Legalize / Ireland / Act

Building Societies Act , 1976

Type Act

Publication 1976-12-21

State In force

Source Irish Statute Book

articles 97

Reform history JSON API

PART I Preliminary and General

1 Short title.

1.—This Act may be cited as the Building Societies Act, 1976.

2 Interpretation.

2.—(1) In this Act—

“Act of 1954” means the Arbitration Act, 1954;

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

“Act of 1971” means the Central Bank Act, 1971;

“alteration”, in relation to the rules of a society, includes any addition to the rules and also includes the rescission of all or any of the rules, whether with or without the substitution of one or more than one rule for any rules rescinded, and cognate words shall be construed accordingly;

“bank” means the holder of a licence under section 9 of the Act of 1971;

“board of directors”, in relation to a society managed by a committee of management, means that committee;

“Central Bank” means the Central Bank of Ireland;

“commission” includes any gift, bonus, fee, payment or other benefit;

“Court” means the High Court, except where the context otherwise requires;

“director” includes a member of a committee of management and any other person occupying the position of director, by whatever name called;

“member”, in relation to a society, has the meaning assigned to it by section 17;

“member of the family”, in relation to a person, means the spouse, son, daughter, step-son, step-daughter, adopted son or adopted daughter of that person;

“Minister” means the Minister for Local Government;

“mortgage” includes charge;

“officer”, in relation to a society, includes a director, chief executive or secretary, and in Part V also includes an auditor;

“prescribed” means prescribed by regulations made under this Act;

“Registrar” has the meaning assigned to it by section 85;

“society” means a building society established under this Act for the purpose of raising, in accordance with this Act, funds (by the subscriptions of the members, the acceptance of deposits and loans) for making loans to members on security by the mortgage of freehold or leasehold estate or interest;

“solicit deposits or subscriptions for shares” includes publish or display any matter soliciting deposits or subscriptions for shares whether by notice, circular, photograph, film, sound broadcasting, television, personal canvassing or otherwise;

“special resolution” has the meaning assigned to it by section 56.

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

(3) In this Act 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.

3 Commencement.

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

4 Service of notices.

4.—Where notice is required by this Act to be served on a person, it shall, unless otherwise specified in this Act, be addressed to him and shall be served on or given to him in one of the following ways—

(a) where it is addressed to him by name, by delivering it to him;

(b) by leaving it at the address at which he ordinarily resides or, in a case in which an address for service has been furnished, at that address;

(c) by sending it by ordinary prepaid post addressed to him at the address at which he ordinarily resides or, in a case in which an address for service has been furnished, at that address.

5 Regulations.

5.—(1) (a) Subject to paragraph (b), the Minister may make regulations prescribing any matter or thing referred to in this Act as prescribed or to be prescribed.

(b) For the purposes of Part IV, the Minister for Finance may make regulations prescribing any matter or thing referred to in that Part as prescribed or to be prescribed.

(2) Regulations under this Act may apply either generally or by reference to a specified class or classes of societies, loans, rules or such other matters as the Minister making the regulations may consider appropriate.

(3) Without prejudice to any other power conferred by this Act, regulations thereunder may contain such incidental, consequential, transitional or supplementary provisions as may appear to the Minister making the regulations to be necessary or proper for any purpose of this Act or in consequence of, or to give full effect to, any provision of this Act.

(4) Every regulation made under this Act (other than a regulation under section 76) 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 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.

6 Repeals.

6.—The enactments specified in column (2) of the Schedule are hereby repealed to the extent specified in column (3) of the Schedule.

7 Expenses.

7.—(1) The expenses incurred by the Minister in the administration of this Act shall, to such extent as may be sanctioned by the Minister for Finance, be paid out of moneys provided by the Oireachtas.

(2) The expenses incurred by the Minister for Finance in the administration of this Act shall be paid out of moneys provided by the Oireachtas.

(3) The expenses incurred by the Minister for Industry and Commerce in the administration of this Act shall, to such extent as may be sanctioned by the Minister for Finance, be paid out of moneys provided by the Oireachtas.

PART II Establishment, Rules, Powers etc. of Societies

8 Establishment of a society.

8.—Any ten or more persons not disqualified under this Act may establish a society by agreeing on rules for the government of the society which comply with section 10 and by complying with the requirements of section 11 (1).

9 Use of certain words.

9.—(1) The words “building society” or the words “cumann foirgníochta” shall be included in the name of a society.

(2) A person other than a society or other than a public utility society in existence at the commencement of this section shall not use in reference to itself or himself a name, title or descriptive expression containing the words “building society” or the words “cumann foirgníochta” or any translation, variant or derivative of those words.

10 Rules.

10.—(1) The rules of every society shall specify—

(a) the name of the society;

(b) the manner in which the funds of the society are to be raised;

(d) whether preferential shares are to be issued and, if so, within what limits;

(e) in the case of a society incorporated on or after the commencement of this section, provision for the issue of shares in compliance with section 18;

(f) whether the society intends to borrow money and, if so, within what limits;

(g) whether deposits are to be accepted and, if so, on what terms;

(h) the purposes to which the funds of the society are to be applied and the manner in which they are to be invested;

(i) the manner in which loans are to be made and repaid, any deductions for premiums, and the conditions on which a borrower can redeem the amount due from him before the expiration of the period for which the loan was made;

(j) provision for the custody of the mortgage deeds and other securities belonging to the society;

(k) the manner in which losses are to be ascertained and provided for;

(l) the powers and duties of the board of directors and other officers;

(m) the manner of appointing, remunerating, and removing the board of directors and other officers (including the filling of casual vacancies), and the manner of remunerating auditors;

(n) provision for the use of the seal of the society;

(o) the right of members to requisition meetings, the form of notice for the convening of meetings and the manner of service of the notice;

(p) the manner in which notice of any resolution (including a special resolution) to be moved at meetings is to be given to members;

(q) the procedure to be observed at meetings;

(r) the voting rights of members, the right of a member to appoint a proxy and demand a poll and the manner in which a poll is to be taken;

(s) whether disputes between the society and any of its members, or any person claiming by or through any member or under the rules, shall be settled by reference to a court, the Registrar or arbitration;

(t) any fines and forfeitures to be imposed on members of the society;

(u) the manner in which membership of the society is to cease;

(v) the manner in which the society may be wound up.

(2) (a) The rules of a society shall be binding on each of the members and officers of the society and on all persons claiming on account of a member or under the rules, and all members, officers and such persons shall be taken to have full notice of the rules.

(b) A society shall supply to any person requiring it a copy of its rules and may charge for the copy a fee of such amount as may from time to time be fixed by the Registrar.

(3) The Minister may prescribe rules in respect of a matter referred to in subsection (1), either generally or by reference to a specified class or classes of rules or societies, denoted by reference to such matters as the Minister may consider appropriate.

(4) (a) Where rules of a specified class or classes have been prescribed under subsection (3) and the rules of a society established before the commencement of regulations under that subsection are not in the opinion of the Registrar substantially in accordance with the rules as so prescribed, the Registrar shall notify the society of his opinion within six months after the commencement of the regulations, and in such a case the prescribed rules shall (with effect from a date, specified by the Registrar, not earlier than one year from the commencement of the regulations) be deemed to be the rules of the society in substitution for those in force on the date of the making of the regulations.

(b) A society may within a period of three months beginning on the date of receipt of the Registrar's opinion under this subsection appeal to the Court against the opinion.

(d) Where an appeal under this subsection fails the rules prescribed shall (with effect from a date not earlier than one year from the commencement of the regulations or six months after the date of the Court's decision on the appeal, whichever is the later) be deemed to be the rules of the society in substitution for those in force on the date of the making of the regulations.

11 Registration of rules and incorporation of a society.

11.—(1) Where ten or more persons not disqualified under this Act agree on rules for the purpose of establishing a society they shall deliver two copies of the rules, signed by not less than ten of the persons, to the Registrar.

(2) Where copies of rules are delivered to the Registrar in accordance with subsection (1), the Registrar may at his discretion, but subject to this section, register or refuse to register the rules.

(3) The Registrar, if he is satisfied that the rules comply with the relevant requirements of this Act, shall not refuse to register rules delivered to him under subsection (1) unless he is of the opinion that the rules are not substantially in accordance with any rules prescribed under section 10 (3) or that the name of the proposed society is undesirable or so resembles the name of another society or the name of a person carrying on in the State banking business within the meaning of the Act of 1971 as to be calculated to deceive, or that registration would not be in the interest of the orderly and proper regulation of building society business.

(4) Whenever the Registrar decides to refuse to register rules delivered to him under subsection (1), he shall, within six months of such delivery, notify the signatories of the rules of his decision and of his reasons for it, and an appeal may be made to the Court against the decision by not less than ten such persons.

(5) Where copies of rules are delivered to the Registrar under subsection (1) and he does not decide to refuse to register the rules, he shall retain and register one copy, return the other copy to the society, together with a certificate of incorporation of the society in a prescribed form, and notify the registration to the Minister, the Minister for Finance and the Central Bank.

(6) From the date of its incorporation a society shall be a body corporate (with the name contained in its rules) having perpetual succession and a common seal.

(7) A certificate of incorporation given under this section by the Registrar shall be sufficient evidence until the contrary is shown that all the requirements of this Act relating to registration of rules and matters precedent and incidental to registration of rules have been complied with and that the society is a society authorised to be incorporated and was duly incorporated under this Act.

12 Alteration of rules.

12.—(1) A society may by special resolution alter its rules.

(2) A society altering its rules shall forward to the Registrar two copies of the alteration (or, in the case of a rescission, two copies of the resolution) signed by three members and the secretary, together with a letter signed by the secretary confirming that a special resolution has been passed in relation to the alteration.

(3) Where copies are forwarded to the Registrar in accordance with subsection (2) and he finds that the alteration is in accordance with this Act, he shall return one of the copies to the secretary together with a certificate of registration in a prescribed form, and shall retain and register the other copy.

(4) An alteration under this section shall not have effect until registered under subsection (3).

(5) Any provision in the rules of a society that the rules may be altered without passing a special resolution shall be void.

(6) Where the Registrar refuses to register under subsection (3) a copy of an alteration or of a resolution forwarded to him under subsection (2), he shall, within two months of the receipt by him of the copies, notify the society of his decision and of his reasons for it, and an appeal may be made to the Court against the decision.

(7) This section does not apply to a rule of a society providing for the name of the society.

13 Change of name.

13.—(1) A society may change its name by special resolution.

(2) Notice of a change of name under this section shall be sent by the society to the Registrar together with two copies of the resolution (signed by three members and the secretary) and a letter signed by the secretary confirming that the resolution has been passed as a special resolution.

(3) Subject to subsection (4), the Registrar shall register the change of name and send to the secretary a certificate of such registration in a prescribed form.

(4) The Registrar shall not refuse to register a change of name by a society sent to him under subsection (2) unless he is of the opinion that the proposed name is undesirable or so resembles the name of another society or the name of a person carrying on in the State banking business within the meaning of the Act of 1971 as to be calculated to deceive, or that registration would not be in the interest of the orderly and proper regulation of building society business.

(5) Where the Registrar refuses to register under subsection (3) a change of name sent to him under subsection (2), he shall, within two months of receiving notice of the change of name, notify the society of his decision and of his reasons for it, and an appeal may be made to the Court against the decision.

(6) A change of name shall not affect any right or obligation of a society or of any member or other persons concerned, or render defective any legal proceedings by or against the society, and any legal proceedings commenced against it by its former name may be continued against it by its new name.

(7) (a) In a case to which this subsection applies, the Registrar may require a society to change its name by giving it notice to that effect.

(b) This subsection applies to the following cases—

(i) where, in the opinion of the Registrar, a society incorporated before the commencement of this section is registered by a name which is either undesirable or so resembles the name of another society or the name of a person carrying on in the State banking business within the meaning of the Act of 1971 as to be calculated to deceive,

(ii) where a society, on its first registration or on its registration by a new name, is registered (through inadvertence or otherwise) by a name which, in the opinion of the Registrar, is undesirable or so resembles the name of another society or the name of a person carrying on in the State banking business within the meaning of the Act of 1971 as to be calculated to deceive.

(8) Where notice is given under subsection (7) to a society it shall be allowed such period as the Registrar may direct to comply with the notice and, in the event of the society's failure to comply with the notice in that period, the Registrar may proceed to suspend the registration of the society under section 94.

(9) A society may appeal to the Court against a notice of the Registrar under subsection (7).

14 Chief office.

14.—(1) A society shall, as from the day on which it begins to carry on business or the fourteenth day after the date of its incorporation, whichever is the earlier, have an office in the State (to be known as its chief office) to which all communications and notices may be addressed.

(2) Notice of the situation of the chief office and of any change therein shall be given by a society within 14 days after the date of the incorporation of the society or the date of the change (as may be appropriate) to the Registrar, who shall register the information and give to the society a certificate of such registration in a prescribed form.

15 Use of registered name.

15.—(1) A society shall not use any name or title other than its registered name.

(2) A society shall—

(a) paint or affix its name in a conspicuous position in easily legible letters on the outside of each of its offices or places of business,

(b) have its name engraved in legible characters on its seal,

(c) mention its name in all notices, letters, cheques, receipts or other documents purporting to be issued or sent by or on behalf of it,

(d) include in all its letters particulars of its place of incorporation, the number with which it is registered and the address of its chief office.

(3) The use by a society, in addition to the registered name of the society, of an abbreviated version of that name, shall not be a breach of the provisions of this section.

16 Land and buildings.

16.—(1) A society shall, so far as is necessary for the purpose for which it was established, have power to hold land with the right of sale.

(2) A society may purchase, build, hire or take on lease a building for conducting its business and may adapt, extend and furnish such a building.

(3) A society may purchase or hold on lease any land for the sole purpose of erecting on it a building for conducting the business of the society.

(4) A society may sell, exchange or let the whole or part of any building or land mentioned in subsection (2) or (3).

(5) Any land or building to which a society becomes absolutely entitled by surrender or other extinguishment of the right of redemption shall, as soon as practicable, be sold or converted into money.

17 Membership.

17.—(1) Every person holding one or more shares in a society shall be a member of the society.

(2) Subject to its rules, a society may allow a person to whom a loan is being or has been made to become a member without holding a share in the society, and the liability of such a member shall be no greater than it would be if the rules treated him as being, by reason of the making of the loan, the holder of a share in the society.

(3) Two or more persons may jointly hold shares in a society.

(4) The liability of a member of a society in respect of any share in the society on which no loan has been made shall be limited to the amount actually paid and in arrear on the share, and, in respect of any share on which a loan has been made, shall be limited to the amount payable thereon under any mortgage or other security or under the rules of the society.

(5) A person under the age of twenty-one years may be admitted as a member of any society the rules of which do not prohibit such admission and can give all necessary receipts, but while he is under that age he shall not be entitled to hold office.

(6) (a) Where two or more persons jointly hold shares in a society, the following provisions shall apply:—

(i) the person whose name first appears in the records of the society in relation to shares jointly held shall be the senior joint holder;

(ii) except where the rules of a society otherwise provide, any notice or other document required by this Act to be sent by a society to the holders of shares in the society shall be deemed to be sent to the joint holders if it is sent to the senior joint holder;

(iii) where under this Act a member of a society may attend and vote at a meeting by virtue of being a holder of shares in the society, and such person is a joint holder of such shares, the person entitled to exercise the rights conferred by sections 52, 53 and 54 shall, notwithstanding anything in those sections, be the senior joint holder;

(iv) a society shall be deemed to have complied with the requirements of section 73 where the name of the senior joint holder is entered in the register required to be kept under that section;

(v) for the purposes of sections 25 and 26, the shares shall be deemed to be held by the senior joint holder alone, and a joint holder of the shares (other than the senior joint holder) shall not be regarded as a member of the society for the purposes of those sections;

(vi) the senior joint holder, but not the other joint holders, shall have the right to join in making an application under section 29, and any reference in that section to the total membership shall be construed accordingly.

(b) Paragraph (a) (ii) shall not operate so as to prevent any of the joint holders from obtaining from the society, on demand, a copy of its balance sheet or annual return.

18 Restrictions on commencement of business.

18.—(1) A society shall not raise any funds under section 22 after the commencement of this section unless—

(a) written evidence has been produced to the Registrar satisfying him that not less than ten of the appropriate persons (or where there are less than ten, all such persons) have each been issued with shares in the society to a value not less than such sum as may be prescribed by the Minister after consultation with the Minister for Finance, and that the total value of such shares is not less than such sum as may be prescribed by the Minister after such consultation,

(b) written evidence has been produced to the Registrar satisfying him that the appropriate persons have paid to the society the prescribed sums in cash for those shares,

(c) written evidence has been produced to the Registrar satisfying him that the society has complied with section 20, and

(d) the Registrar has certified that the evidence referred to in paragraphs (a) to (c) has been produced.

(2) For the purposes of subsection (1) the appropriate persons are—

(a) in the case of a society which is incorporated on or after the 5th day of December, 1975, the persons who established the society, and

(b) in the case of any other society, the directors of the society.

(3) (a) The terms applicable to the shares to which subsection (1) (a) refers shall not, either at the time when the shares are issued or at any time before the expiration of five years from the date on which the Registrar's certificate referred to in subsection (1) (d) is issued, be in any respect more favourable than those applicable to any other shares issued by the society.

(b) Within the five-year period referred to in paragraph (a) a society shall not give effect to or recognise any transfer of shares referred to in subsection (1) (a) other than a transfer by operation of law.

(c) For the purposes of paragraph (a) “terms” shall include rate of interest, dividend or bonus, liability to contribute to losses, rights on a transfer of engagements or winding-up of the society or on the union of the society with another society.

(4) Within the five-year period referred to in subsection (3) a society shall not repay the sum (or any part thereof) subscribed for the shares referred to in subsection (1) (a) unless during that period the society is wound up under section 95 or a transfer of its engagements to another society has been registered by the Registrar under section 26 or 27 or a person who has subscribed for those shares becomes disqualified under this Act or dies.

(5) Where a person referred to in subsection (4) becomes disqualified or dies, either—

(a) the remaining persons who subscribed for the shares referred to in subsection (1) (a) shall within the period of 30 days after the disqualification or death pay to the society sums in cash equal in the aggregate to the sum subscribed by the person becoming disqualified or dying, and shall be issued with shares in the society to the value so subscribed, or

(b) any other person not disqualified under this Act may subscribe in cash for, and be issued with, shares in the society to a value not less than the sum subscribed by the person becoming disqualified or dying,

and the provisions of subsection (3) shall apply to shares issued under this subsection.

(6) The evidence referred to in subsection (1) shall be produced to the Registrar—

(a) in the case of a society which is incorporated on or after the commencement of this section, within three months from the date of incorporation;

(b) in the case of any other society, within three months from the commencement of this section.

(7) Where a society fails to produce to the Registrar within the appropriate period specified in subsection (6) the evidence referred to in subsection (1)—

(a) in the case of a society which is incorporated on or after the commencement of this section, the Registrar may cancel the registration of the society under section 94;

(b) in the case of any other society, the Registrar may make an application to the Court under section 95 for the winding-up of the society.

(8) If a society to which this section applies raises any funds in contravention of this section, or if at any time within the five-year period referred to in subsection (3) any provision in that subsection or in subsection (4) is not complied with, the Registrar may make an application to the Court under section 95 for the winding-up of the society.

(9) For the purposes of this section, the shares referred to in subsection (1) (a) shall be deemed not to be shares issued under section 22.

(10) This section shall not apply to—

(a) any society which was incorporated on or before the 5th day of December, 1973 and which, during the two-year period ended on the 5th day of December, 1975, raised funds and made loans to members on the security of freehold or leasehold estate,

(b) any society which was incorporated during the two-year period ended on the 5th day of December, 1975 and which, on that date, had assets of not less than £20,000.

19 Permission to advertise.

19.—(1) A society which is incorporated on or after the 5th day of December, 1975, shall not advertise for or otherwise solicit deposits or subscriptions for shares after the commencement of this section without the prior permission in writing of the Registrar.

(2) A society which on the 5th day of December, 1975, had total assets of less than £1,000,000 shall not advertise for or otherwise solicit deposits or subscriptions for shares on or after the commencement of this section without the prior permission in writing of the Registrar.

(3) A permission to advertise given under this section may be expressed to be valid for a specified period, and in such a case a society shall not advertise for or otherwise solicit deposits or subscriptions for shares after the expiration of the specified period without the further permission in writing of the Registrar.

(4) The Registrar may at his discretion require a society, which advertises for or otherwise solicits deposits or subscriptions for shares on or after the commencement of this section other than in accordance with a permission given under this section, to submit to him evidence satisfying him that its total assets on the date specified in subsection (2) were not less than the sum required under that subsection.

(5) The Registrar shall not give permission under this section unless he is satisfied that—

(a) the society has carried on business during portion or all of the period of two years ending on the date of application for such permission in a manner which has not been prejudicial to the orderly and proper regulation of building society business;

(b) the society has complied with the requirements of section 18, if that section applies to it, and with the requirements of section 20;

(c) the name of the society is not undesirable and does not so resemble the name of another society or the name of a person carrying on in the State banking business within the meaning of the Act of 1971 as to be calculated to deceive;

(d) the society complies with such conditions in relation to liquidity, reserves and other matters of a financial nature as may be prescribed by the Minister for Finance under Part IV;

(e) the society is able to meet its obligations to its creditors, has not suspended any payments lawfully due by it and is not in arrears with any interest due on shares in, or deposits with, the society; and

(f) there is not outstanding at the date of application for permission under this section any part of a loan of which particulars were or are required under section 43 (1) to be included in an annual return submitted to the Registrar.

(6) An application for permission under this section shall not be made before a society has sent to the Registrar at least one annual return under section 70 for a financial year covering a period of not less than twelve months or, in any financial year, before the annual return for the previous financial year has been sent to the Registrar.

(7) Where the Registrar refuses to give permission under this section he shall, within six months of receiving the application for such permission, notify the society of his decision and of his reasons for it, and an appeal may be made to the Court against the decision.

20 Deposit at Central Bank.

20.—(1) A society shall not carry on business or exercise any power under section 22 unless it maintains in the Central Bank a deposit of an amount determined in accordance with this section.

(2) (a) The deposit under this section shall be such amount or such proportion of the total amount due to shareholders and depositors as the Minister, after consultation with the Minister for Finance, shall prescribe but shall not be less than £20,000 nor more than £500,000.

(b) Different amounts or different proportions may be prescribed for different classes of societies, denoted by reference to such matters as the Minister, after consultation with the Minister for Finance, may consider appropriate.

(3) The amount of a deposit under this section shall be calculated by the Central Bank twice yearly (at intervals which, in so far as is practicable, are of equal length) in accordance with subsection (2) and by reference to returns made by the society at the request of the Central Bank, and in the case of a society incorporated after the commencement of this section the amount of a deposit under this section shall be calculated by the Central Bank as soon as may be after it has been notified by the Registrar of the incorporation of the society under section 11.

(4) The amount of a deposit under this section shall, where necessary, be increased to the appropriate amount calculated under subsection (3), not later than seven days after the date of the receipt by the society of notification from the Central Bank of the amount required to effect the increase.

(5) The Central Bank may settle the amount of a deposit under this section at the nearest round figure in hundreds of pounds.

(6) A deposit under this section shall carry interest at such a rate (not being less than the rate payable from time to time by the Central Bank on deposits maintained in the Central Bank pursuant to section 7 of the Act of 1971) and payable in such manner and at such times as may be determined by the Central Bank from time to time.

(7) Any charge purported to be created on a deposit under this section shall be void.

(8) A deposit under this section shall not be subject to any form of execution in satisfaction of any claim of, or any judgment, order or decree of any court in the State in favour of any creditor of a society, otherwise than under and in accordance with the provisions of this Act.

(9) The Registrar may require a society to produce a certificate from the Central Bank that the society is complying with the requirements of this section.

(10) (a) In the case of a society to which section 18 applies, the initial calculation of the amount of the deposit for the purposes of this section shall be made by the Central Bank as soon as may be after the commencement of this section or as soon as may be after notification by the Registrar of incorporation under section 11, whichever is the later.

(b) In the case of any other society this section shall not apply during the period of three months beginning at the commencement of this section.

(11) For the purposes of this section the onus of proving to the Registrar that it has begun to carry on business shall lie on a society.

21 Provisions supplemental to section 20.

21.—(1) Whenever a person obtains a judgment, order or decree in any court in the State against a society for payment of a deposit maintained by or for him with the society or institutes proceedings against the society claiming such payment, the person or any other person maintaining a deposit with the society—

(a) may by motion ex parte apply to the Court for an order under subsection (2), and

(b) on satisfying the registrar or clerk of the court in which the judgment, order or decree was obtained or the proceedings were instituted that he proposes to make an application under this section, shall be entitled to obtain a certificate signed by the registrar or clerk and stating that the judgment, order or decree has been obtained or that the proceedings were instituted (as the case may be), and the certificate shall be evidence of the facts so stated.

(2) Where an application is made under subsection (1)—

(a) the Court may by order direct that the deposit or any part thereof maintained under section 20 in the Central Bank by the society to which the application relates be not released during such period as the Court may deem proper and specify in the order, and

(b) if the person making the application has obtained a judgment, order or decree against the society and it appears to the Court, after such enquiry as it deems appropriate, either—

(i) that it is unlikely that further claims will be made against the deposit in respect of sums then owed by the society, or

(ii) that, if such claims are made, the deposit is sufficient to meet them in full,

the Court may by order direct that the sum specified in the judgment, order or decree, with or without the costs of the application, shall be paid to the person out of the deposit.

(3) Where an order is made under subsection (2) (a), the Court may also make an order directing either—

(a) that a bank shall not, except subject to such conditions or in such circumstances as may be specified in the order, make any payment out of any banking account in the name of the society against whom the order is made, or

(b) that a specified bank shall not, except subject to such conditions or in such circumstances as may be specified in the order, make any payment out of any banking account or out of a specified banking account or type of banking account kept in the name of the society against whom the order is made by the specified bank.

(4) Where—

(a) a judgment, order or decree of the kind referred to in subsection (1) having been obtained against a society, an order is made under subsection (2) (a) on the application of the person who obtained the judgment, order or decree, or

(b) an order is made under subsection (3),

the society shall be deemed for the purposes of section 95 to be unable to pay its debts.

(5) If an appeal is instituted in the Supreme Court—

(a) against an order of the Court made under subsection (2) (a) or (3) on the application of a person who has obtained a judgment, order or decree of the kind referred to in subsection (1), or

(b) against an order of the Court made under subsection (3) on the application of a person who has instituted proceedings of the kind referred to in subsection (1),

subsection (6) and, where appropriate, subsection (7) shall apply.

(6) The Supreme Court or the Court may by order postpone the application of subsection (4) for such period and (subject to subsection (7) in the case of an appeal referred to in subsection (5) (a)) on such terms as the court concerned may fix and specify in the order.

(7) If the Supreme Court or the Court makes an order under subsection (6) in the case of an appeal referred to in subsection (5) (a), the court concerned may require the society to which the order relates either, as the court thinks fit, to lodge in court an amount equal to the amount of all the moneys due under the judgment, order or decree (or such lesser amount as the court may direct) or to give such security as the court may direct for the payment of all such moneys, together with, in either case, such further sum or security for costs of the appeal as the court shall consider just.

(8) An order under subsection (2) (a), (3) or (6) may be revoked or varied by the Court or the Supreme Court, as the case may be.

(9) The whole or any part of proceedings under this section or of an appeal in relation to such proceedings may be heard in chambers.

22 Power to raise funds and to borrow money.

22.—(1) A society may from time to time raise funds for the purpose of the society by the issue of shares of one or more than one denomination, either with or without accumulating interest, and may repay such funds when they are no longer required for such purpose.

(2) A repayment of funds under subsection (1) may be effected in relation to all shareholders or to a specified class or classes of shareholders (denoted by reference to such matters as the society may think appropriate), but such repayment may not be made to a shareholder (other than at his request) between the date on which he has indicated his intention to put forward a resolution or a special resolution (or to support a nomination) at a meeting of the society and the date of the meeting.

(3) A society may borrow money and for this purpose may accept deposits or loans at interest, to be applied to the purpose of the society.

(4) A society shall not accept any deposit except on terms enabling the society to require notice of not less than one month before repayment or withdrawal.

(5) For the purposes of this section money deposited with a society as security for a loan made by the society to a member, or as security for a guarantee given in respect of such a loan, shall be treated as money borrowed by the society.

(6) A person other than a society shall not exercise any power conferred by subsection (1).

(7) (a) Subject to paragraph (b), a society shall not issue shares under subsection (1) to which voting rights do not attach.

(b) Paragraph (a) shall not apply to a society which on or before the 5th day of December, 1975, had issued such shares to which voting rights did not attach.

23 Provisions supplemental to section 22.

23.—(1) Every deposit book, acknowledgment or security of any kind given for a deposit or loan by a society shall have set out in writing thereon such information as the Registrar may require from time to time.

(2) A person who subscribes for shares in a society or deposits money with a society shall on first becoming a shareholder or a depositor be entitled to receive from the society free of charge a copy of the statement then being displayed by the society under section 61.

(3) (a) Where a member of or a depositor with a society who has in the funds of the society a sum of money not exceeding such sum as may from time to time be fixed by the Registrar for the purpose of this subsection dies intestate, the amount due to the member's or depositor's estate may be paid to the person who appears to the directors of the society to be entitled to receive it, without that person taking out letters of administration, upon the society's receiving satisfactory evidence of death and a statutory declaration that the member or depositor died intestate, and that the person so claiming is so entitled.

(b) Where a society pays any amount due to the person who appeared to be entitled to the effects of the deceased person the payment shall be valid and effectual with respect to any demand against the funds of the society from any other person claiming as next-of-kin or as the lawful representative of the deceased member or depositor, but such next-of-kin or representative shall have his remedy for the amount of the payment against the person who has received it.

24 Loans by one society to another.

24.—(1) Notwithstanding anything in this Act or in the rules of a society, a society may lend money to another society where the Registrar, with the consent of the Minister for Finance, so authorises.

(2) The powers conferred by subsection (1) shall be deemed to authorise loans made since the 1st day of July, 1974, by a society to a society which, pursuant to section 2 of the Building Societies Act, 1974, was the subject of an application to the Registrar for the transfer of its engagements to the first-mentioned society.

25 Union of societies.

25.—(1) Subject to compliance with section 28, two or more societies may unite and become one society, whether with or without a dissolution or division of the funds of one or more of the societies, if—

(a) a proposal to unite is approved by a special resolution of each society, and

(b) either—

(i) the proposal obtains the consent in writing of the holders of not less than two-thirds of the total value of shares in each society, or

(ii) the union is confirmed under section 27.

(2) Where two or more societies unite under paragraphs (a) and (b) (i) of subsection (1), notice of the union shall be sent to the Registrar by the united society and shall be duly registered by him, and he shall send to that society a certificate of such registration in a prescribed form.

(3) Sections 18 and 19 shall not apply to a society formed by a union under this section if before the union both those sections or either of them did not apply to at least one of the societies forming the union.

26 Transfer of and undertaking to fulfil engagements.

26.—(1) Subject to compliance with section 28, a society may transfer its engagements to another society or undertake to fulfil the engagements of another society if—

(a) a proposal for a transfer or undertaking under this section is approved by a special resolution of each society or, in the case of a society proposing to undertake to fulfil the engagements of another society, by resolution of a general meeting or of a meeting of the board of directors of the society so proposing if the Registrar consents to either such meeting being held for the purpose of passing the resolution, and

(b) either—

(i) the proposal obtains the consent in writing of the holders of not less than two-thirds of the total value of shares in each society, or

(ii) the transfer or undertaking is confirmed under section 27.

(2) Where a transfer is made under paragraphs (a) and (b) (i) of subsection (1), notice of the transfer shall be sent to the Registrar by the society undertaking to fulfil the engagements and shall be duly registered by him, and he shall send to that society a certificate of such registration in a prescribed form.

27 Confirmation and registration of union under section 25 or transfer or undertaking under section 26.

27.—(1) Where a proposal referred to in section 25 or 26 is duly approved, any society concerned in the proposal may apply to the Registrar to confirm the union, transfer or undertaking.

(2) (a) Where a society makes an application under subsection (1) it shall within seven days after the date of the application cause to be published, in Iris Oifigiúil and in at least one daily newspaper published in the State and circulating in the areas in which the chief offices of the societies concerned in the proposal are situated, a notice giving particulars of the application and indicating that objections or representations relating to it may be made in writing to the Registrar within such period (being not less than 21 days after the date of publication of the notice) as may be specified in the notice.

(b) A notice under this subsection shall be in such form as the Registrar may direct and shall indicate that a copy of the statement prepared under section 28 may be obtained on demand at the chief office of the society during the ordinary office hours of the society.

(3) Objections and representations relating to an application under subsection (1) may be made to the Registrar within the period specified in the relevant notice published under subsection (2).

(4) The Registrar, having considered an application under subsection (1) and any objection or representation under subsection (3), shall either—

(a) confirm the union, transfer or undertaking, or

(b) where he is not satisfied that section 28 has been complied with, or is of the opinion that confirmation would not be in the public interest or in the interest of the orderly and proper regulation of building society business, refuse to confirm the union, transfer or undertaking.

(5) Where the Registrar refuses to confirm a union, transfer or undertaking, he shall, within two months of receiving the application for such confirmation, notify the applicant of his decision and of his reasons for it, and an appeal may be made to the Court against the decision.

(6) (a) Where the Registrar confirms a union, transfer or undertaking, the Registrar shall register the union, transfer or undertaking, and from the date of such registration it shall have effect in accordance with the terms of the relevant proposal.

(b) The Registrar shall send to an applicant under subsection (1) a certificate of the registration under paragraph (a) in a prescribed form.

(7) Subject to subsection (6), registration under this Act of a union or transfer shall operate as an effectual conveyance, transfer or assignment on the date of registration of the funds, property and assets of the societies uniting to the united society, or of the society transferring its engagements to the society to which they are transferred, without any formal conveyance, transfer or assignment, but any such union or transfer shall not affect the rights of any creditor of any society so uniting or transferring.

28 Statement for members relating to proposal under section 25 or 26.

28.—(1) A society proposing to unite with one or more other societies, to transfer its engagements to another society or to undertake to fulfil the engagements of another society shall cause to be prepared for circulation and circulated to persons attending the meeting proposed to be held under section 25 (1) (a) or 26 (1) (a) and, where the Registrar so requires, send to each of its members a statement, in such form as the Registrar may direct, showing—

(a) the financial position of each society concerned in the proposed union, transfer or undertaking,

(b) the interest of the directors of each society concerned in the proposed union, transfer or undertaking,

(c) any compensation or consideration proposed to be paid or given to the directors or other officers of each society concerned,

(d) details of any payments proposed to members of each society concerned in consideration of the proposed union, transfer or undertaking, and

(e) details of the arrangements proposed in relation to employees of the society.

(2) Where the Registrar requires a statement to be sent to each member of a society under subsection (1), it shall be so sent that every member of the society receives it not later than the date on which he receives notice of any resolution to be moved at a meeting of the society in favour of the proposal, and where a society applies to its members to obtain their consent in writing under section 25 (1) (b) or 26 (1) (b), the statement shall be so sent that every member receives it not later than the date on which he receives the application for his consent.

PART III Control of Societies by Registrar

29 Power of Registrar to appoint inspector or call special meeting.

29.—(1) Where—

(a) an application is made to the Registrar, in the case of a society having more than 1,000 members, by not less than 100 of those members and, in any other case, by not less than one-tenth of the total number of members of the society, or

(b) the Registrar is of the opinion that an investigation should be held into the affairs of a society or that the affairs call for consideration by a meeting of the members of the society,

the Registrar may appoint one or more inspectors to investigate the affairs of the society and to report thereon in such manner as he directs, or may call a special meeting of the society.

(2) The Registrar may, either on the same or on different occasions, both appoint an inspector and call a meeting under subsection (1).

(3) (a) An application under this section shall be supported by such evidence as the Registrar may direct, for the purpose of showing that the applicants have good reason for requiring the investigation to be made or the meeting to be called and that they are not actuated by malicious motives in their application.

(b) Notice of the receipt of the application shall be given to the society by the Registrar.

(c) All expenses of and incidental to the investigation or meeting shall be defrayed (whether by the applicants or out of the funds of the society or by the members or officers or former members or officers of the society) as the Registrar may direct and, before appointing an inspector or calling a meeting, the Registrar may require the applicants to give security, in such amount as he considers reasonable, for payment of the cost of the investigation or meeting.

(4) (a) The Registrar may give such directions as he thinks fit in relation to the calling, holding and conduct of a meeting held under this section (including the time and place of the meeting and what matters are to be discussed and determined at the meeting).

(b) The Registrar may appoint a person to be chairman at a meeting held under this section.

(c) The power of a meeting held under this section to appoint its own chairman shall be exercisable in default of such an appointment by the Registrar.

(d) A meeting held under this section shall have all the powers of a meeting called according to the rules of the society.

(e) This subsection shall have effect notwithstanding anything in the rules of the society.

(5) Before appointing an inspector or calling a meeting under this section the Registrar may, if he is of the opinion that it would not be prejudicial to the interests of members or creditors, notify the society in writing of the action which he proposes to take and of the grounds on which he proposes to take it and, in such a case, the society shall, within 14 days of the receipt of the notification, be entitled to give to the Registrar an explanatory statement in writing.

(6) Where an inspector appointed under this section to investigate the affairs of a society thinks it necessary for the purposes of his investigation to investigate also the affairs of any other society or any body corporate which is or has at any relevant time been associated with the first-mentioned society, he shall with the approval of the Registrar, have power to do so, and shall report on the affairs of the other society or 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 society.

30 Provisions supplemental to section 29.

30.—(1) It shall be the duty of all officers, members and agents of a society the affairs of which are being investigated under section 29 to produce to the inspector all books, accounts, deeds, records or other documents of or relating to the society which are in their power, possession or procurement and otherwise to give to him all assistance in connection with the investigation which they are reasonably able to give, and the inspector may examine on oath the officers, members and agents of the society in relation to its business and for this purpose may administer an oath.

(2) If any officer, member or agent of the society refuses to produce to the inspector any book or document which it is his duty under this section to produce or refuses to answer any question put to him by the inspector with respect to the affairs of the society, the inspector may certify the refusal under his hand to the Court and the Court may thereupon inquire into the case and, after hearing any witnesses who may be produced against or on behalf of the alleged offender and 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.

(3) Subject to subsection (4), if the inspector thinks it necessary for the purpose of his investigation that a person whom he has no power to examine on oath should be so examined, he may apply to the Court and the Court may, if it thinks fit, order that person to attend and be examined on oath before it on any matter relevant to the investigation, and on any such examination—

(a) the inspector may take part therein by solicitor or counsel;

(b) the Court may put such questions to the person examined as it thinks fit;

(c) the person examined shall answer all such questions as the Court may put or allow to be put to him, but may at his own cost employ a solicitor (with or without counsel) who shall be at liberty to put to him such questions as the Court may think fit for the purpose of enabling him to explain or qualify any answers given by him;

and notes of the examination shall be taken down in writing, and shall be read over to or by, and signed by, the person examined and may thereafter be used in evidence against him.

(4) Notwithstanding anything in subsection (3) (c) the Court may allow the person examined such costs as, in its discretion, it may think fit, and any costs so allowed shall be paid as part of the expenses of the investigation.

(5) An inspector appointed under section 29 shall make a report to the Registrar.

(6) The Registrar shall—

(a) forward a copy of any report made by an inspector under this section to the Minister, the Minister for Finance, the Minister for Industry and Commerce and the chief office of the society;

(b) if he thinks fit, furnish a copy thereof on request and on payment of such fee as he may fix to any other person who is a member of the society or of any other body corporate dealt with in the report by virtue of section 29 (6) or whose interests as a creditor of the society or of any such other body corporate appear to the Registrar to be affected;

(c) at the request of the applicants for the investigation, furnish a copy to them on payment of such fee as may be fixed by the Registrar;

(d) furnish a copy to the Court where application is made to the Court under subsection (3).

(7) The Registrar may, if he thinks fit, cause the report to be printed and published.

(8) The Minister may lay the report under subsection (6) before each House of the Oireachtas and such publication shall be privileged.

(9) (a) Where it appears to the Registrar that any person has, in relation to the society the affairs of which have been investigated under section 29, been guilty of any offence for which he is criminally liable, the Registrar shall refer the matter to the Director of Public Prosecutions.

(b) Where the Director of Public Prosecutions institutes proceedings consequent on the receipt by him of a report under paragraph (a), it shall be the duty of all officers, members and agents of the society (other than the defendants in the proceedings) to give him all assistance in connection with the prosecution which they are reasonably able to give.

(10) Where it appears to the Registrar after consideration of the inspector's report under subsection (5) that it is expedient to do so he may, unless the society is being wound up by the Court, petition the Court for an order to wind up the society under section 95.

(11) (a) Where it appears to the Registrar after consideration of an inspector's report under subsection (5) that proceedings ought in the public interest to be brought by the society for damages, in respect of any fraud, misfeasance or other misconduct in connection with the promotion or formation of the society, for the recovery of any property misapplied or wrongfully retained, the Registrar may himself bring proceedings for that purpose in the name of the society.

(b) The Minister may indemnify the society against any costs or expenses incurred by it in or in connection with any proceedings brought under paragraph (a).

(12) A copy of any report of an inspector appointed under section 29 shall be admissible in any legal proceedings as evidence of the opinion of the inspector in relation to any matter contained in the report.

(13) Nothing in this section shall require disclosure to the Registrar or to an inspector appointed by him—

(a) by a solicitor of any privileged communication made to him in that capacity, or

(b) by bankers of any information as to the affairs of any of their customers other than the society the affairs of which are being investigated.

(14) (a) In this section any reference to officers or to agents of a society shall include past as well as present officers and agents and, for the purposes of this section, “agents” shall include the bankers, solicitors and auditors of the society.

(b) Where an inspector investigates under section 29 (6) the affairs of any other society or any body corporate, any reference in this section to officers or to agents of a society shall be construed as including a reference to officers or agents of that other society or body corporate.

31 Power of Registrar to suspend raising of funds, etc.

31.—(1) Where the Registrar is of the opinion that a society has become or is likely to become unable to meet its obligations to its creditors, or considers it expedient in the interests of its members or of the orderly and proper regulation of building society business or if the society is being investigated under section 29, he may direct a society in writing to suspend for such period, not exceeding two months, as shall be specified in the direction one or both of the following:—

(a) the acceptance of any subscriptions for shares (other than subscriptions which fell due but were not paid before the date of the direction) or any deposits or loans; or

(b) payments which have not been authorised by the Registrar.

(2) A direction under this section shall have effect in accordance with its terms but, notwithstanding the issue of a direction, a society may borrow money from a bank or from an officer of the society if the Registrar consents in writing to such borrowing.

(3) Where he considers that it would not be prejudicial to the members or creditors or to the orderly and proper regulation of building society business, the Registrar may give the society and every director of the society not less than 14 days' notice of his intention to issue a direction under subsection (1) and any such notice shall specify the considerations by reference to which he considers the issue of a direction to be necessary.

(4) Where notice of intention to give a direction is given under subsection (3), the Registrar shall consider any representations made to him in relation to the proposed direction within such period (of not less than 7 days) as he may specify from the date on which the notice is given.

(5) A direction under this section by the Registrar to a society shall specify the considerations (being considerations specified in a notice under subsection (3)) by reference to which he considered it necessary to issue the direction.

(6) A notice under this section may be served on a director of a society by sending it by post to his address as notified to the Registrar, but failure so to serve such a notice shall not affect the validity of a direction under this section.

(7) A direction may be revoked at any time by the Registrar.

(8) The Registrar shall cause to be published in Iris Oifigiúil, and in such other way as appears to him expedient for informing the public, notice of the issue of a direction and of its revocation.

(9) Where at the time a direction is given to a society by the Registrar a member of the society is under an obligation to pay instalments to the society by way of subscriptions for shares, the obligation to pay such instalments shall be suspended for the period during which the direction is in force and, accordingly, if the direction is revoked the subscriptions shall again become payable by instalments.

(10) (a) This subsection applies where the Registrar has made a direction under this section and the direction has not been revoked.

(b) It shall be the duty of the society to make reasonable arrangements for using the funds of the society to meet applications by depositors or shareholders in the society (being applications duly made in accordance with the rules of the society) for repayment of the money deposited or subscribed by them.

(c) Where it appears to the Registrar that the society has been applying an undue proportion of the funds of the society in making loans, in preference to meeting such applications as are mentioned in paragraph (b) he may, after giving notice to the society and affording it an opportunity of making representations, petition the Court under section 95 for an order to wind up the society under that section.

(11) Reference in this section to the amount due by way of subscriptions for a share in a society shall not include amounts due in respect of a share which represents interest on, or the repayment of, an advance made to the holder of the share.

32 Power of Registrar to suspend advertising.

32.—(1) Where the Registrar is of the opinion that a society has become or is likely to become unable to meet its obligations to its creditors, or considers it expedient in the interests of its members or of the orderly and proper regulation of building society business, or where a society is being investigated under section 29, he may issue a direction to the society—

(a) in relation to the information which the society shall include in any advertisement to be published by or on its behalf or in any statement to the public to be made by it or on its behalf, or

(b) not to advertise for or otherwise solicit deposits or subscriptions for shares, or

(c) not to issue an advertisement of a description specified in the direction or substantially similar to such description, or

(d) to take all practical steps to withdraw any notice, circular, photograph or film used or capable of being used to advertise for or otherwise solicit deposits or subscriptions for shares.

(2) A direction under this section may relate to one or more of the matters referred to at paragraphs (a) to (d) of subsection (1).

(3) Where he considers that it would not be prejudicial to the members or creditors or to the orderly and proper regulation of building society business, the Registrar may give a society and every director of the society not less than 14 days' notice of his intention to issue a direction under this section, and any such notice shall specify the considerations by reference to which he considers the issue of a direction to be necessary.

(6) A notice under this section may be served on a director of a society by sending it by post to his address as notified to the Registrar but failure so to send such a notice shall not affect the validity of a direction under this section.

(7) A direction under this section may be varied or revoked by the Registrar at any time.

33 Order by Court regarding direction under section 31 or 32.

33.—(1) A society to which a direction is given under section 31 or 32 may apply to the Court for an order setting aside the direction and the Court may grant such an order.

(2) The Registrar may apply to the Court for an order confirming a direction under section 31 or 32 or for an order confirming and extending the period of operation of a direction under section 31 for such time as the Court may, having regard to all the circumstances, consider appropriate, and the Court may grant such an order.

(3) The Court may, in addition to or in lieu of making an order under subsection (2), make such other order in relation to the matter as may appear to it to be necessary.

(4) Where an order is made under subsection (2) confirming and extending the period of operation of a direction under section 31, the society shall be deemed for the purposes of section 95 to be unable to pay its debts.

(5) The whole or part of proceedings under this section or of an appeal in relation thereto may be heard in chambers.

34 Power to inspect and obtain documents, etc.

34.—(1) The Registrar may at any time serve a notice on a society or on any person who has in his power, possession or procurement books, accounts, deeds, records or other documents relating to the business of a society, or who is or has been an officer, servant, auditor or agent of a society, requiring the production to the Registrar of such documents or the furnishing to him of such information relating to the business of the society as he may consider necessary for the purposes of his powers under sections 31 and 32.

(2) A notice under subsection (1) may not require a person, other than a person who is or has been an officer, servant, auditor or agent of the society, to produce a document which does not belong to the society, unless the document is a title document relating to property mortgaged to the society.

(3) (a) The Registrar or a person duly authorised in writing in that behalf by the Registrar may, for the purpose of the performance by the Registrar of his functions under this Act and on production of his authorisation if so required, at all reasonable times enter premises and inspect and take copies of or extracts from the books and records of a society.

(b) A person who has in his power, possession or procurement any of the books and records referred to in paragraph (a) shall produce them at the request of the Registrar or a person duly authorised under this section and shall permit the person to inspect and take copies of or extracts from them and give him any information which he may reasonably require regarding any entries in them.

(4) A person who fails to comply with a notice or request under this section, or obstructs a person acting in the course of his duties under subsection (3), refuses to permit the taking of copies or extracts under this section or refuses to give information required under this section shall be guilty of an offence and shall be liable on summary conviction to a fine not exceeding £200, and in the case of a continuing offence shall be liable to a further fine of £10 for each day on which the offence is continued.

35 Control of advertising.

35.—(1) (a) The Registrar may give directions relating to the matter and form of any advertisement or other means of soliciting deposits or subscriptions for shares in a society, and may direct a society to take all practical steps to withdraw an advertisement.

(b) A direction under this section shall specify the considerations by reference to which the Registrar considered it necessary to issue the direction.

(2) Without prejudice to the generality of subsection (1), a direction under this section may require that advertisements or other means of soliciting deposits or subscriptions for shares in a society shall include a statement concerning the financial position of the society or giving any particular information relating to the society.

(3) A direction under this section may apply to all societies or to a specified class or classes of societies (denoted by reference to such matters as the Registrar may consider appropriate) and to all advertising or other means of soliciting deposits or subscriptions for shares in a society or to a specified class or classes (so denoted) of advertising or other means of soliciting deposits or subscriptions for shares in a society.

36 Forms and fees.

36.—(1) The Registrar may fix the form of any application, notice or other document made or sent to him under this Act or required to be so made or sent.

(2) Without prejudice to any other power conferred by this Act, the Registrar may, with the consent of the Minister for Finance, fix fees to be paid for the inspection of any document or the furnishing of any copies in his custody or in connection with the exercise by him of any of his functions under this Act, and any moneys received by him under this subsection shall be paid into the Exchequer.

PART IV Ratios and Investments

37 Control of ratios between assets and liabilities.

37.—(1) The Minister for Finance may, after consultation with the Minister, the Registrar and the Central Bank, require a society to maintain—

(a) a ratio not exceeding a specified ratio, or

(b) a ratio which is not less than a specified ratio,

between its assets and its liabilities, and the specified ratio may be expressed as a percentage of the assets or liabilities concerned.

(2) A requisition under this section may be expressed to apply in relation to—

(a) all societies,

(b) a specified class or classes of societies (denoted by reference to such matters as the Minister for Finance considers appropriate),

(d) a specified class or classes of assets or liabilities (denoted by reference to such matters as the Minister for Finance considers appropriate).

(3) A requisition under this section shall have effect in accordance with its terms and may be varied or revoked by the Minister for Finance, after consultation with the Minister, the Registrar and the Central Bank.

38 Investment of surplus funds.

38.—(1) The Minister for Finance, after consultation with the Minister and the Central Bank, may prescribe the investments in which a society may invest such portion of its funds as are not immediately required by it for the purpose of the society.

(2) To the extent that a society's surplus funds are not invested in accordance with subsection (1), the society may keep them in cash in the custody of officers of the society or on current account, or on deposit with the Central Bank, a bank, the Post Office Savings Bank, a trustee savings bank certified under the Trustee Savings Banks Acts, 1863 to 1965, the Agricultural Credit Corporation Limited or the Industrial Credit Company Limited.

(3) The Registrar, after consultation with the Minister, the Minister for Finance and the Central Bank, may fix limits (whether by reference to amounts or to a proportion of total investments or otherwise) in respect of investments by a society in securities or in a specified class or classes of securities (denoted by reference to such matters as the Registrar may consider appropriate), and different limits may be fixed for different classes of societies.

(4) The investments which the Minister for Finance may prescribe under subsection (1) may, with the consent of the Central Bank, include Central Bank Reserve Bonds and in such a case society may require, conditioned for rendering a just and true section 48 of the Act of 1971 shall, notwithstanding subsection (3) of that section, apply to a society as if it were a bank.

(5) Where a society's surplus funds stand invested in a manner which was authorised under an enactment repealed by this Act or under subsection (1) but which, apart from this section, has ceased to be so authorised, authority is hereby given to continue to keep the funds invested in that manner.

PART V Management and Administration of Societies

39 Officer to give security and to account for money.

39.—(1) Every officer of a society having the receipt or charge of moneys belonging to the society shall give such security as the account of all moneys received and paid by him on account of the society and for payment of all sums of money due from him to the society, and for this purpose shall become bound with at least one sufficient surety in a bond in such form and for such amount as the Registrar may require or shall make arrangements by way of fidelity guarantee insurance or give such other security as the society may direct in such sum as the society may require.

(2) Every officer of a society or his executors or administrators shall, upon demand made or notice in writing given or left at his last or usual place of residence, render an account as may be required by the directors of the society, to be examined and allowed or disallowed by them, and shall, on a like demand or notice, pay over all moneys belonging to the society remaining in his hands, and deliver all securities and effects, books, papers and property of the society

in his hands or custody, to such person as the society may appoint, and in case of any neglect or refusal to comply with this subsection the society may sue on the bond or in respect of any other security or apply to the Circuit Court, which may make such order as in its discretion it thinks proper.

40 Directors.

40.—(1) A society shall have not less than three directors.

(2) A society shall not have as a director a body corporate.

41 Disclosure of interest by director.

41.—(1) A director of a society who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the society shall declare the nature of his interest at a meeting of the board of directors of the society—

(a) in a case of a proposed contract, 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 becomes so interested, or, if the contract is not one that will be taken into consideration at a meeting of the directors, as soon as may be, and

(b) in a case where the director becomes interested in a contract after it is made, at the first meeting of the directors held after he becomes interested in the contract.

(2) Subject to subsection (3), a general notice given to the directors of a society 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 for the purposes of subsection (1).

(3) A notice under subsection (2) shall not 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.

(4) A copy of every declaration made and notice given under this section shall, within three days after being made or given, be entered in a book kept for the purpose and this book shall be open for inspection without charge by any officer, auditor or member of the society at the chief office of the society and shall be available at every general meeting of the society, 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.

(5) Nothing in this section shall affect the operation of any rule of law restricting directors of a society from having any interest in contracts with the society.

42 Prohibition on bankrupts and other persons.

42.—(1) A person who is a bankrupt and whose bankruptcy still subsists or who has been convicted on indictment of any offence involving fraud or dishonesty shall not—

(a) be a person establishing a society,

(b) act as a director of a society,

(d) permit his name to be put forward for election or appointment to any office referred to in paragraph (b) or (c).

(2) Whenever a person holding an office referred to in subsection (1) (b) or (1) (c) becomes ineligible by virtue of that subsection to hold office, he shall forthwith cease to hold that office and the vacancy shall be deemed to be a casual vacancy and may be filled in the manner provided for such a vacancy in the rules of the society.

43 Loans to directors, etc.

43.—(1) Every annual return of a society submitted to the Registrar under section 70 shall contain particulars showing the amount of any loan made by the society during the financial year to which the return relates to—

(a) any director of the society,

(b) any person who after the making of the loan became during that financial year a director of the society,

(d) any body corporate in relation to which, when the loan was made or at any later time in that financial year, an officer of the society or a member of his family—

(i) held, either directly or through a nominee, shares to a nominal value exceeding 20 per cent of the shares of the body corporate, or

(ii) was a director, manager or secretary of the body corporate,

and giving particulars of his shareholding in the body corporate.

(2) The accounts required under section 60 to be laid before the annual general meeting of a society shall contain particulars showing the amount of any loan made during the financial year to which the accounts relate to any officer or a member of the family of an officer where that member is not a full-time employee of the society—

(a) exceeding such amount as may be fixed by the Registrar for the purposes of this section, or

(b) for any purpose other than a purpose approved by the Registrar for the purposes of this section.

(3) (a) Where a society approves a loan in favour of a member of the family of an officer where that member is not a full-time employee of the society, the terms applicable to the loan shall not be in any respect more favourable than those applicable to other loans of a like amount made by the society for a similar purpose at the time when the first-mentioned loan is paid.

(b) In this subsection “terms” means the interest rate applicable to the loan, the percentage which the loan represents of the estimated value of the property mortgaged as security for the loan and the period during which the loan is repayable.

(4) It shall be the duty of every officer of a society to give notice in writing to the society as soon as may be of such matters relating to himself and members of his family as may be necessary for the purposes of this section and of section 44.

(5) Where notice under subsection (4) is given otherwise than at a meeting of directors, the officer 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.

(6) In any proceedings against an officer in respect of an offence under this section, it shall be a defence to prove that at the time of the alleged offence he did not know that the society had made the loan concerned to the other person or body corporate concerned and that at that time reasonable arrangements were in operation to bring to his notice any loan of a kind referred to in subsections (1) to (3).

(7) Where the requirements of this section are not complied with, it shall be the duty of the auditor of the society to include in his report on the annual return or the annual accounts (as the case may be) a note of such non-compliance and, so far as he is reasonably able to do so, a statement giving the relevant particulars required by this section.

44 Payments made to director.

44.—(1) The accounts of a society shall show the aggregate amount of the directors' emoluments, of directors' or former directors' pensions and of any compensation to directors or former directors for loss of office.

(2) Emoluments shown under this section shall—

(a) include any amounts paid to or receivable by any person in respect of his services as a director of a society or in respect of his services while director of a society in connection with the management of the society's affairs,

(b) distinguish between emoluments in respect of services as director and other emoluments, and

(c) include fees and percentages, sums paid by way of expenses allowance in so far as those sums are charged to income tax, any contribution paid by the society in respect of him under any pension scheme and the estimated money value of any other benefits received other than in cash, in so far as they are charged to income tax.

(3) Pensions shown under this section shall—

(a) not include any pension paid or receivable under a pension scheme if the contributions under the scheme are substantially adequate for its maintenance, but otherwise shall include any pension paid or receivable in respect of such services of a director or former director of the society 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 person, and

(b) distinguish between pensions in respect of services as director and other pensions.

(4) Compensation for loss of office shown under this section shall—

(a) include any sums paid to or receivable by a director or former director by way of compensation for loss of office as director of the society or for the loss while director of the society or on or in connection with his ceasing to be a director of the society of any other office in connection with the management of the society's affairs,

(b) distinguish between compensation in respect of the office of director and compensation in respect of other offices, and

(5) The amounts 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, in such a manner that where 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 they are so charged be shown separately in the first accounts in which it is practicable to show them.

(6) Where necessary for the making of any distinction required by this section in any account to be shown thereunder, the directors may apportion any payment between the matters in respect of which they have been paid or are receivable in such manner as they think appropriate.

(7) Where the requirements of this section are not complied with it shall be the duty of the auditor by whom the relevant accounts are examined to include in his report on those accounts, so far as he is reasonably able to do so, a statement giving the required particulars.

(8) In this section—

“pension” includes any superannuation allowance, superannuation gratuity or similar payment;

“pension scheme” means a scheme for the provision of pensions in respect of services as a director or otherwise which is maintained in whole or in part by means of contributions;

“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, but 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.

45 Prohibition of tax-free payment to directors.

45.—(1) It shall not be lawful for a society to pay a director remuneration (whether as director or otherwise) free of income tax or otherwise calculated by reference to or varying with the amount of his income tax or to or with the rate of income tax, except under a contract which was in force on the 5th day of December, 1975, and provides expressly (and not solely by reference to the rules of the society) for payment of such remuneration.

(2) Any provision in a society's rules, or in any contract other than a contract referred to in subsection (1), or in any resolution of a society or a society'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 of the net sum for which it actually provides.

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

(4) In this section “remuneration” includes emoluments specified in section 44 (2).

46 Directors' names on business letters etc.

46.—(1) A society shall in all business letters on or in which the society's name appears and which are sent by the society to any person state in legible characters in relation to every director his present surname together with his present forename (or the initials of that forename) and any former names.

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

47 General provisions relating to disputes.

47.—(1) Sections 48 to 50 apply to—

(a) any dispute between a society and a member of the society in his capacity as a member, or a representative of such a member in his capacity as a member, in respect of any matter other than the construction or effect of a mortgage deed or of any other contract comprised in or based on a document other than the rules of the society, and

(b) any other dispute or class of dispute to which the rules of a society expressly apply those sections,

and, accordingly, in those sections “dispute” means a dispute to which those sections apply.

(2) Nothing in sections 48 to 50 shall prevent a society, any member of a society or any person claiming through or under a member, from obtaining in the ordinary course of law any remedy to which the society, member or person is entitled by law in respect of any mortgage or of any other contract other than the rules of a society.

(3) Any reference in the rules of a society to a dispute shall, except in so far as they otherwise expressly provide, be construed as referring only to a dispute to which sections 48 to 50 apply.

48 Determination of disputes by arbitration.

48.—(1) Subject to this section, the Act of 1954 shall, subject to any necessary modifications, apply to a dispute where the rules of a society provide that the dispute shall be determined by arbitration.

(2) Where the rules of a society provide that a dispute shall be determined by arbitration, the following provisions shall apply:—

(a) the rules shall, for the purposes of subsection (1), be deemed to be an arbitration agreement within the meaning of the Act of 1954;

(b) arbitrators shall be named and selected in accordance with the rules or, if they make no such provision, one arbitrator shall be named by the board of directors and one by the member;

(d) the names of arbitrators appointed by the society shall be duly entered in a register kept by the society for this purpose.

49 Determination of disputes by Registrar.

49.—(1) Subject to this section, the Act of 1954 shall, subject to any necessary modifications, apply to a dispute where the rules of a society provide that such dispute shall be determined by the Registrar.

(2) Where the rules of a society provide that a dispute shall be determined by the Registrar, the following provisions shall apply:—

(a) the rules shall, for the purposes of subsection (1), be deemed to be an arbitration agreement within the meaning of the Act of 1954;

(b) the Registrar shall be deemed to be a single arbitrator for the purposes of that Act, and any provision contained therein relating to the appointment of additional arbitrators or umpires shall not apply.

50 Determination of disputes by Circuit Court.

50.—(1) The Circuit Court may hear and determine a dispute to which section 47 applies where the rules of a society so provide.

(2) A determination of a dispute by the Circuit Court shall be final and binding on the parties and any persons claiming under them, shall not be subject to appeal and shall not be removed into or restrained by the injunction of any other court.

(3) The Circuit Court may at the request of a party to the dispute state a case to the High Court on a point of law.

51 Notice of meeting.

51.—(1) Any provision in a society's rules providing for the calling of a meeting of the society (other than an adjourned meeting) by a shorter notice than 21 days' notice shall be void.

(2) A meeting of a society called by a shorter notice than 21 days' notice shall be deemed to have been properly called if it is so agreed by the auditor of the society and by the Registrar on application being made to him in writing by the society.

(3) Notice of a meeting of a society shall not be given to members of the society more than 42 days before the date of the meeting.

(4) A society shall give notice of a meeting of the society—

(a) by sending to every person entitled to attend the meeting a notice in such form as the Registrar may direct, or

(b) with the consent of the Registrar, by publishing in at least one daily newspaper published in the State and circulating in the area in which the chief office of the society is situated a notice in such form as the Registrar may direct.

This document does not substitute the official text published in the Irish Statute Book. We accept no responsibility for any inaccuracies arising from the transcription of the original into this format.

This text is published under Irish Statute Book's own terms of reuse, not a Legalize or public-domain licence. Irish Statute Book
CC-BY 4.0 (Oireachtas Open Data PSI Licence)
Contains Irish Public Sector Information licensed under the Oireachtas (Houses of the Oireachtas) Open Data PSI Licence / Creative Commons Attribution 4.0 International, sourced from https://www.irishstatutebook.ie.