known previous to the
adoption of or succession to the title; or

(ii) in the case of any person, a former forename or surname where
that name or surname was changed or disused before the person
bearing the name attained the age of 18 years or has been changed
or disused for a period of not less than 20 years; or

(iii) in the case of a married woman, the name or surname by
which she was known previous to the marriage.”.

COMPANIES ACT 1990 – SECT 52
Directors to have regard to interests of employees.

52.—(1) The matters to which the directors of a company are to
have regard in the performance of their functions shall include the
interests of the company’s employees in general, as well as the
interests of its members.

(2) Accordingly, the duty imposed by this section on the directors
shall be owed by them to the company (and the company alone) and
shall be enforceable in the same way as any other fiduciary duty
owed to a company by its directors.

COMPANIES ACT 1990 – PART IV
– DISCLOSURE OF INTERESTS IN SHARES

CHAPTER 1

Share Dealings by Directors, Secretaries and their Families

COMPANIES ACT 1990 – SECT 53
Obligation of director or secretary to notify interests in shares or
debentures of company.

53.—(1) Subject to the provisions of this section a person who, at
the commencement of this section is a director or secretary of a
company and is then interested in shares in, or debentures of, the
company or any other body corporate, being the company’s subsidiary
or holding company or a subsidiary of the company’s holding company
or thereafter becomes a director or secretary of a company and, at
the time when he becomes a director or secretary of a company, is
so interested, shall notify the company in writing—

( a ) of the subsistence of his interests at that time, and

( b ) of the number of shares of each class in, and the amount
of debentures of each class of, the company or any such other body
corporate as aforesaid in which each interest of his subsists at
that time.

(2) A director or secretary of a company shall notify the company
in writing of the occurrence, while he is a director or secretary,
of any of the following events and the date on which it occurred—

( a ) any event in consequence of whose occurrence he becomes, or
ceases to be, interested in shares in, or debentures of, the
company or any other body corporate, being the company’s subsidiary
or holding company or a subsidiary of the company’s holding company;

( b ) the entering into by him of a contract to sell any such
shares or debentures;

( c ) the assignment by him of a right granted to him by the
company to subscribe for shares in, or debentures of, the company;
and

( d ) the grant to him by another body corporate, being the
company’s subsidiary or holding company or a subsidiary of the
company’s holding company, of a right to subscribe for shares in,
or debentures of, that other body corporate, the exercise of such a
right granted to him and the assignment by him of such a right so
granted;

stating the number or amount, and class, of shares or debentures
involved.

(3) The provisions of section 54 shall have effect for the
interpretation of, and otherwise in relation to, subsections (1) and
(2).

(4) Section 56 shall have effect with respect to the periods within
which obligations imposed by subsections (1) and (2) on persons must

be fulfilled by them.

(5) Section 57 shall have effect with respect to certain
circumstances in which obligations imposed by subsections (1) and (2)

are to be treated as not discharged.

(6) In the case of a person who is a director or secretary of a
company at the time when this section comes into operation
subsection (2) shall not require the notification by him of the
occurrence of an event before that time; and that subsection shall
not require the notification by a person of the occurrence of an
event whose occurrence comes to his knowledge after he has ceased
to be a director or secretary.

(7) A person who fails to fulfil, within the proper period, an
obligation to which he is subject by virtue of subsection (1) or
(2) shall be guilty of an offence.

(8) An obligation imposed by this section shall be treated as not
being fulfilled unless the notice by means of which it purports to

be fulfilled is expressed to be given in fulfilment of that
obligation.

(9) This section applies to shadow directors as to directors, but
the making of a notification by a person under this section shall
not, in itself, be proof that the person making the notification is
a shadow director.

(10) Nothing in this section shall operate so as to impose an
obligation with respect to shares in a body corporate which is the
wholly owned subsidiary of another body corporate; and for this
purpose a body corporate shall be deemed to be the wholly owned
subsidiary of another if it has no members but that other and that
other’s wholly owned subsidiaries and its or their nominees.

(11) This section and sections 54, 56, 57 and 59 shall have effect
in place of section 190 of the Principal Act and of so much of
section 193 of that Act as relates to section 190, and that
section and so much of section 193 as relates thereto shall,
accordingly, cease to have effect.

COMPANIES ACT 1990 – SECT 54
Nature of an interest within section 53.

54.—(1) The provisions of this section shall apply in determining
for the purposes of section 53 whether a person has an interest in
shares or debentures.

(2) Any reference to an interest in shares or debentures shall be
read as including a reference to any interest of any kind
whatsoever in shares or debentures; and accordingly there shall be
disregarded any restraints or restrictions to which the exercise of
any right attached to the interest is or may be subject.

(3) Where any property is held on trust and any interest in shares
or debentures is comprised in that property, any beneficiary of that
trust who, apart from this subsection, does not have an interest in
the shares or debentures shall be taken to have such an interest;
but this subsection is without prejudice to the following provisions
of this section.

(4) A person shall be taken to have an interest in shares or
debentures if—

( a ) he enters into a contract for their purchase by him
(whether for cash or other consideration); or

( b ) not being the registered holder, he is entitled to exercise
any right conferred by the holding of those shares or debentures or
is entitled to control the exercise of any such right.

(5) A person shall be taken to be interested in shares or
debentures if a body corporate is interested in them and—

( a ) that body corporate or its directors are accustomed to act
in accordance with his directions or instructions; or

( b ) he is entitled to exercise or control the exercise of
one-third or more of the voting power at general meetings of that
body corporate.

(6) Where a person is entitled to exercise or control the exercise
of one-third or more of the voting power at general meetings of a
body corporate and that body corporate is entitled to exercise or
control the exercise of any of the voting power at general meetings
of another body corporate (the “relevant voting power”), then, for
the purposes of subsection (5) (b), the relevant voting power shall
be taken to be exercisable by that person.

(7) A person shall be taken to have an interest in shares or
debentures if, otherwise than by virtue of having an interest under
a trust—

( a ) he has a right to call for delivery of the shares or
debentures to himself or to his order; or

( b ) he has a right to acquire an interest in shares or
debentures or is under an obligation to take an interest in shares
or debentures;

whether in any case the right or obligation is conditional or
absolute.

(8) For the purposes of subsection (4) (b) a person shall be taken

to be entitled to exercise or control the exercise of any right
conferred by the holding of shares or debentures if he has a right
(whether subject to conditions or not) the exercise of which would
make him so entitled or is under an obligation (whether so subject
or not) the fulfilment of which would make him so entitled.

(9) A person shall not by virtue of subsection (4) (b) be taken
to be interested in any shares or debentures by reason only that
he has been appointed a proxy to vote at a specified meeting of a
company or of any class of its members and at any adjournment of
that meeting or has been appointed by a body corporate to act as
its representative at any meeting of a company or of any class of
its members.

(10) Without prejudice to subsection (2), rights or obligations to
subscribe for any shares or debentures shall not be taken for the
purposes of subsection (7) to be rights to acquire, or obligations
to take, any interest in shares or debentures.

(11) Where persons have a joint interest each of them shall be
deemed to have that interest.

(12) It is immaterial that shares or debentures in which a person
has an interest are unidentifiable.

(13) Delivery to a person’s order of shares or debentures in
fulfilment of a contract for the purchase thereof by him or in
satisfaction of a right of his to call for delivery thereof, or
failure to deliver shares or debentures in accordance with the terms
of such a contract or on which such a right falls to be

satisfied, shall be deemed to constitute an event in consequence of
the occurrence of which he ceases to be interested in them, and so
shall the lapse of a person’s right to call for delivery of shares
or debentures.

COMPANIES ACT 1990 – SECT 55
Interest to be disregarded.

55.—(1) The following interests shall be disregarded for the purpos
es
of section 54 and sections 56 to 5858—

( a ) where property is held on trust and an interest in shares
or debentures is comprised in that property, an interest in
reversion or remainder or of a bare trustee and any discretionary
interest;

( b ) an interest of a person subsisting by virtue of—

(i) his holding units in—

(I) a registered unit trust scheme within the meaning of section 3
of the Unit Trusts Act, 1972;

(II) a unit trust to which section 31 of the Capital Gains Tax
Act, 1975, as amended by section 34 of the Finance Act, 1977
relates;

(III) an undertaking for collective investment in transferable
securities, within the meaning of the European Communities
(Undertakings for Collective Investment in Transferable Securities)
Regulations, 1989 (S.I. No. 78 of 1989);

(ii) a scheme made under section 46 of the Charities Act, 1961;

( c ) an interest for the life of himself or another of a person
under a settlement in the case of which the property comprised in
the settlement consists of or includes shares or debentures, and the
conditions mentioned in subsection (3) are satisfied;

( d ) an interest in shares or debentures held by a member of a
recognised stock exchange carrying on business as a stock broker
which is held by way of security only for the purposes of a
transaction entered into by the person or body concerned in the
ordinary course of business of such person or body;

( e ) such interests, or interests of such a class, as may be
prescribed for the purposes of this paragraph by regulations made by
the Minister.

(2) A person shall not by virtue of section 54 (4) (b) be taken
to be interested in shares or debentures by reason only that he
has been appointed a proxy to vote at a specified meeting of a
company or of any class of its members and at any adjournment of
that meeting, or has been appointed by a body corporate to act as
its representative at any meeting of a company or of any class of
its members.

(3) The conditions referred to in subsection (1) (c) are, in
relation to a settlement—

( a ) that it is irrevocable, and

( b ) that the settlor (within the meaning of section 96 of the
Income Tax Act, 1967) has no interest in any income arising under,
or property comprised in, the settlement.

COMPANIES ACT 1990 – SECT 56
Periods within which obligations under section 53 must be discharged.

56.—(1) An obligation imposed on a person by section 53 (1) to
notify an interest must, if he knows of the existence of the
interest on the relevant day (that is to say, in a case in which
he is a director or secretary at the beginning of the day on
which that section comes into operation, the last previous day, and,
in a case in which he thereafter becomes a director or secretary,
the day on which he becomes it), be fulfilled before the expiration
of the period of five days beginning with the day next following
the relevant day; otherwise it must be fulfilled before the
expiration of the period of five days beginning with the day next
following that on which the existence of the interest comes to his
knowledge.

(2) An obligation imposed on a person by section 53 (2) to notify
the occurrence of an event must, if at the time at which the
event occurs he knows of its occurrence, be fulfilled before the
expiration of the period of five days beginning with the day next
following that on which it occurs; otherwise, it must be fulfilled
before the expiration of the period of five days beginning with the
day next following that on which the occurrence of the event comes
to his knowledge.

COMPANIES ACT 1990 – SECT 57
Circumstances in which obligation under section 53 is not discharged.

57.—(1) Where an event of whose occurrence a director or secretary
is, by virtue of section 53 (2) (a), under obligation to notify a
company consists of his entering into a contract for the purchase
by him of shares or debentures, the obligation shall be taken not
to be discharged in the absence of inclusion in the notice of a
statement of the price to be paid by him under the contract, and
an obligation imposed on a director or secretary by virtue of
section 53 (2) (b) shall be taken not to be discharged in the
absence of inclusion in the notice of the price to be received by
him under the contract.

(2) An obligation imposed on a director or secretary by virtue of
section 53 (2) (c) to notify a company shall be taken not to be
discharged in the absence of inclusion in the notice of a statement
of the consideration for the assignment (or, if it be the case
that there is no consideration, that fact), and where an event of
whose occurrence a director is, by virtue of section 53 (2) (d),
under obligation to notify) a company consists in his assigning a
right, the obligation shall be taken not to be discharged in the
absence of inclusion in the notice of a similar statement.

(3) Where an event of whose occurrence a director or secretary is,
by virtue of section 53 (2) (d), under obligation to notify a
company consists in the grant to him of a right to subscribe for
shares or debentures, the obligation shall not be taken to be
discharged in the absence of inclusion in the notice of a statement
of—

( a ) the date on which the right was granted,

( b ) the period during which or time at which the right is
exercisable,

( c ) the consideration for the grant (or, if it be the case
that there is no consideration, that fact), and

( d ) the price to be paid for the shares or debentures.

(4) Where an event of whose occurrence a director or secretary is,
by virtue of section 53 (2) (d), under obligation to notify a
company consists in the exercise of a right granted to him to
subscribe for shares or debentures, the obligation shall be taken
not to be discharged in the absence of inclusion in the notice of
a statement of—

( a ) the number of shares or amount of debentures in respect of
which the right was exercised, and

( b ) if it be the case that they were registered in his name,
that fact, and, if not, the name or names of the person or
persons in whose name or names they were registered,

together (if they were registered in the names of two persons or
more) with the number or amount thereof registered in the name of
each of them.

(5) For the purposes of this section any reference, however
expressed, to any price paid, given or received in respect of any
interest in shares or debentures shall be construed as including a
reference to any consideration other than money given or received in
respect of any such interest.

COMPANIES ACT 1990 – SECT 58
Other provisions relating to notification.

58.—(1) Where a person authorises any other person (“the agent”)
to
acquire or dispose of, on his behalf, interests in shares in, or
debentures of, a company, he shall secure that the agent notifies
him immediately of acquisitions or disposals of interests in such
shares or debentures effected by the agent which will or may give
rise to any obligation on his part to make a notification under
this Chapter with respect to his interest in those shares or
debentures.

(2) An obligation to make any notification imposed on any person by
this Chapter shall be treated as not being fulfilled unless the
notice by means of which it purports to be fulfilled identifies him

and gives his address.

(3) Where a person fails to fulfil, within the proper period, an
obligation to which he is subject by virtue of section 53, no
right or interest of any kind whatsoever in respect of the shares
or debentures concerned shall be enforceable by him, whether directly
or indirectly, by action or legal proceeding.

(4) Where any right or interest is restricted under subsection (3),
any person in default under that subsection or any other person
affected by such restriction may apply to the court for relief
against a disability imposed by or arising out of subsection (3)
and the court on being satisfied that the default was accidental,
or due to inadvertence, or some other sufficient cause, or that on
other grounds it is just and equitable to grant relief, may grant
such relief either generally, or as respects any particular right or
interest on such terms and conditions as it sees fit.

(5) Where an applicant for relief under subsection (4) is a person
referred to in subsection (3), the court may not grant such relief
if it appears that the default has arisen as a result of any
deliberate act or omission on the part of the applicant.

(6) Subsection (3) shall not apply to an obligation relating to a
person ceasing to be interested in shares in, or debentures of, a
company.

(7) A person who fails without reasonable excuse to comply with
subsection (1) shall be guilty of an offence.

COMPANIES ACT 1990 – SECT 59
Register of interests.

59.—(1) Every company shall keep a register for the purposes of
section 53.

(2) Whenever the company receives information from a director or
secretary in consequence of the fulfilment of an obligation imposed
on him by that section, the company shall enter in the register,
against the name of that person, that information and the date of
the entry.

(3) Every company shall, whenever it grants to a director or
secretary a right to subscribe for shares in, or debentures of, the
company, enter in the register against his name—

( a ) the date on which the right is granted,

( b ) the period during which or time at which it is exercisable,

( c ) the consideration for the grant (or, if it be the case
that there is no consideration, that fact), and

( d ) the description of shares or debentures involved and the
number or amount thereof, and the price to be paid therefor.

(4) Whenever such a right as is mentioned in subsection (3) is

exercised by a director or secretary, the company shall enter in
the said register against his name that fact (identifying the
right), the number or amount of shares or debentures in respect of
which it is exercised and, if it be the case that they were
registered in his name, that fact, and, if not, the name or names
of the person or persons in whose name or names they were
registered, together (if they were registered in the names of two
persons or more) with the number or amount thereof registered in
the name of each of them.

(5) This section applies to shadow directors as to directors.

COMPANIES ACT 1990 – SECT 60
Provisions relating to register.

60.—(1) The register to be kept under section 59 shall be so made
up that the entries therein against the several names inscribed
therein appear in chronological order.

(2) An obligation imposed by section 59 (2) to (4) shall be
fulfilled before the expiration of the period of 3 days beginning
with the day next following that on which it arises.

(3) The nature and extent of an interest recorded in the said
register of a director or secretary in any shares or debentures
shall, if he so requires, be recorded in the said register.

(4) The company shall not, by virtue of anything done for the
purposes of this section, be affected with notice of, or put upon
inquiry as to, the rights of any person in relation to any shares
or debentures.

(5) The said register shall—

( a ) if the company’s register of members is kept at its
registered office, be kept there;

( b ) if the company’s register of members is not so kept, be
kept at the company’s registered office or at the place where its
register of members is kept;

and shall during business hours (subject to such reasonable
restrictions as the company in general meeting may impose, so that
not less than two hours in each day be allowed for inspection) be
open to the inspection of any member of the company without charge
and of any other person on payment of 30p or such less sum as
the company may prescribe for each inspection.

(6) The company shall send notice to the registrar of companies of
the place where the said register is kept and of any change in
that place, save in a case in which it has at all times been
kept at its registered office.

(7) Unless the said register is in such a form as to constitute
in itself an index, the company shall keep an index of the names
entered therein which shall—

( a ) in respect of each name, contain a sufficient indication to
enable the information inscribed against it to be readily found; and

( b ) be kept at the same place as the said register;

and the company shall, within 14 days after the date on which a
name is entered in the said register, make any necessary alteration
in the index.

(8) Any member of the company or other person may require a copy
of the said register, or of any part thereof, on payment of 15p
or such less sum as the company may prescribe, for every hundred
words or fractional part thereof required to be copied.

The company shall cause any copy so required by any person to be
sent to that person within the period of 10 days beginning with
the day next following that on which the requirement is received by
the company.

(9) The said register shall also be and remain open and accessible
to any person attending the company’s annual general meeting at
least one quarter hour before the appointed time for the
commencement of the meeting and during the continuance of the
meeting.

(10) If default is made in compliance with subsection (9), the
company and every officer of the company who is in default shall
be guilty of an offence and shall be liable to a fine not
exceeding £1,000; and if default is made for 14 days in complying
with subsection (6) the company and every officer of the company
who is in default shall be liable to a fine not exceeding £1,000;
and if default is made in complying with section 59 or with
subsection (1), (2) or (7) of this section or if an inspection
required under this section is refused or any copy required
thereunder is not sent within the proper period the company and
every officer of the company who is in default shall be liable to
a fine not exceeding £1,000.

(11) In the case of a refusal of an inspection required under this
section of the said register, the court may by order compel an
immediate inspection thereof; and in the case of a failure to send
within the proper period a copy required under this section, the
court may by order direct that the copy required shall be sent to
the person requiring it.

COMPANIES ACT 1990 – SECT 61
Removal of entries from register.

61.—(1) A company may remove an entry against a person’s name from
the register of interests in shares and debentures kept under
section 59 if more than 6 years has elapsed since the date of the
entry being made, and either—

( a ) that entry recorded the fact that the person in question
has ceased to have an interest notifiable under this Chapter in
shares in, or debentures of, the company, or

( b ) it has been superseded by a later entry made under the
said section 59 against the same person’s name;

and in a case within paragraph (a) the company may also remove
that person’s name from the register.

(2) Where a name is removed from a company’s register of interests
in shares or debentures in pursuance of subsection (1), the company
shall within 14 days of the date of that removal make any
necessary alterations in any associated index.

(3) If default is made in complying with subsection (2), the
company and every officer of it who is in default shall be guilty
of an offence and liable to a fine.

COMPANIES ACT 1990 – SECT 62
Entries, when not to be removed.

62.—(1) Entries in a company’s register of interests in shares and
debentures under this Chapter shall not be deleted except in
accordance with section 61.

(2) If an entry is deleted from a company’s register of interests
in shares in contravention of subsection (1), the company shall
restore that entry to the register as soon as is reasonable and
practicable.

(3) If default is made in complying with subsection (1) or (2),
the company and every officer of it who is in default shall be
guilty of an offence and liable to a fine.

COMPANIES ACT 1990 – SECT 63
Disclosure of interests in directors’ report.

63.—(1) Subject to subsection (2), the directors’ report or the
notes to the company’s accounts in respect of a financial year
shall, as respects each person who, at the end of that year, was
a director of the company, state—

( a ) whether or not he was, at the end of that year, interested
in shares in, or debentures of, the company or any other body
corporate being the company’s subsidiary or holding company or a
subsidiary of the company’s holding company;

( b ) if he was so interested—

(i) the number and amount of shares in, and debentures of, each
body (specifying it) in which he was then interested,

(ii) whether or not he was, at the beginning of that year (or, if
he was not then a director, when he became a director), interested
in shares in, or debentures of, the company or any other such body
corporate, and,

(iii) if he was, the number and amount of shares in, and
debentures of, each body (specifying it) in which he was interested
at the beginning of that year or, as the case may be, when he

became a director.

(2) The reference in subsection (1) to the directors’ report and
the notes to the company’s accounts are references to the report
and notes respectively which are required by virtue of the Companies
(Amendment) Act, 1986 to be annexed to the Annual Return and where
a company does not annex the report of the directors, as permitted
by section 10 (2) of the aforementioned Act, the information
required in subsection (1) shall be contained in the notes to the
company’s accounts.

(3) The references in subsection (1) to the time when a person
became a director shall, in the case of a person who became a
director on more than one occasion, be construed as referring to
the time when he first became a director.

(4) For the purposes of this section “the directors’ report” means
the report by the directors of a company which, by section 158 (1)
of The Principal Act, is required to be attached to every balance
sheet of the company.

(5) The information required by subsection (1) to be given in
respect of the directors of the company shall also be given in
respect of the person who was the secretary of the company at the
end of the financial year concerned.

COMPANIES ACT 1990 – SECT 64
Extension of section 53 to spouses and children.

64.—(1) For the purposes of section 53—

( a ) an interest of the spouse of a director or secretary of a
company (not being himself or herself a director or secretary
thereof) in shares or debentures shall be treated as being the
director’s or secretary’s interest, and

( b ) the same applies to an interest of a minor child of a
director or secretary of a company (not being himself or herself a
director or secretary thereof) in shares or debentures.

(2) For those purposes—

( a ) a contract, assignment or right of subscription entered into,
exercised or made by, or grant made to, the spouse of a director
or secretary of a company (not being himself or herself a director
or secretary thereof) shall be treated as having been entered into,
exercised or made by, or, as the case may be, as having been made
to, the director or secretary, and

( b ) the same applies to a contract, assignment or right of
subscription entered into, exercised or made by, or grant made to,
a minor child of a director or secretary of a company (not being
himself or herself a director or secretary thereof).

(3) A director or secretary of a company shall be under obligation
to notify the company in writing of the occurrence, while he or
she is director or secretary, of either of the following events,

namely—

( a ) the grant to his or her spouse or minor child by the
company, of a right to subscribe for shares in, or debentures of,
the company; and

( b ) the exercise by the spouse or minor child of such a right
as aforesaid granted by the company to the spouse or child.

(4) In a notice given to the company under subsection (3) there
shall be stated—

( a ) in the case of the grant of a right, the like information
as is required by section 53 to be stated by the director or
secretary on the grant to him by another body corporate of a right
to subscribe for shares in, or debentures of, that other body
corporate, and

( b ) in the case of the exercise of a right, the like
information as is required by that section to be stated by the
director or secretary on the exercise of a right granted to him by
another body corporate to subscribe for shares in, or debentures of,
that other body corporate.

(5) An obligation imposed by subsection (3) on a director or
secretary must be fulfilled by him before the expiration of the
period of 5 days beginning with the day next following that on
which the occurrence of the event that gives rise to it comes to
his knowledge.

(6) A person who fails to fulfil, within the proper period, an
obligation to which he is subject under subsection (3) shall be
guilty of an offence.

(7) The provisions set out in sections 54 and 55 shall have effect
for the interpretation of, and otherwise in relation to, subsections
(1) and (2), and subsections (8) and (9) of section 53 shall, wi
th
any requisite modification, have effect for the purposes of this
section as they have effect for the purposes of that section.

(8) For the purposes of section 59 an obligation imposed on a
director or secretary by this section shall be treated as if
imposed by section 53.

COMPANIES ACT 1990 – SECT 65
Duty of company to notify stock exchange.

65.—(1) Whenever a company in the case of whose shares or
debentures dealing facilities are provided by a recognised stock
exchange is notified of any matter by a director or secretary in
consequence of the fulfilment of an obligation imposed on him by
section 53 or 64, and that matter relates to shares or debentures
for which such dealing facilities are provided, the company shall be
under an obligation to notify that stock exchange of that matter;
and the stock exchange may publish, in such manner as it may
determine, any information received by it under this subsection.

(2) An obligation imposed by subsection (1) must be fulfilled before

the end of the day next following that on which it arises.

(3) If default is made in complying with this section, the company
and every officer of the company who is in default shall be guilty
of an offence.

COMPANIES ACT 1990 – SECT 66
Investigation of share dealing.

66.—(1) If it appears to the Minister that there are circumstances
suggesting that contraventions may have occurred, in relation to
shares in, or debentures of, a company, of section 30, 53 or 64
(3) to (5) he may appoint one or more competent inspectors to
carry out such investigations as are requisite to establish whether
or not contraventions have occurred as aforesaid and to report the
result of their investigations to the Minister.

(2) The appointment under this section of an inspector may limit
the period to which his investigation is to extend or confine it
to shares or debentures of a particular class or both.

(3) For the purposes of any investigation under this section,
section 10 shall apply—

( a ) with the substitution, for references to any other body
corporate whose affairs are investigated by virtue of section 9, of
a reference to any other body corporate which is, or has at any
relevant time been, the company’s subsidiary or holding company, and

( b ) with the necessary modification of the reference, in section
10 (5), to the affairs of the company or other body corporate, so,
however, that it shall apply to members of a recognised stock
exchange who are individuals and to officers (past as well as
present) of members of such an exchange who are bodies corporate as
it applies to officers of the company or of the other body
corporate.

(4) The inspectors may, and, if so directed by the Minister, shall,
make interim reports to the Minister, and, on the conclusion of the
investigation, shall make a final report to the Minister.

(5) Any such report shall be written or printed, as the Minister
may direct, and the Minister may cause it to be published.

(6) Sections 9, 16 to 18, 22, 23 (1) and 23 (3) shall, with any
necessary modifications, apply for the purposes of this section.

(7) The expenses of an investigation under this section shall be
defrayed by the Minister.

(8) Where a person is convicted of an offence on a prosecution
instituted as a result of the investigation the High Court may, on
the application of the Minister, order that person to pay the said
expenses to such extent as the court may direct.

CHAPTER 2

Individual and Group Acquisitions

COMPANIES ACT 1990 – SECT 67
Obligation of disclosure and the cases in which it may arise.

67.—(1) Where a person either—

( a ) to his knowledge acquires an interest in shares comprised in
a public limited company’s relevant share capital, or ceases to be
interested in shares so comprised (whether or not retaining an
interest in other shares so comprised), or

( b ) becomes aware that he has acquired an interest in shares so
comprised or that he has ceased to be interested in shares so
comprised in which he was previously interested,

then, subject to the provisions of sections 68 to 79, he shall be
under an obligation (“the obligation of disclosure”) to make
notification to the company of the interests which he has, or had,
in its shares.

(2) In relation to a public limited company, “relevant share
capital” means the company’s issued share capital of a class
carrying rights to vote in all circumstances at general meetings of
the company and it is hereby declared for the avoidance of doubt
that—

( a ) where a company’s relevant share capital is divided into
different classes of shares, references in this Chapter to a
percentage of the nominal value of its relevant share capital are
to a percentage of the nominal value of the issued shares comprised
in each of the classes taken separately, and

( b ) the temporary suspension of voting rights in respect of
shares comprised in issued share capital of a company of any such
class does not affect the application of this Chapter in relation
to interests in those or any other shares comprised in that class.

(3) Where, otherwise than in circumstances within subsection (1), a
person—

( a ) is aware at the time when it occurs of any change of
circumstances affecting facts relevant to the application of the next
following section to an existing interest of his in shares comprised
in a company’s share capital of any description, or

( b ) otherwise becomes aware of any such facts (whether or not
arising from any such change of circumstances),

then, subject to the provisions of sections 68 to 79, he shall be
under the obligation of disclosure.

(4) The acquisition by any person of an interest in shares or
debentures of a company registered in the State shall be deemed to
be a consent by that person to the disclosure by him, his agents
or intermediaries of any information required to be disclosed in

relation to shares or debentures by the Companies Acts.

COMPANIES ACT 1990 – SECT 68
Interests to be disclosed.

68.—(1) For the purposes of the obligation of disclosure, the
interests to be taken into account are those in relevant share
capital of the company concerned.

(2) A person has a notifiable interest at any time when he is
interested in shares comprised in that share capital of an aggregate
nominal value equal to or more than the percentage of the nominal
value of that share capital which is for the time being the
notifiable percentage.

(3) All facts relevant to determining whether a person has a
notifiable interest at any time (or the percentage level of his
interest) are taken to be what he knows the facts to be at that
time.

(4) The obligation of disclosure arises under section 67 (1) or (3
) where the person has a notifiable interest immediately after the
relevant time, but did not have such an interest immediately before
that time.

(5) The obligation also arises under section 67 (1) where—

( a ) the person had a notifiable interest immediately before the
relevant time, but does not have such an interest immediately after
it, or

( b ) he had a notifiable interest immediately before that time,
and has such an interest immediately after it, but the percentage
levels of his interest immediately before and immediately after that
time are not the same.

(6) For the purposes of this section, “the relevant time” means—

( a ) in a case within section 67 (1) (a) or (3) (a), the time

of the event or change of circumstances there mentioned, and

( b ) in a case within section 67 (1) (b) or (3) (b), the time

at which the person became aware of the facts in question.

COMPANIES ACT 1990 – SECT 69
“Percentage level” in relation to notifiable interests.

69.—(1) Subject to the qualification mentioned below, “percentage i
n
relation to level”, in section 68 (5) (b), means the percentage
figure found by expressing the aggregate nominal value of all the
shares comprised in the share capital concerned in which the person
is interested immediately before or (as the case may be) immediately
after the relevant time as a percentage of the nominal value of
that share capital and rounding that figure down, if it is not a
whole number, to the next whole number.

(2) Where the nominal value of the share capital is greater

immediately after the relevant time than it was immediately before,
the percentage level of the person’s interest immediately before (as
well as immediately after) that time is determined by reference to
the larger amount.

COMPANIES ACT 1990 – SECT 70
The notifiable percentage.

70.—(1) The reference in section 68 (2) to the notifiable percent
age
percentage. is to 5 per cent, or such other percentage as may be
prescribed by the Minister under this section.

(2) The Minister may prescribe the percentage to apply in
determining whether a person’s interest in a company’s shares is
notifiable under section 67; and different percentages may be
prescribed in relation to companies of different classes or
descriptions.

(3) Where in consequence of a reduction prescribed under this
section in the percentage made by such order a person’s interest in
a company’s shares becomes notifiable, he shall then come under the
obligation of disclosure in respect of it; and the obligation must
be performed within the period of 10 days next following the day
on which it arises.

COMPANIES ACT 1990 – SECT 71
Particulars to be contained in notification.

71.—(1) Subject to section 70 (3) a person’s obligation to make a

notification under section 67 must be performed within the period of
5 days next following the day on which the obligation arises; and
the notification must be in writing to the company.

(2) The notification must specify the share capital to which it
relates, and must also—

( a ) state the number of shares comprised in that share capital
in which the person making the notification knows he was interested
immediately after the time when the obligation arose, or

( b ) in a case where the person no longer has a notifiable
interest in shares comprised in that share capital, state that he
no longer has that interest.

(3) A notification with respect to a person’s interest in a
company’s relevant share capital (other than one stating that he no
longer has a notifiable interest in shares comprised in that share
capital) shall include particulars of—

( a ) the identity of each registered holder of shares to which
the notification relates, and

( b ) the number of those shares held by each such registered
holder,

so far as known to the person making the notification at the date
when the notification is made.

(4) A person who has an interest in shares comprised in a
company’s relevant share capital, that interest being notifiable, is
under obligation to notify the company in writing—

( a ) of any particulars in relation to those shares which are
specified in subsection (3), and

( b ) of any change in those particulars,

of which in either case he becomes aware at any time after any
interest notification date and before the first occasion following
that date on which he comes under any further obligation of
disclosure with respect to his interest in shares comprised in that
share capital.

An obligation arising under this section must be performed within
the period of 5 days next following the day on which it arises.

(5) The reference in subsection (4) to an interest notification
date, in relation to a person’s interest in shares comprised in a
public limited company’s relevant share capital, is to either of the
following—

( a ) the date of any notification made by him with respect to
his interest under this Part, and

( b ) where he has failed to make a notification, the date on
which the period allowed for making it came to an end.

(6) A person who at any time has an interest in shares which is
notifiable is to be regarded under subsection (4) as continuing to
have a notifiable interest in them unless and until he comes under
obligation to make a notification stating that he no longer has
such an interest in those shares.

COMPANIES ACT 1990 – SECT 72
Notification of family and corporate interests.

72.—(1) For the purposes of sections 67 to 7171 a person is taken
to be interested in any shares in which his spouse or any minor
child of his is interested.

(2) For those purposes, a person is taken to be interested in
shares if a body corporate is interested in them and—

( a ) that body or its directors are accustomed to act in
accordance with his directions or instructions, or

( b ) he is entitled to exercise or control the exercise of
one-third or more of the voting power at general meetings of that
body corporate.

(3) Where a person is entitled to exercise or control the exercise
of one-third or more of the voting power at general meetings of a
body corporate and that body corporate is entitled to exercise or
control the exercise of any of the voting power at general meetings

of another body corporate (“the effective voting power”) then, for
the purposes of subsection (2) (b), the effective voting power is
taken as exercisable by that person.

(4) For the purposes of subsections (2) and (3) a person is
entitled to exercise or control the exercise of voting power if—

( a ) he has a right (whether subject to conditions or not) the
exercise of which would make him so entitled, or

( b ) he is under an obligation (whether or not so subject) the
fulfilment of which would make him so entitled.

COMPANIES ACT 1990 – SECT 73
Agreement to acquire interests in a public limited company.

73.—(1) Subject to the following provisions of this section an
agreement between two or more persons which includes provision for
the acquisition by any one or more of the parties to the agreement
of interests in shares comprised in relevant share capital of a
particular public limited company (“the target company”) is an
agreement to which this section applies if—

( a ) it also includes provisions imposing obligations or
restrictions on any one or more of the parties to the agreement
with respect to their use, retention or disposal of interests in
that company’s shares acquired in pursuance of the agreement (whether
or not together with any other interests of theirs in that
company’s shares to which the agreement relates); and

( b ) any interest in the company’s shares is in fact acquired by
any of the parties in pursuance of the agreement;

and in relation to such an agreement references in this section,
and in sections 74 and 75, to the target company are to the
company which is the target company for that agreement in accordance
with this section.

(2) The reference in subsection (1) (a) to the use of interests in

shares in the target company is to the exercise of any rights or
of any control or influence arising from those interests (including
the right to enter into any agreement for the exercise, or for
control of the exercise, of any of those rights by another person).

(3) Once any interest in shares in the target company has been
acquired in pursuance of such an agreement as is mentioned above,
this section continues to apply to that agreement irrespective of—

( a ) whether or not any further acquisitions of interests in the
company’s shares take place in pursuance of the agreement, and

( b ) any change in the persons who are for the time being
parties to it, and

( c ) any variation of the agreement, so long as the agreement
continues to include provisions of any description mentioned in
subsection (1) (a).

References in this subsection to the agreement include any agreement
having effect (whether directly or indirectly) in substitution for
the original agreement.

(4) In this section, and also in references elsewhere in this Part
to an agreement to which this section applies, “agreement” includes
any agreement or arrangement; and references in this section to
provisions of an agreement—

( a ) accordingly include undertakings, expectations or under
standings operative under any arrangement, and

( b ) (without prejudice to the above) also include any provisions,
whether express or implied and whether absolute or not.

(5) This section does not apply to an agreement which is not
legally binding unless it involves mutuality in the undertakings,
expectations or understandings of the parties to it; nor does the
section apply to an agreement to underwrite or sub-underwrite any
offer of shares in a company, provided the agreement is confined to
that purpose and any matters incidental to it.

COMPANIES ACT 1990 – SECT 74
Obligations of disclosure arising under section 73.

74.—(1) In the case of an agreement to which section 73 applies,
each party to the agreement shall be taken (for purposes of the
obligation of disclosure) to be interested in all shares in the
target company in which any other party to it is interested apart
from the agreement (whether or not the interest of the other party
in question was acquired, or includes any interest which was
acquired, in pursuance of the agreement).

(2) For those purposes, and also for those of section 75, an
interest of a party to such an agreement in shares in the target
company is an interest apart from the agreement if he is interested
in those shares otherwise than by virtue of the application of
section 73 and this section in relation to the agreement.

(3) Accordingly, any such interest of the person (apart from the
agreement) includes for those purposes any interest treated as his
under section 72 or by the application of section 73 and this
section in relation to any other agreement with respect to shares
in the target company to which he is a party.

(4) A notification with respect to his interest in shares in the
target company made to that company under this Part by a person
who is for the time being a party to an agreement to which
section 73 applies shall—

( a ) state that the person making the notification is a party to
such an agreement,

( b ) include the names and (so far as known to him) the
addresses of the other parties to the agreement, identifying them as
such, and

( c ) state whether or not any of the shares to which the
notification relates are shares in which he is interested by virtue
of section 73 and this section and, if so, the number of those
shares.

(5) Where a person makes a notification to a company under this
Part in consequence of ceasing to be interested in any shares of
that company by virtue of the fact that he or any other person
has ceased to be a party to an agreement to which section 73
applies, the notification shall include a statement that he or that
other person has ceased to be a party to the agreement (as the
case may require) and also (in the latter case) the name and (if
known to him) the address of that other.

COMPANIES ACT 1990 – SECT 75
Obligation of persons acting together to keep each other informed.

75.—(1) A person who is a party to an agreement to which section
73 applies shall be subject to the requirements of this section at
any each other time when—

( a ) the target company is a public limited company, and he
knows it to be so, and

( b ) the shares in that company to which the agreement relates
consist of or include shares comprised in relevant share capital of
the company, and he knows that to be the case, and

( c ) he knows the facts which make the agreement one to which
section 73 applies.

(2) Such a person shall be under obligation to notify every other
party to the agreement, in writing, of the relevant particulars of
his interest (if any) apart from the agreement in shares comprised
in relevant share capital of the target company—

( a ) on his first becoming subject to the requirements of this
section, and

( b ) on each occurrence after that time while he is still
subject to those requirements of any event or circumstances within
section 67 (1) (as it applies to his case otherwise than by
reference to interests treated as his under section 74 as applying
to that agreement).

(3) The relevant particulars to be notified under subsection (2)
are—

( a ) the number of shares (if any) comprised in the target
company’s relevant share capital in which the person giving the
notice would be required to state his interest if he were under
the obligation of disclosure with respect to that interest (apart
from the agreement) immediately after the time when the obligation
to give notice under subsection (2) arose, and

( b ) the relevant particulars with respect to the registered

ownership of those shares, so far as known to him at the date of
the notice.

(4) A person who is for the time being subject to the requirements
of this section shall be under obligation to notify every other
party to the agreement, in writing—

( a ) of any relevant particulars with respect to the registered
ownership of any shares comprised in relevant share capital of the
target company in which he is interested apart from the agreement,
and

( b ) of any change in those particulars, of which in either case
he becomes aware at any time after any interest notification date
and before the first occasion following that date on which he
becomes subject to any further obligation to give notice under
subsection (2) with respect to his interest in shares comprised in
that share capital.

(5) The reference in subsection (4) to an interest notification
date, in relation to a person’s interest in shares comprised in the
target company’s relevant share capital, is to either of the
following—

( a ) the date of any notice given by him with respect to his
interest under subsection (2), and

( b ) where he has failed to give that notice, the date on which
the period allowed by this section for giving the notice came to
an end.

(6) A person who is a party to an agreement to which section 73
applies shall be under an obligation to notify each other party to
the agreement, in writing, of his current address—

( a ) on his first becoming subject to the requirements of this
section, and

( b ) on any change in his address occurring after that time and
while he is still subject to those requirements.

(7) A reference to the relevant particulars with respect to the
registered ownership of shares is to such particulars in relation to
those shares as are mentioned in section 71 (3) (a) or (b).

(8) A person’s obligation to give any notice required by this
section to any other person must be performed within the period of
5 days next following the day on which that obligation arose.

COMPANIES ACT 1990 – SECT 76
Interest in shares by attribution.

76.—(1) Where section 67 or 68 refers to a person acquiring an
interest in shares or ceasing to be interested in shares, that
reference in certain cases includes his becoming or ceasing to be
interested in those shares by virtue of another person’s interest.

(2) This section applies where he becomes or ceases to be
interested by virtue of section 72 or (as the case may be) section
74 whether—

( a ) by virtue of the fact that the person who is interested in
the shares becomes or ceases to be a person whose interests (if
any) fall by virtue of either section to be treated as his, or

( b ) in consequence of the fact that such a person has become
or ceased to be interested in the shares, or

( c ) in consequence of the fact that he himself becomes or
ceases to be a party to an agreement to which section 73 applies
to which the person interested in the shares is for the time being
a party, or

( d ) in consequence of the fact that an agreement to which both
he and that person are parties becomes or ceases to be one to
which the said section 73 applies.

(3) The person shall be treated under section 67 as knowing he has
acquired an interest in the shares or (as the case may be) that
he has ceased to be interested in them, if and when he knows
both—

( a ) the relevant facts with respect to the other person’s
interest in the shares, and

( b ) the relevant facts by virtue of which he himself has become
or ceased to be interested in them in accordance with section 72
or 74.

(4) He shall be deemed to know the relevant facts referred to in
subsection (3) (a) if he knows (whether contemporaneously or not)
either of the subsistence of the other person’s interest at any
material time or of the fact that the other has become or ceased
to be interested in the shares at any such time; and “material
time” is any time at which the other’s interests (if any) fall or
fell to be treated as his under section 72 or 74.

(5) A person is to be regarded as knowing of the subsistence of
another’s interest in shares or (as the case may be) that another
has become or ceased to be interested in shares if he has been
notified under section 75 of facts with respect to the other’s
interest which indicate that he is or has become or ceased to be
interested in the shares (whether on his own account or by virtue
of a third party’s interest in them).

COMPANIES ACT 1990 – SECT 77
Interests in shares which are to be notified.

77.—(1) This section applies, subject to section 78, in determining

for purposes of sections 67 to 71 whether a person has a
notifiable interest in shares.

(2) A reference to an interest in shares is to be read as
including an interest of any kind whatsoever in the shares.

Accordingly there are to be disregarded any restraints or
restrictions to which the exercise of any right attached to the
interest is or may be subject.

(3) Where property is held on trust and an interest in shares is
comprised in the property, a beneficiary of the trust who apart
from this subsection does not have an interest in the shares is to
be taken as having such an interest; but this subsection is without
prejudice to the following provisions of this section.

(4) A person is taken to have an interest in shares if—

( a ) he enters into a contract for their purchase by him
(whether for cash or other consideration), or

( b ) not being the registered holder, he is entitled to exercise
any right conferred by the holding of the shares or is entitled to
control the exercise of any such right.

(5) For the purposes of subsection (4) (b), a person is entitled
to exercise or control the exercise of any right conferred by the
holding of shares if he—

( a ) has a right (whether subject to conditions or not) the
exercise of which would make him so entitled, or

( b ) is under an obligation (whether so subject or not) the
fulfilment of which would make him so entitled.

(6) A person is taken to have an interest in shares if, otherwise
than by virtue of having an interest under a trust—

( a ) he has a right to call for delivery of the shares to
himself or to his order, or

( b ) he has a right to acquire an interest in shares or is
under an obligation to take an interest in shares,

whether in any case the right or obligation is conditional or
absolute.

(7) Without prejudice to subsection (2), rights or obligations to
subscribe for any shares shall not be taken for the purposes of
subsection (6) to be rights to acquire, or obligations to take, any
interest in shares.

(8) Where persons have a joint interest each of them shall be
taken to have that interest.

(9) It is immaterial that shares in which a person has an interest
are unidentifiable.

(10) Delivery to a person’s order of shares in fulfilment of a
contract for the purchase thereof by him or in satisfaction of a
right of his to call for delivery thereof, or failure to deliver
shares in accordance with the terms of such a contract or on which
such a right falls to be satisfied, shall be deemed to constitute

an event in consequence of the occurrence of which he ceases to be
interested in them, and so shall the lapse of a person’s right to
call for delivery of shares.

COMPANIES ACT 1990 – SECT 78
Interest to be disregarded.

78.—(1) The following interests in shares shall be disregarded for
interests to be the purposes of sections 67 to 7171—

( a ) where property is held on trust and an interest in shares
is comprised in that property, an interest in reversion or remainder
or of a bare trustee and any discretionary interest;

( b ) an interest of a person subsisting by virtue of—

(i) his holding units in—

(I) a registered unit trust scheme within the meaning of section 3
of the Unit Trusts Act, 1972;

(II) a unit trust to which section 31 of the Capital Gains Tax
Act, 1975, as amended by section 34 of the Finance Act, 1977,
relates;

(III) an undertaking for collective investment in transferable
securities, within the meaning of the European Communities
(Undertakings for Collective Investment in Transferable Securities)
Regulations, 1989 (S.I. No. 78 of 1989);

or

(ii) a scheme made under section 46 of the Charities Act, 1961;

( c ) an interest for the life of himself or another of a person
under a settlement in the case of which the property comprised in
the settlement consists of or includes shares, and the conditions
mentioned in subsection (3) are satisfied;

( d ) an exempt security interest;

( e ) an interest of the President of the High Court subsisting
by virtue of section 13 of the Succession Act, 1965;

( f ) an interest of the Accountant of the High Court in shares
held by him in accordance with rules of court;

( g ) such interests, or interests of such a class, as may be
prescribed for purposes of this paragraph by regulations made by the
Minister.

(2) A person shall not by virtue of section 77 (4) (b) be taken
to be interested in shares by reason only that he has been
appointed a proxy to vote at a specified meeting of a company or
of any class of its members and at any adjournment of that
meeting, or has been appointed by a body corporate to act as its
representative at any meeting of a company or of any class of its

members.

(3) The conditions referred to in subsection (1) (c) are, in
relation to a settlement—

( a ) that it is irrevocable, and

( b ) that the settlor (within the meaning of section 96 of the
Income Tax Act, 1967) has no interest in any income arising under,
or property comprised in, the settlement.

(4) An interest in shares is an exempt security interest for
purposes of subsection (1) (d) if—

( a ) it is held by—

(i) the holder of a licence under section 9 of the Central Bank
Act, 1971, or an insurance company within the meaning of the
Insurance Acts, 1909 to 1990,

(ii) a trustee savings bank (within the meaning of the Trustee
Savings Banks Acts, 1863 to 1979) or a Post Office Savings Bank
within the meaning of the Post Office Savings Bank Acts, 1861 to
1958,

(iii) Agricultural Credit Corporation plc or Industrial Credit
Corporation plc,

(iv) a member of a recognised stock exchange carrying on business
as a stockbroker, and

( b ) it is held by way of security only for the purposes of a
transaction entered into by the person or body concerned in the
ordinary course of business of such person or body.

COMPANIES ACT 1990 – SECT 79
Other provisions relating to notification.

79.—(1) Where a person authorises any other person (“the agent”)
to
acquire or dispose of, on his behalf, interests in shares comprised
in relevant share capital of a public limited company, he shall
secure that the agent notifies him immediately of acquisitions or
disposals of interests in shares so comprised effected by the agent
which will or may give rise to any obligation on his part to make
a notification under this Chapter with respect to his interest in
that share capital.

(2) An obligation to make any notification imposed on any person by
this Chapter shall be treated as not being fulfilled unless the
notice by means of which it purports to be fulfilled identifies him
and gives his address, and in a case where he is a director or
secretary of the company, is expressed to be given in fulfilment of
that obligation.

(3) Where a person—

( a ) fails to fulfil, within the proper period, an obligation to

make any notification required by this Chapter; or

( b ) in purported fulfilment of any such obligation makes to a
company a statement which he knows to be false or recklessly makes
to a company a statement which is false; or

( c ) fails to fulfil, within the proper period, an obligation to
give any other person any notice required by section 75,

no right or interest of any kind whatsoever in respect of any
shares in the company concerned, held by him, shall be enforceable
by him, whether directly or indirectly, by action or legal
proceeding.

(4) Where any right or interest is restricted under subsection (3),
any person in default under that subsection or any other person
affected by such restriction may apply to the court for relief
against a disability imposed by or arising out of subsection (3)
and the court on being satisfied that the default was accidental,
or due to inadvertence, or some other sufficient cause, or that on
other grounds it is just and equitable to grant relief, may grant
such relief either generally, or as respects any particular right or
interest on such terms and conditions as it sees fit.

(5) Where an applicant for relief under subsection (4) is a person
referred to in subsection (3), the court may not grant such relief
if it appears that the default has arisen as a result of any
deliberate act or omission on the part of the applicant.

(6) Subsection (3) shall not apply to an obligation relating to a
person ceasing to be interested in shares in any company.

(7) A person who—

( a ) fails to fulfil, within the proper period, an obligation of
disclosure imposed on him by this Chapter, or

( b ) fails to fulfil, within the proper period, an obligation to
give any other person a notice required by section 75, or

( c ) fails without reasonable excuse to comply with subsection
(1),

shall be guilty of an offence.

(8) It shall be a defence for a person charged with an offence
under subsection (7) (b) to prove that it was not possible for him
to give the notice to that other person required by section 75
within the proper period, and either—

( a ) that it has not since become possible for him to give the
notice so required; or

( b ) that he gave that notice as soon after the end of that
period as it became possible for him to do so.

COMPANIES ACT 1990 – SECT 80

Register of interests in shares.

80.—(1) Every public limited company shall keep a register for
purposes of sections 67 to 71 and whenever the company receives
information from a person in consequence of the fulfilment of an
obligation imposed on him by any of those sections, it is under
obligation to inscribe in the register, against that person’s name,
that information and the date of the inscription.

(2) Without prejudice to subsection (1), where a company receives a
notification under this Part which includes a statement that the
person making the notification, or any other person, has ceased to
be a party to an agreement to which section 73 applies, the
company shall be under obligation to record that information against
the name of that person in every place where his name appears in
the register as a party to that agreement (including any entry
relating to him made against another person’s name).

(3) An obligation imposed by subsection (1) or (2) must be
fulfilled within the period of 3 days next following the day on
which it arises.

(4) The nature and extent of an interest recorded in the said
register of a person in any shares shall, if he so requires, be
recorded in the said register.

(5) The company shall not, by virtue of anything done for the
purposes of this section, be affected with notice of, or put upon
enquiry as to, the rights of any person in relation to any shares.

(6) The register must be so made up that the entries against the
several names entered in it appear in chronological order.

(7) Unless the register is in such form as to constitute in itself
an index, the company shall keep an index of the names entered in
the register which shall in respect of each name contain a
sufficient indication to enable the information entered against it to
be readily found; and the company shall, within 10 days after the
date on which a name is entered in the register, make any
necessary alteration in the index.

(8) If the company ceases to be a public limited company it shall
continue to keep the register and any associated index until the
end of the period of 6 years beginning with the day next following
that on which it ceases to be such a company.

(9) The register and any associated index—

( a ) shall be kept at the place at which the register required
to be kept by the company by section 59 (register of directors’
and secretaries’ interests) is kept, and

( b ) shall be available for inspection in accordance with section
88.

(10) If default is made in complying with any of the provisions of
this section, the company and every officer of it who is in

default shall be liable to a fine not exceeding £1,000, and for
continued contravention, to a daily default fine not exceeding £50.

COMPANIES ACT 1990 – SECT 81
Company investigations.

81.—(1) A public limited company may by notice in writing require a

person whom the company knows or has reasonable cause to believe to
be or, at any time during the 3 years immediately preceding the
date on which the notice is issued (but excluding any time before
the commencement of this section), to have been interested in shares
comprised in the company’s relevant share capital—

( a ) to confirm that fact or (as the case may be) to indicate
whether or not it is the case, and

( b ) where he holds or has during that time held an interest in
shares so comprised, to give such further information as may be
required in accordance with the following subsection.

(2) A notice under this section may require the person to whom it
is addressed—

( a ) to give particulars of his own past or present interest in
shares comprised in relevant share capital of the company (held by
him at any time during the 3 year period mentioned in subsection
(1)),

( b ) where the interest is a present interest and any other
interest in shares subsists or, in any case, where another interest
in the shares subsisted during that 3 year period at any time when
his own interest subsisted, to give (so far as lies within his
knowledge) such particulars with respect to that other interest as
may be required by the notice,

( c ) where his interest is a past interest, to give (so far as
lies within his knowledge) particulars of the identity of the person
who held that interest immediately upon his ceasing to hold it.

(3) The particulars referred to in subsection (2) (a) and (2) (
b)
include particulars of the identity of persons interested in the
shares in question and of whether persons interested in the same
shares are or were parties to any agreement to which section 73
applies or to any agreement or arrangement relating to the exercise
of any rights conferred by the holding of the shares.

(4) A notice under this section shall require any information given
in response to the notice to be given in writing within such
reasonable time as may be specified in the notice.

(5) Sections 72 to 74 and 77 apply for the purpose of construing
references in this section to persons interested in shares and to
interests in shares respectively, as they apply in relation to
sections 67 to 7070 (but with the omission of any reference to
section 78).

(6) This section applies in relation to a person who has or

previously had, or is or was entitled to acquire, a right to
subscribe for shares in a public limited company which would on
issue be comprised in relevant share capital of that company as it
applies in relation to a person who is or was interested in shares
so comprised; and references in this section to an interest in
shares so comprised and to shares so comprised are to be read
accordingly in any such case as including respectively any such
right and shares which would on issue be so comprised.

COMPANIES ACT 1990 – SECT 82
Registration of interest disclosed under section 81.

82.—(1) Whenever in pursuance of a requirement imposed on a person
a company receives information to which this under section 81
applies relating to shares comprised in its relevant share capital,
it is under obligation to enter against the name of the registered
holder of those shares, in a separate part of its register of
interests in shares—

( a ) the fact that the requirement was imposed and the date on
which it was imposed, and

( b ) any information to which this section applies received in
pursuance of the requirement.

(2) This section applies to any information received in pursuance of
a requirement imposed by section 81 which relates to the present
interests held by any persons in shares comprised in relevant share
capital of the company in question.

(3) Subsections (3) to (10) of section 80 apply in relation to any

part of the register maintained in accordance with subsection (1) of
this section, reading references to subsection (1) of that section
to include subsection (1) of this section.

COMPANIES ACT 1990 – SECT 83
Company investigations on requisition by members.

83.—(1) A company may be required to exercise its powers under
investigations on requisition by section 81 on the requisition of
members of the company holding at the date of the deposit of the
requisition not less than one-tenth of such of the paid-up capital
of the company as carries at that date the right of voting at
general meetings of the company.

(2) The requisition must—

( a ) state that the requisitionists are requiring the company to
exercise its powers under section 81,

( b ) specify the manner in which they require those powers to be
exercised, and

( c ) give reasonable grounds for requiring the company to exercise
those powers in the manner specified,

and must be signed by the requisitionists and deposited at the

company’s registered office.

(3) The requisition may consist of several documents in like form
each signed by one or more requisitionists.

(4) On the deposit of a requisition complying with this section the
company shall exercise its powers under section 81 in the manner
specified in the requisition.

(5) If default is made in complying with subsection (4), the court
may, on the application of the requisitionists, or any of them, and
on being satisfied that it is reasonable to do so, require the
company to exercise its powers under section 81 in a manner
specified in the order.

COMPANIES ACT 1990 – SECT 84
Company report to members.

84.—(1) On the conclusion of an investigation carried out by a
company in pursuance of a requisition under section 83 it is the
company’s duty to cause a report of the information received in
pursuance of that investigation to be prepared, and the report shall
be made available at the company’s registered office within a
reasonable period after the conclusion of that investigation.

(2) Where—

( a ) a company undertakes an investigation in pursuance of a
requisition under section 83, and

( b ) the investigation is not concluded before the end of 3
months beginning with the date immediately following the date of the
deposit of the requisition,

the company shall cause to be prepared, in respect of that period
and each successive period of 3 months ending before the conclusion
of the investigation, an interim report of the information received
during that period in pursuance of the investigation. Each such
report shall be made available at the company’s registered office
within a reasonable period after the end of the period to which it
relates.

(3) The period for making any report prepared under this section
available as required by subsection (1) or (2) shall not exceed 15
days.

(4) The company shall, within 3 days of making any report prepared
under this section available at its registered office, notify the
requisitionists that the report is so available.

(5) An investigation carried out by a company in pursuance of a
requisition under section 83 shall be regarded for the purposes of
this section as concluded when the company has made all such
inquiries as are necessary or expedient for the purposes of the
requisition and in the case of each such inquiry, either a response
has been received by the company or the time allowed for a
response has elapsed.

(6) A report prepared under this section—

( a ) shall be kept at the company’s registered office from the
day on which it is first available there in accordance with
subsection (1) or (2) until the expiration of 6 years beginning
with the day next following that day, and

( b ) shall be available for inspection in accordance with section
88 so long as it is so kept.

(7) If default is made in complying with subsection (1), (2), (3)
,
(4) or (6) (a), the company and every officer of the company who
is in default shall be guilty of an offence and be liable to a
fine.

COMPANIES ACT 1990 – SECT 85
Penalty for failure to provide information.

85.—(1) Where notice is served by a company under section 81 on a
person who is or was interested in shares of the company and that
person fails to give the company any information required by the in
notice within the time specified in it, the company may apply to
the court for an order directing that the shares in question be
subject to restrictions under section 16.

(2) Such an order may be made by the court notwithstanding any
power contained in the applicant company’s memorandum or articles
enabling the company itself to impose similar restrictions on the
shares in question.

(3) Subject to the following subsections, a person who fails to
comply with a notice under section 81 shall be guilty of an
offence.

(4) A person shall not be guilty of an offence by virtue of
failing to comply with a notice under section 81 if he proves that
the requirement to give the information was frivolous or vexatious.

(5) Where an order is made under this section directing that shares
shall be subject to restrictions under section 16, the company or
any person aggrieved by the order may apply to the court for an
order directing that the shares shall cease to be subject thereto.

(6) Subsections (6) to (16) of section 16 shall apply in relation
to any shares subject to the restrictions imposed by that section
by virtue of an order under this section but with the omission in
subsections (6) to (15) of any reference to the Minister.

COMPANIES ACT 1990 – SECT 86
Removal of entries from register.

86.—(1) A company may remove an entry against a person’s name from
register. from its register of interests in shares if more than 6
years have elapsed since the date of the entry being made, and
either—

( a ) that entry recorded the fact that the person in question
had ceased to have an interest notifiable under this Chapter in
relevant share capital of the company, or

( b ) it has been superseded by a later entry made under section
80 against the same person’s name;

and in a case within paragraph (a) the company may also remove
that person’s name from the register.

(2) If a person in pursuance of an obligation imposed on him by
any provision of this Chapter gives to a company the name and
address of another person as being interested in shares in the
company, the company shall, within 15 days of the date on which it
was given that information, notify the other person that he has
been so named and shall include in that notification—

( a ) particulars of any entry relating to him made, in
consequence of its being given that information, by the company in
its register of interests in shares, and

( b ) a statement informing him of his right to apply to have
the entry removed in accordance with the following provisions of
this section.

(3) A person who has been notified by a company in pursuance of
subsection (2) that an entry relating to him has been made in the
company’s register of interests in shares may apply in writing to
the company for the removal of that entry from the register; and
the company shall remove the entry if satisfied that the information
in pursuance of which the entry was made was incorrect.

(4) If a person who is identified in a company’s register of
interests in shares as being a party to an agreement to which
section 73 applies (whether by an entry against his own name or by
an entry relating to him made against another person’s name as
mentioned in subsection (2) (a)) ceases to be a party to that
agreement, he may apply in writing to the company for the inclusion
of that information in the register; and if the company is
satisfied that he has ceased to be a party to the agreement, it
shall record that information (if not already recorded) in every
place where his name appears as a party to that agreement in the
register.

(5) If an application under subsection (3) or (4) is refused (in
a
case within subsection (4), otherwise than on the ground that the
information has already been recorded) the applicant may apply to
the court for an order directing the company to remove the entry
in question from the register or (as the case may be) to include
the information in question in the register; and the court may, if
it thinks fit, make such an order.

(6) Where a name is removed from a company’s register of interests
in shares in pursuance of subsection (1) or (3) or an order under
subsection (5), the company shall within 14 days of the date of
that removal make any necessary alteration in any associated index.

(7) If default is made in complying with subsection (2) or (6),
the company and every officer of it who is in default shall be
guilty of an offence and liable to a fine.

COMPANIES ACT 1990 – SECT 87
Entries, when not to be removed.

87.—(1) Entries in a company’s register of interests in shares unde
r
this Chapter shall not be deleted except in accordance with section
86.

(2) If an entry is deleted from a company’s register of interests
in shares in contravention of subsection (1), the company shall
restore that entry to the register as soon as is reasonably
practicable.

(3) If default is made in complying with subsection (1) or (2),
the company and every officer of it who is in default shall be
guilty of an offence and liable to a fine.

COMPANIES ACT 1990 – SECT 88
Inspection of register and reports.

88.—(1) Any register of interests in shares and any report which is

required by section 84 (6) to be available for inspection in
accordance register with this section shall, during business hours
(subject to such reason able restrictions as the company may in
general meeting impose, but so that not less than 2 hours in each
day are allowed for inspection) be open to the inspection of any
member of the company or of any other person without charge.

(2) The register referred to in subsection (1) shall also be and
remain open and accessible to any person attending the company’s
annual general meeting at least one quarter hour before the
appointed time for the commencement of the meeting and during the
continuance of the meeting.

(3) Any such member or other person may require a copy of any
such register or report, or any part of it, on payment of 15
pence or such less sum as the company may prescribe, for every 100
words or fractional part of 100 words required to be copied; and
the company shall cause any copy so required by a person to be
sent to him before the expiration of the period of 10 days
beginning with the day next following that on which the requirement
is received by the company.

(4) If an inspection required under this section is refused or a
copy so required is not sent within the proper period, the company
and every officer of it who is in default shall be guilty of an
offence and liable to a fine.

(5) In the case of a refusal of an inspection required under this
section of any register or report, the court may by order compel
an immediate inspection of it; and in the case of failure to send
a copy required under this section, the court may by order direct
that the copy required shall be sent to the person requiring it.

COMPANIES ACT 1990 – SECT 89
The 1988 Directive.

89.—Sections 90 to 96 are for the purpose of giving effect to
Council Directive 88/627/EEC of 12th December, 1988*OJ No. L348,
17.12.1988, p.62.* (the 1988 Directive”) on the information to be
published when a major holding in a listed company is acquired or
disposed of.

COMPANIES ACT 1990 – SECT 90
Provisions as to interpretation.

90.—(1) In sections 91 to 9696—

“the Exchange” means the Committee of the Irish Unit of the Inter
national Stock Exchange of the United Kingdom and the Republic of
Ireland Limited;

“functions” includes powers and duties and references to the exercise
of functions include, as respects powers and duties, references to
the exercise of powers and the carrying out of duties.

(2) For the purposes of sections 91 to 9696, each of the following
shall be a “relevant authority” in relation to the Exchange—

(i) its committee of management,

(ii) its manager, however described.

COMPANIES ACT 1990 – SECT 91
Obligation to notify certain interests to the Exchange.

91.—(1) This section applies to interests in shares which—

( a ) are comprised in relevant share capital of a public limited
company, and

( b ) are officially listed on the Exchange.

(2) Where a person becomes aware that he has acquired or ceased to
have an interest in shares to which this section applies and,
following that acquisition or disposal, the percentage level (within
the meaning of section 69) of his interest in that share capital
exceeds or falls below the percentage levels referred to in
subsection (3), he shall, in addition to the obligation of
disclosure to which he is subject under section 67, be under an
obligation to notify the Exchange of his interest in the shares
following the acquisition or cessation, as the case may be.

(3) The percentage levels referred to in subsection (2) are 10 per
cent, 25 per cent, 50 per cent and 75 per cent.

(4) The provisions of this Chapter shall apply as regards the
interests which are to be notified to the Exchange, and the manner
in which they are to be so notified, as they apply to the
interests to be notified to a company under this Chapter.

(5) Where the Exchange receives a declaration under this section it
shall, subject to subsection (6), publish, in such manner as it
shall determine, and within three days of its receipt, the
information contained in that declaration.

(6) The Exchange may decide not to publish the information contained
in the declaration if, but only if, it is satisfied—

( a ) that the disclosure of such information would be contrary to
the public interest, or

( b ) that such disclosure would be seriously detrimental to the
company or companies concerned:

Provided that—

(i) the Exchange shall not decide not to publish the information
under paragraph (b) unless it is satisfied that a decision to do
so would be unlikely to mislead the public with regard to the
facts and circumstances knowledge of which is necessary for the
assessment of the interests in question, and

(ii) notwithstanding any decision taken under this subsection, the
Exchange may publish the information later than three days after its
receipt where it is satisfied that the considerations in paragraph
(a) or (b) no longer apply.

COMPANIES ACT 1990 – SECT 92
Duty of relevant authority to report to Director of Public
Prosecution.

92.—(1) If it appears to a relevant authority of the Exchange that
any person has contravened section 91, such authority shall forthwith
of report the matter to the Director of Public Prosecutions and
shall Public furnish to the Director of Public Prosecutions such
information and give to him such access to and facilities for
inspecting and taking copies of any documents, being information or
documents in the possession or under the control of such authority
and relating to the matter in question, as the Director of Public
Prosecutions may require.

(2) Where it appears to a member of the Exchange that any person
has contravened section 91, he shall report the matter forthwith to
a relevant authority of the Exchange, who shall thereupon come under
the duty referred to in subsection (1).

(3) If it appears to a court in any proceedings that any person
has committed a contravention as aforesaid, and that no report
relating to the matter has been made to the Director of Public
Prosecutions under subsection (1), that court may, on the application
of any person interested in the proceedings concerned or of its own
motion, direct a relevant authority of the Exchange to make such a
report, and on a report being made accordingly, this section shall
have effect as though the report had been made in pursuance of
subsection (1).

(4) If, where any matter is reported or referred to the Director

of Public Prosecutions under this section, he considers that the
case is one in which a prosecution ought to be instituted and
institutes proceedings accordingly, it shall be the duty of a
relevant authority of the Exchange, and of every officer of the
company whose securities are concerned, and of any other person who
appears to the Director of Public Prosecutions to have relevant
information (other than any defendant in the proceedings) to give
all assistance in connection with the prosecution which he or they
are reasonably able to give.

(5) A relevant authority shall have the same powers and duties for
the purposes of this section as it has under section 117.

(6) Where the Minister considers it necessary or expedient to do so
for the proper and effective administration of this section, he may
make such regulations as he thinks appropriate in relation to—

( a ) the powers of authorised persons, or

( b ) the matters in respect of which, or the persons from whom,
authorised persons may require information under section 117, as
applied by subsection (5).

COMPANIES ACT 1990 – SECT 93
Application and amendment of the 1984 Regulation.

93.—(1) The annual report required by Regulation 11 of the European

Communities (Stock Exchange) Regulations, 1984 (S.I. No. 282 of 1984)

(“the 1984 Regulations”) shall include—

( a ) the number of written complaints received suggesting possible
contraventions of section 91,

( b ) the number of reports made under section 92,

( c ) the number of instances in which, following the exercise of
powers by authorised persons under section 117, as applied by
section 92, reports were not so made, and

( d ) such other information as may be prescribed.

(2) The First Schedule to the 1984 Regulations is hereby amended by
the substitution, for paragraph 5 (c) of Schedule C of the Annex
to Council Directive 79/279/EEC of 5 March 1979*OJ No. L66,
16.3.1979, p.21.* set out in that Schedule, of the following:

“( c ) The company must inform the public of any changes in the
structure (shareholders and breakdown of holdings) of the major
holdings in its capital as compared with information previously
published on that subject as soon as such changes come to its
notice.

In particular, a company which is not subject to Council Directive
88/627/EEC on the information to be published when a major holding
in a listed company is acquired or disposed of must inform the
public within nine calendar days whenever it comes to its notice
that a person or entity has acquired or disposed of a number of

shares such that his or its holding exceeds or falls below one of
the thresholds laid down in Article 4 of that Directive.”.

COMPANIES ACT 1990 – SECT 94
Obligation of professional secrecy.

94.—(1) Information obtained by any of the following persons by
virtue of the exercise by the Exchange of its functions under this
Part shall not be disclosed except in accordance with law, namely—

( a ) a relevant authority of the Exchange,

( b ) an authorised person, or

( c ) any person employed or formerly employed by the Exchange.

(2) Subsection (1) shall not prevent a relevant authority of the
Exchange from disclosing any information to the Minister under this
Part or to a similar authority in another Member State of the
European Communities pursuant to section 96.

(3) Any person who contravenes subsection (1) shall be guilty of an
offence.

COMPANIES ACT 1990 – SECT 95
Immunity from suit.

95.—A relevant authority of the Exchange shall not be liable in
damages in respect of anything done or omitted to be done by the
authority in connection with the exercise by it of its functions
under sections 91 to 96 unless the act or omission complained of
was done or omitted to be done in bad faith.

COMPANIES ACT 1990 – SECT 96
Co-operation between authorities Member States.

96.—A relevant authority of the Exchange in exercising its functions
under sections 91 to 94 shall comply with Article 12 (co-operation
in between competent authorities in Member States) of the 1988
Directive.

CHAPTER 3

Disclosure Orders: Companies other than Public Limited Companies

COMPANIES ACT 1990 – SECT 97
Application of Chapter 3.

97.—(1) The provisions of this Chapter shall apply to all bodies
corporate incorporated in the State other than—

( a ) a public limited company;

( b ) a society registered under the Industrial and Provident
Societies Acts, 1893 to 1978;

( c ) a society registered under the Building Societies Act, 1989;

and

( d ) any body corporate which is prohibited by statute or
otherwise from making any distribution of its income or property
among its members while it is a going concern or when it is in
liquidation.

(2) Any reference in this Chapter to a company shall be deemed to
be a reference to any body corporate to which, by virtue of
subsection (1), this Chapter applies.

(3) Any reference in this Chapter to share capital or relevant
share capital shall, in relation to a company, be deemed to be a
reference to the issued share capital of a class carrying rights to
vote in all circumstances at general meetings of the company, and
references to shares shall be construed accordingly.

COMPANIES ACT 1990 – SECT 98
Disclosure order.

98.—(1) For the purposes of this Chapter, “disclosure order” means
an order of the court which obliges—

( a ) any person whom the court believes to have or to be able
to obtain any information as to—

(i) persons interested at present, or at any time during a period
specified in the order, in the shares or debentures of a company,

(ii) the names and addresses of any of those persons,

(iii) the name and address of any person who acts or has acted on
behalf of any of those persons in relation to the shares or
debentures,

to give such information to the court; or

( b ) any person whom the court believes to be, or at any time
during a period specified in the order to have been, interested in
shares or debentures of a company to confirm that fact or (as the
case may be) to indicate whether or not it is the case and, where
he holds or has during that period held any interest in such
shares or debentures, to give such further information as the court
may require; or

( c ) any person interested in shares or debentures of a company
specified in the order to disclose to the court the information
required under subparagraphs (i) and (ii) and (iii) of paragraph (
a)
and such further information as the court may require.

(2) Any person who has a financial interest in a company may apply
to the court for a disclosure order in respect of all or any of
the shares of or debentures in the company.

(3) An application under subsection (2) shall be supported by such
evidence as the court may require.

(4) The court may, before hearing an application under subsection
(2), require the applicant to give security for payment of the
costs of hearing the application or any consequential proceedings.

(5) The court may make a disclosure order only if—

( a ) it deems it just and equitable to do so; and

( b ) it is of the opinion that the financial interest of the
applicant is or will be prejudiced by the non-disclosure of any
interest in the shares or debentures of the company.

(6) For the purposes of subsection (2) “financial interest” includes

any interest as member, contributory, creditor, employee,
co-adventurer, examiner, lessor, lessee, licensor, licensee, liquidator
or receiver either in relation to the company in respect of whose
shares or debentures a disclosure order is sought or a related
company.

(7) Where a person authorises any other person (“the agent”) to
acquire or dispose of, on his behalf, interests in shares comprised
in relevant share capital of a company or in debentures of the
company in respect of which a disclosure order is made, he shall,
for the duration of that order, ensure that the agent notifies him
immediately of acquisitions or disposals of interests in shares or
debentures so comprised effected by the agent which will or may
give rise to any obligation on his part to provide information in
accordance with the terms of the order with respect to his interest
in that share capital or those debentures.

COMPANIES ACT 1990 – SECT 99
Procedure on order.

99.—(1) A person intending to apply for the making of a disclosure
application for disclosure order shall give not less than 10 days’
notice of his intention to the company in respect of whose shares
or debentures the order is sought and to the person to whom the
order is intended to be directed.

(2) The applicant shall also serve on any person specified by the
court such notice of the application as the court may direct.

(3) On the hearing of the application every person notified under
subsection (1) or (2) may appear and adduce evidence.

COMPANIES ACT 1990 – SECT 100
Scope of disclosure order.

100.—(1) A disclosure order may require the person to whom it is
addressed—

( a ) to give particulars of his own past or present interest in
shares comprised in relevant share capital of the company or in
debentures of the company held by him at any time during the
period mentioned in the order;

( b ) where the interest is a present interest and any other

interest in the shares or debentures subsists or, in any case,
where another interest in the shares or debentures subsisted during
that period at any time when his own interest subsisted, to give
so far as lies within his knowledge such particulars with respect
to that other interest as may be required by the order;

( c ) where his interest is a past interest, to give so far as
lies within his knowledge particulars of the identity of the person
who held that interest immediately upon his ceasing to hold it.

(2) A disclosure order shall specify the information to be supplied
to the court under the order in respect of any person, shares or
debentures to which it refers and any such information shall be
given in writing.

(3) Sections 68 to 79 shall apply as appropriate for the purposes
of construing references in this Chapter to persons interested in
shares and debentures and to interests in shares and debentures
respectively as they apply in relation to section 67 (disregarding
section 78) and any reference in those sections to a “percentage
level” shall be disregarded.

(4) For the purposes of this section any reference in sections 67
to 79 to “shares” shall, where appropriate and unless the contrary
is stated, be deemed to include a reference to debentures.

(5) This section shall apply in relation to a person who has or
previously had or is or was entitled to acquire a right to
subscribe for shares in or debentures of a company which would on
issue be comprised in relevant share capital of that company as it
applies in relation to a person who is or was interested in shares
so comprised or in debentures of the company; and references in the
preceding provisions of this section to an interest in shares so
comprised or an interest in debentures and to shares so comprised
or debentures shall be read accordingly in any such case as
including references respectively to any such right and to shares
which would on issue be so comprised.

COMPANIES ACT 1990 – SECT 101
Powers of court.

101.—(1) The court may, on cause shown, rescind or vary a
disclosure order.

(2) A disclosure order may specify a person, group or class of
persons to which the order applies.

(3) The court may, if it considers—

( a ) that it would be just and equitable to do so, and

( b ) that the financial interest of the applicant would not be
prejudiced thereby,

exempt in whole or in part from the requirements of a disclosure
order—

(i) any person or class of persons,

(ii) any interest or class of interest in shares or debentures,

(iii) any share, group or class of shares,

(iv) any debenture, group or class of debentures.

(4) When the court makes a disclosure order it may impose, for a
specific period of time, such conditions or restrictions on the
rights or obligations attaching to the shares or debentures in
respect of which the order is made as it deems fit.

(5) Any person whose interests are affected by any conditions or
restrictions imposed on shares or debentures under subsection (4) may
apply to the court for relief from all or any of those conditions
and the court may, if it considers it just and equitable to do
so, grant such relief in whole or in part and on such terms and
conditions as it sees fit.

COMPANIES ACT 1990 – SECT 102
Notice of disclosure order.

102.—(1) The applicant shall cause notice in the prescribed form of

the making of a disclosure order together with a copy of the order
to be sent by registered post within 7 days of the making of the
order to—

( a ) the company (at its registered office) in respect of whose
shares or debentures the order has been made,

( b ) the registrar of companies,

( c ) the registered holder of any shares or debentures in respect
of which the disclosure order has been made where it appears to
the court that—

(i) such holder is not at the date of the making of the order
resident in the State, and

(ii) such holder should be notified,

( d ) such other person as the court sees fit.

(2) The applicant shall cause notice of the making of a disclosure
order to be published, within 7 days of the making of the order,
in at least 2 daily newspapers which circulate in the district in
which the registered office of the company, in respect of whose
shares or debentures the order has been made, is situate.

(3) For the purposes of subsection (1) (a)—

( a ) the address of the registered office of the company at the
date of the making of the disclosure order shall be deemed to be
the address of that office which was last delivered to the
registrar of companies or otherwise published, as such case may be
(in accordance with and in the manner required by the law relating

to the company) prior to the date of making the order; and

( b ) if no address of the registered office has ever been duly
delivered to the registrar of companies or if the location of the
last delivered address has been destroyed, the requirements of
subsection (1) (a) shall be deemed to have been complied with by
sending the required notice of the order together with a copy
thereof to the registrar of companies.

(4) For the purposes of subsection (1) (c)—

( a ) the address of a non-resident registered holder of shares or
debentures shall be deemed to be the address of that holder which
was last delivered to the registrar of companies or otherwise
published, as the case may be (in accordance with and in the
manner required by the law relating to the company) prior to the
date of making of the order; and

( b ) if no address of the non-resident registered holder has ever
been duly delivered to the registrar of companies the requirements
of subsection (1) (c) shall be deemed to have been complied with
by sending the required notice of the is order together with a
copy thereof to the registrar of companies.

(5) Any reference in this section to the registered office of a
company shall, in the case of a company not registered under the
Companies Acts, be construed as a reference to the principal office
of the company.

COMPANIES ACT 1990 – SECT 103
Information disclosed under order.

103.—(1) An obligation to provide any information imposed on any
person by a disclosure order shall be treated as not being
fulfilled unless the notice by means of which it purports to be
fulfilled identifies him and gives his current address.

(2) Where information is given to the court in compliance with the
terms of a disclosure order, a prescribed officer of the court
shall, unless the court otherwise directs, cause such information to
be furnished (in whole or in part as the court may direct) to the
applicant and to the company in respect of whose shares or
debentures the order was made.

(3) In reaching its decision under subsection (2), the court shall
have regard to whether the requirements of section 102 have been
complied with.

(4) Where any information is furnished to the applicant or the
company in pursuance of subsection (2), the court may impose such
restrictions as it sees fit as to the publication of the
information by the person to whom it has been furnished.

COMPANIES ACT 1990 – SECT 104
Civil consequences of contravention of disclosure order.

104.—(1) Where a person—

( a ) fails to fulfil, within the proper period, an obligation to
disclosure order provide information required by a disclosure order,
or

( b ) in purported fulfilment of any such obligation makes to the
court a statement which he knows to be false or recklessly makes
to the court a statement which is false,

no right or interest of any kind whatsoever in respect of any
shares in or debentures of the company concerned held by him shall
be enforceable by him whether directly or indirectly, by action or
legal proceeding.

(2) Where any right or interest is restricted under subsection (1),
any person in default under that subsection or any other person
affected by such restriction may apply to the court for relief
against a disability imposed by or arising out of subsection (1)
and the court on being satisfied that the default was accidental,
or due to inadvertence, or some other sufficient cause, or that on
other grounds it is just and equitable to grant relief, may grant
such relief either generally, or as respects any particular right or
interest on such terms and conditions as it sees fit.

(3) Where an applicant for relief under subsection (2) is a person
referred to in subsection (1), the court may not grant such relief
if it appears that the default has arisen as a result of any
deliberate act or omission on the part of the applicant.

(4) The acquisition by any person of an interest in shares or
debentures of a company registered in the State shall be deemed to
be a consent by that person to the disclosure by him, his agents
or intermediaries of any information required to be disclosed in
relation to shares or debentures by the Companies Acts.

CHAPTER 4

General provisions about share registers etc.

COMPANIES ACT 1990 – SECT 105
Power to alter maximum inspection etc. charges.

105.—(1) The Minister may, by order, alter any of the charges
referred to in—

( a ) section 60 (5) of this Act or section 92 (1), 119 (1) or
195 (10) (inserted by section 51 of this Act) of The Principal
Act, or

( b ) section 60 (8) or 88 (3) of this Act, or section 92 (2),
92 (3), 119 (2) or 146 (2) of The Principal Act.

(2) The Minister may also, by order, alter the basis of any of
the charges referred to in the provisions specified in subsection
(1) (b) from the basis referred to in those provisions to some
other basis.

(3) In making any order under this section, the Minister shall take
into account the general costs incurred by a company in facilitating
the inspection, or providing copies, of the registers or other
documents referred to in subsection (1).

(4) Every order made under this section shall be laid before each
House of the Oireachtas as soon as may be after it is made and
if a resolution annulling the order is passed by either House
within the next 21 days on which that House has sat after the
order is laid before it, the order shall be annulled accordingly
but without prejudice to the validity of anything previously done
thereunder.

COMPANIES ACT 1990 – SECT 106
Transitional provisions.

106.—(1) Where on the commencement of this section a person
provisions. has an interest which, if it was acquired after such
commencement, would be subject to a notification requirement under
Chapter 1 or 2 he shall be under an obligation to make to the
company the notification with respect to his-interest required by the
Chapter concerned.

(2) For the purposes of subsection (1), sections 56 and 71 (1)
shall apply as if, for the period of 5 days mentioned in each of
those provisions, there were substituted a period of 14 days.

(3) Section 73 shall apply in relation to an agreement not
withstanding that it was made before the commencement of this
section or that any such acquisition of shares as is mentioned in
subsection (1) (b) of that section took place before such
commencement.

COMPANIES ACT 1990 – PART V
– INSIDER DEALING

COMPANIES ACT 1990 – SECT 107
Interpretation.

107.—In this Part, except where the context otherwise requires

“dealing”, in relation to securities, means (whether as principal or
agent) acquiring, disposing of, subscribing for or underwriting the
securities, or making or offering to make, or inducing or attempting
to induce a person to make or to offer to make, an agreement—

( a ) for or relating to acquiring, disposing of, subscribing for
or underwriting the securities; or

( b ) the purpose or purported purpose of which is to secure a
profit or gain to a person who acquires, disposes of, subscribes
for or underwrites the securities or to any of the parties to the
agreement in relation to the securities;

“director” includes a shadow director within the meaning of section
27;

“officer”, in relation to a company, includes—

( a ) a director, secretary or employee;

( b ) a liquidator;

( c ) any person administering a compromise or arrangement made
between the company and its creditors;

( d ) an examiner;

( e ) an auditor; and

( f ) a receiver;

“public office” means an office or employment which is remunerated
out of the Central Fund or out of moneys provided by the
Oireachtas or money raised by local taxation or charges, or an
appointment to or employment under any commission, committee,
tribunal, board or body established by the Government or any
Minister of the Government or by or under any statutory authority;

“recognised stock exchange” includes, in particular, any exchange
prescribed by the Minister which provides facilities for the buying
and selling of rights or obligations to acquire stock;

“related company”, in relation to a company, means any body
corporate which is the company’s subsidiary or holding company, or a
subsidiary of the company’s holding company;

“relevant authority”, in relation to a recognised stock exchange,
means—

(i) its board of directors, committee of management or other
management body, or

(ii) its manager, however described;

“securities” means—

( a ) shares, debentures or other debt securities issued or
proposed to be issued, whether in the State or otherwise, and for
which dealing facilities are, or are to be, provided by a
recognised stock exchange;

( b ) any right, option or obligation in respect of any such
shares, debentures or other debt securities referred to in paragraph
( a );

( c ) any right, option or obligation in respect of any index
relating to any such shares, debentures or other debt securities
referred to in paragraph ( a ); or

( d ) such interests as may be prescribed;

“underwrite” includes sub-underwrite.

COMPANIES ACT 1990 – SECT 108
Unlawful dealings in securities by insiders.

108.—(1) It shall not be lawful for a person who is, or at any
time in the preceding 6 months has been, connected with a company
to deal in any securities of that company if by reason of his so
being, or having been, connected with that company he is in
possession of information that is not generally available, but, if
it were, would be likely materially to affect the price of those
securities.

(2) It shall not be lawful for a person who is, or at any time
in the preceding 6 months has been, connected with a company to
deal in any securities of any other company if by reason of his
so being, or having been, connected with the first-mentioned company
he is in possession of information that—

( a ) is not generally available but, if it were, would be likely
materially to affect the price of those securities, and

( b ) relates to any transaction (actual or contemplated) involving
both those companies or involving one of them and securities of the
other, or to the fact that any such transaction is no longer
contemplated.

(3) Where a person is in possession of any such information as is
mentioned in subsection (1) or (2) that if generally available would

be likely materially to affect the price of securities but is not
precluded by either of those subsections from dealing in those
securities, it shall not be lawful for him to deal in those
securities if he has received the information, directly or
indirectly, from another person and is aware, or ought reasonably to
be aware, of facts or circumstances by virtue of which that other
person is then himself precluded by subsection (1) or (2) from
dealing in those securities.

(4) It shall not be lawful for a person at any time when he is
precluded by subsection (1), (2) or (3) from dealing in any
securities, to cause or procure any other person to deal in those
securities.

(5) It shall not be lawful for a person, at any time when he is
precluded by subsection (1), (2) or (3) from dealing in any
securities by reason of his being in possession of any information,
to communicate that information to any other person if he knows, or
ought reasonably to know, that the other person will make use of
the information for the purpose of dealing, or causing or procuring
another person to deal, in those securities.

(6) Without prejudice to subsection (3), but subject to subsections
(7) and (8), it shall not be lawful for a company to deal in any
securities at a time when any officer of that company is precluded
by subsection (1),(2) or (3) from dealing in those securities.

(7) Subsection (6) does not preclude a company from entering into a
transaction at any time by reason only of information in the
possession of an officer of that company if—

( a ) the decision to enter into the transaction was taken on its
behalf by a person other than the officer;

( b ) it had in operation at that time written arrangements to
ensure that the information was not communicated to that person and
that no advice relating to the transaction was given to him by a
person in possession of the information; and

( c ) the information was not so communicated and such advice was
not so given.

(8) Subsection (6) does not preclude a company from dealing in
securities of another company at any time by reason only of
information in the possession of an officer of the first-mentioned
company, being information that was received by the officer in the
course of the performance of his duties as an officer of the
first-mentioned company and that consists only of the fact that the
first-mentioned company proposes to deal in securities of that other
company.

(9) This section does not preclude a person from dealing in
securities, or rights or interests in securities, of a company if—

( a ) he enters into the transaction concerned as agent for
another person pursuant to a specified instruction of that other
person to effect that transaction; and

( b ) he has not given any advice to the other person in
relation to dealing in securities, or rights or interests in
securities, of that company that are included in the same class as
the first-mentioned securities.

(10) This section does not preclude a person from dealing in
securities if, while not otherwise taking advantage of his possession
of information referred to in subsection (1)—

(a) he gives at least 21 days’ notice to a relevant authority of
the relevant stock exchange of his intention to deal, within the
period referred to in paragraph ( b ), in the securities of the
company concerned, and

( b ) the dealing takes place within a period beginning 7 days
after the publication of the company’s interim or final results, as
the case may be and ending 14 days after such publication, and

( c ) the notice referred to in paragraph (a) is published by the
exchange concerned immediately on its receipt.

(11) For the purposes of this section, a person is connected with
a company if, being a natural person—

( a ) he is an officer of that company or of a related company;

( b ) he is a shareholder in that company or in a related
company;or

( c ) he occupies a position (including a public office) that may
reasonably be expected to give him access to information of a kind
to which subsections (1) and (2) apply by virtue of—

(i) any professional, business or other relationship existing between
himself (or his employer or a company of which he is an officer)
and that company or a related company; or

(ii) his being an officer of a substantial shareholder in that
company or in a related company.

(12) For the purposes of subsection (11) “substantial shareholder”
means a person who holds shares in a company, the number of which
is above the notifiable percentage for the time being in force
under section 70.

(13) The prohibitions in subsections (1), (3), (4) and (5) sha
ll
extend to dealings in securities issued by the State as if the
references in subsections (1), (9) and (11) (other than paragraph
s
(a) and (b) of the last mentioned subsection) to a company were
references to the State.

COMPANIES ACT 1990 – SECT 109
Civil liability for unlawful dealing.

109.—(1) Where a person deals in or causes or procures another
person to deal in securities in a manner declared unlawful by
section 108 or communicates information in any such manner, that
person shall, without prejudice to any other cause of action which
may lie against him, be liable—

( a ) to compensate any other party to the transaction who was
not in possession of the relevant information for any loss sustained
by that party by reason of any difference between the price at
which the securities were dealt in that transaction and the price
at which they would have been likely to have been dealt in such a
transaction at the time when the first-mentioned transaction took
place if that information had been generally available; and

( b ) to account to the company that issued or made available
those securities for any profit accruing to the first-mentioned
person from dealing in those securities.

(2) The amount of compensation for which a person is liable under
subsection (1) or the amount of the profit for which a person is
liable to account under that subsection is—

( a ) subject to paragraph (b), the amount of the loss sustained
by the person claiming the compensation or the amount of the profit
referred to in subsection (1) (b), as the case may be; or

( b ) if the person so liable has been found by a court to be
liable to pay an amount or amounts to any other person or persons
by reason of the same act or transaction, the amount of that loss
or profit less the amount or the sum of the amounts for which
that person has been found to be liable.

(3) For the purposes of subsection (2), the onus of proving that
the liability of a person to pay an amount to another person arose
from the same act or transaction from which another liability arose
lies on the person liable to pay the amount.

(4) An action under this section for recovery of a loss or profit
shall not be commenced after the expiration of 2 years after the
date of completion of the transaction in which the loss or profit
occurred.

COMPANIES ACT 1990 – SECT 110
Exempt transactions.

110.—(1) Nothing in section 108 shall prevent a person from—

( a ) acquiring securities under a will or on the intestacy of
another person; or

( b ) acquiring securities in a company pursuant to an employee
profit sharing scheme—

(i) approved by the Revenue Commissioners for the purposes of the
Finance Acts, and

(ii) the terms of which were approved by the company in general
meeting, and

(iii) under which all permanent employees of the company are offered
the opportunity to participate on equal terms relative to specified
objective criteria;

( c ) entering in good faith into a transaction to which
subsection (2) applies.

(2) This subsection applies to the following kinds of transactions—

( a ) the obtaining by a director of a share qualification under
section 180 of the Principal Act;

( b ) a transaction entered into by a person in accordance with
his obligations under an underwriting agreement;

( c ) a transaction entered into by a personal representative of a
deceased person, a trustee, or liquidator, receiver or examiner in
the performance of the functions of his office; or

( d ) a transaction by way of, or arising out of, a mortgage of
or charge on securities or a mortgage, charge, pledge or lien on
documents of title to securities.

(3) This Part shall not apply to transactions entered into in
pursuit of monetary, exchange rate, national debt management or
foreign exchange reserve policies by any Minister of the Government
or the Central Bank, or by any person on their behalf.

COMPANIES ACT 1990 – SECT 111
Criminal liability for unlawful dealing.

111.—A person who deals in securities in a manner declared unlawful
by section 108 shall be guilty of an offence.

COMPANIES ACT 1990 – SECT 112
Restriction on dealing.

112.—(1) Subject to subsection (2), a person convicted of an offe
nce
under section 111 or this section shall not deal within the period
of 12 months from the date of the conviction.

(2) Where a person convicted of an offence under subsection (1)
has, before the date of his conviction, initiated a transaction
under which some element of performance remains to be rendered,
subsection (1) shall not prohibit him from completing the transaction
where a relevant authority of a recognised stock exchange has
indicated in writing, to the parties to the transaction, its
satisfaction that—

( a ) the transaction was initiated but not completed before the
date of the conviction, and

( b ) if the transaction were not concluded, the rights of an
innocent third party would be prejudiced, and

( c ) the transaction would not be unlawful under any other
provision of this Part.

(3) A person who contravenes this section shall be guilty of an
offence.

COMPANIES ACT 1990 – SECT 113
Duty of agents in relation to unlawful dealing.

113.—(1) A person shall not deal on behalf of another person if he
has reasonable cause to believe or ought to conclude that the deal
would be unlawful, within the meaning of section 108.

(2) A person who contravenes this section shall be guilty of an
offence.

COMPANIES ACT 1990 – SECT 114
Penalties for offences under this Part.

114.—A person who commits an offence under this Part shall be
liable—

( a ) on summary conviction to imprisonment for a term not
exceeding 12 months or to a fine not exceeding £1,000 or 2 to
both, or

( b ) on conviction on indictment, to imprisonment for a term not
exceeding 10 years or to a fine not exceeding £200,000 or to both.

COMPANIES ACT 1990 – SECT 115
Duty of recognised stock exchange in dealing.

115.—(1) If it appears to a relevant authority of a recognised
stock exchange that any person has committed an offence under this
Part, such authority shall forthwith report the matter to the
Director of Public Prosecutions and shall furnish to the Director of
Public Prosecutions such information and give to him such access to
and facilities for inspecting and taking copies of any documents,
being information or documents in the possession or under the
control of such authority and relating to the matter in question,
as the Director of Public Prosecutions may require.

(2) Where it appears to a member of a recognised stock exchange
that any person has committed an offence under this Part, he shall
report the matter forthwith to a relevant authority of the
recognised stock exchange concerned, who shall thereupon come under
the duty referred to in subsection (1).

(3) If it appears to a court in any proceedings that any person
has committed an offence as aforesaid, and that no report relating
to the matter has been made to the Director of Public Prosecutions
under subsection (1), that court may, on the application of any
person interested in the proceedings concerned or of its own motion,
direct a relevant authority of the recognised stock exchange
concerned to make such a report, and on a report being made
accordingly, this section shall have effect as though the report had
been made in pursuance of subsection (1).

(4) If, where any matter is reported or referred to the Director
of Public Prosecutions under this section, he considers that the
case is one in which a prosecution ought to be instituted and
institutes proceedings accordingly, it shall be the duty of a
relevant authority of the recognised stock exchange concerned, and of
every officer of the company whose securities are concerned, and of
any other person who appears to the Director of Public Prosecutions
to have relevant information (other than any defendant in the
proceedings) to give all assistance in connection with the
prosecution which he or they are reasonably able to give.

(5) If it appears to the Minister, arising from a complaint to a
relevant authority of a recognised stock exchange concerning an
alleged offence under this Part, that there are circumstances
suggesting that—

( a ) the relevant authority ought to use its powers under this
Part but has not done so, or

( b ) that a report ought to be made to the Director of Public
Prosecutions under subsection (1), but that the relevant authority
concerned has not so reported,

he may direct the relevant authority to use such powers or make
such a report, and on a report being made accordingly, this section
shall have effect as though the report had been made in pursuance
of subsection (1).

(6) Where the Minister gives a direction under subsection (5), the
relevant authority concerned shall communicate the results of its
investigations, or a copy of its report under subsection (1), as

the case may be, to the Minister.

(7) A relevant authority of a recognised stock exchange shall not
be liable in damages in respect of anything done or omitted to be
done by the authority in connection with the exercise by it of its
functions under this Part unless the act or omission complained of
was done or omitted to be done in bad faith.

COMPANIES ACT 1990 – SECT 116
Co-operation with other authorities outside the State.

116.—(1) This section applies where a relevant authority of a
recognised stock exchange receives a request for information from a
similar authority in another Member State of the European Communities
in relation to the exercise by the second-named authority of its
functions under any enactment of the European Communities relating to
unlawful dealing within the meaning of this Part, whether in the
State or elsewhere.

(2) The relevant authority concerned shall, in so far as it is
reasonably able to do so, and making use of its powers under this
Part where appropriate, obtain the information requested and shall,
subject to the following provisions of this section, provide such
information accordingly.

(3) Where a relevant authority of a recognised stock exchange
receives a request under subsection (1), it shall advise the
Minister who, on being satisfied as to any of the matters referred
to in subsection (4), may direct the authority to refuse to provide
all or part of the information requested.

(4) The matters referred to in subsection (3) are that—

( a ) communication of the information requested might adversely
affect the sovereignty, security or public policy of the State;

( b ) civil or criminal proceedings in the State have already been
commenced against a person in respect of any acts in relation to
which a request for information has been received under subsection
(1);

( c ) any person has been convicted in the State of a criminal
offence in respect of any such acts.

COMPANIES ACT 1990 – SECT 117
Authorised persons.

117.—(1) In this section and sections 118 and 121, “authorised
person” means a person approved by the Minister to be an authorised
person for the purposes of this Part being—

( a ) the manager, however described, of a recognised stock
exchange, or

( b ) a person nominated by a relevant authority of a recognised
stock exchange.

(2) Where an alleged offence under this Part is investigated by an
authorised person, the relevant authorities of the recognised stock
exchange concerned shall be under a general duty to ensure that
potential conflicts of interest are avoided, as far as possible, on
the part of any such authorised person.

(3) For the purpose of obtaining any information necessary for the
exercise by a relevant authority of such exchange of the function
referred to in section 115, an authorised person may, on production
of his authorisation if so required, require any person whom he or
such relevant authority has reasonable cause to believe to have
dealt in securities, or to have any information about such dealings,
to give the authorised person any information which he may
reasonably require in regard to—

( a ) the securities concerned,

( b ) the company which issued the securities,

( c ) his dealings in such securities, or

( d ) any other information the authorised person reasonably
requires in relation to such securities or such dealings,

and give him such access to and facilities for inspecting and
taking copies of any documents relating to the matter as he
reasonably requires.

(4) Every document purporting to be a warrant or authorisation and
to be signed or authenticated by or on behalf of a relevant
authority shall be received in evidence and shall be deemed to be
such warrant or authorisation without further proof until the
contrary is shown.

(5) An authorised person, or any person on whom he has made a
requirement under this section, may apply to the court for a
declaration under this section.

(6) The court, having heard such evidence as may be adduced and
any representations that may be made by the authorised person and a
person referred to in subsection (5), may at its discretion declare—

( a ) that the exigencies of the common good do not warrant the
exercise by the authorised person of the powers conferred on him by
this section, or

( b ) that the exigencies of the common good do so warrant.

(7) Where the court makes a declaration under subsection (6) (a),
the authorised person shall, as soon as may be, withdraw the
relevant requirement under this section.

(8) Where the court makes a declaration under subsection (6) (b),
the person on whom the requirement was imposed shall, as soon as
may be, furnish the required information to the authorised person.

(9) Where, in contravention of subsection (8), a person refuses, or

fails within a reasonable time, to comply with a requirement of an
authorised person, the authorised person may certify the refusal
under his hand to the court, and the court may, after hearing any
statement which may be offered in defence, punish the offender in
like manner as if he had been guilty of contempt of court.

COMPANIES ACT 1990 – SECT 118
Obligation of professional secrecy.

118.—(1) Information obtained by any of the following persons by
virtue of the exercise by a recognised stock exchange of its
functions under this Part shall not be disclosed except in
accordance with law, namely—

( a ) a relevant authority of the exchange,

( b ) an authorised person, or

( c ) any person employed or formerly employed by the exchange.

(2) Subsection (1) shall not prevent a relevant authority of a
recognised stock exchange from disclosing any information to the
Minister, whether pursuant to a request under section 115 (5) or
otherwise, or to a similar authority in another Member State of the
European Communities.

(3) Any person who contravenes subsection (1) shall be guilty of an
offence.

COMPANIES ACT 1990 – SECT 119
Extension of Council Directive 79/279/EEC.

119.—The provisions of Schedule C.5 (a) of Council Directive
79/279/EEC of 5 March 1979*OJ No. L66, 16.3.1979, p.21.*
co-ordinating the conditions for the admission of securities to
official stock exchange listing, as given effect by the European
Communities (Stock Exchange) Regulations, 1984 (S.I. No. 282 of
1984), shall also apply to securities within the meaning of section
107.

COMPANIES ACT 1990 – SECT 120
Annual report of recognised stock exchange.

120.—(1) An annual report shall be presented to the Minister on
behalf of every recognised stock exchange on the exercise of the
functions of the relevant authorities of the exchange concerned under
this Part and, in particular, the report shall include—

( a ) the number of written complaints received concerning possible
contraventions of this Part,

( b ) the number of reports made to the Director of Public
Prosecutions under this Part,

( c ) the number of instances in which, following the exercise of
powers by authorised persons under this Part, reports were not made
to the Director of Public Prosecutions, and

( d ) such other information as may be prescribed.

(2) A copy of the report referred to in subsection (1) shall,
subject to subsection (3), be laid before each House of the
Oireachtas.

(3) If the Minister, after consultation with a relevant authority of
the recognised stock exchange concerned, is of the opinion that the
disclosure of any information contained in the report referred to in
subsection (1) would materially injure or unfairly prejudice the
legitimate interests of any person, or that otherwise there is good
reason for not divulging any part of such a report, he may lay
the report under subsection (2) with that information or that part
omitted.

COMPANIES ACT 1990 – SECT 121
Power of Minister to make supplementary regulations.

121.—(1) If, in any respect, any difficulty arises in bringing any
provision of this Part into operation or in relation to the
operation of any such provision, the Minister may by regulations do
anything which appears to him to be necessary or expedient for
removing that difficulty, for bringing the provision into operation,
or for securing or facilitating its operation, and any such
regulations may modify any provision of this Part so far as may be
necessary or expedient for carrying such provision into effect for
the purposes aforesaid.

(2) Without prejudice to the generality of subsection (1), where the

Minister considers it necessary or expedient to do so for the
proper and effective administration of sections 115 and 117, he may
make such regulations as he thinks appropriate in relation to—

( a ) the powers of authorised persons, or

( b ) the matters in respect of which, or the persons from whom,
authorised persons may require information under this Part.

(3) Every regulation made by the Minister under this section shall
be laid before each House of the Oireachtas as soon as may be
after it is made and, if a resolution annulling the regulation is
passed by either House within the next 21 days on which that House
has sat after the regulation is laid before it, the regulation
shall be annulled accordingly, but without prejudice to the validity
of anything previously done thereunder.

COMPANIES ACT 1990 – PART VI
– WINDING UP AND RELATED MATTERS

Registration of Charges

COMPANIES ACT 1990 – SECT 122
Amendment of section 99 of the Principle Act.

122.—Section 99 of The Principal Act is hereby amended—

( a ) in subsection (2), by the substitution for paragraph (h) of
the following paragraph—

“( h ) a charge on a ship or aircraft or any share in a ship
or aircraft;”, and

( b ) by the insertion of the following subsections—

“(2A) The Minister may by regulations amend subsection (2) so as to
add any description of charge to, or remove any description of
charge from, the charges requiring registration under this section.

(2B) The power of the Minister under subsection (2A) shall include
a power to amend by regulations the description of any charge
referred to in subsection (2).

(2C) Every regulation made by the Minister under this section shall
be laid before each House of the Oireachtas as soon as may be
after it is made and, if a resolution annulling the regulation is
passed by either House within the next 21 days on which that House
has sat after the regulation is laid before it, the regulation
shall be annulled accordingly, but without prejudice to the validity
of any thing previously done thereunder.”.

Winding Up by the Court

COMPANIES ACT 1990 – SECT 123
Amendment of sections 214 and 345 of Principal Act.

123.—Section 214 (a) (which relates to the circumstances in which
a
company is unable to pay its debts) and Section 345(5) (a) (which
relates to unregistered companies) of The Principal Act are hereby
amended by the substitution in each case for “£50” of “£1,000”.

COMPANIES ACT 1990 – SECT 124
Amendment of section 231 of the Principal Act.

124.—section 231 of the Principal Act is hereby amended by the
insertion after subsection (1) of the following subsection—

“(1A) (a) The liquidator of a company shall not sell by private
contract a non-cash asset of the requisite value to a person who
is, or who, within three years prior to the date of commencement
of the winding-up, has been, an officer of the company unless the
liquidator has given at least 14 days’ notice of his intention to
do so to all creditors of the company who are known to him or
who have been intimated to him.

( b ) In this subsection—

(i) ‘non-cash asset’ and ‘requisite value’ have the meanings assigned
to them by section 29 of the Companies Act, 1990, and

(ii) ‘officer’ includes a person connected, within the meaning of
section 26 of the Companies Act, 1990, with a director, and a
shadow director.”.

COMPANIES ACT 1990 – SECT 125
No lien over company’s books, records etc.

125.—The Principal Act is hereby amended by the insertion after
section 244 of the following section—

“244A.—Where the court has appointed a provisional liquidator or a
company is being wound up by the court or by means of a
creditors’ voluntary winding up, no person shall be entitled as
against the liquidator or provisional liquidator to withhold
possession of any deed, instrument, or other document belonging to
the company, or the books of account, receipts, bills, invoices, or
other papers of a like nature relating to the accounts or trade,
dealings or business of the company, or to claim any lien thereon
provided that—

( a ) where a mortgage, charge or pledge has been created by the
deposit of any such document or paper with a person, the production
of the document or paper to the liquidator or provisional liquidator
by the person shall be without prejudice to the person’s rights
under the mortgage, charge or pledge (other than any right to
possession of the document or paper),

( b ) where by virtue of this section a liquidator or provisional
liquidator has possession of any document or papers of a receiver
or that a receiver is entitled to examine, the liquidator or
provisional liquidator shall, unless the court otherwise orders, make
the document or papers available for inspection by the receiver at
all reasonable times.”.

COMPANIES ACT 1990 – SECT 126
Power of court to summon persons for examination.

126.—The Principal Act is hereby amended by the substitution for
section 245 of the following section—

“245.—(1) The court may, at any time after the appointment of a
provisional liquidator or the making of a winding-up order, summon
before it any officer of the company or person known or suspected
to have in his possession any property of the company or supposed
to be indebted to the company, or any person whom the court deems
capable of giving information relating to the promotion, formation,
trade, dealings, affairs or property of the company.

(2) The court may examine such person on oath concerning the
matters aforesaid, either by word of mouth or on written
interrogatories, and may reduce his answers to writing and require
him to sign them.

(3) The court may require such person to produce any accounting
records, deed, instrument, or other document or paper relating to
the company that are in his custody or power.

(4) The court may, before the examination takes place, require such
person to place before it a statement, in such form as the court
may direct, of any transactions between him and the company of a
type or class which the court may specify.

(5) If, in the opinion of the court, it is just and equitable to
do so, it may direct that the costs of the examination be paid by
the person examined.

(6) A person who is examined under this section shall not be
entitled to refuse to answer any question put to him on the ground
that his answer might incriminate him but none of the answers of
such person shall be admissible in evidence against him in any
other proceedings, civil or criminal, except in the case of any
criminal proceedings for perjury in respect of any such answer.

(7) If a person without reasonable excuse fails at any time to
attend his examination under this section, he shall be guilty of
contempt of court and liable to be punished accordingly.

(8) In a case where a person without reasonable excuse fails at
any time to attend his examination under this section or there are
reasonable grounds for believing that a person has absconded, or is
about to abscond, with a view to avoiding or delaying his
examination under this section, the court may cause that person to
be arrested and his books and documents and moveable personal
property to be seized and him and them to be detained until such
time as the court may order.”.

COMPANIES ACT 1990 – SECT 127
Order for payment or delivery of property against person examined
under section 245 of Principal Act.

127.—The Principal Act is hereby amended by the insertion before
section 246 of the following section—

“245A.—If in the course of an examination under section 245 it
appears to the court that any person being examined.-

( a ) is indebted to the company, or

( b ) has in his possession or control any money, property or
books and papers of the company,

the court may order such person—

(i) to pay to the liquidator the amount of the debt or any part
thereof, or

(ii) to pay, deliver, convey, surrender or transfer to the
liquidator such money, property or books and papers or any part
thereof,

as the case may be, at such time and in such manner and on such
terms as the court may direct.”.

Declaration of Solvency

COMPANIES ACT 1990 – SECT 128
Statutory declaration of solvency in case of proposal to wind up
voluntarily.

128.—The Principal Act is hereby amended by the substitution for
section 256 of the following section—

“256. (1) Where it is proposed to wind up a company voluntarily,
the directors of the company or, in the case of a company having
more than two directors, the majority of the directors may, at a
meeting of the directors, make a statutory declaration to the effect
that they have made a full inquiry into the affairs of the
company, and that having done so, they have formed the opinion that
the company will be able to pay its debts in full within such
period not exceeding 12 months from the commencement of the winding
up as may be specified in the declaration.

(2) A declaration made as aforesaid shall have no effect for the
purposes of this Act unless—

( a ) it is made within the 28 days immediately preceding the
date of the passing of the resolution for winding up the company
and delivered to the registrar of companies not later than the date
of the delivery to the registrar, in accordance with the provisions
of section 143, of a copy of the resolution for winding up the
company;

( b ) it embodies a statement of the company’s assets and
liabilities as at the latest practicable date before the making of
the declaration and in any event at a date not more than three
months before the making of the declaration;

( c ) a report made by an independent person in accordance with
the provisions of this section is attached thereto;

( d ) it embodies a statement by the independent person referred
to in paragraph (c) that he has given and has not withdrawn his
written consent to the issue of the declaration with the report
attached thereto; and

( e ) a copy of the declaration is attached to the notice issued
by the company of the general meeting at which it is intended to
propose a resolution for voluntary winding up under paragraph (a) or
(b) of section 251 (1).

(3) The report referred to in paragraph (c) of subsection (2) shal
l
be made by an independent person, that is to say, a person
qualified at the time of the report to be appointed, or to
continue to be, auditor of the company.

(4) The report shall state whether, in his opinion and to the best
of his information and according to the explanations given to him—

( a ) the opinion of the directors referred to in subsection (1),
and

( b ) the statement of the company’s assets and liabilities
embodied in the said declaration,

are reasonable.

(5) If within 28 days after the resolution for voluntary winding up
has been advertised under subsection (1) of section 252, a creditor
applies to the court for an order under this subsection, and the
court is satisfied that such creditor together with any creditors
supporting him in his application represents one-fifth at least in
number or value of the creditors of the company, and the court is
of opinion that it is unlikely that the company will be able to
pay its debts within the period specified in the declaration, the
court may order that all the provisions of this Act relating to a
creditors’ voluntary winding up shall apply to the winding up.

(6) If the court orders that all the provisions of this Act in
relation to a creditors’ voluntary winding up shall apply to the
winding up, the person who held the office of liquidator immediately
prior to the making of the order or, if no liquidator is acting,
the company shall within 21 days after the making of the order,
deliver an office copy of such order to the registrar of companies.

(7) If default is made in complying with subsection (6), any person
who is in default shall be liable to a fine not exceeding £1,000.

(8) Where a statutory declaration is made under this section and it
is subsequently proved to the satisfaction of the court that the
company is unable to pay its debts, the court on the application
of the liquidator or any creditor or contributory of the company
may, if it thinks it proper to do so, declare that any director
who was a party to the declaration without having reasonable grounds
for the opinion that the company would be able to pay its debts
in full within the period specified in the declaration shall be
personally responsible, without any limitation of liability, for all
or any of the debts or other liabilities of the company as the
court may direct.

(9) Where a company’s debts are not paid or provided for in full
within the period stated in the declaration of solvency, it shall
for the purposes of subsection (8) be presumed, until the contrary
is shown, that the director did not have reasonable grounds for his
opinion.

(10) Where the court makes a declaration under subsection (8), it

may give such further directions as it thinks proper for the
purpose of giving effect to that declaration.
(11) A winding up in the case of which a declaration has been
made and delivered in accordance with this section is in this Act
referred to as ‘a members’ voluntary winding up’ and a voluntary
winding up in the case of which a declaration has not been made
and delivered as aforesaid or in the case of which an order is
made under subsection (5) or in the case to which section 261 (3)
applies is in this Act referred to as ‘a creditors’ voluntary
winding up’.”.

Provisions applicable to a Members’ Voluntary Winding Up

COMPANIES ACT 1990 – SECT 129
Duty of liquidator to call creditors’ meeting if he is of opinion

that company is unable to pay its debts.

129.—The Principal Act is hereby amended by the substitution for
section 261 of the following section to pay its debts.

“261.—(1) If the liquidator is at any time of the opinion that the
company will not be able to pay its debts in full within the
period stated in the declaration under section 256 he shall—

( a ) summon a meeting of creditors for a day not later than the
fourteenth day after the day on which he formed that opinion;

( b ) send notices of the creditors’ meeting to the creditors by
post not less than seven days before the day on which that meeting
is to be held;

( c ) cause notice of the creditors’ meeting to be advertised, at
least ten days before the date of the meeting, once in Iris Ofigi
il and once at least in two daily newspapers circulating in the
locality in which the company’s principal place of business in the
State was situated during the relevant period; and

( d ) during the period before the day on which the creditors’
meeting is to be held, furnish creditors free of charge with such
information concerning the affairs of the company as they may
reasonably require;

and the notice of the creditors’ meeting shall state the duty
imposed by paragraph (d).

(2) The liquidator shall also—

( a ) make out a statement in the prescribed form as to the
affairs of the company, including a statement of the company’s
assets and liabilities, a list of the out standing creditors and

and, accordingly, the winding up shall become a creditors’ voluntary
the estimated amount of their claims;

( b ) lay that statement before the creditors’ meeting; and

( c ) attend and preside at that meeting.
(3) As from the day on which the creditors’ meeting is held under
this section, the Companies Acts shall have effect as if—

( a ) without prejudice to the powers of the court under section
256, the directors’ declaration under that section had not been
made; and

( b ) the creditors’ meeting and the company meetings at which it
was resolved that the company be wound up voluntarily were the
meetings mentioned in section 266;

winding up and any appointment made or committee established by the
creditors’ meeting shall be deemed to have been made or established
by the creditors’ meeting so mentioned.

(4) The appointment of a liquidator at a meeting called under this
section shall not, subject to subsection (5), affect the validity of
any action previously taken by the liquidator appointed by the
members of the company.

(5) Where the creditors appoint a liquidator at a meeting called
under this section and there is a dispute as to any or all of
the costs, charges or expenses incurred by, including the
remuneration of, the liquidator appointed by the members of the
company, the liquidator appointed by the creditors, or any creditor,
may apply to the court to determine the dispute and the court may,
on such application, make such order as it deems fit.

(6) Nothing in this section shall be deemed to take away any right
in this Act of any person to present a petition to the court for
the winding up of a company.

(7) If the liquidator fails to comply with subsection (1) he shall
be liable to a fine.”.

Provisions applicable to a Creditors’ Voluntary Winding Up

COMPANIES ACT 1990 – SECT 130
Amendment of section 266 of the Principal Act.”.

130.—Section 266 of the Principal Act is hereby amended by the
insertion in subsection (2) after “advertised” of the following:

“at least ten days before the date of the meeting,”.

company.
which is likely to diminish if they are not immediately disposed
COMPANIES ACT 1990 – SECT 131
Creditors’ voluntary winding up.

131.—(1) This section applies where, in the case of a creditors’
voluntary winding up, a liquidator has been nominated by the

(2) The powers conferred on the liquidator by section 276 of the
Principal Act shall not be exercised, except with sanction of the
court, during the period before the holding of the creditors’
meeting under section 266 of that Act.

(3) Subsection (2) does not apply in relation to the power of the
liquidator—

( a ) to take into his custody or under his control all the
property to which the company is or appears to be entitled;

( b ) to dispose of perishable goods and other goods the value of
of;

( c ) to do all such other things as may be necessary for the
protection of the company’s assets.

(4) The liquidator shall attend the creditors’ meeting held under
section 266 of the Principal Act and shall report to the meeting

on any exercise by him of his powers (whether or not under this
section or under section 276 or 280 of that Act).

(5) If default is made—

( a ) by the company in complying with subsection (1) or (2) of
section 266 of the Principal Act, or

( b ) by the directors in complying with subsection (3) of the
said section,

the liquidator shall, within 7 days of the relevant day, apply to
the court for directions as to the manner in which that default is
to be remedied.

(6) ‘The relevant day” means the day on which the liquidator was
nominated by the company or the day on which he first became aware
of the default, whichever is the later.

(7) If a liquidator without reasonable excuse fails to comply with
this section, he shall be guilty of an offence.

Provisions applicable to every Voluntary Winding Up

COMPANIES ACT 1990 – SECT 132
Amendment of section 275 of the Principal Act.

132.—The Principal Act is hereby amended by the substitution for
section 275 of the following section—

“275.—(1) Subject to the provisions of this Act as to preferential
payments, the property of a company on its winding up—

( a ) shall, subject to subsection (2), be applied in satisfaction
of its liabilities pari passu, and

( b ) shall, subject to such application, and unless the articles
otherwise provide, be distributed among the members according to
their rights and interests in the company.

(2) Nothing in paragraph (a) of subsection (1) shall in any way
affect any rights or obligations of the company or any other person
arising as a result of any agreement entered into (whether before
or after the commencement of section 132 of the Companies Act,
1990) by any person under which any particular liability of the
company to any general creditor is postponed in favour of or
subordinated to the rights or claims of any other person to whom
the company may be in any way liable.

(3) In subsection (2)—

‘liability’ includes a contingent liability; and

‘person’ includes a class of persons.”.

COMPANIES ACT 1990 – SECT 133
Consent to appointment as liquidator and notification of appointment.

133.—The Principal Act is hereby amended by the insertion after
section 276 of the following section—

“276A.—(1) The appointment of a liquidator shall be of no effect
unless the person nominated has, prior to his appointment, signified
his written consent to the appointment.
shall, within 7 days of the meeting, notify the liquidator in
account the contingent and prospective liabilities), be deemed a

(2) The chairman of any meeting at which a liquidator is appointed
writing of his appointment, unless the liquidator or his duly
authorised representative is present at the meeting where the
appointment is made.

(3) A person who fails to comply with subsection (2) shall be
liable to a fine not exceeding £1,000. “.

Provisions applicable to every Winding Up

COMPANIES ACT 1990 – SECT 134
Preferential payments in a winding up.

134.—section 285 of the Principal Act is hereby amended by the
payments in a insertion of the following subsection

“(14) The priority conferred by subsection (2) shall apply only to
those debts which, within the period of six months after
advertisement by the liquidator for claims in at least two daily
newspapers circulating in the district where the registered office of
the company is situated, either—

( a ) have been notified to him; or

( b ) have become known to him.”.

COMPANIES ACT 1990 – SECT 135
Fraudulent preference.

135.—The Principal Act is hereby amended by the substitution for
section 286 of the following section—

“286.—(1) Subject to the provisions of this section, any conveyance
,
mortgage, delivery of goods, payment, execution or other act relating
to property made or done by or against a company which is unable
to pay its debts as they become due in favour of any creditor, or
of any person on trust for any creditor, with a view to giving
such creditor, or any surety or guarantor for the debt due to such
creditor, a preference over the other creditors, shall, if a
winding-up of the company commences within 6 months of the making
or doing the same and the company is at the time of the
commencement of the winding-up unable to pay its debts (taking into
fraudulent preference of its creditors and be invalid accordingly.

(2) Any conveyance or assignment by a company of all its property
to trustees for the benefit of all its creditors shall be void to
all intents.

(3) A transaction to which subsection (1) applies in favour of a
connected person which was made within two years before the
commencement of the winding up of the company shall, unless the
contrary is shown, be deemed in the event of the company being
wound up—

( a ) to have been made with a view to giving such person a
preference over the other creditors, and

( b ) to be a fraudulent preference,

and be invalid accordingly.

(4) Subsections (1) and (3) shall not affect the rights of any
person making title in good faith and for valuable consideration
through or under a creditor of the company.

(5) In this section, ‘a connected person’ means a person who, at
the time the transaction was made, was—

( a ) a director of the company;

( b ) a shadow director of the company;

( c ) a person connected, within the meaning of section 26 (1)
(a) of the Companies Act, 1990, with a director;

( d ) a related company, within the meaning of section 140 of the
said Act, or

( e ) any trustee of, or surety or guarantor for the debt due
to, any person described in paragraph (a), (b), (c) or (d).”.

COMPANIES ACT 1990 – SECT 136
Circumstances in which floating charge is invalid.

136.—The Principal Act is hereby amended by the substitution for
section 288 of the following section —

“288.— (1) Where a company is being wound up, a floating charge on
the undertaking or property of the company created within 12 months
before the commencement of the winding up shall, unless it is
proved that the company immediately after the creation of the charge
was solvent, be invalid, except as to money actually advanced or
paid, or the actual price or value of goods or services sold or
supplied, to the company at the time of or subsequently to the
creation of, and in consideration for, the charge, together with
interest on that amount at the rate of 5 per cent per annum.

(2) For the purposes of subsection (1) the value of any goods or
services sold or supplied by way of consideration for a floating
charge is the amount in money which at the time they were sold
supplied could reasonably have been expected to be obtained for the
goods or services in the ordinary course of business and on the
same terms (apart from the consideration) as those on which they
were sold or supplied to the company.

(3) Where a floating charge on the undertaking or property of a
company is created in favour of a connected person, subsection (1)
shall apply to such a charge as if the period of 12 months
mentioned in that subsection were a period of 2 years.

(4) In this section ‘a connected person’ means a person who, at
the time the transaction was made, was—

( a ) a director of the company;

( b ) a shadow director of the company;

( c ) a person connected, within the meaning of section 26 (1)
(a) of the Companies Act, 1990, with a director;

( d ) a related company, within the meaning of section 140 of the
said Act; or

( e ) any trustee of, or any surety or guarantor for the debt
due to, any person described in paragraph ( a ), (b), (c) or
(d).”.

COMPANIES ACT 1990 – SECT 137
Civil liability of persons concerned for fraudulent or reckless
Criminal liability of persons concerned for fraudulent trading of
company.

137.—The Principal Act is hereby amended by the substitution for
section 297 of the following section

“297.—(1) If any person is knowingly a party to the carrying on of
the business of a company with intent to defraud creditors of the
company or creditors of any other person or for any fraudulent
purpose, that person shall be guilty of an offence.

(2) Any person who is convicted of an offence under this section
shall be liable—

( a ) on summary conviction to imprisonment for a term not
exceeding 12 months or to a fine not exceeding £1,000 or to both,
or

( b ) on conviction on indictment, to imprisonment for a term not
exceeding 7 years or to a fine not exceeding £50,000 or to both.”.

COMPANIES ACT 1990 – SECT 138
trading of company.

138.—The Principal Act is hereby amended by the insertion after
section 297 of the following section

“297A.—(1) If in the course of winding up of a company or in the
course of proceedings under the Companies (Amendment) Act, 1990, it
appears that—

( a ) any person was, while an officer of the company, knowingly

a party to the carrying on of any business of the company in a
reckless manner; or

( b ) any person was knowingly a party to the carrying on of any
business of the company with intent to defraud creditors of the
company, or creditors of any other-person or for any fraudulent
purpose;

the court, on the application of the receiver, examiner, liquidator
or any creditor or contributory of the company, may, if it thinks
it proper to do so, declare that such person shall be personally
responsible, without any limitation of liability, for all or any
part of the debts or other liabilities of the company as the court
may direct.

(2) Without prejudice to the generality of subsection (1) ( a ),
an officer of a company shall be deemed to have been knowingly a
party to the carrying on of any business of the company in a
reckless manner if—

( a ) he was a party to the carrying on of such business and,
having regard to the general knowledge, skill and experience that
may reasonably be expected of a person in his position, he ought
to have known that his actions or those of the company would cause
loss to the creditors of the company, or any of them, or

( b ) he was a party to the contracting of a debt by the
(3) Notwithstanding anything contained in subsection (1) the court
company concerned, and
applicant may himself give evidence or call witnesses.
whom a declaration has been sought under subsection (1) ( a ), has
company and did not honestly believe on reasonable grounds that the
company would be able to pay the debt when it fell due for
payment as well as all its other debts (taking into account the
contingent and prospective liabilities).

may grant a declaration on the grounds set out in paragraph (a)of
that subsection only if—

( a ) paragraph (a), ( b ) or (c)of section 214 applies to the

( b ) an applicant for such a declaration, being a creditor or
contributory of the company. or any person on whose behalf such
application is made, suffered loss or damage as a consequence of
any behaviour mentioned in subsection (1).

(4) In deciding whether it is proper to make an order on the
ground set out in subsection (2) (b), the court shall have regard
to whether the creditor in question was, at the time the debt was
incurred, aware of the company’s financial state of affairs and,
notwithstanding such awareness, nevertheless assented to the incurring
of the debt.

(5) On the hearing of an application under this section, the

(6) Where it appears to the court that any person in respect of
acted honestly and responsibly in relation to the conduct of the

affairs of the company or any matter or matters on the ground of
which such declaration is sought to be made, the court may, having
regard to all the circumstances of the case, relieve him either
wholly or in part, from personal liability on such terms as it may
think fit.

(7) Where the court makes any such declaration, it may—

( a ) give such further directions as it thinks proper for the
purpose of giving effect to that declaration and in particular may
make provision for making the liability of any such person under
the declaration a charge on any debt or obligation due from the
company to him, or on any mortgage or charge or any interest in

the State.
any mortgage or charge on any assets of the company held by or
vested in him or any company or person on his behalf, or any
person claiming as assignee from or through the person liable or
any company or person acting on his behalf, and may from time to
time make such further order as may be necessary for the purpose
of enforcing any charge imposed under this subsection;

( b ) provide that sums recovered under this section shall be paid
to such person or classes of persons, for such purposes, in such
amounts or proportions at such time or times and in such respective
priorities among themselves as such declaration may specify.

(8) Subsection (1) ( a ) shall not apply in relation to the
carrying on of the business of a company during a period when the
company is under the protection of the court.

(9) This section shall have effect notwithstanding that—

( a ) the person in respect of whom the declaration has been
sought under subsection (1) may be criminally liable in respect of
the matters on the ground of which such declaration is to be made;
or
( b ) any matter or matters on the ground of which the
declaration under subsection (1) is to be made have occurred outside

(10) For the purposes of this section—

‘assignee’ includes any person to whom or in whose favour, by the
directions of the person liable, the debt, obligation, mortgage or
charge was created, issued or transferred or the interest created,
but does not include an assignee for valuable consideration (not
including consideration by way of marriage) given in good faith and
without notice of any of the matters on the ground of which the
declaration is made;

‘company’ includes any body which may be wound up under the
Companies Acts; and

‘officer’ includes any auditor, liquidator, receiver, or shadow
director.”.

COMPANIES ACT 1990 – SECT 139

Power of the court to order the return of assets which have been
improperly transferred.

139.—(1) Where, on the application of a liquidator, creditor or
contributory of a company which is being wound up, it can be shown
to the satisfaction of the court that—

( a ) any property of the company of any kind whatsoever was
disposed of either by way of conveyance, transfer, mortgage,
security, loan, or in any way whatsoever whether by act or
omission, direct or indirect, and

( b ) the effect of such disposal was to perpetrate a fraud on
the company, its creditors or members, the court may, if it deems
it just and equitable to do so, order any person who appears to
have the use, control or possession of such property or the
proceeds of the sale or development thereof to deliver it or pay a
sum in respect of it to the liquidator on such terms or conditions
as the court sees fit.

(2) Subsection (1) shall not apply to any conveyance, mortgage,
delivery of goods, payment, execution or other act relating to
property made or done by or against a company to which section 286
(1) of the Principal Act applies.

(3) In deciding whether it is just and equitable to make an order
under this section, the court shall have regard to the rights of
persons who have bona fide and for value acquired an interest in
the property the subject of the application.

COMPANIES ACT 1990 – SECT 140
Company may be required to contribute to debts of related companies.

140.—(1) On the application of the liquidator or any creditor or
contributory of any company that is being wound up, the court, if
it is satisfied that it is just and equitable to do so, may order
that any company that is or has been related to the company being
wound up shall pay to the liquidator of that company an amount
equivalent to the whole or part of all or any of the debts
provable in that winding up. Any order under this section may be
made on such terms and conditions as the court thinks fit.

(2) In deciding whether it is just and equitable to make an order
under subsection (1) the court shall have regard to the following
matters—

( a ) the extent to which the related company took part in the
management of the company being wound up;

( b ) the conduct of the related company towards the creditors of
the company being wound up;

( c ) the effect which such order would be likely to have on the
creditors of the related company concerned.

(3) No order shall be made under subsection (1) unless the court
is satisfied that the circumstances that gave rise to the winding

up of the company are attributable to the actions or omissions of

companies related to it are entitled to exercise or control the
that the separate business of each company, or a substantial part
wound up is indebted by more, in aggregate, than £10,000.
the related company.

(4) Notwithstanding any other provision, it shall not be just and
equitable to make an order under subsection (1) if the only ground
for making the order is—

( a ) the fact that a company is related to another company, or

( b ) that creditors of the company being wound up have relied on
the fact that another company is or has been related to the first
mentioned company.

(5) For the purposes of this Act, a company is related to another
company if—

( a ) that other company is its holding company or subsidiary; or

( b ) more than half in nominal value of its equity share capital
(as defined in section 155 (5) of the Principal Act) is held by
the other company and companies related to that other company
(whether directly or indirectly, but other than in a fiduciary
capacity); or
( c ) more than half in nominal value of the equity share capital
(as defined in section 155 (5) of the Principal Act) of each of
them is held by members of the other (whether directly or
indirectly, but other than in a fiduciary capacity); or

( d ) that other company or a company or companies related to
that other company or that other company together with a company or
exercise of more than one half of the voting power at any general
meeting of the company; or

( e ) the businesses of the companies have been so carried on
thereof, is not readily identifiable; or

( f ) there is another company to which both companies are
related;

and “related company” has a corresponding meaning.

(6) For the purposes of this section “company” includes any body
which is liable to be wound up under the Companies Acts and
“creditor” means one or more creditors to whom the company being

(7) Where an application for an order under subsection (1) seeks to
require a licensed bank, within the meaning of section 25, to
contribute to the debts of a related company, a copy of every such
application shall be sent by the applicant to the Central Bank who
shall be entitled to be heard by the court before an order is
made.

COMPANIES ACT 1990 – SECT 141

Pooling of assets of related companies.

141.—(1) Where two or more related companies are being wound up and

the court, on the application of the liquidator of any of the
companies, is satisfied that it is just and equitable to make an
order under this section, the court may order that, subject to such
terms and conditions as the court may impose and to the extent
that the court orders, the companies shall be wound up together as
if they were one company, and, subject to the provisions of this
section, the order shall have effect and all the provisions of this
Part and Part VI of The Principal Act shall apply accordingly.

(2) In deciding the terms and conditions of an order under this
section the court shall have particular regard to the interests of
those persons who are members of some, but not all, of the
companies.

(3) Where the court makes an order under subsection (1)—

( a ) the court may remove any liquidator of any of the
companies, and appoint any person to act as liquidator of any one
or more of the companies;
the purpose of giving effect to the order;

( b ) the court may give such directions as it thinks fit for

( c ) nothing in this section or the order shall affect the
rights of any secured creditor of any of the companies;

( d ) debts of a company that are to be paid in priority to all
other debts of the company pursuant to section 285 of the Principal
Act shall, to the extent that they are not paid out of the assets
of that company, be subject to the claims of holders of debentures
under any floating charge (as defined in that section) created by
any of the other companies;

( e ) unless the court otherwise orders, the claims of all
unsecured creditors of the companies shall rank equally among
themselves.

(4) In deciding whether it is just and equitable to make an order
under subsection (1) the court shall have regard to the following
matters—

( a ) the extent to which any of the companies took part in the
management of any of the other companies;

( b ) the conduct of any of the companies towards the creditors
of any of the other companies;

( c ) the extent to which the circumstances that gave rise to the
winding up of any of the companies are attributable to the actions
or omissions of any of the other companies;

( d ) the extent to which the businesses of the companies have
been intermingled.

(5) Notwithstanding any other provision, it shall not be just and
equitable to make an order under subsection (1) if the only ground
for making the order is—

( a ) the fact that a company is related to another company, or

( b ) that creditors of a company being wound up have relied on
the fact that another company is or has been related to the first
mentioned company.

(6) Notice of an application to the court for the purposes of this
section shall be served on every company specified in the
application, and on such other persons as the court may direct, not
later than the end of the eighth day before the day the
application is heard.

COMPANIES ACT 1990 – SECT 142
Amendment of section 298 of the Principle Act.

142.—The Principal Act is hereby amended by the substitution for
Amendment of section 298 of the following section—

“298.—(1) Subsection (2) applies if in the course of winding up a

company it appears that any person who has taken part in the
formation or promotion of the company, or any past or present
officer, liquidator, receiver or examiner of the company, has
misapplied or retained or become liable or accountable for any money
or property of the company, or has been guilty of any misfeasance
or other breach of duty or trust in relation to the company.

(2) The court may, on the application of the liquidator, or any
creditor or contributory, examine into the conduct of the promoter,
officer, liquidator, receiver or examiner, and compel him—

( a ) to repay or restore the money or property or any part
thereof respectively with interest at such rate as the court thinks
just, or

Amendment of section 299 of the Principal Act .
( b ) to contribute such sum to the assets of the company by way
of compensation in respect of the misapplication, retainer,
misfeasance or other breach of duty or trust as the court thinks
just.

(3) This section has effect notwithstanding that the offence is one
for which the offender may be criminally liable.”.

COMPANIES ACT 1990 – SECT 143

143.—Section 299 of the Principle Act is hereby amended by the
subsection of the following subsection for subsection (1)—

“(1) If it appears to the court in the course of a winding-up by
the court that any past or present officer, or any member, of the
company has been guilty of an offence in relation to the company
for which he is criminally liable, the court may either on the
application of any person interested in the winding-up or of its

own motion direct the liquidator to refer the matter to the

Director of Public Prosecutions and in such a case the liquidator
shall furnish to the Director of Public Prosecutions such information
and give to him such access to and facilities for inspecting and
taking any copies of any documents, being information or documents
in the possession or under the control of the liquidator and
relating to the matter in question, as the Director of Public
Prosecutions may require.”.

COMPANIES ACT 1990 – SECT 144
Duty of liquidators and receives to include certain information in
returns etc.

144.—(1) Where a receiver or liquidator of a company is obliged by
the Companies Acts to make a periodic account, abstract, statement
or return in relation to his activities as receiver or liquidator
he shall incorporate in such account, abstract, statement or return
a report as to whether, at the date of such account, abstract,
statement or return any past or present director or other officer,
or any member, of the company is a person—

( a ) in respect of whom a declaration has been made under any
provision of the Companies Acts that he should be personally liable
for all or any part of the debts of a company,

( b ) who is, or is deemed to be, subject to a disqualification
order under Part VII.

(2) A receiver or liquidator who contravenes subsection (1) shall be

guilty of an offence and liable to a fine.

COMPANIES ACT 1990 – SECT 145
Penalty for default of receiver or liquidator in making certain
accounts and returns.

145.—(1) Where a receiver or liquidator is in default in relation
to the making or filing of a periodic account, abstract, statement
or return in pursuance of any provision of the Companies Acts he
shall be guilty of an offence and liable—

( a ) on summary conviction to a fine not exceeding £1,000 and,
for continued contravention, to a daily default fine not exceeding
£50;

( b ) on conviction on indictment to a fine not exceeding £10,000
and, for continued contravention, to a daily default fine not
exceeding £250.
(2) A person convicted of an offence under any of the following
provisions, namely section 262, 272, 306, 319 (2) or 321 of The
Principal Act, shall, in lieu of the penalty provided in any such
section (as increased by section 15 of the Companies (Amendment)
Act, 1982),be liable to the penalties specified in subsection (1).

Supplementary Provisions

COMPANIES ACT 1990 – SECT 146

Disqualification for appointment as liquidator.

146.—The Principal Act is hereby amended by the insertion after
section 300 of the following section—

“300A.—(1) None of the following persons shall be qualified for
appointment as liquidator of a company—

( a ) a person who is, or who has within 12 months of the
commencement of the winding up been, an officer or servant of the
company;

( b ) except with the leave of the court, a parent, spouse,
brother, sister or child of an officer of the company;

( c ) a person who is a partner or in the employment of an
officer or servant of the company;

( d ) a person who is not qualified by virtue of this subsection
for appointment as liquidator of any other body corporate which is
that company’s subsidiary or holding company or a subsidiary of that
company’s holding company, or would be so disqualified if the body
corporate were a company.

References in this subsection to an officer or servant of the
company include references to an auditor.

(2) An application for leave under subsection (1) ( b ) shall be
supported by such evidence as the court may require.

(3) If a liquidator becomes disqualified by virtue of this section
he shall thereupon vacate his office and give notice in writing
within 14 days to—

( a ) the court in a court winding up,

( b ) the company in a members’ voluntary winding up,

( c ) the company and the creditors in a creditors’ voluntary
winding up,

that he has vacated it by reason of such disqualification.

(4) Any person who acts as a liquidator when disqualified by this
section from so doing or who fails to comply with subsection (3),
if that subsection applies to him, shall be guilty of an offence
and shall be liable—

( a ) on summary conviction, to a fine not exceeding £1,000 and,
for continued contravention, a daily default fine not exceeding £50;

( b ) on conviction on indictment, to a fine of £10,000 and, for
continued contravention, a daily default fine not exceeding £250.

(5) This section shall not apply to a winding-up commenced before
the commencement of section 146 of the Companies Act, 1990.”.

COMPANIES ACT 1990 – SECT 147
Disclosure of interest by creditors etc. at creditors’ meeting.

147.—The Principal Act is hereby amended by the insertion after
section 301 of the following section—

“301A.—(1) Where, at a meeting of creditors, a resolution is
proposed for the appointment of a liquidator, any creditor who has
a connection with the proposed liquidator shall, before the
resolution is put, make such connection known to the chairman of
the meeting who shall disclose that fact to the meeting, together
with details thereof.

(2) Subsection (1) shall also apply to any person at the meeting,
being a representative of a creditor and entitled to vote on the
resolution on his behalf.

(3) Where the chairman of a meeting of creditors has any such
connection as is mentioned in subsection (1), he shall disclose that
fact to the meeting, together with details thereof.

(4) For the purposes of this section, a person has a connection
with a proposed liquidator if he is—

( a ) a parent, spouse, brother, sister or child of, or

( b ) employed by, or a partner of,

the proposed liquidator.

(5) A person who fails to comply with this section shall be liable
to a fine not exceeding £1,000.

(6) In exercising its jurisdiction under section 267 (2) or 272 (2)

(which relate to the appointment or removal of a liquidator) the
court may have regard to any failure to comply with this section.”.

COMPANIES ACT 1990 – SECT 148
Extension of power of court to assess damages against directors.

148.—(1) Subsection (2) applies if in the course of winding up a
company which is a subsidiary of another company, it appears that
any director of the subsidiary’s holding company has misapplied or
retained or become liable or accountable for any money or property
of the subsidiary, or has been guilty of any misfeasance or other
breach of duty or trust in relation to the subsidiary.

(2) The court may, on the application of the liquidator, any
creditor or contributory of the subsidiary, examine into the conduct
of the director concerned and compel him—

( a ) to repay or restore the money or property or any part
thereof respectively with interest at such rate as the court thinks
just, or

( b ) to contribute such sum to the assets of the subsidiary by
way of compensation in respect of the misapplication, retainer,

misfeasance or other breach of duty or trust as the court thinks
just.

COMPANIES ACT 1990 – PART VII
– DISQUALIFICATIONS AND RESTRICTIONS: DIRECTORS AND OTHER OFFICERS

CHAPTER 1

Restriction on Directors of Insolvent Companies

COMPANIES ACT 1990 – SECT 149
Application of Chapter I.

(2) The matters referred to in subsection (1) are—
149.—(1) This Chapter applies to any company if—

( a ) at the date of the commencement of its winding-up it is
proved to the court, or

( b ) at any time during the course of its winding-up the
liquidator of the company certifies, or it is otherwise proved, to
the court,

that it is unable to pay its debts (within the meaning of section
214 of the Principal Act).

(2) This Chapter applies to any person who was a director of a
company to which this section applies at the date of, or within 12
months prior to, the commencement of its winding-up.

(3) This Chapter shall not apply to a company which commences to
be wound up before the commencement of this section.

(4) In this Chapter “company” includes a company to which section
351 of the Principal Act applies.

(5) This Chapter applies to shadow directors as it applies to
directors.

COMPANIES ACT 1990 – SECT 150
Restriction.

150.—(1) The court shall, unless it is satisfied as to any of the
matters specified in subsection (2), declare that a person to whom
this Chapter applies shall not, for a period of five years, be
appointed or act in any way, whether directly or indirectly, as a
director or secretary or be concerned or take part in the promotion
or formation of any company unless it meets the requirements set
out in subsection (3); and, in subsequent provisions of this Part,
the expression “a person to whom section 150 applies” shall be
construed as a reference to a person in respect of whom such a
declaration has been made.

( a ) that the person concerned has acted honestly and responsibly
in relation to the conduct of the affairs of the company and that
there is no other reason why it would be just and equitable that

he should be subject to the restrictions imposed by this section,
or

( b ) subject to paragraph (a), that the person concerned was a
director of the company solely by reason of his nomination as such
by a financial institution in connection with the giving of credit
facilities to the company by such institution, provided that the
institution in question has not obtained from any director of the
company a personal or individual guarantee of repayment to it of
the loans or other forms of credit advanced to the company, or

( c ) subject to paragraph (a), that the person concerned was a
whole of any premium thereon, and
director of the company solely by reason of his nomination as such
by a venture capital company in connection with the purchase of, or
subscription for, shares by it in the first-mentioned company.

(3) The requirements specified in subsection (1) are that—

( a ) the nominal value of the allotted share capital of the
company shall—

(i) in the case of a public limited company, be at least £100,000,

(ii) in the case of any other company, be at least £20,000,

( b ) each allotted share to an aggregate amount not less than
the amount referred to in subparagraph (i) or (ii) of paragraph
(a), as the case may be, shall be fully paid up, including the

( c ) each such allotted share and the whole of any premium
thereon shall be paid for in cash.

(4) Where a court makes a declaration under subsection (1), a
prescribed officer of the court shall cause the registrar of
companies to be furnished with prescribed particulars of the
declaration in such form and manner as may be prescribed.

(5) In this section—

“financial institution” means—

( a ) a licensed bank, within the meaning of section 25, or

( b ) a company the ordinary business of which includes the making
of loans or the giving of guarantees in connection with loans, and

“venture capital company” means a company prescribed by the Minister
the principal ordinary business of which is the making of share
investments.

COMPANIES ACT 1990 – SECT 151
Duty of liquidator under this Chapter.

151.—(1) Where it appears to the liquidator of a company to which
under this Chapter applies that the interests of any other company
or its creditors may be placed in jeopardy by the relevant matters

referred to in subsection (2) the liquidator shall inform the court
of his opinion forthwith and the court may, on receipt of such
report, make whatever order it sees fit.

(2) The relevant matters are that a person to whom section 150
applies is appointed or is acting in any way, whether directly or
indirectly, as a director or is concerned or is taking part in the
promotion or formation of such other company as is referred to in
subsection (1).

(3) Any liquidator who contravenes subsection (1) shall be guilty of

an offence and shall be liable—

( a ) on summary conviction, to a fine not exceeding £1,000 and,
for continued contravention, to a daily default fine not exceeding
£50, or

( b ) on conviction on indictment, to a fine not exceeding £10,000
and, for continued contravention, to a daily default fine not

exceeding £250.

COMPANIES ACT 1990 – SECT 152
Relief.
152.—(1) A person to whom section 150 applies may, within not more
than one year after a declaration has been made in respect of him
under that section, apply to the court for relief, either in whole
or in part, from the restrictions referred to in that section or
from any order made in relation to him under section 151 and the
court may, if it deems it just and equitable to do so, grant such
relief on whatever terms and conditions it sees fit.

(2) Where it is intended to make an application for relief under
subsection (1) the applicant shall give not less than 14 days’
notice of his intention to the liquidator (if any) of the company
the insolvency of which caused him to be subject to this Chapter.

(3) On receipt of a notice under subsection (2), the liquidator
shall forthwith notify such creditors and contributories of the
company as have been notified to him or become known to him, that
he has received such notice.

(4) On the hearing of an application under this section the
liquidator or any creditor or contributory of the company, the
insolvency of which caused the applicant to be subject to this
Chapter may appear and give evidence.

(5) Any liquidator who contravenes subsection (3) shall be guilty of

an offence and liable to a fine.

COMPANIES ACT 1990 – SECT 153
Register of restricted persons.

153.—(1) The registrar shall, subject to the provisions of this
section, keep a register of the particulars which have been notified
to him under section 150, and the following provisions of this
section shall apply to the keeping of such a register.

(2) Where the court grants partial relief to a person under section
152 a prescribed officer of the court shall cause the registrar to
be furnished with prescribed particulars of the relief, and the
registrar shall, as soon as may be, enter the particulars on the
register referred to in subsection (1).

(3) Where the court grants full relief to a person under section
152 a prescribed officer of the court shall cause the registrar to
be so notified, and the registrar shall, as soon as may be, remove
the particulars of any such person from the register referred to in
subsection (1).

(4) The registrar shall also remove from the register any
particulars in relation to a person on the expiry of five years
from the date of the declaration to which the original notification
under section 150 relates.

(5) Nothing in this section shall prevent the registrar from keeping
the register required by this section as part of any other system
of classification, whether pursuant to section 247 or otherwise.

COMPANIES ACT 1990 – SECT 154
Application of this Chapter to receivers.

154.—Where a receiver of the property of a company is appointed,
the provisions of this Chapter shall, with the necessary
modifications, apply as if the references therein to the liquidator
and to winding up were construed as references to the receiver and
to receivership.

COMPANIES ACT 1990 – SECT 155
Restrictions on company to which section 150 (3) applies.

155.—(1) This section applies to any company in relation to which a

person who is the subject of a declaration under section 150 is
appointed or acts in any way, whether directly or indirectly, as a
director or secretary or is concerned in or takes part in the
promotion or formation of that company.

(2) Subsections (2) to (11) of section 60 of the Principal Act
shall not apply to any company to which this section applies.

(3) Sections 32 to 36 of the Companies (Amendment) Act, 1983,
shall, with the necessary modifications, apply to any company to
which this section applies as if the company were a public limited
company so, however, that for the purposes of this subsection those
sections shall apply as if—

( a ) in subsection (1) of section 32 the words “during the
initial period” were deleted;

( b ) any other reference in any of those sections to “initial
period” were deleted; and

( c ) in subsection (2) of section 32 the words “relevant person”
were defined to mean “any subscriber to the memorandum, any director

or any person involved in the promotion or formation of the
company”.

(4) Without prejudice to section 39, sections 32 and 37 shall not
apply to any company to which subsection (1) applies.

(5) From the date of a declaration under section 150 a person in
respect of whom the declaration was made shall not accept
appointment to a position or act in any manner mentioned in
subsection (1) of this section in relation to a company unless he
has, within the 14 days immediately preceeding such appointment or
so acting, sent to the registered office of the company a
notification that he is a person to whom section 150 applies.

COMPANIES ACT 1990 – SECT 156
the share under that subsection less the value of any consideration
which is not fully paid for in cash as required by section 150

Requirements as to share allotted by a company to which section 155
applies.

156.—(1) Where a company to which section 155 applies allots a
shares company to which share which is not fully paid up as
required by section 150 (3) (b) the share shall be treated as if
its nominal value together with the whole of any premium had been
received, but the allottee shall be liable to pay the company in
cash the full amount which should have been received in respect of
actually applied in payment up (to any extent) of the share and
any premium on it, and interest at the appropriate rate on the
amount payable under this subsection.

(2) Where a company to which section 155 applies allots a share
(3) (c) the allottee of the share shall be liable to pay the
company in cash an amount equal to its nominal value, together with
the whole of any premium, and shall be liable to pay interest at
the appropriate rate on the amount payable under this subsection.

(3) Subsection (1) shall not apply in relation to the allotment of
a bonus share which is not fully paid up as required by section
150 (3) ( b ) unless the allottee knew or ought to have known
that the share was so allotted.

(4) Subsection (1) does not apply to shares allotted in pursuance
of an employees’ share scheme within the meaning of section 2 of
the Companies (Amendment) Act, 1983.

(5) In this section, “appropriate rate” has the meaning assigned to
it by section 2 of the Companies (Amendment) Act, 1983.

(6) Section 26 (4) of the Companies (Amendment) Act, 1983, shall
apply for the purposes of this section as it applies for the
purposes of that section.
COMPANIES ACT 1990 – SECT 157
Relief for a company in respect of prohibited transactions.

157.—(1) The court may, if it deems it just and equitable to do
so, grant relief to a company to which section 155 applies in

respect of any act or omission which, by virtue of that section,
contravened a provision of the Companies Acts or to any person
adversely affected thereby, on whatever terms and conditions the
court sees fit, including exemption from any such provision.

(2) Relief shall not be granted to the company where the person
any requirement of the order, and

Act and, without prejudice to the generality of the foregoing,
referred to in section 155 (1) complied with subsection (5) of that
section.

COMPANIES ACT 1990 – SECT 158
Power to vary amounts mentioned in section (3).

158.—The Minister may, by order, vary the amounts mentioned in
section 150 (3) (a) and the order may- mentioned in.

( a ) require any company to which that section applies having an
allotted share capital of which the nominal value is less than the
amount specified in the order to increase the value to not less
than that amount;

( b ) make, in connection with any such requirement provision for
any of the matters for which provision is made in the Companies
Acts in relation to a company’s registration, reregistration, change
of name, winding-up or dissolution, payment for any share comprised
in a company’s capital and offers of shares in or debentures of a
company to the public, including provision as to the consequences
(whether in criminal law or otherwise) of a failure to comply with

( c ) contain such supplemental and transitional provisions as the
Minister thinks appropriate, specify different amounts in relation to
companies of different classes or descriptions and, in particular,
provide for any provision of the order to come into operation on
different days for different purposes.
CHAPTER 2

Disqualification Generally

COMPANIES ACT 1990 – SECT 159
Interpretation of Chapter 2 and 3.

159.—In this Chapter and Chapter 3, except where the context
otherwise requires—

“company” includes every company and every body, whether corporate or
unincorporated, which may be wound up under Part X of The Principal
includes a friendly society within the meaning of the Friendly
Societies Acts, 1896 to 1977;

“the court” means the High Court except in relation to a
disqualification order made by a court of its own motion under
section 160(2), paragraph (a), (b), (c), (d) or (f), in whic
h case
it includes any court;

“default order” means an order made against any person under section

371 of the Principal Act by virtue of any contravention of or
failure to comply with any relevant requirement (whether on his own
part or on the part of any company);

“disqualification order” means—

( a ) an order under this Part that the person against whom the
order is made shall not be appointed or act as an auditor,
director or other officer, receiver, liquidator or examiner or be in
any way, whether directly or indirectly, concerned or take part in
the promotion, formation or management of any company, or any
society registered under the Indus trial and Provident Societies
Acts, 1893 to 1978, or

( b ) an order under section 184 of the Principal Act;

“officer” in relation to any company, includes any director, shadow
director or secretary of the company;

“relevant requirement” means any provision of the Companies Acts
(including a provision repealed by this Act) which requires or
required any return, account or other document to be filed with,
delivered or sent to, or notice of any matter to be given to, the
registrar of companies.

COMPANIES ACT 1990 – SECT 160
Disqualification of certain persons from acting as directors or
auditors of or managing companies.

160.—(1) Where a person is convicted on indictment of any indictabl
e
offence in relation to a company, or involving fraud or dishonesty,
then during the period of five years from the date of conviction
or such other period as the court, on the application of the
prosecutor and having regard to all the circumstances of the case,
may order—

( a ) he shall not be appointed or act as an auditor, director
liquidator or examiner; or
or other officer, receiver, liquidator or examiner or be in any
way, whether directly or indirectly, concerned or take part in the
promotion, formation or management of any company or any society
registered under the Industrial and Provident Societies Acts, 1893 to
1978;

( b ) he shall be deemed, for the purposes of this Act, to be
subject to a disqualification order for that period.

(2) Where the court is satisfied in any proceedings or as a result
of an application under this section that—

( a ) a person has been guilty, while a promoter, officer,
auditor, receiver, liquidator or examiner of a company, of any fraud
in relation to the company, its members or creditors; or

( b ) a person has been guilty, while a promoter, officer,
auditor, receiver, liquidator or examiner of a company, of any
breach of his duty as such promoter, officer, auditor, receiver,

( c ) a declaration has been granted under section 297A of the
Principal Act (inserted by section 138 of this Act) in respect of
a person; or

( d ) the conduct of any person as promoter, officer, auditor,
receiver, liquidator or examiner of a company, makes him unfit to
be concerned in the management of a company; or

( e ) in consequence of a report of inspectors appointed by the
court or the Minister under the Companies Acts, the conduct of any
person makes him unfit to be concerned in the management of a
company; or

( f ) a person has been persistently in default in relation to
the relevant requirements;

the court may, of its own motion, or as a result of the
application, make a disqualification order against such a person for
such period as it sees fit.

( 3 ) ( a ) For the purposes of subsection (2) (f) the fact
that a person has been persistently in default in relation to the
relevant requirements may (without prejudice to its proof in any
other manner) be conclusively proved by showing that in the five
years ending with the date of the application he has been adjudged
guilty (whether or not on the same occasion) of three or more
defaults in relation to those requirements.

( b ) A person shall be treated as being adjudged guilty of a
default in relation to a relevant requirement for the purposes of
this subsection if he is convicted of any offence consisting of a
contravention of a relevant requirement or a default order is made
against him.

(4) An application under paragraph (a), (b), (c) or (d) of
subsection (2) may be made by—

( a ) the Director of Public Prosecutions; or

( b ) any member, contributory, officer, employee, receiver,
liquidator, examiner or creditor of any company in relation to which
the person who is the subject of the application—

(i) has been or is acting or is proposing to or being proposed to
act as officer, auditor, receiver, liquidator or examiner, or

(ii) has been or is concerned or taking part, or is proposing to
be concerned or take part, in the promotion, formation or management
of any company,

and where the application is made by a member, contributory,
employee or creditor of the company, the court may require security
for all or some of the costs of the application.

(5) An application under paragraph (e) of subsection (2) may be
made by the Director of Public Prosecutions.

(6) An application under paragraph (f) of subsection (2) may be
made by—

( a ) the Director of Public Prosecutions; or

( b ) the registrar of companies.

(7) Where it is intended to make an application under subsection
(2)in respect of any person, the applicant shall give not less than
ten days’ notice of his intention to that person.

(8) Any person who is subject or deemed subject to a
disqualification order by virtue of this Part may apply to the
court for relief, either in whole or in part, from that
disqualification and the court may, if it deems it just and
equitable to do so, grant such relief on whatever terms and
conditions it sees fit.

(9) A disqualification order may be made on grounds which are or
include matters other than criminal convictions notwithstanding that
the person in respect of whom the order is to be made may be
criminally liable in respect of those matters.

(10) A reference in any other enactment to section 184 of the
Principal Act shall be construed as including a reference to this
section.

CHAPTER 3

Enforcement

COMPANIES ACT 1990 – SECT 161
Penalty for acting contrary to the provisions of Chapter 1 or 2.

161.—(1) Any person who, in relation to any company, acts in a
manner or capacity which, by virtue of being a person to whom
section 150 applies or being subject or deemed to be subject to a
disqualification order, he is prohibited from doing shall be guilty
of an offence.

(2) Where a person is convicted of an offence under subsection (1)
he shall be deemed to be subject to a disqualification order from
ten years from such date, or such other further period as the
the date of such conviction if he was not, or was not deemed to
be, subject to such an order on that date.

(3) Where a person convicted of an offence under subsection (1) was
subject, or deemed to be subject, to a disqualification order
immediately prior to the date of such conviction, the period for
which he was disqualified shall be extended for a further period of
court, on the application of the prosecutor and having regard to
all the circumstances of the case, may order.

(4) Section 160 (8) shall not apply to a person convicted of an
offence under subsection (1) of this section.

(5) Where—

( a ) a person who is a person to whom section 150 applies is
or becomes a director of a company which commences to be wound up
within the period of 5 years after the date of commencement of the
winding-up of the company whose insolvency caused that section to
apply to him; and

( b ) it appears to the liquidator of the first-mentioned company
that that company is, at the date of commencement of its winding-up
or at any time during the course of its winding up, unable to pay
its debts;

the liquidator shall report those matters to the court and the
court, on receiving the report and if it considers it proper to do
so, may make a disqualification order against that person for such
period as it thinks fit.

(6) If the liquidator fails to comply with subsection (5) he shall
be liable to a fine not exceeding £1,000.

COMPANIES ACT 1990 – SECT 162
Period of disqualification order to which person is deemed to be
subjected.

162.—Where a person is, as a consequence of his conviction of an
offence under this Chapter, deemed to be subject to a
disqualification order, he shall be deemed to be so subject for a
period of five years from the date of such conviction or such
other period as the court, on the application of the prosecutor and
having regard to all the circumstances of the case, may order.

COMPANIES ACT 1990 – SECT 163
Civil consequences of acting contrary to the provisions of Chapter 1
or 2.

163.—(1) Subsections (2) and (3) apply to any person who acts,
in
relation to a company, in a manner or capacity which, by virtue of
being a person to whom section 150 applies or being subject or
deemed to be subject to a disqualification order, he is prohibited
from doing.

(2) Where any consideration is given by or on behalf of a company
for an act done or service performed by a person referred to in
subsection (1) while he was acting in a manner or capacity
described in that subsection, the company shall be entitled to
recover from him, as a simple contract debt in any court of
competent jurisdiction, the consideration or an amount representing
its value.

(3) Where—

( a ) a person referred to in subsection (1) acts, in relation to
a company, in a manner or capacity described in that subsection,
and

( b ) the company concerned commences to be wound up—

(i) while he is acting in such a manner or capacity, or

(ii) within 12 months of his so acting, and

( c ) the company is unable to pay its debts, within the meaning
of section 214 of the Principal Act,

the court may, on the application of the liquidator or any creditor
of the company, declare that such person shall be personally liable,
155 (5) and which carries on business following such notification
member of a committee of management or trustee of any company acts

without any limitation of liability, for all or any part of the
debts or other liabilities of the company incurred in the period
during which he was acting in such a manner or capacity.

(4) Where a company which has received a notification under section
without the requirements of section 150 (3) being fulfilled within a
reasonable period—

( a ) is subsequently wound up, and

( b ) is at the time of the commencement of the winding-up unable
to pay its debts (taking into account the contingent and prospective
liabilities),

the court may, on the application of the liquidator or any creditor
or contributory of the company, declare that any person who was an
officer of the company while the company so carried on business and
who knew or ought to have known that the company had been so
notified shall be personally responsible, without any limitation of
liability, for all or any part of the debts or. other liabilities
of the company as the court may direct.

(5) In any proceedings brought against a person by virtue of this
section the court may if, having regard to the circumstances of the
case, it considers it just and equitable to do so, grant relief in
whole or in part from the liability to which he would otherwise be
subject thereunder and the court may attach to its order such
conditions as it sees fit.

COMPANIES ACT 1990 – SECT 164
Penalties for acting under directions of disqualified person.

164.—(1) If any person while a director or other officer or a
in accordance with the directions or instructions of another person
knowing that such other person is disqualified or that, in giving
the directions or instructions, he is acting in contravention of any
provision of this Part he shall be guilty of an offence.
(2) Where a person is convicted of an offence under subsection (1)
he shall be deemed to be subject to a disqualification order from
the date of such conviction if he was not, or was not deemed to
be, subject to such an order on that date.

COMPANIES ACT 1990 – SECT 165
Civil consequences of acting under directions of disqualified person.

165.—(1) A person who is convicted of an offence under section 164
for acting in accordance with the directions or instructions of a
disqualified person shall, subject to subsection (2), be personally
liable for the debts of the company concerned incurred in the
period during which he was so acting.

(2) In any proceedings brought against a person for the recovery of
any such debt the court may if, having regard to the circumstances
of the case, it considers it just and equitable to do so, grant
relief in whole or in part from the liability to which he would
otherwise be subject under subsection (1) and the court may attach
to its order such conditions as it sees fit.

COMPANIES ACT 1990 – SECT 166
Information to be given by directions to the court.

166.—(1) Where—

( a ) a director of a company is charged with an offence or
civil proceedings are instituted against such a director, and

( b ) the charge or proceedings relate to the company or involve
alleged fraud or dishonesty,

the director shall, by notice in writing to the court lodged before
the hearing of the case—

(i) give the names of all companies of which he is a director at
the date of the notice,

subject or deemed to be subject to a disqualification order, and
(ii) give the names of all companies of which he was a director
within a period commencing not earlier than 12 months prior to the
commencement of proceedings and ending at the date of the notice,

(iii) state whether he is at the date of the notice or ever was

(iv) give the dates and duration of each period in respect of
which he is or was disqualified.

(2) This section applies to shadow directors as it applies to
directors.

(3) Any person who contravenes subsection (1) shall be guilty of an
offence.

COMPANIES ACT 1990 – SECT 167
Information to be supplied to registrar of companies.

167.—Where a court—

( a ) makes a disqualification order;

( b ) grants or varies relief under section 160 (8); or

( c ) convicts a person of an offence

(i) which has the effect of his being deemed to be subject to a
disqualification order, or

(ii) under section 161 (1) or 164,

a prescribed officer of the court shall cause the registrar of
companies to be furnished with prescribed particulars of the order,
relief or conviction at such time and in such form and manner as
may be prescribed.

COMPANIES ACT 1990 – SECT 168
Registrar of persons subject to disqualification orders.

168.—(1) The registrar shall, subject to the provisions of this
section, keep a register of the particulars which have been notified
to him under section 167, and the following provisions of this
section orders shall apply to the keeping of such a register.

undischarged bankrupt acts as officer, auditor, liquidator or examiner

(2) Where the particulars referred to in section 167 (b) comprise
the grant of full relief under section 160 (8), the registrar shall
not enter such particulars on the register referred to in subsection
(1), but shall, as soon as may be, remove any existing particulars
in respect of the person concerned from the register.

(3) The registrar shall also remove from the register any
particulars in relation to a person on the expiry of five years
from the date of the original notification under section 167, or
such other period in respect of which the person concerned is
deemed to be subject to a disqualification order, unless the
registrar has received a further notification in respect of that
person under this section.

(4) Nothing in this section shall prevent the registrar from keeping
the register required by this section as part of any other system
of classification, whether pursuant to section 247 or otherwise.

COMPANIES ACT 1990 – SECT 169
Prohibition of undischarged bankrupts acting as directors or other
officers of companies.
169.—The Principal Act is hereby amended by the substitution for
section 183 of the following section—

“183. (1) Subject to subsection (2), if any person being an
of, or directly or indirectly takes part or is concerned in the
promotion, formation or management of, any company except with the
leave of the court, he shall be guilty of an offence.

(2) Where a person is convicted of an offence under subsection (1)
he shall be deemed to be subject to a disqualification order from
the date of such conviction if he was not, or was not deemed to
be, subject to such an order on that date.
(3) In this section ‘company’ includes a company incorporated outside
the State which has an established place of business within the

State.”.
company include references to an auditor.

COMPANIES ACT 1990 – PART VIII
– RECEIVERS

COMPANIES ACT 1990 – SECT 170
Disqualification for appointment as receiver.

170.—The Principal Act is hereby amended by the substitution for
section 315 of the following section—

“315.—(1) None of the following persons shall be qualified for
appointment as receiver of the property of a company—

( a ) an undischarged bankrupt;

( b ) a person who is, or who has within 12 months of the
commencement of the receivership been, an officer or servant of the
company;

( c ) a parent, spouse, brother, sister or child of an officer of
the company;

( d ) a person who is a partner of or in the employment of an
officer or servant of the company;

( e ) a person who is not qualified by virtue of this subsection
for appointment as receiver of the property of any other body
corporate which is that company’s subsidiary or holding company or a
subsidiary of that company’s holding company, or would be so
disqualified if the body corporate were a company.

References in this subsection to an officer or servant of the

(2) If a receiver of the property of a company becomes disqualified
by virtue of this section, he shall thereupon vacate his office and
give notice in writing within 14 days to—

( a ) the company;

( b ) the registrar of companies;

( c ) (i) the debenture-holder, if the receiver was appointed by a
debenture-holder, or

(ii) the court, if the receiver was appointed by the court, that
he has vacated it by reason of such disqualification.

(3) Subsection (2) is without prejudice to sections 107, 319 (2)
and 321.

(4) Nothing in this section shall require a receiver appointed
before the commencement of section 170 of the Companies Act, 1990,
to vacate the office to which he was so appointed.

(5) Any person who acts as a receiver when disqualified by this

section from so doing or who fails to comply with subsection (2),
if that subsection applies to him, shall be guilty of an offence
and shall be liable—

( a ) on summary conviction, to a fine not exceeding £1,000 and,
for continued contravention, to a daily default fine not exceeding
£50;

( b ) on conviction on indictment, to a fine not exceeding £5,000
and, for continued contravention, to a daily default fine not
exceeding £250.”.

COMPANIES ACT 1990 – SECT 171
Amendment of section 316 of the Principle Act.

171.—Section 316 of the Principal Act is hereby amended by the
substitution for subsection (1) of the following subsections—

“(1) Where a receiver of the property of a company is appointed
under the powers contained in any instrument, any of’ the following
persons may apply to the court for directions in relation to any
matter in connection with the performance or otherwise by the
receiver of his functions, that is to say—

( a ) (i) the receiver;

(ii) an officer of the company;

make such order declaring the rights of persons before the court or
(iii) a member of the company;

(iv) employees of the company comprising at least half in number of
the persons employed in a full-time capacity by the company;

(v) a creditor of the company; and

( b ) (i) a liquidator;

(ii) a contributory;

and on any such application, the court may give such directions, or
otherwise, as the court thinks just.

(1A) An application to the court under subsection (1), except an
application under paragraph (a)(i) of that subsection, shall be
supported by such evidence that the applicant is being unfairly
prejudiced by any actual or proposed action or omission of the
receiver as the court may require.

(1B) For the purposes of subsection (1), ‘creditor’ means one or
more creditors to whom the company is indebted by more, in
aggregate, than £10,000.”.

COMPANIES ACT 1990 – SECT 172
Duty of receiver selling property to get best price reasonably
obtainable.

172.—The Principal Act is hereby amended by the insertion after
section 316 of the following section—

“316A.— (1) A receiver, in selling property of a company, shall
exercise all reasonable care to obtain the best price reason ably
obtainable for the property as at the time of sale.

(2) Notwithstanding the provisions of any instrument—

( a ) it shall not be a defence to any action or proceeding
brought against a receiver in respect of a breach of his duty
under subsection (1) that the receiver was acting as the agent of
the company or under a power of attorney given by the company; and

( b ) notwithstanding anything in section 316 (2), a receiver shall
not be entitled to be compensated or indemnified by the company for
any liability he may incur as a result of a breach of his duty
under this section.

( 3 ) ( a ) A receiver shall not sell by private contract a
non-cash asset of the requisite value to a person who is, or who,
within three years prior to the date of appointment of the
receiver, has been, an officer of the company unless he has given
at least 14 days’ notice of his intention to do so to all
creditors of the company who are known to him or who have been
intimated to him.

( b ) In this subsection—

(i) ‘non-cash asset’ and ‘requisite value’ have the meanings assigned
to them by section 29 of the Companies Act, 1990, and

(ii) ‘officer’ includes a person connected, within the meaning of
section 26 of the Companies Act, 1990, with a director, and a
shadow director.”.

COMPANIES ACT 1990 – SECT 173
Amendment of section 320 of the Principal Act.

173.—Section 320 of the Principal Act is hereby amended by the
substitution for subsection (5) of the following subsection—

“(5) If any person to whom subsection (2) applies makes default in
complying with the requirements of this section, he shall, unless he
can prove to the satisfaction of the court that it was not
possible for him to comply with the requirements of the section, be
liable—

( a ) on summary conviction, to imprisonment for a term not
exceeding six months or to a fine not exceeding £1,000 or to both;
or

( b ) on conviction on indictment, to imprisonment for a term not
exceeding three years or to a fine not exceeding £5,000 or to
both.”.

COMPANIES ACT 1990 – SECT 174

Consequences of contravention of section 319 or 320 of the Principal
Act.

174.—The Principal Act is hereby amended by the insertion after of
section 320 the following section—

“320A. Where, in contravention of section 319 (1) ( b ) and
section 320, a statement of affairs is not submitted to the
receiver as required by those provisions, the court may, on the
application of the receiver or any creditor of the company, and not
withstanding the provisions of section 320 (5) (inserted by section
173 of the Companies Act, 1990), make whatever order it thinks fit,
including an order compelling compliance with section 319 and section
320.”.

COMPANIES ACT 1990 – SECT 175
Removal of receiver.

175.—The Principal Act is hereby amended by the insertion after
section 322 of the following section—

“322A.—(1) The court may, on cause shown, remove a receiver and
appoint another receiver.

(2) Notice of such proceedings shall be served on the receiver and
on the person who appointed him not less than 7 days before the
hearing of such proceedings and, in any such proceedings, the
receiver and the person who appointed him may appear and be
heard.”.

COMPANIES ACT 1990 – SECT 176
Court may determine or limit receivership on application of
liquidator.

176.—The Principal Act is hereby amended by the insertion after
section 322 of the following section—

“322B.—(1) On the application of the liquidator of a company
liquidator. that is being wound up (other than by means of a
members’ voluntary winding up) and in respect of which a receiver
has been appointed (whether before or after the commencement of the
winding up), the court may—

( a ) order that the receiver shall cease to act as such from a
date specified by the court, and prohibit the appointment of any
other receiver; or

( b ) order that the receiver shall, from a date specified by the
court, act as such only in respect of certain assets specified by
the court.

An order under this subsection may be made on such terms and
conditions as the court thinks fit.

(2) The court may from time to time, on an application made either
by the liquidator or by the receiver, rescind or amend an order
made under subsection (1).

(3) A copy of an application made under this-section shall be
served on the receiver and on the person who appointed him not
less than 7 days before the hearing of the application, and the
receiver and any such party may appear before and be heard by the
court in respect of the application.

(4) Except as provided in subsection (1), no order made under this
section shall affect any security or charge over the under taking
or property of the company.”.

COMPANIES ACT 1990 – SECT 177
Resignation of receiver.

177.—The Principal Act is hereby amended by the insertion after
section 322 of the following section—

“322C.—(1) A receiver of the property of a company appointed under
the powers contained in any instrument may resign, provided he has
given one month’s notice thereof to—

( a ) the holders of floating charges over all or any part of
the property of the company;

( b ) the company or its liquidator; and

( c ) the holders of any fixed charge over all or any part of
the property of the company.

(2) A receiver appointed by the court may resign only with the
authority of the court and on such terms and conditions, if any,
as may be laid down by the court.

(3) If any person makes default in complying with the requirements
of this section, he shall be liable to a fine not exceeding
£1,000.”

COMPANIES ACT 1990 – SECT 178
Application of section 139 to receivers.

178.—The provisions of section 139 shall, with the necessary
modifications, apply to a company in receivership as if the
references therein to the liquidator and to winding up were
construed as references to the receiver and to receivership.

COMPANIES ACT 1990 – SECT 179
Application of section 299 (2), (4) and (5) of the Principle Act
to receivers.

179.—Section 299 (2), (4) and (5) of The Principal Act shall ap
ply,
with the necessary modifications, to receivers as it applies to
liquidators.

COMPANIES ACT 1990 – PART IX
– COMPANIES UNDER COURT PROTECTION

COMPANIES ACT 1990 – SECT 180

Amendments to the Companies (Amendment) Act, 1990.

180.—(1) The Companies (Amendment) Act, 1990, is hereby companies

amended as follows:

( a ) by the substitution in section 3 (6) for “14 days” of “3
days”,

( b ) by the insertion after section 5 (2) ( f ) of the
following paragraph:

“( g ) no order for relief shall be made under section 205 of
the Principal Act against the company in respect of complaints as
to the conduct of the affairs of the company or the exercise of
the powers of the directors prior to the presentation of the
petition.”,

( c ) by the deletion in section 8 (3), of the or past
director,”,

( d ) by the insertion in section 8 (3), after “Act”, where it
secondly occurs, of “and ‘director’ includes any present or past
director or any person connected, within the meaning of section 26
of the Companies Act, 1990, with such director, and any present or
past shadow director”,

( e ) by the insertion in section 8 of the following subsections:

“(5A) Without prejudice to its power under subsection (5), the court

may, after a hearing under that subsection, make any order or
direction it thinks fit, including a direction to the person
concerned to attend or re-attend before the examiner or produce
particular books or documents or answer particular questions put to
him by the examiner, or a direction that the person concerned need
not produce a particular book or document or answer a particular
question put to him by the examiner.

(5B) Section 23 (1) of the Companies Act, 1990 shall apply for the
purposes of this section.”,

( f ) by the substitution in section 10 (1) of “Any” for “Where
an order is made under this Act for the winding-up of the company
or a receiver is appointed, any”,

( g ) by the substitution, for section 16 ( i ), of the
following:

“(i) his opinion as to whether the facts disclosed would warrant
further inquiries with a view to proceedings under section 297 or
297A of The Principal Act (inserted by the Companies Act, 1990), or
both,”,

( h ) by the insertion in section 23 (5) (b), after “Government”
of”, a local authority”,

( i ) by the insertion in section 24 of the following subsection:

“(12) Notwithstanding subsection (4), or any other provision of this

Act, where the examiner forms the opinion that the company will be
able to survive as a going concern, nothing in this Act shall
prevent the examiner from including, in a report under section 15
or 18, proposals which will not involve the impairment of the
interests of members or creditors of the company, nor the court
from confirming any such proposals.”.

(2) section 244A of the Principal Act (inserted by section 125 of
the Companies Act, 1990) and section 139 of the Companies Act,
1990, shall apply to a company under the protection of the court
as they apply to a company being wound up, and any references in
those sections to a liquidator or provisional liquidator shall be
construed for the purposes of this subsection as a reference to an
examiner.

(3) Sections 32 of the Companies (Amendment) Act, 1990, are hereby
repealed.

COMPANIES ACT 1990 – SECT 181
Further amendments to the Companies (Amendment) Act, 1990.

181.—(1) The Companies (Amendment) Act, 1990, is hereby further
amended as follows:

( a ) by the substitution for section 2 (1) ( b ) of the
following.

“( b ) no resolution subsists for the winding up of the company,
and”,

( b ) by the substitution in section 4 (5) ( f ), for “company”,
of “body corporate”,

( c ) by the insertion after section 5 (2) ( f ) of the
following paragraph:

“( h ) no set-off between separate bank accounts of the company
shall be effected, except with the consent of the examiner, and in
this paragraph ‘bank account’ includes an account with any person
exempt by virtue of section 7 (4) of the Central Bank Act, 1971,
from the requirement of holding a licence under section 9 of that
Act,”,

( d ) by the insertion in section 11 (5), after “towards” of
“discharging”, and

( e ) by the insertion of the following section after section 36:

“Proceedings by registrar.

36A.—Proceedings in relation to an offence under section 11 (6), 12

or 30 may be brought and prosecuted by the registrar of
companies.”.

(2) Section 30 (3) of the Companies (Amendment) Act, 1990, is
hereby repealed.

COMPANIES ACT 1990 – PART X
– ACCOUNTS AND AUDIT

COMPANIES ACT 1990 – SECT 182
Interpretation of Part X.

182.—In this Part—

“the Council Directive” means Council Directive No. 84/253/EEC of 10
April, 1984*OJ No. L126, 12.5.1984, p.20.* on the approval of
persons responsible for carrying out the statutory audits of
accounting documents;

“friendly society” means a society registered under the Friendly
Societies Acts, 1896 to 1977;

“practising certificate” means a certificate awarded to a person by
a body of accountants entitling that person to practise as auditor
of a company or as a public auditor;

“public auditor” means a public auditor for the purposes of the
Industrial and Provident Societies Acts, 1893 to 1978, and the
Friendly Societies Acts, 1896 to 1977.

COMPANIES ACT 1990 – SECT 183
Appointment and removal of auditors.

183.—section 160 of the Principal Act is hereby amended—

( a ) by the substitution of the following subsections for
subsection (5)

“(5) Without prejudice to any rights of the auditor in relation to
his removal under this subsection, a company may, by ordinary
resolution at a general meeting, remove an auditor other than an
auditor who is the first auditor or one of the first auditors of
the company and appoint in his place any other person who has been
nominated for appointment by any member of the company, who is
qualified under the Companies Acts to be an auditor of a company
and of whose nomination notice has been given to its members.

( 5A ) ( a ) A company shall—

(i) within one week of the Minister’s power under subsection (4)
becoming exercisable, give the Minister notice of that fact, and

(ii) where a resolution removing an auditor is passed, give notice
of that fact in the prescribed form to the registrar of companies
within 14 days of the meeting at which the resolution removing the
auditor was passed.

( b ) If a company fails to give notice as required by paragraph
(a)of this subsection, the company and every officer of the company
who is in default shall be guilty of an offence and liable, on
summary conviction, to a fine not exceeding £1,000.”

and

( b ) by the substitution of the following subsection for
subsection (7)—

“(7) The directors of a company or the company in general meeting
may fill any casual vacancy in the office of auditor, but while
any such vacancy continues, the surviving or continuing auditor or
auditors, if any, may act.

COMPANIES ACT 1990 – SECT 184
Resolutions relating to appointment and removal of auditors and
rights of auditors who have been removed.

184.—(1) section 161 of the Principal Act is hereby amended by the
substitution of the following subsections for subsections (1) and
(2)—

“(1) Extended notice within the meaning of section 142 shall been
removed. be required for

( a ) a resolution at an annual general meeting of a company
appointing as auditor a person other than a retiring auditor or
providing expressly that a retiring auditor shall not be
re-appointed,

( b ) a resolution at a general meeting of a company removing an
auditor before the expiration of his term of office, and

( c ) a resolution at a general meeting of a company filling a
casual vacancy in the office of auditor.

(2) On receipt of notice of such an intended resolution as is
mentioned in subsection (1), the company shall forthwith

( a ) if the resolution is a resolution mentioned in paragraph
(a)of the said subsection (1), send a copy thereof to the retiring
auditor (if any),

( b ) if the resolution is a resolution mentioned in paragraph (b)
of the said subsection (1), send a copy thereof to the auditor
proposed to be removed, and

( c ) if the resolution is a resolution mentioned in paragraph
(c)of the said subsection (1), send a copy thereof to the person
(if any) whose ceasing to hold the office of auditor of the
company occasioned the casual vacancy.

(2A) An auditor of a company who has been removed shall be
entitled to attend—

( a ) the annual general meeting of the company at which, but for
his removal, his term of office as auditor of the company would
have expired, and

( b ) the general meeting of the company at which it is proposed
to fill the vacancy occasioned by his removal, and

to receive all notices of, and other communications relating to, any
such meeting which a member of the company is entitled to receive
and to be heard at any general meeting that such a member attends
on any part of the business of the meeting which concerns him as
former auditor of the company.”.

(2) The reference in subsection (5) of the said section 161 to a
resolution to remove the first auditors by virtue of subsection (6)
of section 160 of the Principal Act shall be construed as including
a reference to a resolution to remove an auditor other than the
first auditors before the expiration of his term of office.

COMPANIES ACT 1990 – SECT 185
Registration of auditors.

185.—(1) An auditor of a company may, by a notice in writing that
auditors. complies with subsection (2) served on the company and
stating his intention to do so, resign from the office of auditor
to the company; and the resignation shall take effect on the date
on which the notice is so served or on such later date as may be
specified in the notice.

(2) A notice under subsection (1) shall contain either—

( a ) a statement to the effect that there are no circumstances
connected with the resignation to which it relates that the auditor
concerned considers should be brought to the notice of the members
or creditors of the company, or

( b ) a statement of any such circumstances as aforesaid.

(3) Where a notice under subsection (1) is served on a company—

( a ) the auditor concerned shall, within 14 days after the date
of such service, send a copy of the notice to the registrar of
companies, and

( b ) subject to subsection (4), the company shall, if the notice
contains a statement referred to in subsection (2) (b), not later
than 14 days after the date of such service send a copy of the
notice to every person who is entitled under section 159 (1) of
the Principal Act to be sent copies of the documents referred to
in the said section 159 (1).

(4) Copies of a notice served on a company under subsection (1)
need not be sent to the persons specified in subsection (3) (b)
if, on the application of the company concerned or any other person
who claims to be aggrieved, the court is satisfied that the notice
contains material which has been included to secure needless
publicity for defamatory matter and the court may order the
company’s costs on an application under this section to be paid in
whole or in part by the auditor concerned notwithstanding that he
is not a party to the application.

(5) This section shall also apply to a notice given by an auditor
under section 160 (2) ( c ) of The Principal Act, indicating his

unwillingness to be re-appointed.

(6) A person who fails to comply with subsection (2) or (3) (a)
shall be guilty of an offence.

(7) If default is made in complying with subsection (3) (b), the
company concerned, and every officer of such company who is in
default, shall be guilty of an offence.

COMPANIES ACT 1990 – SECT 186
Requisitioning of general meeting of company by resigning auditors.

186.—(1) A notice served on a company under section 185 which
contains a statement in accordance with subsection (2) (b) of that
section may also requisition the convening by the directors of the
company of a general meeting of the company for the purpose of
receiving and considering such account and explanation of the
circumstances connected with his resignation from the office of
auditor to the company as he may wish to give to the meeting.

(2) Where an auditor makes a requisition under subsection (1), the
directors of the company shall, within 14 days of the service on
the company of the said notice, proceed duly to convene a general
meeting of the company for a day not more than 28 days after such
service.

(3) Subject to subsection (4), where—

( a ) a notice served on a company under section 185 contains a
statement in accordance with subsection (2) (b) of that section, and

( b ) the auditor concerned requests the company to circulate to
its members—

(i) before the general meeting at which, apart from the notice, his
term of office would expire, or

(ii) before any general meeting at which it is proposed to fill
the vacancy caused by his resignation or convened pursuant to a
requisition under subsection (1),

a further statement in writing prepared by the auditor of
circumstances connected with the resignation that the auditor
considers should be brought to the notice of the members,

the company shall—

(I) in any notice of the meeting given to members of the company
state the fact of the statement having been made, and

(II) send a copy of the statement to the registrar of companies
and to every person who is entitled under section 159 (1) of the
Principal Act to be sent copies of the documents referred to in
the said section 159 (1).

(4) Subsection (3) need not be complied with by the company
concerned if, on the application either of the company or any other

person who claims to be aggrieved, the court is satisfied that the
rights conferred by this section are being abused to secure needless
publicity for defamatory matter and the court may order the
company’s costs on an application under this section to be paid in
whole or in part by the auditor concerned notwithstanding that he
is not a party to the application.

(5) An auditor of a company who has resigned from the office of
auditor shall be permitted by the company to attend—

( a ) the annual general meeting at which, but for his
resignation, his term of office would have expired, and

( b ) any general meeting at which it is proposed to fill the
vacancy caused by his resignation or convened pursuant to a
requisition of his under subsection (1),

and the company shall send him all notices of, and other
communications relating to, any such meeting that a member of the
company is entitled to receive and the company shall permit him to
be heard at any such meeting which he attends on any part of the
business of the meeting which concerns him as a former auditor of
the company.

(6) If default is made in complying with subsection (2), (3) or
(5), the company concerned, and every officer of the company who is
in default, shall be guilty of an offence.

COMPANIES ACT 1990 – SECT 187
Qualification for appointment as auditor.

187.—(1) Subject to section 190, a person shall not be qualified
for appointment either as auditor of a company or as a public
auditor unless—

( a ) (i) he is a member of a body of accountants for the time
being recognised by the Minister for the purposes of this section
and holds a valid practising certificate from such a body, or

(ii) he holds an accountancy qualification that is, in the opinion
of the Minister, of a standard which is not less than that
required for such membership as aforesaid and which would entitle
him to be granted a practising certificate by that body if he were
a member of it, and is for the time being authorised by the
Minister to be so appointed, or

(iii) he was, on the 31st day of December, 1990, a member of a
body of accountants for the time being recognised under section 162
(1) ( a ) of The Principal Act, or

(iv) he was authorised by the Minister before the 3rd day of
February, 1983, and is for the time being authorised by the
Minister to be so appointed, or

(v) he is a person to whom section 188 applies, or

(vi) he is a person to whom section 189 applies, and is for the

time being authorised by the Minister to be so appointed, and

( b ) the particulars required by sections 199 and 200 in respect
of such a person have been forwarded to the registrar of companies.

(2) None of the following persons shall be qualified for appointment
as auditor of a company—

( a ) an officer or servant of the company,

( b ) a person who has been an officer or servant of the company
within a period in respect of which accounts would fall to be
audited by him if he were appointed auditor of the company.

( c ) a parent, spouse, brother, sister or child of an officer of
the company,

( d ) a person who is a partner of or in the employment of an
officer of the company,.

( e ) a person who is disqualified under this subsection for
appointment as auditor of any other body corporate that is a
subsidiary or holding company of the company or a subsidiary of the
company’s holding company, or would be so disqualified if the body
corporate were a company,

( f ) a person who is disqualified under subsection (3) for
appointment as a public auditor of a society that is a subsidiary
or holding company of the company or a subsidiary of the company’s
holding company,

( g ) a body corporate.

(3) None of the following persons shall be qualified for appointment
as a public auditor of a society—

( a ) an officer or servant of the society,

( b ) a person who has been an officer or servant of the society
within a period in respect of which accounts would fall to be
audited by him if he were appointed auditor of the society,

( c ) a parent, spouse, brother, sister or child of an officer of
the society,

( d ) a person who is a partner of or in the employment of an
officer of the society,

( e ) a person who is disqualified under this subsection for
appointment as a public auditor of any other society that is a
subsidiary or holding company of the society or a subsidiary of the
society’s holding company,.

( f ) a person who is disqualified under subsection (2) for
appointment as auditor of a company that is a subsidiary or holding
company of the society,

( g ) a body corporate.

(4) None of the following persons shall be qualified for appointment
as a public auditor of a friendly society—

( a ) an officer or servant of the friendly society,

( b ) a person who has been an officer or servant of the
friendly society within a period in respect of which accounts would
fall to be audited by him if he were appointed auditor of the
friendly society,

( c ) a parent, spouse, brother, sister or child of an officer of
the friendly society,

( d ) a person who is a partner of or in the employment of an
officer of the friendly society,

( e ) a body corporate.

(5) A person shall not, by virtue of subsection (3) or (4), be
disqualified for appointment as public auditor of a society or a
friendly society at any time during the period of 2 years from the
commencement of this section if on such commencement he stands duly
appointed as public auditor of the society or friendly society, as
the case may be.

(6) Subject to subsection (5), a person shall not act as auditor
of a company or as a public auditor at a time when he is
disqualified under this section for appointment to that office.

(7) If, during his term of office as auditor of a company or
public auditor, a person becomes disqualified under the Companies
Acts for appointment to that office, he shall thereupon vacate his
office and give notice in writing to the company, society or
friendly society that he has vacated his office by reason of such
disqualification.

(8) This section shall not apply to the Comptroller and Auditor
General.

(9) A person who contravenes subsection (6) or (7) shall be guilty

of an offence and liable—

( a ) on summary conviction, to a fine not exceeding £1,000, and,
for continued contravention, to a daily default fine not exceeding
£50, or

( b ) on conviction on indictment, to a fine not exceeding £5,000
and, for continued contravention, to a daily default fine not
exceeding £100.

( 10 ) ( a ) In this section “society” means a society registered
under the Industrial and Provident Societies Acts, 1893 to 1978.

( b ) References in this section to an officer or servant do not
include references to an auditor or a public auditor.

(11) A recognition or authorisation by the Minister under section
162 of the Principal Act shall, notwithstanding the repeal of that
section by this Act, continue in force as if given under this
section—

( a ) in the case of a recognition, until the time limit provided
expires, or the Minister’s decision is communicated to the body
concerned, under section 191, whichever is the earlier, and

( b ) in the case of an authorisation, until the time limit for
the person to make the notification required by section 199 (3)
expires.

COMPANIES ACT 1990 – SECT 188
Persons undergoing training on 1 January, 1990.

188.—(1) Without prejudice to section 187, a person to whom this
section applies shall also be qualified for appointment as auditor
of a company or a public auditor.

(2) This section applies to a person—

( a ) who on the 1st day of January, 1990, was a person to whom
Article 18 of the Council Directive applies, and

( b ) who, following his admission, before the 1st day of January,
1996, to the membership of a body of accountants recognised under
section 191, was subsequently awarded a practising certificate by
that body, and

( c ) in respect of whom such certificate remains valid.

COMPANIES ACT 1990 – SECT 189
Approval of qualifications obtained outside the State.

189.—(1) Without prejudice to section 187, the Minister may Approva
l
of declare that, subject to subsection (2), persons who hold—

( a ) a qualification entitling them to audit accounts under the
law of a specified country outside the State, or

( b ) a specified accountancy qualification recognised under the law
of a country outside the State,

shall be regarded as qualified for appointment as auditor of a
company or a public auditor.

(2) Before making a declaration under subsection (1), the Minister—

( a ) must be satisfied that the qualification concerned is of a
standard not less than is required by the Companies Acts to qualify
a person for appointment as auditor of a company or a public
auditor, and

( b ) may direct that such a person shall not be treated as
qualified for the purposes of subsection (1) unless he holds such

additional educational qualifications as the Minister may specify for
the purpose of ensuring that such persons have an adequate knowledge
of the law and practice in the State relevant to the audit of
accounts, and

( c ) may have regard to the extent to which persons qualified
under the Companies Acts for appointment as auditor of a company or
a public auditor are recognised by the law of the country in
question as qualified to audit accounts there.
company or a public auditor.
Recognition of bodies of accountants.

(3) Different directions may be given under subsection (2) (b) in
relation to different qualifications.

(4) The Minister may, if he thinks fit, revoke or suspend for a
specified period, in such manner and on such conditions as he may
think appropriate, any declaration previously made under subsection
(1)—

COMPANIES ACT 1990 – SECT 190
Consultation by Minister regarding standard and qualifications .

190.—(1) Before granting, renewing, withdrawing, revoking, suspendi
ng
or refusing a recognition of a body of accountants under the
Companies Acts, the Minister may consult with any person or body of
persons as to the conditions imposed or standards required by the
body of accountants concerned in connection with membership of that
body or the awarding to persons of practising certificates.

(2) The Minister may also consult with any person or body of
persons before forming any opinion or making any declaration in
relation to the qualifications held by any person or class of
persons as respects qualification for appointment as auditor of a

COMPANIES ACT 1990 – SECT 191

191.—(1) Where a body of accountants recognised under section 162 o
f
the Principal Act satisfies the Minister, within three months after
the commencement of this section—

( a ) that the standards relating to training, qualifications and
repute required by that body for the awarding to a person of a
practising certificate are not less than those specified in Articles
3 to 6, 8 and 19 of the Council Directive, and

( b ) as to the standards it applies to its members in the areas
of ethics, codes of conduct and practice, independence, professional
integrity, technical standards, disciplinary procedures,

the Minister shall renew such recognition.

(2) Where a body of accountants referred to in subsection (1) does
not satisfy the Minister as to the matters specified in that
paragraph, he shall withdraw the recognition of that body until he
is so satisfied.

(3) Where a body of accountants which has not previously been
recognised by the Minister under section 162 of the Principal Act
applies for such recognition after the commencement of this section,
the Minister may grant such recognition if he is satisfied as to
the matters referred to in subsection (1) in relation to that body
or may refuse such recognition if he is not so satisfied.

COMPANIES ACT 1990 – SECT 192
Provisions in relation to recognition and authorisation by Minister
under section 187.

192.—(1) The Minister may, at the time it is granted or at any
time during the currency of a recognition or authorisation under
section 187 by notice in writing given to the body of accountants
or individual concerned, attach to the recognition or authorisation,
as the case may be, such terms and conditions as he thinks
necessary or expedient and specified in the notice.

(2) The Minister may, at any time during the currency of a
recognition or authorisation under section 187, by notice in writing
given to the body of accountants or individual concerned, amend its
terms or conditions or insert into it or delete from it other
terms or conditions.

(3) The Minister may, at any time during its currency, by notice
in writing given to the body of accountants or individual concerned,
revoke, or suspend for a specified period, a recognition or
submit to the Minister for his approval a code prescribing standards
( d ) A code approved of by the Minister under this section shall
professional integrity of auditors shall apply, with any necessary
accordance with paragraph (e). Such regulations may in particular
authorisation under the said section 187.

( 4 ) ( a ) The Minister may require a body of accountants
recognised for the purposes of the said section 187 to prepare and,
within such period as may be specified in the requirement, to
of professional conduct for its members and providing for sanctions
for breaches of the code, and the body of accountants shall comply
with the requirement.

( b ) A body of accountants may, at any time, prepare and submit
to the Minister a code amending or revoking a code prepared by it
under this subsection.

( c ) The Minister may approve of a code submitted to him under
this subsection.

be brought into operation and enforced by the body of accountants
concerned in accordance with its terms.

( e ) Where the Minister approves a code under this subsection, he
may direct that such provisions of the code as relate to the
modifications approved by the Minister, to persons individually
authorised by him,

( f ) The Minister may, by regulations, make provision for the
function of monitoring compliance by individuals with the code in

provide for this function to be performed on behalf of the Minister
by any body or person specified in the regulations. The regulations
may also contain such incidental, consequential, transitional or
supplementary provision as may appear to be necessary or proper to
ensure compliance with the specified provisions of the code by the
individuals concerned.

( g ) Every regulation made by the Minister under this section
shall be laid before each House of the Oireachtas as soon as may
be after it is made and, if a resolution annulling the regulation
is passed by either House within the next 21 days on which that
House has sat after the regulation is laid before it, the
regulation shall be annulled accordingly, but without prejudice to
the validity of anything previously done thereunder.

(5) References in this section to recognitions under section 187
include references to recognitions under Section 162 (inserted by the
Companies (Amendment) Act, 1982) of The Principal Act and references
in this section to an authorisation under section 187 include
references to authorisations under the said section 162.

COMPANIES ACT 1990 – SECT 193
sheet and profit and loss account, and all group accounts, laid

Auditors’ report and access to books and of attendance and audiences
at general meetings.

193.—(1) The auditors of a company shall make a report to the
members on the accounts examined by them, and on every balance
before the company in general meeting during their tenure of office.

(2) The auditors’ report shall be read at the annual general
meeting of the company and shall be open to inspection by any
member.

(3) Every auditor of a company shall have a right of access at
all reasonable times to the books, accounts and vouchers of the
company and shall be entitled to require from the officers (within
the meaning of section 197 (5)) of the company such information and
explanations that are within their knowledge or can be procured by
them as he thinks necessary for the performance of the duties of
the auditors.
(4) The auditors’ report shall state—

( a ) whether they have obtained all the information and
explanations which, to the best of their knowledge and belief, are
necessary for the purposes of their audit,

( b ) whether, in their opinion, proper books of account have been
kept by the company,

( c ) whether, in their opinion, proper returns adequate for their
audit have been received from branches of the company not visited
by them,.

( d ) whether the company’s balance sheet and (unless it is framed
as a consolidated profit and loss account) profit and loss account

are in agreement with the books of account and returns,

( e ) except in the case of a company that has taken advantage
of any of the provisions of Part III of the Sixth Schedule to The
Principal Act, whether, in their opinion, the company’s balance sheet
and profit and loss account and (if it is a holding company
submitting group accounts) the group accounts have been properly
prepared in accordance with the provisions of the Companies Acts and
give a true and fair view—

(i) in the case of the balance sheet, of the state of the
company’s affairs as at the end of its financial year,

(ii) in the case of the profit and loss account (if it is not
framed as a consolidated profit and loss account), of the company’s
profit and loss for its financial year,

(iii) in the case of group accounts submitted by a holding company,
of the state of affairs and profit or loss of the company and its
subsidiaries dealt with thereby, so far as concerns members of the
company,

( f ) in the case of a company that has taken advantage of any
of the provisions of Part III of the Sixth Schedule to The
Duty of auditors if proper books of account not being kept.
Principal Act, whether, in their opinion, its balance sheet and
profit and loss account and (if it is a holding company submitting
group accounts) the group accounts have been properly prepared in
accordance with the provisions of the Companies Acts and give a
true and fair view of the matters referred to in subparagraphs (i)
and (ii) and, where appropriate, subparagraph (iii) of paragraph (e
)
subject to the non-disclosure of any matters (to be indicated in
the report) which by virtue of the said Part III are not required
to be disclosed, and

( g ) whether, in their opinion, there existed at the balance
sheet date a financial situation which under section 40 (1) of the
Companies (Amendment) Act, 1983, would require the convening of an
extraordinary general meeting of the company.

(5) The auditors of a company shall be entitled to attend any
general meeting of the company and to receive all notices of, and
other communications relating to, any general meeting which any
member of the company is entitled to receive and to be heard at
any general meeting which they attend on any part of the business
of the meeting which concerns them as auditors.

(6) A person who is appointed as auditor of a company or as a
public auditor shall be under a general duty to carry out such
audit with professional integrity.

(7) Any reference in The Principal Act to section 163 of or the
Seventh Schedule to that Act shall be construed as references to
this section.

COMPANIES ACT 1990 – SECT 194

194.—(1) If, at any time, the auditors of a company form the
opinion that the company is contravening, or has contravened, section
202 by failing to cause to be kept proper books of account (within
the meaning of that section) in relation to the matters specified
in subsection (1) and (2) of that section, the auditors shall—

he shall be guilty of an offence.
( a ) serve a notice on the company as soon as may be stating
their opinion, and
( b ) not later than 7 days after the service of such notice on
the company, notify the registrar of companies in the prescribed
form of the notice.

(2) Where the auditors form the opinion that the company has
contravened section 202 but that, following such contravention, the
directors of the company have taken the necessary steps to ensure
that proper books of account are kept as required by that section,
subsection (1) (b) shall not apply.

(3) This section shall not require the auditors to make the
notifications referred to in subsection (1) if they are of opinion
that the contraventions concerned are minor or otherwise immaterial
in nature.

(4) A person who contravenes subsection (1) shall be guilty of an
offence.

COMPANIES ACT 1990 – SECT 195
Prohibition on acting in relation to adult while disqualification
order in force.

195.—(1) If a person who is subject or deemed to be subject to a
disqualification order—

( a ) becomes, or remains after 28 days from the date of the
making of the order, a partner in a firm of auditors.

( b ) gives directions or instructions in relation to the conduct
of any part of the audit of the accounts of a company, or

( c ) works in any capacity in the conduct of an audit of the
accounts of a company,

(2) Where a person is convicted of an offence under subsection (1),
the period for which he was disqualified shall be extended for a
further period of ten years from such date, or such other further
period as the court, on the application of the prosecutor and
having regard to all the circumstances of the case, may order.

(3) In this section—

( a ) “company has meaning assigned to it by section 159, and
also includes any society registered under the Industrial and
Provident Societies Act, 1893 to 1978.

( b ) “disqualification order” has the meaning assigned to it by
section 159.

COMPANIES ACT 1990 – SECT 196
Powers of auditors in relation to subsidiaries.

196.—(1).Where a company (referred to in this section as “the
holding company”) has a subsidiary, then—

( a ) in case the subsidiary is a body corporate incorporated in
the State, it shall be the duty of the subsidiary and its auditors
to give to the auditors of the holding company such information and
explanations as those auditors may reasonably require for the
purposes of their duties as auditors of the holding company,

( b ) in any other case, it shall be the duty of the holding
company, if required by its auditors to do so, to take all such
steps as are reasonably open to it to obtain from the subsidiary
such information and explanations as aforesaid.

(2) If a company or an auditor fails to comply with subsection (1)
within five days of the making of the relevant requirement under
that subsection, the company and every officer thereof who is in
default, or the auditor, as the case may be, shall be guilty of
an offence.

(3) In a prosecution for an offence under this section, it shall
be a defence for the defendant to show that it was not reasonably
possible for him to comply with the requirement under subsection (1)
to which the offence relates within the time specified in subsection
(2) but that he complied therewith as soon as was reasonably
possible after the expiration of such time.

(4) A person guilty of an offence under this section shall be
liable to a fine.

COMPANIES ACT 1990 – SECT 197
Penalty for false statement to auditors.

197.—(1) An officer of a company who knowingly or recklessly makes
a statement to which this section applies that is misleading, false
or deceptive in a material particular shall be guilty of an
offence.

(2) This section applies to any statement made to the auditors of
a company (whether orally or in writing) which conveys, or purports
to convey, any information or explanation which they require under
the Companies Acts, or are entitled so to require, as auditors of
the company.

(3) An officer of a company who fails to provide to the auditors
of the company or of the holding company of the company, within
two days of the making of the relevant requirement, any information
or explanations that the auditors require as auditors of the company
or of the holding company of the company and that is within the
know ledge of or can be procured by the officer shall be guilty
of an offence.

(4) In a prosecution for an offence under this section, it shall
be a defence for the defendant to show that it was not reasonably
possible for him to comply with the requirement under subsection (3)
to which the offence relates within the time specified in that
subsection but that he complied therewith as soon as was reasonably
possible after the expiration of such time.

(5) In this section “officer”, in relation to a company, includes
any employee of the company.

COMPANIES ACT 1990 – SECT 198
Register of auditor.

198.—(1) The registrar of companies shall maintain a register
containing the names and addresses of persons who have been notified
(3) Every person who, immediately before the commencement of this
to him as qualified for appointment as auditor of a company or as
a public auditor.

(2) In this section and in section 199, “address”, in relation to
a person, means his usual residential or business address.

COMPANIES ACT 1990 – SECT 199
Transitional provisions concerning register.

199.—(1) Subject to subsection (2), a body of accountants whose
recognition has been renewed by the Minister under section 191(1) or
which has been recognised under section 191 (3) shall, within one
month after such renewal or recognition, deliver to the registrar of
companies the name and address of each of its members who is
qualified for appointment under the Companies Acts as auditor of a
company or as a public auditor.

(2) Without prejudice to the generality of subsection (1), a body
of accountants based outside the State, whose recognition is renewed
or granted as aforesaid, shall notify details of those of its
members who wish to practise in the State.

section, holds an authorisation from the Minister under the Companies
Acts to act as auditor of a company or as a public auditor
(otherwise than by virtue of membership of a recognised body of
accountants) shall, within one month after such commencement, deliver
his name and address to the registrar of companies.

(4) If default is made in complying with subsection (1), the body
of accountants concerned shall be guilty of an offence.

COMPANIES ACT 1990 – SECT 200
Duty to keep registrar informed.

200.—(1) Subject to subsection (2), where, by virtue of his becom
ing
a member of a body of accountants, a person (other than a person
registrar informed. referred to in section 199 (1)) becomes qualified

for appointment as auditor of a company or as a public auditor,
the body concerned shall, within one month of his becoming so
qualified, deliver his name and address to the registrar of

companies for inclusion in the register referred to in section 198.

(2) Without prejudice to the generality of subsection (1), a
recognised body of accountants based outside the State shall notify
details of those of its members who wish to practise in the State.

(3) Every person who, after the commencement of this section, is
granted an authorisation by the Minister under the Companies Acts to
act as auditor of a company or as a public auditor (otherwise than
by virtue of membership of a recognised body of accountants) shall,
within one month after such grant, deliver his name and address to
the registrar of companies.

(4) If default is made in complying with subsection (1), the body
of accountants concerned shall be guilty of an offence.

COMPANIES ACT 1990 – SECT 201
Power to make supplementary regulations.

any respect, any difficulty arises in regard to the implementation
Directive but no regulations shall be made under this subsection in

that—

company complies with the requirements of the Companies Acts, and
201.—(1) The Minister may make such supplementary regulations as he

considers necessary for the proper and effective implementation of
the Council Directive.

(2) Without prejudice to the generality of subsection (1), if, in
of the Directive, the Minister may by regulations do anything which
appears to him to be necessary or expedient for removing that
difficulty, and any such regulations may modify any provision of
this Part so far as may be necessary or expedient to implement the
relation to any provision of this Part after the expiration of 3
years commencing on the day on which the relevant provision of this
Part came into operation.

(3) Every regulation made by the Minister under this section shall
be laid before each House of the Oireachtas as soon as may be
after it is made and, if a resolution annulling the regulation is
passed by either House within the next 21 days on which that House
has sat after the regulation is laid before it, the regulation
shall be annulled accordingly, but without prejudice to the validity
of anything previously done thereunder.

COMPANIES ACT 1990 – SECT 202
Keeping of books of account.
202.—(1) Every company shall cause to be kept proper books of
account account, whether in the form of documents or otherwise,

( a ) correctly record and explain the transactions of the company,
( b ) will at any time enable the financial position of the
company to be determined with reasonable accuracy,

( c ) will enable the directors to ensure that any balance sheet,
profit and loss account or income and expenditure account of the

( d ) will enable the accounts of the company to be readily and
properly audited.

(2) The books of account of a company shall be kept on a
continuous and consistent basis, that is to say, the entries therein
shall be made in a timely manner and be consistent from one year
to the next.

financial year and all records of stocktakings from which any such
( d ) if the company’s business involves the provision of services,
(3) Without prejudice to the generality of subsections (1) and (2)
,
books of account kept pursuant to those subsections shall contain—

( a ) entries from day to day of all sums of money received and
expended by the company and the matters in respect of which the
receipt and expenditure takes place,

( b ) a record of the assets and liabilities of the company,

( c ) if the company’s business involves dealing in goods—

(i) a record of all goods purchased, and of all goods sold (except
those sold for cash by way of ordinary retail trade), showing the
goods and the sellers and buyers in sufficient detail to enable the
goods and the sellers and buyers to be identified and a record of
all the invoices relating to such purchases and sales,

(ii) statements of stock held by the company at the end of 3 each
statement of stock has been, or is to be, prepared, and

a record of the services provided and of all the invoices relating
thereto.

(4) For the purposes of subsections (1), (2) and (3), proper boo
ks
of account shall be deemed to be kept if they comply with those
subsections and give a true and fair view of the state of affairs
of the company and explain its transactions.

(5) Subject to subsection (6), the books of account shall be kept
at the registered office of the company or at such other place as
the directors think fit.

(6) If books of account are kept at a place outside the State,
there shall be sent to and kept at a place in the State and be
at all reasonable times open to inspection by the directors such
accounts and returns relating to the business dealt with in the
books of account so kept as will disclose with reasonable accuracy
the financial position of that business at intervals not exceeding 6
months and will enable to be prepared in accordance with the
Companies Acts the company’s balance sheet, its profit and loss
account or income and expenditure account and any document annexed
to any of those documents giving information which is required by
the said Acts and is thereby allowed to be so given.

(7) Books of account required by this section to be kept, and
accounts and returns referred to in subsection (6), shall be kept

either in written form in an official language of the State or so
as to enable the books of account and the accounts and returns to
be readily accessible and readily convertible into written form in
an official language of the State.

(8) A company shall make its books of account, and any accounts
and returns referred to in subsection (6), available in written form
in an official language of the State at all reasonable times for
inspection without charge by the officers of the company and by
other persons entitled pursuant to the Companies Acts to inspect the
books of account of the company.

(9) A record, being a book of account required by this section to
be kept or an account or return referred to in subsection (6),
shall be preserved by the company concerned for a period of at
least 6 years after the latest date to which it relates.

(10) A company that contravenes this section and a person who,
being a director of a company, fails to take all reasonable steps
to secure compliance by the company with the requirements of this
section, or has by his own wilful act been the cause of any
default by the company thereunder, shall be guilty of an offence:

Provided, however, that—

( a ) in any proceedings against a person in respect of an
offence under this section consisting of a failure to take
reasonable steps to secure compliance by a company with the
requirements of this section, it shall be a defence to prove that
he had reasonable grounds for believing and did believe that a
competent and reliable person was charged with the duty of ensuring
that those requirements were complied with and was in a position to
discharge that duty, and

( b ) a person shall not be sentenced to imprisonment for such an
offence unless, in the opinion of the court, the offence was
committed wilfully.

COMPANIES ACT 1990 – SECT 203
Liability of officers of company to penalty where proper books of
account not kept.

203.—(1) If—
in substantial uncertainty as to the assets and liabilities of the

( a ) a company that is being wound up and that is unable to
pay all of its debts, has contravened section 202, and

( b ) the court considers that such contravention has contributed
to the company’s inability to pay all of its debts or has resulted
company or has substantially impeded the orderly winding up thereof,

every officer of the company who is in default shall be guilty of
an offence and liable—

(i) on summary conviction, to a fine not exceeding £1,000 or to
imprisonment for a term not exceeding 6 months or to both, or

(ii) on conviction on indictment, to a fine not exceeding £10,000
or to imprisonment for a term not exceeding 5 years or to both.

(2) In a prosecution for an offence under this section it shall be
a defence for the person charged with the offence to show that—

( a ) he took all reasonable steps to secure compliance by the
company with section 202, or

( b ) he had reasonable grounds for believing and did believe that
a competent and reliable person, acting under the supervision or
control of a director of the company who has been formally
allocated such responsibility, was charged with the duty of ensuring
that that section was complied with and was in a position to
discharge that duty.
( a ) a company that is being wound up and that is unable to
in substantial uncertainty as to the assets and liabilities of the
(2) On the hearing of an application under this subsection, the

COMPANIES ACT 1990 – SECT 204
Personal liability of officers of company where proper books of
account not kept.

204.—(1) Subject to subsection (2), if—

pay all of its debts has contravened section 202, and

( b ) the court considers that such contravention has contributed
to the company’s inability to pay all of its debts or has resulted
company or has substantially impeded the orderly winding up thereof,

the court, on the application of the liquidator or any creditor or
contributory of the company, may, if it thinks it proper to do so,
declare that any one or more of the officers and former officers
of the company who is or are in default shall be personally
liable, without any limitation of liability, for all, or such part
as may be specified by the court, of the debts and other
liabilities of the company.

person bringing the application may himself give evidence or call
witnesses.

( 3 ) ( a ) Where the court makes a declaration under subsection
(1), it may give such directions as it thinks proper for the
purpose of giving effect to the declaration and in particular may
make provision for making the liability of any such person under
the declaration a charge on any debt or obligation due from the
company to him, or on any mortgage or charge or any interest in
any mortgage or charge on any assets of the company held by or
vested in him or any company or other person on his behalf, or
any person claiming as assignee from or through the person liable
under the declaration or any company or person acting on his
behalf, and may from time to time make such further order as may
be necessary for the purpose of enforcing any charge imposed under
this subsection.

( b ) In paragraph (a) “assignee” includes any person to whom or
in whose favour, by the directions of the person liable, the debt,
obligation, mortgage or charge was created, issued or transferred or
the interest created, but does not include an assignee for valuable
consideration (not including consideration by way of marriage) given
in good faith and without notice of any of the matters on the
ground of which the declaration is made.

(4) The court shall not make a declaration under subsection (1) in
respect of a person if it considers that—

( a ) he took all reasonable steps to secure compliance by the
company with section 202, or

( b ) he had reasonable grounds for believing and did believe that
a competent and reliable person, acting under the supervision or
control of a director of the company who has been formally
allocated such responsibility, was charged with the duty of ensuring
that that section was complied with and was in a position to
discharge that duty.

(5) This section shall have effect notwithstanding that the person
concerned may be criminally liable in respect of the matters on the
ground of which the declaration is to be made.

(6) In this section “officer”, in relation to a company, includes a
person who has been convicted of an offence under section 194, 197
or 242 in relation to a statement concerning the keeping of proper
books of account by the company.

COMPANIES ACT 1990 – SECT 205
Commencement of Part X.

205.—Each of the following provisions, that is to say sections 202
to 204 shall apply as respects the accounts of a company for each
financial year of the company beginning or ending after such date
after the commencement of the provision as may be specified by the
Minister by order.

COMPANIES ACT 1990 – PART XI
– ACQUISITION OF OWN SHARES AND SHARES IN HOLDING COMPANY

COMPANIES ACT 1990 – SECT 206
Interpretation.

206.—In this Part—

‘the Act of 1983’ means the Companies (Amendment) Act, 1983;

“company” means a company to which section 207 relates;

“distribution” has the meaning assigned to it by section 51 (2) of
the Act of 1983 (as amended by section 232 (d) and (e) of this
Act);

“redeemable shares” includes shares which are liable at the option
of the company or the shareholder to be redeemed.

COMPANIES ACT 1990 – SECT 207
Power to issue redeemable shares.

207.—(1) Subject to the provisions of this Part, a company limited
Power to issue by shares or limited by guarantee and having a
share capital may, so authorised by its articles, issue redeemable
shares and redeem them accordingly.

(2) The issue and redemption of shares by a company pursuant to
subsection (1) shall be subject to the following conditions—

redemption.
amount equal to—
company’s share premium account shall, not withstanding anything in
( a ) No redeemable shares shall be issued or redeemed at any
time when the nominal value of the issued share capital which is
not redeemable is less than one tenth of the nominal value of the
total issued share capital of the company.

( b ) No such shares shall be redeemed unless they are fully
paid.

( c ) The terms of redemption must provide for payment on
redemption.

( d ) (i) Subject to subparagraph (ii), no such shares shall be
redeemed otherwise than out of profits available for distribution.

(ii) Where the company proposes to cancel shares on redemption
pursuant to section 208, such shares may also be redeemed out of
the proceeds of a fresh issue of shares made for the purposes of

( e ) The premium, if any, payable on redemption, must, subject to
paragraph (f), have been provided for out of the said profits of
the company.

( f ) Where the shares were issued at a premium, any premium
payable on their redemption (being a redemption to which paragraph
(d) (ii) applies) may be paid out of the proceeds of a fresh
issue of shares made for the purposes of the redemption, up to an

(i) the aggregate of the premiums received by the company on the
issue of the shares redeemed, or

(ii) the current amount of the company’s share premium account
(including any sum transferred to that account in respect of
premiums on the new shares),

whichever is the less, and in any such case the amount of the
section 62 (1) of the Principal Act, be reduced by a sum
corresponding (or by sums in the aggregate corresponding) to the
amount of any payment made by virtue of this paragraph out of the
proceeds of the issue of the new shares.

(3) Subject to the provisions of this Part, the redemption of
shares may be effected on such terms and in such manner as may be

provided by the articles of the company.

COMPANIES ACT 1990 – SECT 208
Cancellation of shares on redemption.

208.—Shares redeemed pursuant to this Part may be cancelled on
shares on redemption. redemption, in which case the following
provisions shall apply as respects those shares:

( a ) The amount of the company’s issued share capital shall be
reduced by the nominal value of the shares redeemed but no such
cancellation shall be taken as reducing the amount of the company’s
authorised share capital.

( b ) Where the shares are—

(i) redeemed wholly out of the profits available for distribution,
or

(ii) redeemed wholly or partly out of the proceeds of a fresh
issue and the aggregate amount of those proceeds (disregarding any
part of those proceeds used to pay any premium on redemption) is
less than the aggregate nominal value of the shares redeemed (“the
aggregable difference”),

then a sum equal to, in the case of subparagraph (i), the nominal
amount of the shares redeemed and, in the case of subparagraph
(ii), the aggregable difference shall be transferred to a reserve
fund (“the capital redemption reserve fund”) and the provisions of
The Principal Act relating to the reduction of the share capital of
a company shall, except as provided in this section, apply as if
the capital redemption reserve fund were paid-up share capital of
the company.

( c ) Where a company—

(i) has redeemed and cancelled shares, or

(ii) is about to redeem shares and cancel them upon redemption,

it shall have the power to issue shares up to the nominal amount
of the shares redeemed or to be redeemed as if those shares had
never been issued and for the purposes of section 68 of the
Finance Act, 1973, shares issued by a company in place of shares
redeemed under this Part shall constitute a chargeable transaction
if, but only if, the actual value of the shares so issued exceeds
the actual value of the shares redeemed at the date of their
redemption and, where the issue of shares does constitute a
chargeable transaction for those purposes, the amount on which stamp
duty on the relevant statement relating to that transaction is
chargeable under section 69 of the Finance Act, 1973, shall be the
difference between—

(I) the amount on which the duty would be so chargeable if the
shares had not been issued in place of shares redeemed under this
section, and

(II) the value of the shares redeemed at the date of their
redemption.

( d ) Where new shares are issued before the redemption of the
old shares, the new shares shall not, so far as relates to stamp
duty, be deemed to have been issued in pursuance of paragraph (c)
unless the old shares are redeemed within one month after the issue
of the new shares

( e ) The capital redemption reserve fund may, notwithstanding
anything in this section, be applied by the company in paying up
unissued shares of the company (other than redeemable shares) to be
allotted to members of the company as fully paid bonus shares.

COMPANIES ACT 1990 – SECT 209
Treasury shares.

209.—(1) Subject to the provisions of this section, a company may
instead of cancelling shares upon their redemption hold them (as
“treasury shares”) and shares so held may be dealt with by the
company in the manner provided for in subsection (4) but not
otherwise.

( 2 ) ( a ) The nominal value of treasury shares held by a
company may not, at any one time, exceed ten per cent of the
nominal value of the issued share capital of the company.

( b ) For the purposes of paragraph (a), the following shall also
be deemed to be shares held by the company—

(i) shares held in the company by any subsidiary in pursuance of
section 224, and

(ii) shares held in the company by any subsidiary in pursuance of
section 9 of the Insurance Act, 1990, and

(iii) shares held in the company by any person acting in his own
name but on the company’s behalf.

(3) For so long as the company holds shares as treasury shares—

( a ) the company shall not exercise any voting rights in respect
of those shares and any purported exercise of those rights shall be
void; and

( b ) no dividend or other payment (including any payment in a
winding up of the company) shall be payable to the company in
respect of those shares.

(4) Treasury shares may either be—

( a ) cancelled by the company in which case the provisions of
section 208 shall apply as if the shares had been cancelled on
redemption, or

( b ) subject to subsections (5) and (6), may be re-issued as
shares of any class or classes.

(5) A re-issue of shares under this section shall be deemed for
all the purposes of the Companies Acts to be an issue of shares
but the issued share capital of the company shall not be regarded
for any purpose (including the purposes of any enactments relating
to stamp duties) as having been increased by the re-issue of the
shares.

( 6 ) (a) The maximum and minimum prices at which treasury shares
may be re-issued off-market (“the re-issue price range”) shall be
determined in advance by the company in general meeting in
accordance with paragraphs (b), (c) and (d) and such determination

may fix different maximum and minimum prices for different shares.

( b ) Where the treasury shares to be re-issued are derived in
whole or in part from shares purchased by the company in accordance
with the provisions of this Part the re-issue price range of the
whole or such part (as the case may be) of those shares shall be
determined by special resolution of the company passed at the
meeting at which the resolution authorising the said purchase has
been passed and such determination shall, for the purposes of this
subsection, remain effective with respect to those shares for the
requisite period.

( c ) Where the treasury shares to be re-issued are derived in
whole or in part from shares redeemed by the company in accordance
with the provisions of this Part the re-issue price range of the
whole or such part (as the case may be) of those shares shall be
determined by special resolution of the company passed before any
contract for the re-issue of those shares is entered into and such
determination shall, for the purposes of this subsection, remain
effective with respect to those shares for the requisite period.

( d ) The company may from time to time by special resolution
vary or renew a determination of re-issue price range under
paragraph (b) or (c) with respect to particular treasury shares
before any contract for re-issue of those shares is entered into
and any such variation or renewal shall, for the purposes of this
subsection, remain effective as a determination of the re-issue price
range of those shares for the requisite period.

( e ) (i) For the purposes of determining in this subsection
whether treasury shares are re-issued off-market, the provisions of
section 212 (off-market and market purchases) shall have effect with
the substitution of the words “re-issue”, “off-market re-issue” and
“reissued” respectively for the words “purchase”, “off market
purchase” and “purchased” in subsection (1) ( a ) of that section.

(ii) In this subsection, “the requisite period” means the period of
eighteen months from the date of the passing of the resolution
determining the re-issue price range or varying or renewing (as the
case may be) such determination or such lesser period of time as
the resolution may specify.

(7) A re-issue by a company of treasury shares in contravention of
any of the provisions of subsection (6) shall be unlawful.

COMPANIES ACT 1990 – SECT 210
Power to convert shares into redeemable shares.

210.—(1) Subject to subsections (2), (3), (4) and (5) and t
he
provisions of the Companies Acts governing the variation of rights
attached to classes of shares and the alteration of a company’s
memorandum or articles, a company may convert any of its shares
into redeemable shares.

issued share capital which is not redeemable would be less than one
(i) otherwise than on a recognised stock exchange, or
(2) A conversion of shares under subsection (1) shall not have
effect with respect to any shares, the holder of which notifies the
company, before the date of conversion, of his unwillingness to have
his shares converted but, subject to that and the other provisions
of this section, the conversion shall have effect according to its
terms.

(3) Subsection (2) shall not, where a shareholder objects to a
conversion, prejudice any right he may have under the Companies Acts
or otherwise to invoke the jurisdiction of the court to set aside
the conversion or otherwise provide relief in respect thereof.

(4) No shares shall be converted into redeemable shares if as a
result of the conversion the nominal value of the issued share
capital which is not redeemable would be less than one tenth of
the nominal value of the total issued share capital of the company.

(5) The provisions of sections 207, 208 and 209 shall apply to
shares which have been converted into redeemable shares under this
section.

COMPANIES ACT 1990 – SECT 211
Power of company to purchase own shares.

211.—(1) Subject to the following provisions of this Part, a compan
y
may, if so authorised by its articles, purchase its own shares
(including any redeemable shares).

(2) Sections 207 (2), 208 and 209 shall apply in relation to the
purchase by a company under this section of any of its own shares
as those sections apply in relation to the redemption of shares by
a company under section 207.

(3) A company shall not purchase any of its shares under this
section if as a result of such purchase the nominal value of the
tenth of the nominal value of the total issued share capital of
the company.

COMPANIES ACT 1990 – SECT 212
Off-market and market purchases.

212.—(1) For the purposes of sections 213 and 215, a purchase by
market purchases. a company of its own shares is

( a ) an “off-market purchase” if the shares are purchased either

(ii) on a recognised stock exchange but are not subject to a
marketing arrangement on that stock exchange,

Authority for off-market.
( b ) a “market purchase” if the shares are purchased on a
recognised stock exchange and are subject to a marketing arrangement.

(2) For the purposes of subsection (1), a company’s shares are
subject to a marketing arrangement on a recognised stock exchange if
either

( a ) they are listed on that stock exchange, or

( b ) the company has been afforded facilities for dealings in
those shares to take place on that stock exchange without prior
permission for individual transactions from the authority governing
that stock exchange and without limit as to the time during which
those facilities are to be available.

COMPANIES ACT 1990 – SECT 213

213.—(1) A company shall not make an off-market purchase of its own

shares otherwise than in pursuance of a contract authorised in
advance in accordance with this section.

(2) The terms of the proposed contract of purchase shall be
authorised by special resolution before the contract is entered into
and any such authority may be varied, revoked or from time to time
renewed by special resolution.

(3) A special resolution under subsection (2) shall not be effective

for the purposes of this section if any member of the company
holding shares to which the resolution relates exercises the voting
rights carried by any of those shares in voting on the resolution
and the resolution would not have been passed if he had not done
so.

(4) Notwithstanding anything contained in section 137 of the
Principal Act or in a company’s articles, any member of the company
may demand a poll on a special resolution under subsection (2).

(5) A special resolution under subsection (2) shall not be effective

unless a copy of the proposed contract of purchase or, if the
contract is not in writing, a written memorandum of its terms is
available for inspection by members of the company both—

( a ) at the registered office of the company for not less than
the period of 21 days ending with the date of the meeting at
which the resolution is passed, and

( b ) at the meeting itself.

(6) Any memorandum of the terms of the contract of purchase made
available for the purposes of this section must include the names
of any members holding shares to which the contract relates, and
any copy of the contract made available for those purposes must

have annexed to it a written memorandum specifying any such names
which do not appear in the contract itself.

(7) A company may agree to a variation of an existing contract of
purchase approved under this section only if the variation is
authorised by special resolution of the company before it is agreed
to, and subsections (2) to (5) shall apply in relation to that
authority save that a copy or memorandum (as the case may require)
of the existing contract must also be available for inspection in
accordance with subsection (5).

COMPANIES ACT 1990 – SECT 214
Contingent purchase contract.

214.—(1) In this section “contingent purchase contract” means a
contract entered into by a company and relating to any of its
paid for the shares.
shares which does not amount to a contract to purchase those shares
but under which the company may become entitled or obliged to
purchase those shares.

(2) A company shall only make a purchase of its own shares in
pursuance of a contingent purchase contract if the terms of the
contract have been authorised by a special resolution of the company
before the contract is entered into and subsections (2) to (7) of
section 213 shall apply to such contract and resolution.

COMPANIES ACT 1990 – SECT 215
Authority for market purchase.

215.—(1) A company shall not make a market purchase of its own
shares unless the purchase has first been authorised by the company
in general meeting and any such authority may be varied, revoked or
from time to time renewed by the company in general meeting. This
subsection shall not be construed as requiring any particular
contract for the market purchase of shares to be authorised by the
company in general meeting and for the purposes of this Part where
a market purchase of shares has been authorised in accordance with
this section any contract entered into pursuant to that authority in
respect of such a purchase shall be deemed also to be so
authorised.

(2) section 143 of the Principal Act shall apply to a resolution
under subsection (1).

(3) In the case of a public limited company, any authority granted
under subsection (1) shall

( a ) specify the maximum number of shares authorised to be
acquired; and

( b ) determine both the maximum and minimum prices which may be

(4) A resolution to which subsection (3) applies may determine
either or both the prices mentioned in paragraph (b) of that
subsection by—

( a ) specifying a particular sum; or

( b ) providing a basis or formula for calculating the amount of
the price in question without reference to any person’s discretion
or opinion.

COMPANIES ACT 1990 – SECT 216
Duration of authority granted by public limited companies to purchase
own shares.

216.—(1) Without prejudice to the generality of sections 213, 214
and 215, in the case of a public limited company, any authority
granted under those sections shall specify the date on which the
authority is to expire which shall not be later than 18 months
after the date on which the special resolution or ordinary
resolution, as the case may be, granting the authority is passed.

(2) A public limited company may make a purchase after the expiry
of any time limit imposed by virtue of subsection (1) in any case
where the contract of purchase was concluded before the authority
expired and the terms of the authority permit the company to make
a contract of purchase which would or might be executed wholly or
partly after the authority expired.

COMPANIES ACT 1990 – SECT 217
Assignment or release of company’s right to purchase own shares.

217.—(1) Any purported assignment of the rights of a company under
any contract authorised under section 213, 214 or 215 shall be
void.

(2) Nothing in subsection (1) shall prevent a company from releasing

its right under any contract authorised under section 213, 214 or
215 provided that, in the case of a contract authorised under
section 213 or 214, the release has been authorised by special
resolution of the company before the release is entered into, and
any such purported release by a company which has not been
authorised as aforesaid shall be void.

(3) Subsections (2) to (7) of section 213 shall apply to a
resolution under subsection (2).

COMPANIES ACT 1990 – SECT 218
Incidental payments with respect to purchase of own shares.

218.—(1) Any payment made by a company in consideration of—

( a ) acquiring any right with respect to the purchase of its own
shares in pursuance of a contract authorised under section 214, or

( b ) the variation of a contract authorised under section 213 or
214, or

( c ) the release of any of the company’s obligations with respect
to the purchase of any of its own shares under a contract
authorised under section 213, 214 or 215

shall be unlawful if any such payment is made otherwise than out
of distributable profits of the company.

( a ) in a case to which paragraph (a) of that subsection
shares to which this section applies have not been redeemed or

(2) If the requirements of subsection (1) are not satisfied in
relation to a contract—

applies, no purchase by the company of its own shares in pursuance
of that contract shall be lawful under this Part;

( b ) in a case to which paragraph (b) of that subsection
applies, no such purchase following the variation shall be lawful
under this Part; and

( c ) in a case to which paragraph (c) of that subsection
applies, the purported release shall be void.

COMPANIES ACT 1990 – SECT 219
Effect of company’s failure to redeem or purchase.

219.—(1) This section applies to—

( a ) redeemable shares issued after the coming into operation of
or purchase. this Part;

( b ) shares which have been converted into redeemable shares
pursuant to section 210; and

( c ) shares which a company has agreed to purchase pursuant to
section 213, 214 or 215.

(2) Without prejudice to any other right of the holder of any
shares to which this section applies a company shall not be liable
in damages in respect of any failure on its part to redeem or
purchase any such shares.

(3) The court shall not grant an order for specific performance of
the terms of redemption or purchase of the shares to which this
section applies if the company shows that it is unable to meet the
cost of redeeming or purchasing the shares out of profits available
for distribution.,

(4) Where at the commencement of the winding up of a company any
purchased then, subject to subsections (5), (6) and (7), the terms

of redemption or purchase may be enforced against the company and
the shares when so redeemed or purchased under this subsection shall
be treated as cancelled.

(5) Subsection (4) shall not apply if

( a ) the terms of redemption or purchase provided for the
redemption or purchase to take place at a date later than that of
the commencement of the winding-up, or
( b ) during the period beginning with the date on which the
redemption or purchase was to have taken place and ending with the

commencement of the winding-up the company could not at any time
have lawfully made a distribution equal in value to the price at
which the shares were to have been redeemed or purchased.

(6) There shall be paid in priority to any amount for which the
company is liable by virtue of subsection (4) to pay in respect of
any shares—

( a ) all other debts and liabilities of the company other than
any due to members in their character as such, and

( b ) if other shares carry rights, whether as to capital or to
income, which are preferred to the rights as to capital attaching
to the first mentioned shares, any amount due in satisfaction of
those preferred rights,

but subject as aforesaid, any such amount shall be paid in priority
to any amounts due to members in satisfaction of their rights
(whether as to capital or income) as members.

(7) Where by virtue of the application by section 284 of the
Principal Act of the rules of bankruptcy in the winding-up of
insolvent companies a creditor of a company is entitled to payment
of any interest only after payment of all other debts of the
company, the company’s debts and liabilities shall for the purposes
of subsection (6) include the liability to pay that interest.

distribution.
COMPANIES ACT 1990 – SECT 220
Redemption of existing redeemable preference shares.

220.—section 64 of the Principal Act is hereby repealed but any
redeemable preference shares issued by a company limited by shares
before the coming into operation of this Part which could but for
the repeal of section 64 have been redeemed under that section
shall be subject to redemption in accordance with the provisions of
this Part save that any premium payable on redemption may,
notwithstanding section 207 (2) (e) and (f), be paid out of the
share premium account instead of out of profits or may be paid
partly out of that account and partly out of profits available for

COMPANIES ACT 1990 – SECT 221
Construction of reference to redeemable preference shares.

221.—A references to redeemable preference shares. in—

( a ) section 69 (1) ( e ) of, and the Second, Third, Fourth
and Sixth Schedules to, The Principal Act, and

( b ) section 55 (1) ( h ) of the Act of 1983,

shall be construed as a reference to redeemable shares.

COMPANIES ACT 1990 – SECT 222
Retention and inspection of documents.

222.—(1) Every company which enters into a contract under section.

213, 214 or 215 shall, until the expiration of ten years after the
contract has been fully performed, keep at its registered office a
copy of that contract or, if it is not in writing, a memorandum
of its terms.

(2) Every document required to be kept under subsection (1) shall
during business hours (subject to such reasonable restrictions as the
company in general meeting may impose, so that not less than 2
hours in each day be allowed for inspection) be open to the
inspection of any member and, if the company is a public limited
company, of any other person.

(3) If a company fails to comply with this section, the company
and every officer of the company who is in default shall be guilty
of an offence.

(4) In the case of a refusal of an inspection of a document
required under subsection (2), the court may, on the application of
a person who has requested an inspection and has been refused, by
order require the company to allow the inspection of that document.

COMPANIES ACT 1990 – SECT 223
Application of section 108 (6) to dealings by company in its own
securities.

223.—Subsection (6) of , section 108, in its application to dealing
s
by a company in its own securities, shall not preclude a company
from dealing in its own shares at any time by reason only of
information in the possession of an officer of that company if—
( a ) The consideration for the acquisition of such shares shall

( a ) the decision to enter into the transaction was taken on its
behalf by a person other than the officer, and

( b ) the information was not communicated to that person and no
advice relating to the transaction was given to him by a person in
possession of the information.

COMPANIES ACT 1990 – SECT 224
Holding by subsidiary of shares in its holding company.

224.—(1) Notwithstanding sections 32 and 60 of the Principal Act a
company may, subject to the provisions of this section, acquire, and
hold shares in a company which is its holding company

(2) The acquisition and holding by a subsidiary under subsection (1)

of shares in its holding company shall be subject to the following
conditions:

be provided for out of the profits of the subsidiary available for
distribution.

( b ) Upon the acquisition of such shares and for so long as the
shares are held by the subsidiary—

(i) the profits of the subsidiary available for distribution shall
for all purposes be restricted by a sum equal to the total cost

of the shares acquired;

(ii) the shares shall, for the purposes of the consolidated accounts
prepared by the holding company in accordance with sections 150 to
152 of The Principal Act, be treated in the same manner as is
required in respect of shares held as treasury shares under section
43A of the Act of 1983 (inserted by section 232 (c) of this Act);
and.

(iii) the subsidiary shall not exercise any voting rights in respect
of the shares and any purported exercise of those rights shall be
void.

(3) A contract for the acquisition (whether by allotment or
transfer) by a subsidiary of shares in its holding company shall
not be entered into without being authorised in advance both by the
subsidiary and its holding company and the provisions of sections
212 to 217217 shall apply, with the necessary modifications, to the
granting, variation, revocation and release of such authority.

(4) For the purposes of this section, a subsidiary’s profits
available for distribution shall not include the profits attributable
to any shares in the subsidiary for the time being held by the
subsidiary’s holding company so far as they are profits for the
period before the date on or from which the shares were acquired
by the holding company.

(5) This section shall not apply to shares held by a subsidiary in
its holding company in the circumstances permitted by section 32 of
the Principal Act.

(6) This section, except subsection (2) (b) (iii), shall not app
ly
to shares subscribed for, purchased or held by a subsidiary in its
holding company pursuant to section 9 (1) of the Insurance Act,
1990.

COMPANIES ACT 1990 – SECT 225
Civil liability for improper purchase in holding company.

225.—(1) Where the winding-up of a company which has acquired share
s
in its holding company in accordance with section 224 commence
within six months after such acquisition and the company is at the
time of the commencement of the winding-up unable to pay its debts
(taking into account the contingent and prospective liabilities),the
court, on the application of a liquidator, creditor, employee or
contributory of the company, may subject to subsection (2), declare
that the directors of the company shall be jointly and severally
liable to repay to the company the total amount paid by the
company for the shares.

(2) Where it appears to the court that any person in respect of
whom a declaration has been sought under subsection (1) believed on
reasonable grounds that the said purchase was in the best interests
of the company, the court may relieve him, either wholly or in
part, from personal liability on such terms as it may think fit.

COMPANIES ACT 1990 – SECT 226

Return to be made to registrar.

226.—(1) Every company which has purchased shares pursuant to this
Part shall, within 28 days after delivery to the company of those
shares, deliver to the registrar for registration a return in the
prescribed form stating with respect to shares of each class
purchased the number and nominal value of those shares and the date
on which they were delivered to the company.

(2) In the case of a public limited company, the return shall also
state—

( a ) the aggregate amount paid by the company for the shares,
and

( b ) the maximum and minimum prices paid in respect of each
class purchased.

(3) Particulars of shares delivered to the company on different
dates and under different contracts may be included in a single
return to the registrar, and in such a case the amount required to
be stated under subsection (2) (a) shall be the aggregate amount
paid by the company for all the shares to which the return
relates.

(4) If a company fails to comply with the requirements of this
section, the company and every officer who is in default shall be
guilty of an offence.

(5) Summary proceedings in relation to an offence under this section
may be brought and prosecuted by the registrar of companies.

COMPANIES ACT 1990 – SECT 227
Amendment of section 89 of the Principal Act.

purported compliance with Part XI of the Companies Act, 1990, and
227.—The following section is hereby substituted for section 89 of
the Principal Act:

“Validation of invalid issue, redemption or purchase of shares.

89.—(1) If a company has created or issued shares in its capital
or acquired any of its shares by a redemption or purchase in
if there is reason to apprehend that such shares were invalidly
created, issued or acquired as aforesaid, the court may, on the
application of the company, any holder or former holder of such
shares or any member or former member or creditor, or the
liquidator, of the company, declare that such creation, issue or
acquisition shall be valid for all purposes if the court is
satisfied that it would be just and equitable to do so and
thereupon such shares shall from the creation, issue or acquisition
thereof, as the case may be, be deemed to have been validly
created, issued or acquired.

(2) Where shares have been redeemed or purchased in contravention of
paragraph (d), (e) or (f) of section 207 (2) or section 207 (3)

of the Companies Act, 1990, then the court shall not make a

declaration under subsection (1) above in respect of those shares.

(3) The grant of relief by the court under this section shall, if
the court so directs, not have the effect of relieving the company
or its officers of any liability incurred under section 41 (3) of
the Companies (Amendment) Act, 1983.”.

COMPANIES ACT 1990 – SECT 228
Regulations as to purchase of shares.

228.—(1) The Minister may make regulations governing the purchase b
y
companies of their own shares or of shares in their holding company
and the sale by companies of their own shares held as treasury
shares and such regulations may relate to companies in general or
to a particular category or class of company.

(2) Without prejudice to the generality of subsection (1),
regulations under this section may provide for in particular—

( a ) the class or description of shares which may (or may not)
be purchased or sold,

( b ) the price at which they may be purchased or sold,

( c ) the timing of such purchases or sales,

( d ) the method by which the shares may be purchased or sold,
and

( e ) the volume of trading in the shares which may be carried
out by companies.

(3) If a company fails to comply with the provisions of regulations
made under this section, the company and every officer who is in
default shall be guilty of an offence.

COMPANIES ACT 1990 – SECT 229
Duty of company to notify stock exchange.

229.—(1) Whenever shares for which dealing facilities are provided
on
a recognised stock exchange have been purchased either by the
company which issued the shares or by a company which is that
company’s subsidiary, the company whose shares have been purchased
shall be under an obligation to notify that stock exchange of that
matter; and the stock exchange may publish, in such manner as it
may determine, any information received by it under this subsection.

(2) An obligation imposed by subsection (1) shall be fulfilled
before the end of the day next following that on which it arises.

(3) If default is made in complying with this section, the company
and every officer of the company who is in default shall be guilty
of an offence.

COMPANIES ACT 1990 – SECT 230
Duty of stock exchange in relation to unlawful purchases.

230.—(1) If it appears to a relevant authority of a recognised
stock exchange that a company in the case of whose shares dealing
facilities relation to have been provided on that stock exchange has
committed an offence under section 228 or 229, such authority shall
forthwith report the matter to the Director of Public Prosecutions
and shall furnish to the Director of Public Prosecutions such
information and give to him such access to and facilities for
inspecting and taking copies of any documents, being information or
documents in the possession or under the control of such authority
and relating to the matter in question, as the Director of Public
Prosecutions may require.

(2) Where it appears to a member of a recognised stock exchange
that any person has committed an offence under section 228 or 229,.
he shall report the matter forthwith to a relevant authority of the
recognised stock exchange concerned, who shall thereupon come under
the duty referred to in subsection (1).

(3) If it appears to a court in any proceedings that any person
has committed an offence as aforesaid, and that no report relating
to the matter has been made to the Director of Public Prosecutions
under subsection (1), that court may, on the application of any
person interested in the proceedings concerned or of its own motion,
direct the relevant authority of the recognised stock exchange
concerned to make such a report, and on a report being made
accordingly, this section shall have effect as though the report had
been made in pursuance of subsection (1).

(4) If, where any matter is reported or referred to the Director
of Public Prosecutions under this section, he considers that the
case is one in which a prosecution ought to be instituted and
institutes proceedings accordingly, it shall be the duty of a
relevant authority of the recognised stock exchange concerned, and of
every officer of the company whose shares are concerned, and of any
other person who appears to the Director of Public Prosecutions to
have relevant information (other than any defendant in the
proceedings) to give all assistance in connection with the
alleged offence under section 228 or 229, that there are
prosecution which he or they are reasonably able to give.

(5) If it appears to the Minister, arising from a complaint to a
relevant authority of a recognised stock exchange concerning an
circumstances suggesting that

( a ) the relevant authority ought to use its powers under this
section but has not done so, or

( b ) that a report ought to be made to the Director of Public
Prosecutions under subsection (1), but that the relevant authority
concerned has not so reported,

he may request the relevant authority to use such powers or make
such a report, and on a report being made accordingly, this section
shall have effect as though the report had been made in pursuance
of subsection (1).

(6) Where the Minister makes a request under subsection (5), the

relevant authority concerned shall communicate the results of its
investigations, or a copy of its report under subsection (1), as
the case may be, to the Minister.

(7) A relevant authority of a recognised stock exchange shall not
be liable in damages in respect of anything done or omitted to be
done by the authority in connection with the exercise by it of its
functions under this section unless the act or omission complained
of was done or omitted to be done in bad faith.

(8) For the purposes of this section each of the following shall
be a “relevant authority” in relation to a recognised stock
exchange—

(i) its board of directors, committee of management or other
management body,

(ii) its manager, however described.

(9) A relevant authority shall have the same powers and duties for
the purposes of this section as it has under sections 117 and 120.

(10) Where the Minister considers it necessary or expedient to do
so for the proper and effective administration of this section, he
may make such regulations as he thinks appropriate in relation to—

( a ) the powers of authorised persons, or

( b ) the matters in respect of which, or the persons from whom,
authorised persons may require information under section 117, as
applied by subsection (9).

COMPANIES ACT 1990 – SECT 231
Amendments to the Principal Act in respect of share capital.

231.—(1) The Principal Act is hereby amended—

( a ) in section 62 (1) by the insertion after “except as
provided in this section” of “and section 207 (2) of the Companies
Act, 1990,”;

( b ) in section 62 (2) by the deletion of “preference” where it
first appears and the insertion after “on redemption of any
redeemable preference shares” of “in pursuance of section 220 of the
Companies Act, 1990, “; and

( c ) in section 72 (1) by the deletion of “to purchase any of
its shares or”.

(2) The Sixth Schedule to The Principal Act is hereby amended by
the substitution of the following subparagraph for subparagraph (d) 5
of paragraph 12:

“( d ) the amounts respectively provided for purchase of the
company’s share capital, for redemption of share capital and for
redemption of loans;”.

COMPANIES ACT 1990 – SECT 232
Amendments to the Act of 1983.

232.—The Act of 1983 is hereby amended—

( a ) by the substitution in section 41 (4) of the following
paragraph for paragraph ( a ):

“( a ) the redemption of preference shares in pursuance of section
65 of the Principal Act or the redemption or purchase of shares in
pursuance of Part XI of the Companies Act, 1990,”

( b ) by the deletion of section 43 (13);

( c ) by the insertion after section 43 of the following new
section:

“Accounting for own shares

43A.—Where a company or a nominee of a company holds shares in the
company or an interest in such shares, such shares shall not be
shown in the balance sheet of the company as an asset, but—

( a ) the deduction of the cost of the acquired shares from the
profits available for distribution, and

( b ) the nominal value of such shares,

shall be disclosed in the notes to the accounts and the profits
available for distribution shall accordingly be restricted by the
amount of such deduction.”;

( d ) by the substitution in section 51 (2) of the following
shares made for the purposes of redemption;”; and
account on a redemption pursuant to section 220 in the said Part;”.
Amendments to the Companies (Amendment) Act, 1986,.
paragraph for paragraph (b):

“( b ) the redemption of preference shares pursuant to section 65
of the Principal Act out of the proceeds of a fresh issue of

( e ) by the addition of the following paragraph after the
paragraph inserted by paragraph (d):

“( bb ) the redemption or purchase of shares pursuant to Part XI
of the Companies Act, 1990 out of the proceeds of a fresh issue
of shares made for the purposes of the redemption or purchase and
the payment of any premium out of the company’s share premium

COMPANIES ACT 1990 – SECT 233

233.—(1) Section 14 of the Companies (Amendment) Act, 1986, is
hereby amended—

( a ) in paragraph (vi) by the substitution of “acquisition or
disposal” for “disposal”; and

( b ) by the insertion of the following paragraph after paragraph
(vi):

“(vii) the reasons for the acquisition, lien or charge, as the case
may be.”.

(2) Part I of the Schedule to the Companies (Amendment) Act, 1986,
is hereby amended—

( a ) by the deletion in Format 1 of the balance sheet formats
of items A .III .7, B. III. 2 and H.I.V. 2;

( b ) by the deletion in Format 2 of the balance sheet formats—

(i) under “Assets”, of items A. III. 7 and B. M.2 (Assets), and.

(ii) under “Liabilities”, of item A. IV. 2; and

( c ) by the deletion of note (3) in the notes on the balance
sheet formats following the aforesaid formats.

(3) Part IV of the Schedule to the Companies (Amendment) Act, 1986,
is hereby amended—

( a ) by the insertion of the following paragraph after paragraph
32:

“32A. Particulars of any restriction on profits available for
distribution by virtue of section 224 (2) (b) (i) of the Companies

Act, 1990, must also be stated.”; and

( b ) by the substitution of the following subparagraph for
subparagraph (3) of paragraph 39:

“(3) The amounts respectively provided for the purchase of the
company’s share capital, for redemption of share capital and for
redemption of loans.”.

COMPANIES ACT 1990 – SECT 234
Offences under this Part.

234.—(1) A company which contravenes any of the following provision
s
shall be guilty of an offence, namely sections 207 to 211211, 218
and 222 to 224.

(2) Section 241 shall apply to an offence under this Part.

COMPANIES ACT 1990 – PART XII
– GENERAL

COMPANIES ACT 1990 – SECT 235
Amendment of section 2 of the Principal Act.

235.—(1) Unless the context otherwise requires, “the court”, used i
n
any provision of the Companies Acts in relation to a company, means

( a ) the High Court, or

( b ) where another court is prescribed for the purposes of that
provision, that court

(2) The definition of “the court” in subsection (1) is in
substitution for the definition in section 2 (1) of the Principal
Act.

COMPANIES ACT 1990 – SECT 236
Qualifications of secretary of public limited company.

236.—It shall be the duty of the directors of a public limited
company to take all reasonable steps to secure that the secretary
(or each joint secretary) of the company is a person who appears
to them to have the requisite knowledge and experience to discharge
the functions of secretary of the company and who—

( a ) on the commencement of this section held the office of
secretary of the company; or

( b ) for at least three years of the five years immediately
preceding his appointment as secretary held the office of secretary
of a company; or

( c ) is a member of a body for the time being recognised for
the purposes of this section by the Minister; or

( d ) is a person who, by virtue of his holding or having held
any other position or his being a member of any other body,
appears to the directors to be capable of discharging those
functions.

COMPANIES ACT 1990 – SECT 237
Qualifications of liquidators and receivers.

237.—(1) The Minister may, if he considers it necessary or expedien
t
to do so in the interests of the orderly and proper regulation of
the winding-up of companies generally, by regulations add to the
fist of persons in section 300A of the Principal Act (inserted by
section 146) who shall not be qualified for appointment as
liquidator of a company.

(2) The Minister may, if he considers it necessary or expedient to
do so in the interests of the orderly and proper regulation of
receiverships generally, by regulations add to the list of persons
in section 315 of the Principal Act (inserted by section 170) who
shall not be qualified for appointment as receiver of the property
of a company.

(3) Every regulation made by the Minister under this section shall
be laid before each House of the Oireachtas as soon as may be
after it is made and, if a resolution annulling the regulation is
passed by either House within the next 21 days on which that House
has sat after the regulation is laid before it, the regulation
shall be annulled accordingly, but without prejudice to the validity
of anything previously done thereunder.

COMPANIES ACT 1990 – SECT 238
Amendment of section 61 of the Principal Act.

238.—section 61 of the Principal Act is hereby amended by the
insertion after subsection (2) of the following subsection:

“(3) As respects debentures which, under the terms of issue, must
be repaid within five years of the date of issue, an offer for
subscription or sale to a person whose ordinary business is to buy
or sell shares or debentures (whether as principal or agent) shall
not be deemed an offer to the public for the purposes of this
Part.”.

COMPANIES ACT 1990 – SECT 239
Power to make regulations for transfer of securities.

239.—(1) The Minister may make provision by regulations for enablin
g
title to securities to be evidenced and transferred without a
written instrument.

(2) In this section—

( a ) “securities” means shares, stock, debentures, debenture stock,
loan stock, bonds, units in undertakings for collective investments
in transferable securities within the meaning of the European
Communities (Undertakings for Collective Investment in Transferable
Securities) Regulations, 1989 (S.I. No. 78 of 1989), and other
securities of any description;

( b ) references to title to securities include any legal or
equitable interest in securities; and

( c ) references to a transfer of title include a transfer by way
of security.

(3) The regulations may make provision—

( a ) for procedures for recording and transferring title to
securities, and

( b ) for the regulation of those procedures and the persons
responsible for or involved in their operation, and

( c ) for dispensing with the obligations of a company under
section 86 of the Principal Act to issue certificates and providing
for alternative procedures.

(4) The regulations shall contain such safeguards as appear to the
Minister appropriate for the protection of investors and for ensuring
that competition is not restricted, distorted or prevented.

( 5 ) ( a ) The regulations may for the purpose of enabling or
facilitating the operation of the new procedures make provision with
respect to the rights and obligations of persons in relation to
securities dealt with under the procedures.

( b ) The regulations shall be framed so as to secure that the

rights and obligations in relation to securities dealt with under
the new procedures correspond, so far as practicable, with those
which would arise apart from any regulations under this section.

( 6 ) ( a ) The regulations may include such supplementary,
incidental and transitional provisions as appear to the Minister to
be necessary or expedient.

( b ) In particular, provision may be made for the purpose of
giving effect to—

(i) the transmission of title of securities by operation of law;

(ii) any restriction on the transfer of title to securities arising
by virtue of the provisions of any enactment or instrument, court
order or agreement;

(iii) any power conferred by any such provision on a person to
deal with securities on behalf of the person entitled.

(7) The regulations may for the purposes mentioned in this section
make provision with respect to the persons who are to be
responsible for the operation of the new procedures and for those
purposes may empower the Minister to delegate to any person willing
and able to discharge them any functions of his under the
regulations.

(8) The regulations may make different provision for different cases.

(9) Every regulation made under this section shall be laid before
each House of the Oireachtas as soon as may be after it is made
and if a resolution annulling the regulation is passed by either
such House within the next twenty-one days on which that House has
sat after the regulation is laid before it, the regulation shall be
annulled accordingly, but without prejudice to the validity of
anything previously done thereunder.

COMPANIES ACT 1990 – SECT 240
Offences.

240.—(1) A person guilty under any provision of the Companies Acts
of an offence for which no punishment is specifically provided shall
be liable—

( a ) on summary conviction, to a fine not exceeding £1,000 or,
at the discretion of the court, to imprisonment for a term not
exceeding 12 months or to both, or

( b ) on conviction on indictment, to a fine not exceeding £10,000
or, at the discretion of the court, to imprisonment for a term not
exceeding 3 years or to both.

(2) A person guilty under any provision of the Companies Acts of
an offence made punishable by a fine of an unspecified amount shall
be liable—

( a ) on summary conviction to a fine not exceeding £1,000, or

( b ) on conviction on indictment, to a fine not exceeding
£10,000.

(3) Every offence under the Companies Acts made punishable by a
fine not exceeding £1,000 or by imprisonment for a term not
exceeding 12 months, or by both, may be prosecuted summarily.

(4) Summary proceedings in relation to an offence under the
Companies Acts may be brought and prosecuted by the Director of
Public Prosecutions or the Minister.

(5) Notwithstanding section 10 (4) of the Petty Sessions (Ireland)

Act, 1851, summary proceedings for an offence under the Companies
Acts may be instituted within 3 years from the date of the
offence.

(6) Where, in relation to a contravention of any provision of the
Companies Acts, it is provided that for continued contravention a
person shall be liable to a daily default fine, he shall be guilty
of contravening the provision on every day on which the
contravention continues after conviction of the original contravention
and for each such offence he shall be liable to a fine not
exceeding the amount specified in the provision, instead of the
penalty specified for the original contravention.

COMPANIES ACT 1990 – SECT 241
Offences by certain bodies.

241.—(1) Where an offence under section 19, 21, 79 or 242 which is
committed by a body to which any such section applies is proved to
have been committed with the consent or connivance of or to be
attributable to any neglect on the part of any person being a
director, manager, secretary or other officer of the body, or any
person who was purporting to act in any such capacity, that person
shall also be guilty of an offence under that section.

(2) Where the affairs of a body are managed by its members,
subsection (1) shall apply in relation to the acts and defaults of
a member in connection with his functions of management as if he
were a director or manager of the body.

COMPANIES ACT 1990 – SECT 242
Furnishing false information.

242.—(1) A person who, in purported compliance with any provision o
f
the Companies Acts, answers a question, provides an explanation,
makes a statement or produces, lodges or delivers any return,
report, certificate, balance sheet or other document false in a
material particular, knowing it to be false, or recklessly answers a
question, provides an explanation, makes a statement or produces,
lodges or delivers any such document false in a material particular
shall be guilty of an offence.

(2) Where a person is guilty of an offence under subsection (1)
and the court is of opinion that any act, omission or conduct
which constituted that offence has—

( a ) substantially contributed to a company being unable to pay
its debts;

( b ) prevented or seriously impeded the orderly winding-up of the
company; or

( c ) substantially facilitated the defrauding of the creditors of
the company or creditors of any other person,

that person shall be liable on conviction on indictment to
imprisonment for a term not exceeding 7 years or to a fine not
exceeding £10,000 or to both.

COMPANIES ACT 1990 – SECT 243
Penalisation of destruction, mutilation or falsification of documents.

243.—(1) A person, being an officer of any such body as is
244.—Sections 125 (2), 126 (4), 127 (2) and 128 (3) of The
mentioned in paragraphs (a) to (e) of section 19 (1) who destroys,

mutilates or falsities, or is privy to the destruction, mutilation
or falsification of any book or document affecting or relating to
the property or affairs of the body, or makes or is privy to the
making of a false entry therein, shall, unless he proves that he
had no intention to defeat the law, be guilty of an offence.

(2) Any such person who fraudulently either parts with, alters or
makes an omission in any such book or document, or who is privy
to fraudulent parting with, fraudulent altering or fraudulent making
of an omission in, any such book or document, shall be guilty of
an offence.

COMPANIES ACT 1990 – SECT 244
Increase of penalties.

Principal Act shall have effect as if for the sums mentioned
therein there were substituted “£1,000” in each case.

COMPANIES ACT 1990 – SECT 245
Amendment of section 12 of Companies (Amendment) Act, 1982.

245.—Section 12 (1) of the Companies (Amendment) Act 1982.(which

relates to failure to make annual returns) is hereby amended by the
substitution for “three consecutive years” of “two consecutive years”.

COMPANIES ACT 1990 – SECT 246
Restoration to register of company struck off.

246.—The Principal Act is hereby amended by the insertion after
section 311 of the following section—

“311A.—(1) Without prejudice to the provisions of section 311 (8)
of
this Act and section 12 (6) of the Companies (Amendment) Act, 1982,
if a company feels aggrieved by having been struck off the
register, the registrar of companies, on an application made in the
prescribed form by the company before the expiration of twelve
months after the publication in Iris Ofigi il of the notice

striking the company name from the register, and provided he has
received all annual returns outstanding, if any, from the company,
may restore the name of the company to the register.

(2) Upon the registration of an application under subsection (1) and

on payment of such fees as may be prescribed, the company shall be
deemed to have continued in existence as if its name had not been
struck off.

(3) Subject to any order made by the court in the matter, the
restoration of the name of a company to the register under this
section shall not affect the rights or liabilities of the company
in respect of any debt or obligation incurred, or any contract
entered into by, to, with or on behalf of, the company between the
date of its dissolution and the date of such restoration.”.

COMPANIES ACT 1990 – SECT 247
System of classification of information.

247.—(1) Where, under the Companies Acts, any information relating
to
any person is required to be delivered to the registrar of
companies and is so received by him, the registrar may apply such
system of classification as he considers appropriate to such
information and may assign symbols of identification to persons or
classes of persons to whom any such information relates.

(2) The Minister may make regulations requiring that the symbol
assigned under subsection (1) to any person or persons of any class
shall be entered on all documents which, under any provision of the
Companies Acts, are required to contain the name of that person.

(3) Regulations under subsection (2) may, in particular, specify
particular persons whose duty it shall be to comply or ensure
compliance with the regulations.

(4) A person who makes default in complying with regulations under
subsection (2) shall be guilty of an offence and liable to a fine.

COMPANIES ACT 1990 – SECT 248
Delivery to the registrar of documents in legible form.

248.—(1) This section applies to the delivery to the registrar unde
r
any provision of the Companies Acts of documents in legible form.

(2) The document must—

( a ) state in a prominent position the registered number of the
company to which it relates,

( b ) satisfy any requirements prescribed for the purposes of this
section as to the form and content of the document, and

( c ) conform to such requirements as may be prescribed for the
purpose of enabling the registrar to copy the document.

(3) If a document is delivered to the registrar which does not
comply with the requirements of this section, he may serve on the

person by whom the document was delivered (or, if there are two or
more such persons, on any of them) a notice indicating the respect
in which the document does not comply.

(4) Where the registrar serves such notice, then, unless a
replacement document—

( a ) is delivered to him within 14 days after the service of
the notice, and

( b ) complies with the requirement of this section or is not
rejected by him for failure to comply with those requirements,

the original document shall be deemed not to have been delivered to
him.

(5) For the purposes of any provision imposing a penalty for
failure to deliver a document, so far as it imposes a penalty for
continued contravention, no account shall be taken of the period
between the delivery of the original document and the end of the
period of 14 days after the service of the registrar’s notice under
subsection (3).

(6) Regulations made for the purposes of this section may make
different provision as to the form and content of the document with
respect to different descriptions of document.

(7) Every regulation made under this section shall be laid before
each House of the Oireachtas as soon as may be after it is made
and if a resolution annulling the regulation is passed by either
such House within the next twenty-one days on which that House has
sat after the regulation is laid before it, the regulation shall be
annulled accordingly, but without prejudice to the validity of
anything previously done thereunder.

(8) In this section, “document” includes any periodic account,
abstract, statement or return required to be delivered to the
registrar.

COMPANIES ACT 1990 – SECT 249
Delivery to the registrar of documents otherwise than in legible
form.

249.—(1) This section applies to the delivery to the registrar unde
r
any provision of the Companies Acts of documents otherwise than in
legible form (whether by electronic means or otherwise).

(2) Any requirement to deliver a document to the registrar, or to
deliver a document in the prescribed form, shall be satisfied by
the communication to the registrar of the requisite information in
any non-legible form prescribed for the purposes of this section.

(3) Where any document is required to be signed or sealed, it
shall instead be authenticated in such manner as may be prescribed
for the purposes of this section.

(4) The document must—

( a ) contain in a prominent position the registered number of the
company to which it relates,

( b ) satisfy any requirements prescribed for the purposes of this
section, and

( c ) be furnished in such manner and conform to such requirements
as may be prescribed for the purposes of enabling the registrar to
read and copy the document.

(5) If a document is delivered to the registrar which does not
comply with the requirements of this section, he may serve on the
person by whom the document was delivered (or if there are two or
more such persons, on any of them) a notice indicating the respect
in which the document does not comply.

(6) Where the registrar serves such notice, then, unless a
replacement document—

( a ) is delivered to him within 14 days after the service of
the notice, and

( b ) complies with the requirement of this section or is not
rejected by him for failure to comply with those requirements,

the original document shall be deemed not to have been delivered to
him.

(7) For the purposes of any provision imposing a penalty for
failure to deliver a document, so far as it imposes a penalty for
continued contravention, no account shall be taken of the period
between the delivery of the original document and the end of the
period of 14 days after the service of the registrar’s notice under
subsection (5).

(8) The Minister may by regulations make further provision with
respect to the application of this section in relation to
instantaneous forms of communication.

(9) Regulations made for the purpose of this section may make
different provision with respect to different descriptions of
documents and different forms of communication.

(10) Every regulation made under this section shall be laid before
each House of the Oireachtas as soon as may be after it is made
and if a resolution annulling the regulation is passed by either
such House within the next twenty-one days on which that House has
sat after the regulation is laid before it, the regulation shall be
annulled accordingly, but without prejudice to the validity of
anything previously done thereunder.

(11) In this section, “document” includes any periodic account,
abstract, statement or return required to be delivered to the
registrar.

COMPANIES ACT 1990 – SECT 250

Amendment of section 377 of, and Ninth Schedule to, the Principal
Act.

250.—(1) The Principal Act is hereby amended—

( a ) by the substitution for section 377 (1) of the following
subsection—

“(1) The provisions specified in the Ninth Schedule shall apply to
all bodies corporate incorporated in and having a principal place of
business in the State, other than those mentioned in subsection (2),
as if they were companies registered under this Act and subject to
such adaptations and modifications (if any) as may be prescribed.”,
and

( b ) by the substitution for the Ninth Schedule of the provisions
set out in the Schedule to this Act.

(2) The Minister may, if he considers it necessary to do so in
the interests of the orderly and proper regulation of the business
of unregistered companies, make regulations adding to, or subtracting
from, the list of the provisions of the Companies Acts specified in
the Ninth Schedule to The Principal Act.

(3) Every regulation made by the Minister under this section shall
be laid before each House of the Oireachtas as soon as may be
after it is made and, if a resolution annulling the regulation is
passed by either House within the next 21 days on which that House
has sat after the regulation is laid before it, the regulation
shall be annulled accordingly, but without prejudice to the validity
of anything previously done thereunder.

COMPANIES ACT 1990 – SECT 251
Application of certain provisions to companies not in liquidation.

251.—(1) This section applies in relation to a company that is not
being wound up where—

( a ) execution or other process issued on a judgment, decree or
order of any court in favour of a creditor of the company is
returned unsatisfied in whole or in part; or

( b ) it is proved to the satisfaction of the court that the
company is unable to pay its debts, taking into account the
contingent and prospective liabilities of the company, and

it appears to the court that the reason or the principal reason
for its not being wound up is the insufficiency of its assets.

(2) The following sections, with the necessary modifications, shall
apply to a company to which this section applies, notwithstanding
that it is not being wound up—

( a ) sections 139, 140, 203, and 204 of this Act, and

( b ) the provisions of The Principal Act mentioned in the Table
to this section.

(3) References in the sections mentioned in subsection (2) to the
commencement of the winding-up of a company, the appointment of a
provisional liquidator or the making of a winding up order and to
the “relevant date” shall, for the purposes of this section, be
construed as references to the date—

( a ) of the judgment, decree or order mentioned in subsection (1)
(a); or

( b ) on which the court determines that the company is unable to
pay its debts.

(4) Where, by virtue of this section, proceedings are instituted
under section 139, 140 or 204 of this Act or section 245A, 297A
or 298 of The Principal Act, section 297A (7) (b) of The Principal
Act shall apply in relation to any order made as a result of
those proceedings.

(5) Where section 295 of the Principal Act is applied by virtue of
this section, it shall apply as if the words “which is subsequently
ordered to be wound up or subsequently passes a resolution for
voluntary winding-up” were deleted therefrom.

TABLE

Sections of Principal Act to which this section applies

SectionSubjectComment243Inspection of books by creditors and
contributories245Power of court to summon persons for
examinationInserted by section 126 of this Act245AOrder for payment
or delivery of property against person examined under section
245Inserted by section 127 of this Act247Power to arrest absconding
contributory295Frauds by officers of companies which have gone into
liquidation297Criminal liability for fraudulent tradingInserted by
section 137 of this Act297ACivil liability for fraudulent
tradingInserted by section 138 of this Act298Power of court to
assess damages against directorsAmended by section 142 of this Act

COMPANIES ACT 1990 – PART XIII
– INVESTMENT COMPANIES

COMPANIES ACT 1990 – SECT 252
Interpretation of his Part.

252.—(1) In this Part—

“the Bank” means the Central Bank of Ireland;

“investment company” means a company to which this Part applies and
“company” shall be construed accordingly;

“property” means real or personal property of whatever kind
(including securities);

“the UCITS Regulations” means the European Communities (Undertakings
for Collective Investment in Transferable Securities) Regulations, 1989

(S.I. No. 78 of 1989).

(2) For the purposes of the application by this Part of certain
provisions of the UCITS Regulations to investment companies, the said
provisions shall be construed as one with the Companies Acts.

COMPANIES ACT 1990 – SECT 253
Share capital of investment companies.

253.—(1) Notwithstanding anything in the Companies Acts, the
memorandum of a company to which this Part applies may in respect
of the share capital of the company state in lieu of the matters
specified in paragraph (a) of section 6 (4) of the Principal Act—

( a ) that the share capital of the company shall be equal to
the value for the time being of the issued share capital of the
company, and

( b ) the division of that share capital into a specified number
of shares without assigning any nominal value thereto,

and the form of memorandum set out in Table B of the First
Schedule to The Principal Act or Part I of the Second Schedule to
the Companies (Amendment) Act, 1983, as may be appropriate, shall
have effect with respect to such company with the necessary
modifications.

(2) This Part applies to a company limited by shares (not being a
company to which the UCITS Regulations apply)—

( a ) the sole object of which is stated in its memorandum to be
the collective investment of its funds in property with the aim of
spreading investment risk and giving members of the company the
benefit of the results of the management of its funds; and

( b ) the articles or memorandum of which provide—

(i) that the actual value of the paid up share capital of the
company shall be at all times equal to the value of the assets of
any kind of the company after the deduction of its liabilities, and

(ii) that the shares of the company shall, at the request of any
of the holders thereof, be purchased by the company directly or
indirectly out of the company’s assets.

(3) For the purposes of subsection (2) (b) (ii), action taken by
a
company to ensure that the stock exchange value of its shares does
not deviate from its net asset value by more than a percentage
specified in its articles (which deviation shall not be so specified
as greater than 5 per cent) shall be regarded as the equivalent of
purchase of its shares by the company.

(4) The memorandum or articles of a company shall be regarded as
providing for the matters referred to in paragraphs (a) and (b) of
subsection (2) notwithstanding the inclusion in the memorandum or
articles with respect thereto of incidental or supplementary
provisions.

(5) In the Companies Acts—

( a ) a reference to a company limited by shares shall be
construed as including an investment company within the meaning of
this Part and a reference to a share in, or the share capital of,
a company limited by shares shall be construed accordingly, and

( b ) a reference to the nominal value of an issued or allotted
share in, or of the issued or allotted share capital of, a company
limited by shares shall be construed, in the case of an investment
company, as a reference to the value of the consideration for which
the share or share capital (as the case may be) has been issued
or allotted.

COMPANIES ACT 1990 – SECT 254
Power of company to purchase own shares.

254.—(1) Subject to subsection (2), the purchase by an investment

company of its own shares shall be on such terms and in such
manner as may be provided by its articles.

(2) An investment company shall not purchase its own shares unless
they are fully paid.

(3) For the avoidance of doubt, nothing in the Companies Acts shall
require an investment company to create any reserve account.

COMPANIES ACT 1990 – SECT 255
Treatment of purchased shares.

255.—(1) Shares of an investment company which have been purchased
by the company shall be cancelled and the amount of the company’s
issued share capital shall be reduced by the amount of the
consideration paid by the company for the purchase of the shares.

( 2 ) ( a ) Where a company has purchased or is about to
purchase any of its own shares, it shall have the power to issue
an equal number of shares in place of those purchased and for the
purposes of section 68 of the Finance Act, 1973, the issue of
those replacement shares shall constitute a chargeable transaction if,
but only if, the actual value of the shares so issued exceeds the
actual value of the shares purchased at the date of their purchase
and, where the issue of shares does constitute a chargeable
transaction for those purposes, the amount on which stamp duty on
the relevant statement relating to that transaction is chargeable
under section 69 of the Finance Act, 1973, shall be the difference
between—

(i) the amount on which the duty would be so chargeable if the
shares had not been issued in place of shares purchased under this
section, and

(ii) the value of the shares purchased at the date of their
purchase.

( b ) Where new shares are issued before the purchase of the old

shares, the new shares shall not, so far as relates to stamp duty,
be deemed to have been issued in pursuance of paragraph (a) unless
the old shares are purchased within one month after the issue of
the new shares.

COMPANIES ACT 1990 – SECT 256
Authorisation by Bank.

256.—(1) An investment company shall not carry on business in the
State unless it has been authorised to do so by the Bank on the
basis of criteria approved by the Minister.

(2) A person shall not carry on business on behalf of an
investment company, insofar as relates to the purchase or sale of
the shares of the investment company, unless the investment company
has been authorised in the manner referred to in subsection (1).

(3) The Bank shall not authorise an investment company to carry on
business in the State unless the company has paid up share capital
which, in the opinion of the Bank, will be sufficient to enable it
to conduct its business effectively and meet its liabilities.

(4) An application by an investment company for the authorisation
referred to in subsection (1) shall be made in writing to the Bank
and contain such information as the Bank may specify for the
purpose of determining the application (including such additional
information as the Bank may specify in the course of determining
the application).

(5) Where the Bank proposes to grant an authorisation to an
investment company under this section and the Bank is satisfied that
the company will raise capital by promoting the sale of its shares
to the public, the Bank shall, in granting the authorisation,
designate the company as an investment company which may raise.
capital in that manner, and “designated company” in this section and
section 257 shall be construed accordingly.

(6) In the event that a designated company does not promote the
sale of its shares to the public within a period, not greater than
six months, which shall be specified in the authorisation under this
section, the company shall, on the expiry of the period so
specified, be deemed to have ceased to be a designated company.

(7) An investment company which is not a designated company shall
not raise capital by promoting the sale of its shares to the
public.

(8) A company incorporated outside the State which, if it were
incorporated in the State, would be a company to which this Part
applies shall not advertise or market its shares in any way in the
State without the approval of the Bank, which approval may be
subject to such conditions as the Bank considers appropriate and
prudent for the purposes of the orderly and proper regulation of so
much of the business of companies of that type as is conducted in
the State.

(9) This section is without prejudice to sections 6 of the

Companies (Amendment) Act, 1983.

COMPANIES ACT 1990 – SECT 257
Powers of Bank.

257.—(1) Notwithstanding any other powers which may be available to

the Bank under any other enactment, order or regulation, the Bank
may impose such conditions for the granting of an authorisation to
a company under section 256 as it considers appropriate and prudent
for the purposes of the orderly and proper regulation of the
business of investment companies.

(2) Conditions imposed under subsection (1) may be imposed generally
,
or by reference to particular classes of company or business
(including, but not limited to, whether or not an investment company
is a designated company), or by reference to any other matter the
Bank considers appropriate and prudent for the purposes of the
orderly and proper regulation of the business of investment
companies.

(3) The power to impose conditions referred to in subsection (1)
shall include a power to impose such further conditions from time
to time as the Bank considers appropriate and prudent for the
purposes of the orderly and proper regulation of the business of
investment companies.

(4) Without prejudice to the generality of subsections (1), (2) an
d
(3), conditions imposed by the Bank on an investment company may
make provision for any or all of the following matters—

( a ) the prudential requirements of the investment policies of the
company,

( b ) prospectuses and other information disseminated by the
company,

( c ) the vesting of the assets or specified assets of the
company in a person nominated by the Bank with such of the powers
or duties of a trustee with regard to the company as are specified
by the Bank,

( d ) such other supervisory and reporting requirements and
conditions relating to its business as the Bank considers appropriate
and prudent to impose on the company from time to time for the
purposes referred to in the aforesaid subsections.

(5) A company shall comply with any conditions relating to its
authorisation or business imposed by the Bank.

COMPANIES ACT 1990 – SECT 258
Adaptation of certain, provisions of the UCITS Regulations .

258.—Regulations 14, 30, 63, 83 (2) to (7), and 99 to 105 of the
UCITS Regulations shall apply to an investment company as they apply
to the bodies to which those Regulations relate subject to the
following modifications—

( a ) a reference in those Regulations to a term or expression
companies for any default of the company unless the Bank acted in
specified in the second column of the Table to this section at any
reference number shall be construed, where the context admits, as a
reference to the term or expression specified in the third column
of the said Table at that reference number, and

( b ) references to cognate terms or expressions in those
Regulations shall be construed accordingly.

TABLE

Ref. NoTerm or expression referred to in UCITS RegulationsConstruction
of term or expression for purposes of this
section(1)(2)(3)1.”repurchase””purchase”2.”these Regulations””Part
XIII
of
the Companies Act, 1990″3.UCITS”investment
company”4.”unit””share”5.”unit-holder””shareholder”

COMPANIES ACT 1990 – SECT 259
Default of investment company or failure in performance of its
investments.

259.—An authorisation by the Bank under section 256 of an investment
company shall not constitute a warranty by the Bank as to the
creditworthiness or financial standing of that company and the Bank
shall not be liable by virtue of that authorisation or by reason
of its exercise of the functions conferred on it by this Part (or
any regulations made under this Part) in relation to investment
bad faith in exercising such functions.

COMPANIES ACT 1990 – SECT 260
Restriction of certain provisions of Companies .

260.—(1) None of the following provisions of The Principal Act shal
l
apply to an investment company, namely sections 60, 69, 70, 72, 119
and 125.

(2) None of the following provisions of the Companies (Amendment)
Act, 1983, shall apply to an investment company, namely sections 5
(2), 23 to 25, 40, 41 and Part IV.

(3) Section 14 of the Companies (Amendment) Act, 1986, shall not
apply to an investment company.

(4) None of the following provisions of this Act shall apply to an
investment company, namely Chapters 2 to 4 of Part IV, and Part XI

COMPANIES ACT 1990 – SECT 261
Power to make supplementary necessary regulations.

261.—The Minister may make such regulations as he considers necessary

for the purposes of giving full effect to the provisions of this
Part.

COMPANIES ACT 1990 – SECT 262
Offences.

262.—Where a company contravenes—

( a ) any of the provisions of this Part, or

( b ) any regulations made in relation thereto (whether under this
Part or under any other enactment), or

( c ) any condition in relation to its authorisation or business
imposed by the Bank under section 257,

the company and every officer thereof who is in default shall be
guilty of an offence.

Section 250.

SCHEDULE

PROVISIONS SUBSTITUTED FOR NINTH SCHEDULE TO PRINCIPAL ACT

Section 377.

“NINTH SCHEDULE

PROVISIONS APPLIED TO UNREGISTERED COMPANIES

PRINCIPAL ACT

Subject matterProvisions appliedActs done by company (ultra vires
rule).Section 8.Pre-incorporation contractsSection 37 (1) and
(2).Prospectuses and allotmentsSections 43 to 52, 56, 57, 61 and the
Third Schedule.Registered officeSection 113 (inserted by the Companies
(Amendment) Act, 1982).Annual ReturnSections 125 to 129 and the Fifth

Schedule.Accounts and AuditSections 148 to 153, 155 to 161, 191 and
the Sixth Schedule (except subparagraphs (a) to (d) of paragraph 2,

subparagraphs (c) to (e) of paragraph 3 and subparagraph (d) of
paragraph 8), as amended by the Companies (Amendment) Act,
1986.Validity of acts of directorsSection 178.Register of directors
of officers and others for negligence etc.Sections 200 and 391.

and secretaries. Particulars relating to directors to be shown on
all business letters of the company.Sections 195 (inserted by the
Companies Act, 1990) and 196.Registration of documents, enforcement
and other supplemental matters.Sections 2, 193, 369 to 371, 378,
379, 383, 384, 386, 387, 395 (1) and the Eighth Schedule.Liability

COMPANIES (AMENDMENT) ACT, 1977

Subject matterProvisions appliedShare certificatesSections 2 and
3.Company recordsSection 4.
COMPANIES (AMENDMENT) ACT, 1983

Subject matterProvisions appliedMaintenance of capital. Restrictions on
distribution of profits and assetsSections 40 to 42, 45, 45A
(inserted by the Companies (Amendment) Act, 1986) and 49 to 51.
Sections 43, 44, 46 and 47, with the modification that those
sections shall apply to all bodies corporate to which section 377

(1) The Principal Act applies other than those which, if they were
registered, would be private companies.

EUROPEAN COMMUNITIES (STOCK EXCHANGE) REGULATIONS, 1984

(S.I. No. 282 of 1984)

Provisions applied

All of the Regulations.

COMPANIES (AMENDMENT) ACT, 1986

Subject matterProvisions appliedPower to alter form of accountsSection
24.

apply to all bodies corporate to which section 377 (1) of the

EUROPEAN COMMUNITIES (MERGERS AND DIVISIONS OF COMPANIES) REGULATIONS,

1987

(S.I. No. 137 of 1987)
Provisions applied

All of the Regulations.COMPANIES (AMENDMENT) ACT, 1990

Provisions applied

The whole Act.COMPANIES ACT, 1990

Provisions applied

Parts I to 111.

Part 1V, with the modification that Chapter 2 of that Part shall
Principal Act applies other than those which, if they were
registered, would be private companies and Chapter 3 of that Part
shall apply to all such bodies corporate which, if they were
registered, would be private companies.

Part V.

Part VI, except sections 122, 128 to 131 and 133.

Parts V11, IX, X and XII.