Companies Act , 1963

(2) Subject to subsections (3) and (4), a resolution moved in contravention of this section shall be void, whether or not its being so moved was objected to at the time,

(3) Subsection (2) shall not be taken as excluding the operation of section 178.

(4) Where a resolution moved in contravention of this section is passed, no provision for the automatic re-appointment of retiring directors in default of another appointment shall apply.

(5) For the purposes of this section, a motion for approving a person's appointment or for nominating a person for appointment shall be treated as a motion for his appointment.

(6) Nothing in this section shall apply to a resolution altering the company's articles.

182 Removal of directors.

182.—(1) A company may by ordinary resolution remove a director before the expiration of his period of office notwithstanding anything in its articles or in any agreement between it and him so, however, that this subsection shall not, in the case of a private company, authorise the removal of a director holding office for life.

(2) Extended notice within the meaning of section 142 shall be required of any resolution to remove a director under this section or to appoint somebody instead of the director so removed at the meeting at which he is removed, and on receipt of notice of an intended resolution to remove a director under this section, the company shall forthwith send a copy thereof to the director concerned, and the director (whether or not he is a member of the company) shall be entitled to be heard on the resolution at the meeting.

(3) Subject to subsection (4), where notice is given of an intended resolution to remove a director under this section and the director concerned makes in relation thereto representations in writing to the company (not exceeding a reasonable length) and requests their notification to the members of the company, the company shall, unless the representations are received by it too late for it to do so,—

(a) in any notice of the resolution given to members of the company, state the fact of the representations having been made; and

(b) send a copy of the representations to every member of the company to whom notice of the meeting is sent (whether before or after receipt of the representations by the company);

and if a copy of the representations is not sent as aforesaid because received too late or because of the company's default, the director may (without prejudice to his right to be heard orally) require that the representations shall be read out at the meeting.

(4) Copies of the representations need not be sent out as aforesaid, and the representations need not be read out at the meeting as aforesaid if, on the application either of the company or of 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 director concerned, notwithstanding that he is not a party to the application.

(5) A vacancy created by the removal of a director under this section may be filled at the meeting at which he is removed and, if not so filled, may be filled as a casual vacancy.

(6) A person appointed director in place of a person removed under this section shall be treated, for the purpose of determining the time at which he or any other director is to retire, as if he had become director on the day on which the person in whose place he is appointed was last appointed director.

(7) Nothing in this section shall be taken as depriving a person removed thereunder of compensation or damages payable to him in respect of the determination of his appointment as director or compensation or damages payable to him in respect of the determination of any appointment terminating with that as director or as derogating from any power to remove a director which may exist apart from this section.

183 Prohibition of undischarged bankrupts acting as directors.

183.—(1) Subject to subsection (2), if any person being an undischarged bankrupt acts as director of, or directly or indirectly takes part in or is concerned in the management of any company except with the leave of the court, he shall be liable on conviction on indictment to imprisonment for a term not exceeding 2 years or to a fine not exceeding £500 or to both, or on summary conviction to imprisonment for a term not exceeding 6 months or to a fine not exceeding £100 or to both.

(2) A person shall not be guilty of an offence under this section by reason that he, being an undischarged bankrupt, has acted as director of, or taken part or been concerned in the management of a company, if he was on the operative date acting as director of, or taking part or being concerned in the management of, that company, and has continuously so acted, taken part or been concerned since that date, and the bankruptcy was prior to that date.

(3) In this section “company” includes an unregistered company and a company incorporated outside the State which has an established place of business within the State.

184 Power of court to restrain certain persons from acting as directors of or managing companies.

184.—(1) Where a person is convicted on indictment of any offence in connection with the promotion, formation or management of a company or any offence involving fraud or dishonesty whether in connection with a company or not, the court by which he is convicted may on the application of the Attorney General at the close of the trial, order that that person shall not, without the leave of the High Court, be a director of or in any way, whether directly or indirectly, be concerned or take part in the management of any company for such period as may be specified in the order.

(2) Where in the course of winding up a company it appears that a person—

(a) has been guilty of any offence for which he is liable (whether he has been convicted or not) under section 297; or

(b) has otherwise been guilty, while an officer of the company, of any fraud in relation to the company or of any breach of his duty to the company;

the court may make an order that that person shall not, without the leave of the court, be a director of or in any way, whether directly or indirectly, be concerned or take part in the management of any company for such period as may be specified in the order.

(3) An application for the making of an order under subsection (2) may be made on behalf of the liquidator of the company or by any person who is or has been a member or creditor of the company, and on the hearing of any application for an order under this section by the liquidator or of any application for leave under this section by a person against whom an order has been made on the application of the liquidator, the liquidator shall appear and call the attention of the court to any matters which seem to him to be relevant and may himself give evidence or call witnesses.

(4) An order may be made under paragraph (b) of subsection (2) notwithstanding that the person concerned may be criminally liable in respect of the matters on the ground of which the order is to be made, and for the purposes of the said paragraph (b) “officer” shall include any person in accordance with whose directions or instructions the directors of the company have been accustomed to act.

(5) If any person acts in contravention of an order made under this section, he shall, in respect of each offence, be liable on conviction on indictment to imprisonment for a term not exceeding 2 years or to a fine not exceeding £500 or to both or on summary conviction to imprisonment for a term not exceeding 6 months or to a fine not exceeding £100 or to both.

185 Prohibition of tax-free payments to directors.

185.—(1) It shall not be lawful for a company to pay a director remuneration (whether as director or otherwise) free of income tax or of income tax and sur-tax or of sur-tax, or otherwise calculated by reference to or varying with the amount of his income tax or his income tax and sur-tax or his sur-tax, or to or with the rate of income tax or sur-tax except under a contract which was in force on the 31st day of March, 1962, and provides expressly, and not by reference to the articles, for payment of remuneration as aforesaid.

(2) Any provision contained in a company's articles or in any contract other than such a contract as aforesaid, or in any resolution of a company or a company's directors, for payment to a director of remuneration as aforesaid shall have effect as if it provided for payment, as a gross sum subject to income tax and sur-tax, of the net sum for which it actually provides.

(3) This section shall not apply to remuneration due before the operative date or in respect of a period before the operative date.

186 Approval of company necessary for payment by it to director for loss of office.

186.—It shall not be lawful for a company to make to any director of the company any payment by way of compensation for loss of office, or as consideration for or in connection with his retirement from office, without particulars relating to the proposed payment (including the amount thereof) being disclosed to the members of the company and the proposal being approved by the company in general meeting.

187 Approval of company necessary for payment to director of compensation in connection with transfer of property.

187.—(1) It is hereby declared that it is not lawful in connection with the transfer of the whole or any part of the undertaking or property of a company for any payment to be made to any director of the company by way of compensation for loss of office or as consideration for or in connection with his retirement from office, unless particulars relating to the proposed payment (including the amount thereof) have been disclosed to the members of the company and the proposal approved by the company in general meeting.

(2) Where a payment which is hereby declared to be illegal is made to a director of the company, the amount received shall be deemed to have been received by him in trust for the company.

188 Duty of director to disclose to company payments to be made to him in connection with transfer of shares in a company.

188.— (1) Where, in connection with the transfer to any persons of all or any of the shares in a company being a transfer resulting from—

(a) an offer made to the general body of shareholders; or

(b) an offer made by or on behalf of some other body corporate, with a view to the company becoming its subsidiary or a subsidiary of its holding company; or

(c) an offer made by or on behalf of an individual with a view to his obtaining the right to exercise or control the exercise of not less than one-third of the voting power at any general meeting of the company; or

(d) any other offer which is conditional on acceptance to a given extent;

a payment is to be made to a director of the company by way of compensation for loss of office, or as a consideration for or in connection with his retirement from office, it shall be the duty of that director to take all reasonable steps to secure that particulars of the proposed payment (including the amount thereof) shall be included in or sent with any notice of the offer made for their shares which is given to any shareholders.

(2) If—

(a) any such director fails to take reasonable steps as aforesaid; or

(b) any person who has been properly required by any such director to include the said particulars in or send them with any such notice as aforesaid fails so to do,

he shall be liable to a fine not exceeding £25.

(3) Unless—

(a) the requirements of subsection (1) are complied with in relation to any such payment as is therein mentioned; and

(b) the making of the proposed payment is, before the transfer of any shares in pursuance of the offer, approved by a meeting summoned for the purpose of the holders of the shares to which the offer relates and of other holders of shares of the same class as any of the said shares,

any sum received by the director on account of the payment shall be deemed to have been received by him in trust for any persons who have sold their shares as a result of the offer made, and the expenses incurred by him in distributing that sum amongst those persons shall be borne by him and not retained out of that sum.

(4) Where the shareholders referred to in paragraph (b) of subsection (3) are not all the members of the company and no provision is made by the articles for summoning or regulating such a meeting as is mentioned in that paragraph, the provisions of this Act and of the company's articles relating to general meetings of the company shall, for that purpose, apply to the meeting either without modification or with such modifications as the Minister on the application of any person concerned may direct for the purpose of adapting them to the circumstances of the meeting.

(5) If at a meeting summoned for the purpose of approving any payment as required by paragraph (b) of subsection (3), a quorum is not present and, after the meeting has been adjourned to a later date, a quorum is again not present, the payment shall be deemed, for the purposes of that subsection, to have been approved.

189 Provisions supplementary to sections 186, 187 and 188.

189.—(1) Where in proceedings for the recovery of any payment as having, by virtue of subsections (1) and (2) of section 187 or subsections (1) and (3) of section 188, been received by any person in trust, it is shown that—

(a) the payment was made in pursuance of any arrangement entered into as part of the agreement for the transfer in question, or within one year before or 2 years after that agreement or the offer leading thereto; and

(b) the company or any person to whom the transfer was made was privy to that arrangement;

the payment shall be deemed, except in so far as the contrary is shown, to be one to which the subsections apply.

(2) If in connection with any such transfer as is mentioned in section 187 or section 188—

(a) the price to be paid to a director of the company for any shares in the company held by him is in excess of the price which could at the time have been obtained by other holders of the like shares; or

(b) any valuable consideration is given to any such director,

the excess or the money value of the consideration, as the case may be, shall, for the purposes of that section, be deemed to have been a payment made to him by way of compensation for loss of office or as consideration for or in connection with his retirement from office.

(3) It is hereby declared that references in sections 186, 187 and 188 to payments to any director of a company by way of compensation for loss of office, or as consideration for or in connection with his retirement from office, include payments to him by way of compensation for loss of office as director of the company or for the loss, while director of the company, or on or in connection with his ceasing to be a director of the company, of any other office in connection with the management of the company's affairs or of any office as director or otherwise in connection with the management of the affairs of any subsidiary company but do not include any bona fide payment by way of damages for breach of contract or by way of pension in respect of past services, and for the purposes of this subsection “pension” includes any superannuation allowance, superannuation gratuity or similar payment.

(4) Nothing in sections 187 and 188 shall be taken to prejudice the operation of any rule of law requiring disclosure to be made with respect to any such payments as are therein mentioned or with respect to any other like payments made or to be made to the directors of a company or to prejudice the operation of any rule of law in relation to the accountability (if any) of any director for any such payment received by him.

(5) References in sections 186, 187, 188 and this section to a director include references to a past-director.

190 Register of directors' shareholdings.

190.—(1) Every company shall keep a register showing, in relation to each director and secretary of the company, the number, description and amount of any 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, which are held by, or in trust for, him or his spouse or any child of his or of which he or they have any right to become the holder (whether on payment or not), so however, that the register need not include shares in any 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.

(2) Subject to subsection (3), where any shares or debentures have to be, or cease to be, recorded in the said register in relation to any director or secretary by reason of a transaction entered into after the operative date and while he is a director or secretary the register shall also show the date of, and price or other consideration for, the transaction.

(3) Where there is an interval between the agreement for any such transaction as aforesaid and the completion thereof, the date shall be that of the agreement.

(4) The nature and extent of the interest or right in or over any shares or debentures recorded in relation to a director or secretary in the said register shall, if he so requires, be indicated in the 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 inquiry as to, the rights of any person in relation to any shares or debentures.

(6) Subject to subsection (7), the said register shall be kept at the same office as the register of members is kept, and shall be open to inspection 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) by any member or holder of debentures of the company.

(7) The said register shall also be produced at the commencement of the company's annual general meeting and shall remain open and accessible during the continuance of the meeting to any person attending the meeting.

(8) Any member or holder of debentures of the company may require a copy of the register, or of any part thereof, on payment of one shilling, or such less sum as the company may prescribe, for every 100 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 a period of 10 days commencing on the day next after the day on which the requirement is received by the company.

(9) If default is made in complying with subsection (7), the company and every officer of the company who is in default shall be liable to a fine not exceeding £50; and if default is made in complying with subsection (1) or subsection (2), or if any inspection required under this section is refused or if any copy required under this section 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 £100.

(10) To ensure compliance with the provisions of this section the court may by order compel an inspection of the register or direct that the copies required shall be sent to the persons requiring them.

(11) For the purposes of this section—

(a) any person in accordance with whose directions or instructions the directors of a company are accustomed to act shall be deemed to be a director of the company; and

(b) a person shall be deemed to hold, or to have an interest in or right over, any shares or debentures in which he has an interest jointly or in common with any other person or a limited, reversionary or contingent interest or an interest as the object of a discretionary trust; and

(c) a person shall be deemed to hold, or to have an interest or right in or over any shares or debentures if a body corporate other than the company holds them or has that interest or right in or over them, and either—

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

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

(12) This section shall not apply to a private company if and so long as all the members of such private company are directors thereof.

191 Particulars of directors' salaries and payments to be given in accounts.

191.—(1) In any accounts of a company laid before the annual general meeting or in a statement annexed thereto, there shall, subject to and in accordance with the provisions of this section, be shown so far as the information is contained in the company's books and papers or the company has the right to obtain it from the persons concerned—

(a) the aggregate amount of the directors' emoluments;

(b) the aggregate amount of directors' or past-directors' pensions; and

(c) the aggregate amount of any compensation to directors or past-directors in respect of loss of office.

(2) The amount to be shown under paragraph (a) of subsection (1)—

(a) shall include any emoluments paid to or receivable by any person in respect of his services as director of the company or in respect of his services, while director of the company, as director of any subsidiary thereof or otherwise in connection with the management of the affairs of the company or any subsidiary thereof; and

(b) shall distinguish between emoluments in respect of services as director, whether of the company or of its subsidiary, and other emoluments;

and, for the purposes of this section, “emoluments” in relation to a director, includes fees and percentages, any sums paid by way of expenses allowance in so far as those sums are charged to income tax, any contribution paid in respect of him under any pension scheme, and the estimated money value of any other benefits received by him otherwise than in cash in so far as the same are charged to income tax.

(3) The amount to be shown under paragraph (b) of subsection (1)—

(a) shall not include any pension paid or receivable under a pension scheme if the scheme is such that the contributions thereunder are substantially adequate for the maintenance of the scheme, but save as aforesaid, shall include any pension paid or receivable in respect of any such services of a director or past-director of the company as are mentioned in subsection (2), whether to or by him or, on his nomination or by virtue of dependence on or other connection with him, to or by any other person; and

(b) shall distinguish between pensions in respect of services as director, whether of the company or its subsidiary, and other pensions;

and, for the purposes of this section, “pension” includes any superannuation allowance, superannuation gratuity or similar payment, and “pension scheme” means a scheme for the provision of pensions in respect of services as director or otherwise which is maintained in whole or in part by means of contributions, and “contribution” in relation to a pension scheme means any payment (including an insurance premium) paid for the purposes of the scheme by or in respect of persons rendering services in respect of which pensions will or may become payable under the scheme, except that it does not include any payment in respect of two or more persons if the amount paid in respect of each of them is not ascertainable.

(4) The amount to be shown under paragraph (c) of subsection (1)—

(a) shall include any sums paid to or receivable by a director or past-director by way of compensation for loss of office as director of the company or for the loss, while director of the company, or on or in connection with his ceasing to be a director of the company, of any other office in connection with the management of the company's affairs or of any office as director or otherwise in connection with the management of the affairs of any subsidiary thereof; and

(b) shall distinguish between compensation in respect of the office of director, whether of the company or of its subsidiary, and compensation in respect of other offices;

and, for the purposes of this section, references to compensation for loss of office shall include sums paid as consideration for or in connection with a person's retirement from office.

(5) The amounts to be shown under each paragraph of subsection (1)—

(a) shall include all relevant sums paid by or receivable from—

(i) the company; and

(ii) the company's subsidiaries; and

(iii) any other person;

except sums to be accounted for to the company or any of its subsidiaries or, by virtue of section 188, to past or present members of the company or any of its subsidiaries or any class of those members; and

(b) shall distinguish, in the case of the amount to be shown under paragraph (c) of subsection (1), between the sums respectively paid by or receivable from the company, the company's subsidiaries and persons other than the company and its subsidiaries.

(6) The amounts to be shown under this section for any financial year shall be the sums receivable in respect of that year, whenever paid, or, in the case of sums not receivable in respect of a period, the sums paid during that year, so, however, that where—

(a) any sums are not shown in the accounts for the relevant financial year on the ground that the person receiving them is liable to account therefor as mentioned in paragraph (a) of subsection (5), but the liability is thereafter wholly or partly released or is not enforced within a period of 2 years; or

(b) any sums paid by way of expenses allowance are charged to income tax after the end of the relevant financial year;

those sums shall, to the extent to which the liability is released or not enforced or they are charged as aforesaid, as the case may be, be shown in the first accounts in which it is practicable to show them, or in a statement annexed thereto, and shall be distinguished from the amounts to be shown therein apart from this provision.

(7) Where it is necessary so to do for the purpose of making any distinction required by this section in any amount to be shown thereunder, the directors may apportion any payments between the matters in respect of which they have been paid or are receivable in such manner as they think appropriate.

(8) If in the case of any accounts the requirements of this section are not complied with, it shall be the duty of the auditors of the company by whom the accounts are examined to include in the report thereon, so far as they are reasonably able to do so, a statement giving the required particulars.

(9) In this section, any reference to a company's subsidiary—

(a) in relation to a person who is or was, while a director of the company, a director also, by virtue of the company's nomination, direct or indirect, of any other body corporate, shall, subject to the following paragraph, include that body corporate, whether or not it is or was in fact the company's subsidiary; and

(b) shall, for the purposes of subsections (2) and (3), be taken as referring to a subsidiary at the time the services were rendered, and, for the purposes of subsection (4), be taken as referring to a subsidiary immediately before the loss of office as director of the company.

192 Particulars of loans to directors to be given in accounts.

192.—(1) The accounts which, in pursuance of this Act, are to be laid before the annual general meeting of every company shall, subject to the provisions of this section, contain particulars showing—

(a) the amount of any loans made during the company's financial year to—

(i) any director of the company;

(ii) any person who, after the making of the loan, became during that year a director of the company; and

(iii) any body corporate in which the directors of the company (or any of them) are beneficially entitled to more than 20 per cent. in nominal value of the shares of such body corporate which carry voting rights other than voting rights which arise only in specified circumstances;

by the company or a subsidiary thereof or by any other person under a guarantee from or on a security provided by the company or a subsidiary thereof (including any such loans which were repaid during that year); and

(b) the amount of any loans made in manner aforesaid to any such director, person or body corporate as aforesaid at any time before the company's financial year and outstanding at the expiration thereof.

(2) Subsection (1) shall not require the inclusion in accounts of particulars of—

(a) a loan made in the ordinary course of its business by the company or a subsidiary thereof, where the ordinary business of the company, or, as the case may be, the subsidiary, includes the lending of money; or

(b) a loan made by the company or a subsidiary thereof to an employee of the company or subsidiary, as the case may be, if the loan does not exceed £2,000 and is certified by the directors of the company or subsidiary, as the case may be, to have been made in accordance with any practice adopted or about to be adopted by the company or subsidiary relating to loans to its employees;

not being, in either case, a loan made by the company under a guarantee from or on a security provided by a subsidiary thereof or a loan made by a subsidiary of the company under a guarantee from or on a security provided by the company or any other subsidiary thereof.

(3) If in the case of any such accounts as aforesaid, the requirements of this section 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.

(4) References in this section to a subsidiary shall be taken as referring to a subsidiary at the end of the company's financial year (whether or not a subsidiary at the date of the loan).

193 General duty to make disclosure for the purposes of sections 190, 191 and 192.

193.—(1) It shall be the duty of every director and secretary of a company to give notice in writing to the company as soon as may be of such matters relating to himself and to his spouse and children as may be necessary for the purposes of section 190.

(2) It shall be the duty of every director of a company to give notice in writing to the company of such matters relating to himself as may be necessary for the purposes of sections 191 and 192 except in so far as the latter section relates to loans made by the company or by any other person under a guarantee from or on a security provided by the company to a director thereof.

(3) If any such notice is not given at a meeting of directors, the director or secretary, as the case may be, giving it shall take reasonable steps to secure that it is brought up and read at the next meeting of the directors after it is given.

(4) Any person who fails to comply with this section shall be liable to a fine not exceeding £100.

194 Duty of director to disclose his interest in contracts made by the company.

194.—(1) It shall be the duty of a director of a company who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the company to declare the nature of his interest at a meeting of the directors of the company.

(2) In the case of a proposed contract the declaration required by this section to be made by a director shall be made at the meeting of the directors at which the question of entering into the contract is first taken into consideration, or if the director was not at the date of that meeting interested in the proposed contract, at the next meeting of the directors held after he became so interested, and in a case where the director becomes interested in a contract after it is made, the said declaration shall be made at the first meeting of the directors held after the director becomes so interested.

(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 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, shall be deemed to be a sufficient declaration of interest in relation to any contract so made.

(4) No such notice as aforesaid shall be of effect unless either it is given at a meeting of the directors or the director takes reasonable steps to secure that it is brought up and read at the next meeting of the directors after it is given.

(5) (a) A copy of every declaration made and notice given in pursuance of this section shall, within 3 days after the making or giving thereof, be entered in a book kept for this purpose. Such book shall be open for inspection without charge by any director, secretary, auditor or member of the company at the registered office of the company and shall be produced at every general meeting of the company, and at any meeting of the directors if any director so requests in sufficient time to enable the book to be available at the meeting.

(b) If a company fails to comply with this subsection the company and every officer of the company who is in default shall be liable to a fine not exceeding £100 and if any inspection or production required thereunder is refused, the court may by order compel an immediate inspection or production.

(6) Any director who fails to comply with this section shall be liable to a fine not exceeding £100.

(7) Nothing in this section shall be taken to prejudice the operation of any rule of law restricting directors of a company from having any interest in contracts with the company.

195 Register of directors and secretaries.

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 Christian name and surname and any former Christian name and surname; and

(b) his usual residential address; and

(c) his nationality, if not Irish; and

(d) his business occupation, if any; and

(e) particulars of any other directorships of bodies corporate incorporated in the State held by him.

(3) It shall not be necessary for the said register to contain particulars of directorships held by a director in bodies corporate of which the company is the wholly-owned subsidiary or which are the wholly-owned subsidiaries either of the company or of another body corporate of which the company is 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 Christian name and surname, any former Christian name 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, the name and principal office of the firm may be stated instead of the said particulars.

(6) The company shall, within the periods respectively mentioned in subsection (7), send to the registrar of companies a return in the prescribed form containing the particulars specified in the said register and a notification in the prescribed form of any change among its directors or in its secretary, or in any of the particulars contained in the register specifying the date of the change.

(7) Subject to subsection (8), the periods referred to in subsection (6) are the following:—

(a) the period within which the said return is to be sent shall be a period of 14 days from the appointment of the first directors of the company; and

(b) the period within which the said notification of a change is to be sent shall be 14 days from the happening thereof.

(8) In the case of a return containing particulars relating to any person who is the company's secretary on the operative date, the period shall be 14 days from the operative date.

(9) 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 shilling or such less sum as the company may prescribe, for each inspection.

(10) If any inspection required under this section is refused or if default is made in complying with subsections (1), (2), (4) or (6), the company and every officer of the company who is in default shall be liable to a fine not exceeding £100.

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

(12) For the purposes of this section—

(a) a person in accordance with whose directions or instructions the directors of a company are accustomed to act shall be deemed to be a director and officer of the company;

(b) “Christian name” includes a forename;

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

(d) references to a former Christian name 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 Christian name 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.

196 Particulars relating to directors to be shown on all business letters of the company.

196.—(1) Subject to subsection (2), every company to which this section applies shall, in all business letters on or in which the company's name appears and which are sent by the company to any person, state in legible characters in relation to every director the following particulars:

(a) his present Christian name, or the initials thereof, and present surname; and

(b) any former Christian names and surnames; and

(c) his nationality, if not Irish.

(2) If special circumstances exist which render it in the opinion of the Minister expedient that such an exemption should be granted, the Minister may, subject to such conditions as he may think fit, grant exemption from the obligations imposed by this section.

(3) This section shall apply to—

(a) every company registered under this Act or under the Companies (Consolidation) Act, 1908, unless it was registered before the 23rd day of November, 1916, and

(b) every company incorporated outside the State which has an established place of business within the State, unless it had established such a place of business before the said date; and

(c) every company licensed under the Moneylenders Act, 1933, whenever it was registered or whenever it established a place of business.

(4) Subject to subsection (5), if a company makes default in complying with this section, every officer of the company who is in default shall be liable on summary conviction for each offence to a fine not exceeding £25, and, for the purpose of this subsection, where a body corporate is an officer of the company, any officer of the body corporate shall be deemed to be an officer of the company.

(5) No proceedings shall be instituted under this section except by, or with the consent of, the Minister.

(6) For the purposes of this section—

(a) “director” includes any person in accordance with whose directions or instructions the directors of the company are accustomed to act, and “officer” shall be construed accordingly; and

(b) “initials” includes a recognised abbreviation of a Christian name; and paragraphs (b), (c) and (d) of subsection (12) of section 195 shall apply as they apply for the purposes of that section.

197 Limited company may have directors with unlimited liability.

197.—(1) In a limited company the liability of the directors, or of the managing director, may, if so provided by the memorandum, be unlimited.

(2) In a limited company in which the liability of a director is unlimited, the directors of the company and the member who proposes a person for election or appointment to the office of director, shall add to that proposal a statement that the liability of the person holding that office will be unlimited, and before the person accepts the office or acts therein, notice in writing that his liability will be unlimited shall be given to him by the following or one of the following persons, namely, the promoters of the company, the directors of the company, and the secretary of the company.

(3) If any director or proposer makes default in adding such a statement, or if any promoter or director or secretary makes default in giving such a notice, he shall be liable to a fine not exceeding £100 and shall also be liable for any damage which the person so elected or appointed may sustain from the default, but the liability of the person elected or appointed shall not be affected by the default.

198 Power of limited company to make liability of directors unlimited.

198.—(1) A limited company, if so authorised by its articles, may, by special resolution, alter its memorandum so as to render unlimited the liability of its directors or of any managing director.

(2) Upon the passing of any such special resolution, the provisions thereof shall be as valid as if they had been originally contained in the memorandum.

199 Provisions as to assignment of office by directors.

199.—If in the case of any company provision is made by the articles or by any agreement entered into between any person and the company for empowering a director of the company to assign his office as such to another person, any assignment of office made in pursuance of the said provision shall, notwithstanding anything to the contrary contained in the said provision, be of no effect unless and until it is approved by a special resolution of the company.

Avoidance of Provisions in Articles or Contracts relieving Officers from Liability.

200 Avoidance of provisions exempting officers and auditors of company from liability.

200.—Subject as hereinafter provided, any provision whether contained in the articles of a company or in any contract with a company or otherwise for exempting any officer of the company or any person employed by the company as auditor from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the company shall be void, so, however, that—

(a) nothing in this section shall operate to deprive any person of any exemption or right to be indemnified in respect of anything done or omitted to be done by him while any such provision was in force; and

(b) notwithstanding anything in this section, a company may, in pursuance of any such provision as aforesaid, indemnify any such officer or auditor against any liability incurred by him in defending proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted, or in connection with any application under section 391 in which relief is granted to him by the court.

Arrangements and Reconstructions.

201 Compromise between company and its members or creditors.

201.—(1) Where a compromise or arrangement is proposed between a company and its creditors or any class of them or between the company and its members or any class of them, the court may, on the application of the company or of any creditor or member of the company, or, in the case of a company being wound up, of the liquidator, order a meeting of the creditors or class of creditors, or of the members of the company or class of members, as the case may be, to be summoned in such manner as the court directs.

(2) Whenever such an application as is mentioned in subsection (1) is made, the court may on such terms as seem just, stay all proceedings or restrain further proceedings against the company for such period as to the court seems fit.

(3) If a majority in number representing three-fourths in value of the creditors or class of creditors or members or class of members, as the case may be, present and voting either in person or by proxy at the meeting, vote in favour of a resolution agreeing to any compromise or arrangement, the compromise or arrangement shall, if sanctioned by the court, be binding on all the creditors or the class of creditors, or on the members or class of members, as the case may be, and also on the company or, in the case of a company in the course of being wound up, on the liquidator and contributories of the company.

(4) Section 144 shall apply to any such resolution as is mentioned in subsection (3) which is passed at any adjourned meeting held under this section.

(5) An order made under subsection (3) shall have no effect until an office copy of the order has been delivered to the registrar of companies for registration, and a copy of every such order shall be annexed to every copy of the memorandum of the company issued after the order has been made, or, in the case of a company not having a memorandum, of every copy so issued of the instrument constituting or defining the constitution of the company.

(6) If a company fails to comply with subsection (5), the company and every officer of the company who is in default shall be liable to a fine not exceeding £20.

(7) In this section and in section 202, “company” means any company liable to be wound up under this Act, and “arrangement” includes a reorganisation of the share capital of the company by the consolidation of shares of different classes or by the division of shares into shares of different classes or by both those methods.

202 Information as to compromises with members and creditors.

202.—(1) Where a meeting of creditors or any class of creditors or members or any class of members is summoned under section 201 there shall—

(a) with every notice summoning the meeting which is sent to a creditor or member, be sent also a statement explaining the effect of the compromise or arrangement and in particular stating any material interests of the directors of the company, whether as directors or as members or as creditors of the company or otherwise, and the effect thereon of the compromise or arrangement, in so far as it is different from the effect on the like interests of other persons; and

(b) in every notice summoning the meeting which is given by advertisement, be included either such a statement as aforesaid or a notification of the place at which and the manner in which creditors or members entitled to attend the meeting may obtain copies of such a statement as aforesaid.

(2) Where the compromise or arrangement affects the rights of debenture holders of a company, the said statement shall give the like explanation in relation to the trustees of any deed for securing the issue of the debentures as it is required to give in relation to the company's directors.

(3) Where a notice given by advertisement includes a notification that copies of a statement explaining the effect of a compromise or arrangement proposed can be obtained by creditors or members entitled to attend the meeting, every such creditor or member shall, on making application in the manner indicated by the notice, be furnished by the company free of charge with a copy of the statement.

(4) Subject to subsection (5), where a company fails to comply with any requirement of this section, the company and every officer of the company who is in default shall be liable to a fine not exceeding £100, and for the purpose of this subsection any liquidator of the company and any trustee of a deed for securing the issue of debentures of the company shall be deemed to be an officer of the company.

(5) A person shall not be liable under subsection (4) if that person shows that the default was due to the refusal of any other person, being a director or trustee for debenture holders, to supply the necessary particulars as to his interests.

(6) It shall be the duty of any director of the company and of any trustee for debenture holders of the company to give notice to the company of such matters relating to himself as may be necessary for the purposes of this section, and any person who makes default in complying with this subsection shall be liable to a fine not exceeding £50.

203 Provisions to facilitate reconstruction and amalgamation of companies.

203.—(1) Where an application is made to the court under section 201 for the sanctioning of a compromise or arrangement proposed between a company and any such persons as are mentioned in that section, and it is shown to the court that the compromise or arrangement has been proposed for the purposes of or in connection with a scheme for the reconstruction of any company or companies or the amalgamation of any two or more companies, and that under the scheme the whole or any part of the undertaking or the property of any company concerned in the scheme (in this section referred to as “a transferor company”) is to be transferred to another company (in this section referred to as “the transferee company”), the court may, either by the order sanctioning the compromise or arrangement or by any subsequent order make provision for all or any of the following matters—

(a) the transfer to the transferee company of the whole or any part of the undertaking and of the property or liabilities of any transferor company;

(b) the allotting or appropriation by the transferee company of any shares, debentures, policies or other like interests in that company which under the compromise or arrangement are to be allotted or appropriated by that company to or for any person;

(c) the continuation by or against the transferee company of any legal proceedings pending by or against any transferor company;

(d) the dissolution, without winding up, of any transferor company;

(e) the provision to be made for any persons who, within such time and in such manner as the court directs, dissent from the compromise or arrangement;

(f) such incidental, consequential and supplemental matters as are necessary to secure that the reconstruction or amalgamation shall be fully and effectively carried out.

(2) Where an order under this section provides for the transfer of property or liabilities, that property shall, by virtue of the order, be transferred to and vest in, and those liabilities shall, by virtue of the order, be transferred to and become the liabilities of the transferee company, and in the case of any property, if the order so directs, freed from any charge which is, by virtue of the compromise or arrangement, to cease to have effect.

(3) Where an order is made under this section, every company in relation to which the order is made shall cause an office copy thereof to be delivered to the registrar of companies for registration within 21 days after the making of the order, and if default is made in complying with this subsection, the company and every officer of the company who is in default shall be liable to a fine not exceeding £25.

(4) In this section, “property” includes property, rights and powers of every description, and “liabilities” includes duties.

(5) Notwithstanding subsection (7) of section 201, “company” in this section does not include any company other than a company within the meaning of this Act.

204 Power to acquire shares of shareholders dissenting from scheme or contract which has been approved by majority.

204.—(1) Subject to subsection (2), where a scheme, contract or offer involving the acquisition by one company, whether a company within the meaning of this Act or not (in this section referred to as “the transferee company”) of the beneficial ownership of all the shares (other than shares already in the beneficial ownership of the transferee company) in the capital of another company, being a company within the meaning of this Act (in this section referred to as “the transferor company”) has become binding or been approved or accepted in respect of not less than four-fifths in value of the shares affected not later than the date 4 months after publication generally to the holders of the shares affected of the terms of such scheme, contract or offer, the transferee company may at any time before the expiration of the period of 6 months next following such publication give notice in the prescribed manner to any dissenting shareholder that it desires to acquire the beneficial ownership of his shares, and when such notice is given the transferee company shall, unless on an application made by the dissenting shareholder within one month from the date on which the notice was given, the court thinks fit to order otherwise, be entitled and bound to acquire the beneficial ownership of those shares on the terms on which under the scheme, contract or offer, the beneficial ownership of the shares in respect of which the scheme, contract or offer has become binding or been approved or accepted is to be acquired by the transferee company.

(2) Where shares in the transferor company are, at the date of such publication, already in the beneficial ownership of the transferee company to a value greater than one-fifth of the aggregate value of those shares and the shares affected, subsection (1) shall not apply unless the assenting shareholders besides holding not less than four-fifths in value of the shares affected are not less than three-fourths in number of the holders of those shares.

(3) For the purpose of this section, shares in the transferor company in the beneficial ownership of a subsidiary of the transferee company shall be deemed to be in the beneficial ownership of the transferee company, the acquisition of the beneficial ownership of shares in the transferor company by a subsidiary of the transferee company shall be deemed to be the acquisition of such beneficial ownership by the transferee company and shares shall not be treated as not being in the beneficial ownership of the transferee company merely by reason of the fact that those shares are or may become subject to a charge in favour of another person.

(4) Where, in consequence of any such scheme, contract or offer, the beneficial interest in shares in the transferor company is acquired by the transferee company and as a result of such acquisition the transferee company has become the beneficial owner of four-fifths in value of all the shares in the transferor company then—

(a) the transferee company shall, within one month of the date of such acquisition, give notice of that fact in the prescribed manner to all holders of shares in the transferor company not in the beneficial ownership of the transferee company; and

(b) any such holder may, within 3 months from the giving of the notice to him, require the transferee company to acquire his shares;

and, where a shareholder gives notice under paragraph (b) in relation to any shares, the transferee company shall be entitled and bound to acquire the beneficial ownership of those shares on the terms on which under the scheme, contract or offer the beneficial ownership of the shares of the assenting shareholders was acquired by it, or on such other terms as may be agreed or as the court on the application either of the transferee company or of a shareholder thinks fit to order, and subsections (5), (6) and (7) shall be applicable mutatis mutandis as if any reference therein to a notice given under subsection (1) were a reference to a notice given under paragraph (b).

(5) Where a notice has been given by the transferee company under subsection (1) and the court has not, on application made by the dissenting shareholder, ordered to the contrary, the transferee company shall, on the expiration of one month from the date on which the notice was given, or, if an application to the court by the dissenting shareholder is then pending, after that application has been disposed of, transmit to the transferor company a copy of the notice together with an instrument of transfer of the shares of the dissenting shareholder executed on behalf of the dissenting shareholder as transferor by any person appointed by the transferee company and by the transferee (being either the transferee company or a subsidiary of the transferee company or a nominee of the transferee company or of such a subsidiary) and pay to or vest in the transferor company the amount or other consideration representing the price payable by the transferee company for the shares the beneficial ownership of which by virtue of this section the transferee company is entitled to acquire, and the transferor company shall thereupon register as the holder of those shares the person who executed such instrument as the transferee, so however, that an instrument of transfer shall not be so required for any share for which a share warrant is for the time being outstanding.

(6) Any sums received by the transferor company under this section shall be paid into a separate bank account and any such sums and any other consideration so received shall be held by that company on trust for the several persons entitled to the shares in respect of which the said sums or other consideration were respectively received.

(7) The transferor company or a nominee of the transferor company shall not be entitled to exercise any right of voting conferred by any shares in the transferee company issued to it or to its nominee as aforesaid except by and in accordance with instructions given by the shareholder in respect of whom those shares were so issued or his successor in title.

(8) In this section, “the shares affected” means the shares the acquisition of the beneficial ownership of which by the transferee company is involved in the scheme, contract or offer, “assenting shareholder” means a holder of any of the shares affected in respect of which the scheme, contract or offer has become binding or been approved or accepted and “dissenting shareholder” means a holder of any of the shares affected in respect of which the scheme, contract or offer has not become binding or been approved or accepted or who has failed or refused to transfer his shares in accordance with the scheme, contract or offer.

(9) Where the scheme, contract or offer becomes binding on or is approved or accepted by a person in respect of a part only of the shares held by him, he shall be treated as an assenting shareholder as regards that part of his holding and as a dissenting shareholder as regards the remainder of his holding.

(10) Where the scheme, contract or offer provides that an assenting shareholder may elect between 2 or more sets of terms for the acquisition by the transferee company of the beneficial ownership of the shares affected, the notice given by the transferee company under subsection (1) shall be accompanied by or embody a notice stating the alternative sets of terms between which assenting shareholders are entitled to elect and specifying which of those sets of terms shall be applicable to the dissenting shareholder if he does not before the expiration of 14 days from the date of the giving of the notice notify to the transferee company in writing his election as between such alternative sets of terms, and the terms upon which the transferee company shall under this section be entitled and bound to acquire the beneficial ownership of the shares of the dissenting shareholder shall be the set of terms which the dissenting shareholder shall so notify or, in default of such notification, the set of terms so specified as applicable.

(11) In the application of this section to a transferor company the share capital of which consists of two or more classes of shares, references to the shares in the capital of the transferor company shall be construed as references to the shares in its capital of a particular class.

(12) Subject to subsection (13), this section shall not apply to a scheme, contract or offer the terms of which were published generally to the holders of the shares affected before the operative date and section 8 of the Companies Act, 1959, shall continue to apply to any such scheme, contract or offer and for the purposes of any such scheme, contract or offer, the said section shall be deemed to remain in full force.

(13) Where any such scheme, contract or offer as is mentioned in subsection (1) was approved or accepted in the manner described in that subsection at any time before the passing of the Companies Act, 1959, the court may by order on an application made to it by the transferee company within 6 months after the operative date authorise notice to be given under this section within such time after the making of the order as the court shall direct, and this section shall apply accordingly, except that the terms on which the shares of the dissenting shareholder are to be acquired shall be such terms as the court may by the order direct, instead of the terms provided by the scheme, contract or offer.

Minorities.

205 Remedy in cases of oppression.

205.—(1) Any member of a company who complains that the affairs of the company are being conducted or that the powers of the directors of the company are being exercised in a manner oppressive to him or any of the members (including himself), or in disregard of his or their interests as members, may apply to the court for an order under this section.

(2) In a case falling within subsection (3) of section 170, the Minister may apply for an order under this section.

(3) If, on any application under subsection (1) or subsection (2) the court is of opinion that the company's affairs are being conducted or the directors' powers are being exercised as aforesaid, the court may, with a view to bringing to an end the matters complained of, make such order as it thinks fit, whether directing or prohibiting any act or cancelling or varying any transaction or for regulating the conduct of the company's affairs in future, or for the purchase of the shares of any members of the company by other members of the company or by the company and in the case of a purchase by the company, for the reduction accordingly of the company's capital, or otherwise.

(4) Where an order under this section makes any alteration in or addition to any company's memorandum or articles, then, notwithstanding anything in any other provision of this Act but subject to the provisions of the order, the company concerned shall not have power without the leave of the court to make any further alteration in or addition to the memorandum or articles inconsistent with the provisions of the order; but, subject to the foregoing provisions of this subsection, the alterations or additions made by the order shall be of the same effect as if duly made by resolution of the company, and the provisions of this Act shall apply to the memorandum or articles as so altered or added to accordingly.

(5) An office copy of any order under this section altering or adding to or giving leave to alter or add to a company's memorandum or articles shall, within 21 days after the making thereof, be delivered by the company to the registrar of companies for registration; and if a company fails to comply with this subsection, the company and every officer of the company who is in default shall be liable to a fine not exceeding £25.

(6) The personal representative of a person who, at the date of his death was a member of a company, or any trustee of, or person beneficially interested in, the shares of a company by virtue of the will or intestacy of any such person, may apply to the court under subsection (1) for an order under this section and, accordingly, any reference in that subsection to a member of a company shall be construed as including a reference to any such personal representative, trustee or person beneficially interested as aforesaid or to all of them.

(7) If, in the opinion of the court, the hearing of proceedings under this section would involve the disclosure of information the publication of which would be seriously prejudicial to the legitimate interests of the company, the court may order that the hearing of the proceedings or any part thereof shall be in camera.

PART VI. Winding up.

Modes of Winding Up.

206 Modes of winding up.

206.—(1) The winding up of a company may be—

(a) by the court; or

(b) voluntary.

(2) The provisions of this Act relating to winding up apply, unless the contrary appears, to the winding up of a company in either of those modes.

Contributories.

207 Liability as contributories of past and present members.

207.—(1) In the event of a company being wound up, every present and past member shall be liable to contribute to the assets of the company to an amount sufficient for payment of its debts and liabilities, and the costs, charges and expenses of the winding up, and for the adjustment of the rights of the contributories among themselves, subject to subsection (2) and the following qualifications:

(a) a past member shall not be liable to contribute if he has ceased to be a member for one year or more before the commencement of the winding up;

(b) a past member shall not be liable to contribute in respect of any debt or liability of the company contracted after he ceased to be a member;

(c) a past member shall not be liable to contribute unless it appears to the court that the existing members are unable to satisfy the contributions required to be made by them in pursuance of this Act;

(d) in the case of a company limited by shares, no contribution shall be required from any member exceeding the amount, if any, unpaid on the shares in respect of which he is liable as a present or past member;

(e) in the case of a company limited by guarantee, no contribution shall, subject to subsection (3), be required from any member exceeding the amount undertaken to be contributed by him to the assets of the company in the event of its being wound up;

(f) nothing in this Act shall invalidate any provision contained in any policy of insurance or other contract whereby the liability of individual members on the policy or contract is restricted, or whereby the funds of the company are alone made liable in respect of the policy or contract;

(g) a sum due to any member of the company, in his character of a member, by way of dividends, profits or otherwise, shall not be deemed to be a debt of the company, payable to that member in a case of competition between himself and any other creditor not a member of the company, but any such sum may be taken into account for the purpose of the final adjustment of the rights of the contributories among themselves.

(2) In the winding up of a limited company, any director, whether past or present, whose liability is, under this Act, unlimited, shall, in addition to his liability (if any) to contribute as an ordinary member, be liable to make a further contribution as if he were at the commencement of the winding up a member of an unlimited company, so, however, that—

(a) a past director shall not be liable to make such further contribution if he has ceased to hold office for a year or more before the commencement of the winding up;

(b) a past director shall not be liable to make such further contribution in respect of any debt or liability of the company contracted after he ceased to hold office;

(c) subject to the articles of the company, a director shall not be liable to make such further contribution unless the court deems it necessary to require that contribution in order to satisfy the debts and liabilities of the company and the costs, charges and expenses of the winding up.

(3) In the winding up of a company limited by guarantee which has a share capital, every member of the company shall be liable, in addition to the amount undertaken to be contributed by him to the assets of the company in the event of its being wound up, to contribute to the extent of any sums unpaid on any shares held by him.

208 Definition of “contributory”.

208.—The term “contributory” means every person liable to contribute to the assets of a company in the event of its being wound up, and for the purposes of all proceedings for determining, and all proceedings prior to the final determination of, the persons who are to be deemed contributories, includes any person alleged to be a contributory.

209 Liability of contributory.

209.—(1) The liability of a contributory shall create a debt accruing due from him at the time when his liability commenced, but payable at the times when calls are made for enforcing the liability.

(2) An action to recover a debt created by this section shall not be brought after the expiration of 12 years from the date on which the cause of action accrued.

210 Contributories in case of death of member.

210.—(1) If a contributory dies, either before or after he has been placed on the list of contributories, his personal representatives shall be liable in due course of administration to contribute to the assets of the company in discharge of his liability and shall be contributories accordingly.

(2) If the personal representatives make default in paying any money ordered to be paid by them, proceedings may be taken for the administration of the estate of the deceased contributory or otherwise for compelling payment thereout of the money due.

211 Contributories in case of bankruptcy of member.

211.—If a contributory becomes bankrupt, either before or after he has been placed on the list of contributories—

(a) the Official Assignee shall represent him for all the purposes of the winding up, and shall be a contributory accordingly, and may be called on to admit to proof against the estate of the bankrupt or otherwise to allow to be paid out of his assets in due course of law any money due from the bankrupt in respect of his liability to contribute to the assets of the company; and

(b) there may be proved against the estate of the bankrupt the estimated value of his liability to future calls as well as calls already made.

Jurisdiction.

212 Jurisdiction to wind up companies.

212.—The High Court shall have jurisdiction to wind up any company.

Cases in which Company may be wound up by the Court.

213 Circumstances in which company may be wound up by the court.

213.—A company may be wound up by the court if—

(a) the company has by special resolution resolved that the company be wound up by the court;

(b) default is made in delivering the statutory report to the registrar or in holding the statutory meeting;

(c) the company does not commence its business within a year from its incorporation or suspends its business for a whole year;

(d) the number of members is reduced, in the case of a private company, below two, or, in the case of any other company, below seven;

(e) the company is unable to pay its debts;

(f) the court is of opinion that it is just and equitable that the company should be wound up;

(g) the court is satisfied that the company's affairs are being conducted, or the powers of the directors are being exercised, in a manner oppressive to any member or in disregard of his interests as a member and that, despite the existence of an alternative remedy, winding up would be justified in the general circumstances of the case so, however, that the court may dismiss a petition to wind up under this paragraph if it is of opinion that proceedings under section 205 would, in all the circumstances, be more appropriate.

214 Circumstances in which company deemed to be unable to pay its debts.

214.—A company shall be deemed to be unable to pay its debts—

(a) if a creditor, by assignment or otherwise, to whom the company is indebted in a sum exceeding £50 then due, has served on the company, by leaving it at the registered office of the company, a demand in writing requiring the company to pay the sum so due, and the company has for 3 weeks thereafter neglected to pay the sum or to secure or compound for it to the reasonable satisfaction of the creditor; or

(b) if 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

(c) if it is proved to the satisfaction of the court that the company is unable to pay its debts, and in determining whether a company is unable to pay its debts, the court shall take into account the contingent and prospective liabilities of the company.

Petition for Winding Up and Effects thereof.

215 Provisions as to applications for winding up.

215.—An application to the court for the winding up of a company shall be by petition presented, subject to the provisions of this section, either by the company or by any creditor or creditors (including any contingent or prospective creditor or creditors), contributory or contributories, or by all or any of those parties, together or separately, so, however, that—

(a) a contributory shall not be entitled to present a winding up petition unless—

(i) either the number of members is reduced, in the case of a private company, below two, or in the case of any other company, below seven; or

(ii) the shares in respect of which he is a contributory, or some of them, either were originally allotted to him or have been held by him, and registered in his name, for at least 6 months during the 18 months before the commencement of the winding up, or have devolved on him through the death of a former holder; and

(b) a winding-up petition shall not, if the ground of the petition is default in delivering the statutory report to the registrar or in holding the statutory meeting, be presented by any person except a shareholder, nor before the expiration of 14 days after the last day on which the meeting ought to have been held; and

(c) the court shall not give a hearing to a winding-up petition presented by a contingent or prospective creditor until such security for costs has been given as the court thinks reasonable, and until a prima facie case for winding up has been established to the satisfaction of the court; and

(d) in a case falling within subsection (3) of section 170 a winding-up petition may be presented by the Minister; and

(e) a petition for winding up on the grounds mentioned in paragraph (g) of section 213 may be presented by any person entitled to bring proceedings for an order under section 205.

216 Powers of court on hearing petition.

216.—(1) On hearing a winding-up petition, the court may dismiss it, or adjourn the hearing conditionally or unconditionally, or make any interim order, or any other order that it thinks fit, but the court shall not refuse to make a winding-up order on the ground only that the assets of the company have been mortgaged to an amount equal to or in excess of those assets, or that the company has no assets.

(2) Where the petition is presented on the ground of default in delivering the statutory report to the registrar or in holding the statutory meeting, the court may—

(a) instead of making a winding-up order, direct that the statutory report shall be delivered or that a meeting shall be held; and

(b) order the costs to be paid by any persons who, in the opinion of the court, are responsible for the default.

217 Power to stay or restrain proceedings against company.

217.—At any time after the presentation of a winding-up petition, and before a winding-up order has been made, the company or any creditor or contributory may—

(a) where any action or proceeding against the company is pending in the High Court or on appeal in the Supreme Court apply to the court in which the action or proceeding is pending for a stay of proceedings therein; and

(b) where any other action or proceeding is pending against the company, apply to the High Court to restrain further proceedings in the action or proceeding;

and the court to which application is so made may, as the case may be, stay or restrain the proceedings accordingly on such terms and for such period as it thinks fit.

218 Avoidance of dispositions of property and transfer of shares after commencement of winding up.

218.—In a winding up by the court, any disposition of the property of the company, including things in action, and any transfer of shares or alteration in the status of the members of the company, made after the commencement of the winding up, shall, unless the court otherwise orders, be void.

219 Avoidance of executions against property of company.

219.—Where any company is being wound up by the court, any attachment, sequestration, distress or execution put in force against the property or effects of the company after the commencement of the winding up shall be void to all intents.

Commencement of Winding Up.

220 Commencement of winding up by the court.

220.—(1) Where, before the presentation of a petition for the winding up of a company by the court, a resolution has been passed by the company for voluntary winding up, the winding up of the company shall be deemed to have commenced at the time of the passing of the resolution, and unless the court, on proof of fraud or mistake, thinks fit to direct otherwise, all proceedings taken in the voluntary winding up shall be deemed to have been validly taken.

(2) In any other case, the winding up of a company by the court shall be deemed to commence at the time of the presentation of the petition for the winding up.

Consequences of Winding-up Order.

221 Copy of order for winding up to be forwarded to registrar.

221.—(1) On the making of a winding-up order, an office copy of the order must forthwith be delivered by the company, or by such person as the court may direct, to the registrar of companies for registration.

(2) If a company makes default in complying with subsection (1), the company and every officer of the company who is in default shall be liable to a fine not exceding £25 and if any other person makes default in complying with subsection (1) such person shall be liable to a fine not exceeding £25.

222 Actions against company stayed on winding-up order.

222.—When a winding-up order has been made or a provisional liquidator has been appointed, no action or proceeding shall be proceeded with or commenced against the company except by leave of the court and subject to such terms as the court may impose.

223 Effect of winding-up order.

223.—An order for winding up a company shall operate in favour of all the creditors and of all the contributories of the company, as if made on the joint petition of a creditor and of a contributory.

224 Statement of company's affairs to be filed in court.

224.—(1) Where the court has made a winding-up order or appointed a provisional liquidator, there shall, unless the court thinks fit to order otherwise and so orders, be made out and filed in the court a statement as to the affairs of the company in the prescribed form, verified by affidavit, and showing the particulars of its assets, debts and liabilities, the names, residences and occupations of its creditors, the securities held by them respectively, the dates when the securities were respectively given, and such further or other information as may be prescribed or as the court may require.

(2) The statement shall be filed and verified by one or more of the persons who are at the relevant date the directors and by the person who is at that date the secretary of the company or by such of the persons hereinafter mentioned in this subsection as the court may require to file and verify the statement, that is, persons—

(a) who are or have been officers of the company;

(b) who have taken part in the formation of the company at any time within one year before the relevant date;

(c) who are in the employment of the company, or have been in the employment of the company within the said year, and are in the opinion of the court, capable of giving the information required;

(d) who are or have been within the said year officers of or in the employment of a company which is, or within the said year was, an officer of the company to which the statement relates.

(3) The statement shall be filed within 21 days from the relevant date or within such extended time as the court may for special reasons appoint.

(4) Any person making or concurring in making the statement and affidavit required by this section shall be allowed, and shall be paid out of the assets of the company, such costs and expenses incurred in and about the preparation and making of the statement and affidavit as the court may allow.

(5) If any person, without reasonable excuse, makes default in complying with the requirements of this section, he shall be liable to a fine not exceeding £100.

(6) Any person who states in writing that he is a creditor or contributory of the company shall be entitled by himself or by his agent at all reasonable times, on payment of the prescribed fee, to inspect the statement filed in pursuance of this section, and to a copy thereof or extract therefrom.

(7) Any person untruthfully so stating himself to be a creditor or contributory shall be guilty of a contempt of court and shall, on the application of the liquidator, be punishable accordingly.

(8) In this section, “the relevant date” means, in a case where a provisional liquidator is appointed, the date of his appointment, and, in a case where no such appointment is made, the date of the winding-up order.

Liquidators.

225 Appointment of liquidator.

225.—For the purpose of conducting the proceedings in winding up a company and performing such duties in reference thereto as the court may impose, the court may appoint a liquidator or liquidators.

226 Appointment and powers of provisional liquidator.

226.—(1) Subject to subsection (2), the court may appoint a liquidator provisionally at any time after the presentation of a winding-up petition and before the first appointment of liquidators.

(2) Where a liquidator is provisionally appointed by the court, the court may limit and restrict his powers by the order appointing him.

227 Publication by liquidator of his appointment.

227.—(1) In a winding up by the court, the liquidator shall within 21 days after his appointment, publish in Iris Oifigiúil a notice of his appointment and deliver to the registrar of companies an office copy of the court order appointing him.

(2) If the liquidator fails to comply with subsection (1), he shall be liable to a fine not exceeding £50.

228 General provisions as to liquidators.

228.—The following provisions relating to liquidators shall have effect on a winding-up order being made—

(a) the court may determine whether any and what security is to be given by a liquidator on his appointment;

(b) a liquidator shall be described by the style of “the official liquidator” of the particular company in respect of which he is appointed and not by his individual name;

(c) a liquidator appointed by the court may resign or, on cause shown, be removed by the court;

(d) a person appointed liquidator shall receive such salary or remuneration by way of percentage or otherwise as the court may direct, and if more such persons than one are appointed liquidators, their remuneration shall be distributed among them in such proportions as the court directs;

(e) a vacancy in the office of a liquidator appointed by the court shall be filled by the court;

(f) if more than one liquidator is appointed by the court, the court shall declare whether any act by this Act required or authorised to be done by the liquidator is to be done by all or any one or more of the persons appointed;

(g) subject to section 300, the acts of a liquidator shall be valid notwithstanding any defects that may afterwards be discovered in his appointment or qualification.

229 Custody of company's property.

229.—(1) Where a winding-up order has been made or where a provisional liquidator has been appointed, the liquidator or the provisional liquidator, as the case may be, shall take into his custody or under his control all the property and things in action to which the company is or appears to be entitled.

(2) If and so long as there is no liquidator, all the property of the company shall be deemed to be in the custody of the court.

230 Vesting of property of company in liquidator.

230.—Where a company is being wound up by the court, the court may, on the application of the liquidator, by order direct that all or any part of the property of whatsoever description belonging to the company or held by trustees on its behalf shall vest in the liquidator by his official name, and thereupon the property to which the order relates shall vest accordingly, and the liquidator may, after giving such indemnity, if any, as the court may direct, bring or defend in his official name any action or other legal proceeding which relates to that property or which it is necessary to bring or defend for the purpose of effectually winding up the company and recovering its property.

231 Powers of liquidator.

231.—(1) The liquidator in a winding up by the court shall have power, with the sanction of the court or of the committee of inspection—

(a) to bring or defend any action or other legal proceeding in the name and on behalf of the company;

(b) to carry on the business of the company so far as may be necessary for the beneficial winding up thereof;

(c) to appoint a solicitor to assist him in the performance of his duties;

(d) to pay any classes of creditors in full;

(e) to make any compromise or arrangement with creditors or persons claiming to be creditors, or having or alleging themselves to have any claim present or future, certain or contingent, ascertained or sounding only in damages against the company, or whereby the company may be rendered liable;

(f) to compromise all calls and liabilities to calls, debts and liabilities capable of resulting in debts, and all claims, present or future, certain or contingent, ascertained or sounding only in damages, subsisting or supposed to subsist between the company and a contributory or alleged contributory or other debtor or person apprehending liability to the company, and all questions in any way relating to or affecting the assets or winding up of the company, on such terms as may be agreed, and take any security for the discharge of any such call, debt, liability or claim, and give a complete discharge in respect thereof.

(2) The liquidator in a winding up by the court shall have power—

(a) to sell the real and personal property and things in action of the company by public auction or private contract, with power to transfer the whole thereof to any person or company or to sell the same in lots and for the purpose of selling the company's land or any part thereof to carry out such sales by fee farm grant, sub fee farm grant, lease, sub-lease or otherwise, and to sell any rent reserved on any such grant or any reversion expectant upon the determination of any such lease;

(b) to do all acts and to execute, in the name and on behalf of the company, all deeds, receipts and other documents, and for that purpose to use, when necessary, the company's seal;

(c) where any contributory has been adjudged bankrupt or has presented a petition for arrangement with his creditors in pursuance of the Bankruptcy Acts, to prove, rank and claim in the bankruptcy or arrangement for any balance against his estate, and to receive dividends in the bankruptcy or arrangement in respect of that balance, as a separate debt due from the bankrupt or arranging debtor, and rateably with the other separate creditors;

(d) to draw, accept, make and endorse any bill of exchange

or promissory note in the name and on behalf of the company, with the same effect with respect to the liability of the company as if the bill or note had been drawn, accepted, made or endorsed by or on behalf of the company in the course of its business;

(e) to raise on the security of the assets of the company any money requisite;

(f) to take out in his official name letters of administration to any deceased contributory and to do in his official name any other act necessary for obtaining payment of any money due from a contributory or his estate which cannot be conveniently done in the name of the company, and in all such cases the money due shall, for the purpose of enabling the liquidator to take out the letters of administration or recover the money, be deemed to be due to the liquidator himself;

(g) to give security for costs in any proceedings commenced by the company or by him in the name of the company;

(h) to appoint an agent to do any business which the liquidator is unable to do himself;

(i) to do all such other things as may be necessary for winding up the affairs of the company and distributing its assets.

(3) The exercise by the liquidator in a winding up by the court of the powers conferred by this section shall be subject to the control of the court, and any creditor or contributory may apply to the court in relation to any exercise or proposed exercise of any of those powers.

(4) The court may provide by any order that the liquidator may, where there is no committee of inspection, exercise any of the powers mentioned in paragraph (a) or paragraph (b) of subsection (1) without the sanction or intervention of the court.

Committees of Inspection.

232 Meetings of creditors and contributories to determine whether committee of inspection should be appointed.

232.—(1) When a winding-up order has been made by the court, the liquidator shall if the court by order so directs summon a meeting of the creditors of the company or separate meetings of the creditors and contributories of the company for the purpose of determining whether or not an application is to be made to the court for the appointment of a committee of inspection to act with the liquidator and who are to be the members of the committee if appointed.

(2) The court may make any appointment and order required to give effect to any such determination, and if there is a difference between the determinations of the meetings of the creditors and contributories in respect of the matters aforesaid, the court shall decide the difference and make such order thereon as the court may think fit.

233 Constitution and proceedings of committee of inspection.