COMPANIES (AMENDMENT) ACT, 1983

• (6) The following requirements apply to initial accounts prepared for a proposed distribution by a public limited company, that is to say—

• (a) those accounts must have been properly prepared or have been so prepared subject only to matters which are not material for the purpose of determining, by reference tothe relevant items as stated in those accounts, whether that distribution would be in contravention of the relevant section;

• (b) the auditors of the company must have made a report stating whether in their opinion the accounts have been properly prepared;

• (c) if, by virtue of anything referred to in that report, the report is not an unqualified report, the auditors must also have stated in writing whether, in their opinion, that thing is material for the purpose of determining, by reference to the relevant items as stated in those accounts, whether that distribution would be in contravention of the relevant section;

• (d) a copy of those accounts, of the report made under paragraph (b) and of any such statement must have been delivered to the registrar of companies; and

• (e) if the accounts are, or that report or statement is, in a language other than the English or Irish language, a translation into English or Irish of the accounts, the report or statement, as the case may be, which has been certified in the prescribed manner to be a correct translation, must also have been delivered to the registrar.

• (7) For the purpose of determining by reference to particular accounts whether a proposed distribution may be made by a company, this section shall have effect, in any case where one or more distributions have already been made in pursuance of determinations made by reference to those same accounts, as if the amount of the proposed distribution was increased by the amount of the distributions so made.

• (8) Where subsection (3) (a), (5) (a) or (6) (a) applies to the relevant accounts, section 45 (5) shall not apply for the purposes of determining whether any revaluation of the company's fixed assets affecting the amount of the relevant items as stated in those accounts has taken place, unless it is stated in a note to those accounts—

• (a) that the directors have considered the value at any time of any fixed assets of the company without actually revaluing those assets;

• (b) that they are satisfied that the aggregate value of those assets at the time in question is or was not less than the aggregate amount at which they are or were for the time being stated in the company's accounts; and

• (c) that the relevant items affected are accordingly stated in the relevant accounts on the basis that a revaluation of the company's fixed assets which by virtue of section 45 (5) included the assets in question took place at that time.

• (9) In this section—

“properly prepared” means, in relation to any accounts of a company, that the following conditions are satisfied in relation to those accounts, that is to say—

• (a) in the case of annual accounts, that they have been properly prepared in accordance with the provisions of the Principal Act;

• (b) in the case of interim or initial accounts, that theycomply with the requirements of section 149 of the Principal Act and any balance sheet comprised in those accounts has been signed in accordance with section 156 of the Principal Act; and

• (c) in either case, without prejudice to the foregoing, that, except where the company is entitled to avail itself, and has availed itself, of any of the provisions of Part III of the Sixth Schedule to the Principal Act—

• (i) so much of the accounts as consists of a balance sheet gives a true and fair view of the state of the company's affairs as at the balance sheet date; and

• (ii) so much of those accounts as consists of a profit and loss account gives a true and fair view of the company's profit or loss for the period in respect of which the accounts were prepared;

“relevant item” means any of the following, that is to say profits, losses, assets, liabilities, provisions (within the meaning of the Sixth Schedule to the Principal Act), share capital and reserves;

“reserves” includes undistributable reserves within the meaning of section 46(2);

“unqualified report” in relation to any accounts of a company, means a report, without qualification, to the effect that in the opinion of the person making the report the accounts have been properly prepared;

and for the purposes of this section, accounts are laid if section 148 of the Principal Act has been complied with in relation to those accounts.

• (10) For the purpose of paragraph (b) of the definition of “properly prepared” in subsection (9), section 149 of, and the Sixth Schedule to, the Principal Act shall be deemed to have effect in relation to interim and initial accounts with such modifications as are necessary by reason of the fact that the accounts are prepared otherwise than in respect of a financial year.

50 Consequences of making unlawful distribution.

50.—(1) Where a distribution, or part of one, made by a company to one of its members is made in contravention of the provisions of this Part and, at the time of the distribution, he knows or has reasonable grounds for believing that it is so made, he shall be liable to repay it or that part, as the case may be, to the company or (in the case of a distribution made otherwise than in cash) to pay the company a sum equal to the value of the distribution or part at that time.

• (2) The provisions of this section are without prejudice to any obligation imposed apart from this section on a member of a company to repay a distribution unlawfully made to him.

51 Ancillary provisions.

51.—(1) Where immediately before the appointed day a company is authorised by any provision of its articles to apply its unrealised profits in paying up in full or in part unissued shares to be allotted to members of the company as fully or partly paid bonus shares, that provision shall, subject to any subsequent alteration of the articles, continue to be construed as authorising those profits to be so applied after the appointed day.

• (2) In this Part “distribution” means every description of distribution of a company's assets to members of the company, whether in cash or otherwise, except distributions made by way of—

• (a) an issue of shares as fully or partly paid bonus shares;

• (b) the redemption of preference shares out of the proceeds of a fresh issue of shares made for the purposes of the redemption and the payment of any premium on their redemption out of the company's share premium account;

• (c) the reduction of share capital by extinguishing or reducing the liability of any of the members on any of its shares in respect of share capital not paid up or by paying off paid up share capital; and

• (d) a distribution of assets to members of the company on its winding up.

• (3) In this Part “capitalisation”, in relation to any profits of a company, means any of the following operations, whether carried out before, on or after the appointed day, that is to say, applying the profits in wholly or partly paying up unissued shares in the company to be allotted to members of the company as fully or partly paid bonus shares or transferring the profits to the capital redemption reserve fund.

• (4) In this Part reference to profits and losses of any description are references respectively to profits and losses of that description made at any time, whether before, on, or after the appointed day and, except where the context otherwise requires, are references respectively to revenue and capital profits and revenue and capital losses.

• (5) The provisions of this Part are without prejudice to any enactment or rule of law or any provision of a company's memorandum or articles restricting the sums out of which, or the cases in which, a distribution may be made.

• (6) The provisions of this Part shall not apply to any distribution made by a company, other than a public limited company registered as such on its original incorporation, before the date on which the earlier of the following events occurs, that is to say, the re-registration or registration of the company as a public limited company and the end of the general transitional period.

PART V Change of status of certain companies

52 Re-registration of limited company as unlimited.

52.—(1) A company which, on the appointed day, is registered as limited or thereafter is so registered (otherwise than in pursuance of section 53) may be re-registered under the Principal Act as unlimited in pursuance of an application in that behalf complying with the requirements of subsection (2), made in the prescribed form and signed by a director or by the secretary of the company and delivered to the registrar together with the documents mentioned in subsection (3).

• (2) The requirements referred to in subsection (1) are that the application must—

• (a) set out such alterations in the company's memorandum as—

• (i) if it is to have a share capital, are requisite to bring it, both in substance and in form into conformity with the requirements imposed by the Principal Act with respect to the memorandum of a company to be formed under that Act as an unlimited company having a share capital; or

• (ii) if it is not to have a share capital, are requisite in the circumstances; and

• (b) if articles have been registered, set out such alterations therein and additions thereto as—

• (i) if it is to have a share capital, are requisite to bring them, both in substance and in form, into conformity with the requirements imposed by the Principal Act with respect to the articles of a company to be formed under that Act as an unlimited company having a share capital; or

• (ii) if it is not to have a share capital, are requisite in the circumstances; and

• (c) if articles have not been registered—

• (i) have annexed thereto, and request the registration of, printed articles, bearing the same stamp as if they were contained in a deed, being, if the company is to have a share capital, articles complying with the said requirements; or

• (ii) if it is not to have a share capital, articles appropriate to the circumstances.

• (3) The documents referred to in subsection (1) are—

• (a) the prescribed form of assent to the company's being registered as unlimited subscribed by or on behalf of all members of the company;

• (b) a statutory declaration made by the directors of the company that the persons by whom or on whose behalf the form of assent is subscribed constitute the whole membership of the company, and, if any of the members have not subscribed that form themselves, that the directors have taken all reasonable steps to satisfy themselves that each person who subscribed it on behalf of a member was lawfully empowered so to do;

• (c) a printed copy of the memorandum incorporating the alterations therein set out in the application; and

• (d) if articles have been registered, a printed copy thereof incorporating the alterations therein and additions thereto set out in the application.

• (4) The registrar shall retain the application and other documents delivered to him under subsection (1), shall, if articles are annexed to the application, register them and shall issue to the company a certificate of incorporation appropriate to the status to be assumed by the company by virtue of this section, and upon the issue of the certificate—

• (a) the status of the company shall, by virtue of the issue, be changed from limited to unlimited; and

• (b) the alterations in the memorandum set out in the application and (if articles have been previously registered) any alterations and additions to the articles so set out shall, notwithstanding anything in the Principal Act, take effect as if duly made by resolution of the company and the provisions of the Principal Act shall apply to the memorandum and articles as altered or added to by virtue of this section accordingly.

• (5) A certificate of incorporation issued by virtue of this section shall be conclusive evidence that the requirements of this section with respect to re-registration and of matters precedent and incidental thereto have been complied with, and that the company was authorised to be re-registered under the Principal Act in pursuance of this section and was duly so re-registered.

• (6) Where a company is re-registered in pursuance of this section a person who, at the time when the application for it to be re-registered was delivered to the registrar, was a past member of the company and did not thereafter again become a member thereof shall not, in the event of the company's being wound up, be liable to contribute to the assets of the company more than he would have been liable to contribute thereto had it not been so re-registered.

• (7) The re-registration of a limited company as an unlimited company pursuant to this Act shall not affect any rights or obligations of the company, or render defective any legal proceedings by or against the company, and any legal proceedings which might have been continued or commenced against it in its former status may be continued or commenced against it in its new status.

• (8) For the purposes of this section—

• (a) subscription to a form of assent by the legal personal representative of a deceased member of a company shall be deemed to be subscription by him;

• (b) a trustee in bankruptcy of a person who is a member of a company shall, to the exclusion of that person, be deemed to be a member of the company.

53 Re-registration of unlimited company as limited.

53.—(1) A company which, on the appointed day, is registered as unlimited or thereafter is so registered (otherwise than by virtue of section 52) may be re-registered under the Principal Act as limited if a special resolution that it should be so re-registered (complying with the requirements of subsection (2)) is passed and an application in that behalf, made in the prescribed form and signed by a director or by the secretary of the company, is delivered to the registrar, together with the documents mentioned in subsection (3) not earlier than the day on which the copy of the resolution forwarded to him in pursuance of section 143 of the Principal Act is received by him.

• (2) The said requirements are that the resolution must state whether the company is to be limited by shares or by guarantee and—

• (a) if it is to be limited by shares, must state what the share capital is to be and provide for the making of such alterations in the memorandum as are necessary to bring it,both in substance and in form, into conformity with the requirements of the Companies Acts with respect to the memorandum of a company so limited, and such alterations in the articles as are requisite in the circumstances;

• (b) if it is to be limited by guarantee, must provide for the making of such alterations in its memorandum and articles as are necessary to bring them, both in substance and in form, into conformity with the requirements of the Principal Act with respect to the memorandum and articles of a company so limited.

• (3) The documents referred to in subsection (1) are a printed copy of the memorandum as altered in pursuance of the resolution and a printed copy of the articles as so altered.

• (4) The registrar shall retain the application and other documents delivered to him under subsection (1) and shall issue to the company a certificate of incorporation appropriate to the status to be assumed by the company by virtue of this section; and upon the issue of the certificate—

• (a) the status of the company shall, by virtue of the issue, be changed from unlimited to limited; and

• (b) the alterations in the memorandum specified in the resolution and the alterations in, and additions to, the articles so specified shall, notwithstanding anything in the Principal Act, take effect.

• (5) A certificate of incorporation issued by virtue of this section shall be conclusive evidence that the requirements of this section with respect to re-registration and of matters precedent and incidental thereto have been complied with, and that the company was authorised to be re-registered under the Principal Act in pursuance of this section and was duly so re-registered.

• (6) Section 71 of the Principal Act shall have effect as if, for the reference to its resolution for registration as a limited company in pursuance of that Act, there were substituted a reference to its resolution for registration as a limited company in pursuance of that Act or re-registration as a limited company in pursuance of this section.

• (7) In the event of the winding-up of a company re-registered in pursuance of this section, the following provisions shall have effect—

• (a) notwithstanding paragraph (a) of subsection (1) of section 207 of the Principal Act, a past member of the company who was a member thereof at the time of re-registration shall, if the winding-up commences within the period of three years beginning with the day on which the company is re-registered, be liable to contribute to the assets of the company in respect of its debts and liabilities contracted before that time;

• (b) where no persons who were members of the company at that time are existing members of the company, a person who, at that time, was a present or past member thereof shall, subject to paragraph (a) of the said subsection (1) and to paragraph (a) of this subsection, but notwithstanding paragraph (c) of the said subsection (1), be liable to contributeas aforesaid notwithstanding that the existing members have satisfied the contributions required to be made by them in pursuance of the Principal Act;

• (c) notwithstanding paragraphs (d) and (e) of the said subsection (1), there shall be no limit on the amount which a person who, at that time, was a past or present member of the company is liable to contribute as aforesaid.

• (8) The re-registration of an unlimited company as a limited company pursuant to this Act shall not affect any rights or obligations of the company, or render defective any legal proceedings by or against the company, and any legal proceedings which might have been continued or commenced against it in its former status may be continued or commenced against it in its new status.

54 Cesser of section 20 of Principal Act.

54.—No company shall register or re-register in pursuance of section 20 (1) of the Principal Act after the appointed day except upon an application in that behalf made before that day.

PART VI Miscellaneous

55 Public limited company to publish certain matters in Iris Oifigiúil.

55.—(1) A public limited company shall publish in Iris Oifigiúil notice of the delivery to the registrar of companies of the following documents—

• (a) a statutory declaration under section 6 (2);

• (b) a copy of a resolution which gives, varies, revokes or renews an authority for the purposes of section 20;

• (c) a copy of a special resolution under section 24 (1), (2) or (3);

• (d) any expert's valuation report on a non-cash consideration under section 31 (2);

• (e) any expert's valuation report on a non-cash asset acquired from a subscriber under section 33 (2);

• (f) any statement or notice under section 39 (1), (3) or (4);

• (g) any return of allotments under section 58 (1) of the Principal Act;

• (h) any notification of the redemption of preference shares under section 69 (1) of the Principal Act;

• (i) a copy of a special resolution to reduce its share capital under section 72 (2) of the Principal Act;

• (j) a copy of any resolution or agreement to which section 143 of the Principal Act applies and which—

• (i) states the rights attached to any shares in the company, other than shares which are, in all respects, uniform (for the purposes of section 39 (1)) with shares previously allotted;

• (ii) varies rights attached to any shares in the company; or

• (iii) assigns a name or other designation, or a new name or other designation, to any class of shares in the company.

• (2) The notice mentioned in subsection (1) shall be published within six weeks of the relevant delivery.

• (3) Where a company fails to comply with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on summary conviction to a fine not exceeding £250.

• (4) Proceedings in relation to an offence under this section may be brought and prosecuted by the registrar of companies.

56 Trading under misleading name.

56.—(1) A person who is not a public limited company or (after the end of the general transitional period) is an old public limited company shall be guilty of an offence if he carries on any trade, profession or business under a name which includes, as its last part, the words “public limited company”, or “cuideachta phoiblí theoranta” or abbreviations of those words.

• (2) A public limited company other than an old public limited company shall be guilty of an offence if, in circumstances in which the fact that it is a public limited company is likely to be material to any person, it uses a name which may reasonably be expected to give the impression that it is a company other than a public limited company.

• (3) Where, within the re-registration period, an old public limited company applies to be re-registered under section 12 as a public limited company, then—

• (a) during the twelve months following the re-registration, any provision of section 114 (1) (b) or (c) of the Principal Act; and

• (b) during the three years following the re-registration, section 114(1) (a) of the Principal Act or any provision of any other Act or statutory instrument requiring or authorising the name of the company to be shown on any document or other object,

shall apply as if any reference in that provision to the name of the company were a reference to a name which either is its name or was its name before re-registration.

• (4) Subsection (1) shall not apply to any company—

• (a) to which Part XI of the Principal Act applies; and

• (b) which has provisions in its constitution that would entitle it to rank as a public limited company if it had been registered in the State.

• (5) A person guilty of an offence under subsection (1) or (2) and, if that person is a company, any officer of the company who is in default shall be liable on summary conviction to a fine not exceeding £500 together with, in the case of a continuing offence, a fine not exceeding £50 for every day on which the offence continues, but not exceeding £1,000 in total.

57 Penalties.

57.—(1) A company or other person guilty of an offence under section 20 or 36 shall be liable, on conviction on indictment, to a fine not exceeding £2,500.

• (2) A company or other person guilty of an offence under section 24, 40 or 41 shall be liable, on conviction on indictment—

• (a) in the case of a company, to a fine not exceeding £2,500;

• (b) in the case of a person other than a company, to a fine not exceeding £2,500 or, at the discretion of the court, to imprisonment for a term not exceeding 2 years or to both the fine and the imprisonment.

• (3) Any person guilty of an offence under section 31 shall be liable on conviction on indictment to a fine not exceeding £5,000 or, at the discretion of the court, to imprisonment for a term not exceeding 3 years or to both the fine and the imprisonment.

• (4) A Justice of the District Court shall have jurisdiction to try summarily an offence under section 20, 24, 31, 36, 40 or 41 if—

• (a) the Justice is of the opinion that the facts proved or alleged against the defendant charged with any such offence constitute a minor offence fit to be tried summarily;

• (b) the Director of Public Prosecutions consents; and

• (c) the defendant (on being informed by the Justice of his right to be tried by a jury) does not object to being tried summarily,

and, upon conviction under this subsection the said defendant shall be liable—

• (i) in the case where the defendant is guilty of an offence under section 20 or 36, to a fine not exceeding £500;

• (ii) in the case where the defendant is guilty of an offence under section 24, 31, 40 or 41—

• (I) in the case of a company, to a fine not exceeding £500;

• (II) in the case of a person other than a company, to a fine not exceeding £500 or, at the discretion of the Court, to imprisonment for a term not exceeding 6 months or to both the fine and the imprisonment.

• (5) Section 13 of the Criminal Procedure Act, 1967, shall apply in relation to an offence under the said section 20, 24, 31, 36, 40 and 41 as if, in lieu of the penalties specified in subsection (3) of the said section 13, there were specified therein the penalty provided for by subsection (4) of this section, and the reference in subsection 2 (a) of the said section 13 to the penalties provided for in subsection (3) of the said section 13 shall be construed and have effect accordingly.

58 Revocation of power under section 24 of Principal Act to dispense with “limited” in name of public limited companies.

58.—(1) No licence under section 24 of the Principal Act shall be granted in respect of a public limited company or an association about to be formed into a public limited company or have effect in respect of such a company.

• (2) Any such licence already granted to a company shall cease to have effect if, after the appointed day, the company is registered or re-registered as a public limited company.

59 Power by order to prescribe forms and to revoke and amend orders.

59.—(1) The Minister may by order prescribe forms to be used in connection with any of the provisions of this Act.

• (2) The Minister may by order revoke or amend an order (other than an order made under section 1 (3) made under this Act.

60 Laying of orders before Houses of Oireachtas.

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

61 Expenses.

61.—The expenses incurred 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.

FIRST SCHEDULE Minor and Consequential Amendments to the Companies Act, 1963.

• “(1) The memorandum of every company must state—

  • (a) in the case of a public limited company, the name of the company, with ‘public limited company’ or ‘cuideachta phoiblí theoranta’ as the last words of the name;

  • (b) in the case of a company (other than a public limited company) which is limited by shares or by guarantee, the name of the company, with ‘limited’ or ‘teoranta’ as the last word of the name;

  • (c) the objects of the company.”.

• (a) in subsection (6) by deleting “so, however, that no part of the capital of the company shall be expended in any such purchase.”; and

• (b) by inserting after subsection (6) the following new subsections—

• “(6A) An order under this section may, if the court thinks fit, provide for the purchase by the company of the shares of any members of the company and for the reduction accordingly of the company's capital and may make such alterations in the memorandum and articles of the company as may be required in consequence of that provision.

• (6B) Where an order under this section requires the company not to make any, or any specified, alteration in its memorandum or articles, then, notwithstanding anything in the Companies Acts, 1963 to 1983, thecompany shall not have power without the leave of the court to make any such alteration in breach of that requirement.

• (6C) Any alteration in the memorandum or articles of a company made by virtue of an order under this section, other than one made by resolution of the company, shall be of the same effect as if duly made by resolution of the company, and the provisions of the Companies Acts, 1963 to 1983 shall apply to the memorandum or articles as so altered accordingly.”.

• “(2) The use of the abbreviation ‘Ltd.’ for ‘Limited’ or ‘Teo.’ for ‘Teoranta’ or ‘p.l.c.’ for ‘public limited company’ or ‘c.p.t.’ for ‘cuideachta phoiblí theoranta’ shall not of itself render such registration necessary.”.

“35.—(1) Subject to subsection (2), if a company, being a private company, alters its articles in such a manner that they no longer include the provisions which, under section 33, are required to be included in the articles of a company in order to constitute it a private company, the company shall cease to be a private company.

• (2) The alteration referred to in subsection (1) shall not take effect unless the company has been re-registered as a public limited company in accordance with section 9 of the Companies (Amendment) Act, 1983 or as an unlimited public company in accordance with section 52 of that Act.

• (3) Where an application is made to re-register a private company as an unlimited public company, there shall be delivered with the application for re-registration a statement in lieu of prospectus in the form and containing the particulars set out in Part I of the Second Schedule, and, in the cases mentioned in Part II of that Schedule, setting out the reports specified therein, and the said Parts I and II shall have effect subject to the provisions contained in Part III of that Schedule.

• (4) A statement in lieu of prospectus need not be delivered under subsection (3) if a prospectus relating to the company which complies, or is deemed by virtue of a certificate of exemption under section 45 to comply, with the Third Schedule, is issued and is delivered to the registrar of companies as required by section 47.

• (5) Every statement in lieu of prospectus delivered under subsection (3) shall, where the persons making any such report as referred to in that subsection have made therein or have, without giving the reasons, indicated therein any such adjustments as are mentioned in paragraph 5 of Part III of the Second Schedule, have endorsed thereon or attached thereto a written statement signed by those persons, setting out the adjustments and giving the reasons therefor.

• (6) If default is made in complying with subsection (2), (3) or (5), the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on summary conviction to a fine not exceeding £500.

• (7) Where a statement in lieu of prospectus, delivered to the registrar under subsection (3) includes any untrue statement, any person who authorised the delivery of the statement in lieu of prospectus for registration shall be guilty of an offence and shall be liable—

  • (a) on conviction on indictment, to imprisonment for a term not exceeding 2 years or a fine not exceeding £2,500, or both, or

  • (b) on summary conviction, to imprisonment for a term not exceeding 6 months or a fine not exceeding £500 or both;

  unless he proves either that the untrue statement was immaterial or that he had reasonable ground to believe and did, up to the time of the delivery for registration of the statement in lieu of prospectus, believe that the untrue statement was true.

• (8) For the purposes of this section—

  • (a) a statement included in a statement in lieu of prospectus shall be deemed to be untrue if it is misleading in the form and context in which it is included, and

  • (b) a statement shall be deemed to be included in a statement in lieu of prospectus if it is contained therein or in any report or memorandum appearing on the face thereof, or by reference incorporated therein.”.

• “(3) This section shall not apply to—

  • (a) a private company; or

  • (b) a public limited company within the meaning of the Companies (Amendment) Act, 1983.”.

• “(1) An allotment made by a company to an applicant in contravention of section 53 or 54 shall be voidable at the instance of the applicant within one month after the date of the allotment, and not later, and shall be so voidable notwithstanding that the company is in the course of being wound up.”.

• “(15A) Subsections (2) to (11) shall not apply to a public limited company originally incorporated as such or to a company registered or re-registered as a public limited company under the Companies (Amendment) Act, 1983 unless a special resolution as provided under subsection (2) was passed before the company's application for registration or re-registration.

• (15B) A public limited company may, in accordance with subsection (13), give financial assistance to any person only if the company's net assets are not thereby reduced or, to the extent that those assets are thereby reduced, if the financial assistance is provided out of profits which are available for dividend.

• (15C) In this section “net assets” means the aggregate of the company's assets less the aggregate of its liabilities; and “liabilities” includes any provision (within the meaning of the Sixth Schedule) except to the extent that that provision is taken into account in calculating the value of any asset to the company.”.

• (a) in subsection (1) by substituting the following paragraph for paragraph (c)—

• “(c) the premium, if any, payable on redemption must have been provided for out of the profits of the company which would otherwise be available for dividend or out of the company's share premium account before the shares are redeemed;”;

and

• (b) in subsection (6) by substituting “to be allotted” for “to be issued ”.

• “(5) The use of the abbreviation ‘Ltd.’ for ‘Limited’ or ‘Teo.’ for ‘Teoranta’ or ‘p.l.c.’ for ‘public limited company’ or ‘c.p.t.’ for ‘cuideachta phoiblí theoranta’ shall not be a breach of the provisions of this section.”.

“, or

• (d) a public limited company registered as such on its original incorporation under the Companies (Amendment) Act, 1983.”.

• “(j) resolutions of the directors of a company passed by virtue of sections 12(3) (a) and 43(3) of the Companies (Amendment) Act, 1983.”.

“or section 42 of the Companies (Amendment) Act, 1983”.

• “(h) after the end of the general transitional period, within the meaning of the Companies (Amendment) Act, 1983, the company is an old public limited company within the meaning of that Act;

• (i) after the end of the transitional period for share capital, within the meaning of the Companies (Amendment) Act, 1983, the company has not complied with the conditions specified in section 12 (9) of that Act.”.

“and

• (f) a petition for winding up on the grounds mentioned in section 213(h) or (i), may be presented by the registrar of companies.”.

• “(iii) the name of the company with the addition of the word ‘limited’ or ‘teoranta’ as the last word thereof or, in the case of a public limited company, with the addition of the words ‘public limited company’ or ‘cuideachta phoiblí theoranta’ as the last words thereof; and”

• “(1) Subject to subsection (2), when a company registers in pursuance of this Part with limited liability, the word ‘limited’ or ‘teoranta’ or in the case of a public limited company the words ‘public limited company’ or ‘cuideachta phoiblí theoranta’ shall form and be part of its name.”.

• (a) by being renumbered as subsection (1) thereof; and

• (b) by inserting the following new subsection—

• “(2) A certificate given under this section in respect of a company shall be conclusive evidence that the requirements of this Part in respect of registration and of matters precedent and incidental thereto have been complied with.”.

• “(2) The Minister may by order—

  • (a) alter Table A, Tábla A and the Third, Seventh and Eighth Schedules;

  • (b) alter or add to Tables B, C, D and E in the First Schedule and the form in Part II of the Fifth Schedule; and

  • (c) alter the forms set out in the Second Schedule to the Companies (Amendment) Act, 1983;

  but no alteration made by the Minister in Table A or in Tábla A shall affect any company registered before the alteration, or repeal in relation to that company any portion of Table A or Tábla A.”.

• (a) by substituting the following regulation for regulation 3—

“3. If at any time the share capital is divided into different classes of shares, the rights attached to any class may, whether or not the company is being wound up, be varied or abrogated with the consent in writing of the holders of three-fourths of the issued shares of that class, or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of the class.”;

• (b) by substituting the following regulation for regulation 5—

“5. Subject to the provisions of these regulations relating to new shares, the shares shall be at the disposal of the directors, and they may (subject to the provisions of the Companies Acts, 1963 to 1983) allot, grant options over or otherwise dispose of them to such persons, on such terms and conditions and at such times as they may consider to be in the best interests of the company and its shareholders, but so that no share shall be issued at a discount and so that, in the case of shares offered to the public for subscription by a public limited company, the amount payable on application on each share shall not be less than one-quarter of the nominal amount of the share and the whole of any premium thereon.”;

• (c) in regulation 79 by inserting after “or any part thereof, and” the following “, subject to section 20 of the Companies (Amendment) Act, 1983”;

• (d) in regulation 80 by substituting “the Companies Acts, 1963 to 1983” for “the Act”;

• (e) by substituting the following regulation for regulation 118—

“118. No dividend or interim dividend shall be paid otherwise than in accordance with the provisions of Part IV of the Companies (Amendment) Act, 1983 which apply to the company.”;

• (f) by inserting after regulation 130 the following new regulation—

“130A. The company in general meeting may on the recommendation of the directors resolve that it is desirable to capitalise any part of the amount for the time being standing to the credit of any of the company's reserve accounts or to the credit of the profit and loss account which is not available for distribution by applying such sum in paying up in full unissued shares to be allotted as fully paid bonus shares to those members of the company who would have been entitled to that sum if it were distributed by way of dividend (and in the same proportions), and the directors shall give effect to such resolution.”;

• (g) in regulation 131 by substituting “Whenever a resolution is passed in pursuance of regulation 130 or 130A” for “Whenever such a resolution as aforesaid shall have been passed”.

• (a) by substituting the following regulation for regulation 3—

“3. Más rud é tráth ar bith go roinnfear an scairchaipiteal ina scaireanna de chineálacha éagsúla, féadfar na cearta a ghabhfaidh le haon chineál, cibé acu a bheidh an chuideachta á foirceannadh nó nach mbeidh, a athrú nó a aisghairm le toiliú i scríbhinn ó shealbhóirí trí cheathrú de na scaireanna eisithe den chineál sin, nó le ceadú faoi rún speisialta a ritheadh ag cruinniú ginearálta ar leith de shealbhóirí na scaireanna den chineál sin.”;

• (b) by substituting the following regulation for regulation 5—

“5. Faoi réir na bhforálacha de na rialacháin seo a bhaineann le scaireanna nua, beidh na scaireanna ar a n-urláimh ag na stiúrthóirí, agus féadfaidh siad (faoi réir fhorálacha Achtanna na gCuideachtaí, 1963 go 1983) iad a leithroinnt ar cibé daoine, nó roghanna orthu a dheonú dóibh, nó iad a dhiúscairt chucu i slí eile, ar cibé téarmaí agus coinníollacha, agus cibé tráthanna, is dóigh leo is fearr a bheadh le leas na cuideachta agus a scairshealbhóirí, ach sa dóigh nach n-eiseofar aon scair faoi lascaine agus sa dóigh, i gcás scaireanna a thairgfidh cuideachta phoiblí theoranta don phobal lena suibscríobh, nach mbeidh an tsuim is iníoctha tráth an iarratais ar gach scair faoi bhun an ceathrú cuid de mhéid ainmniúil na scaire agus iomlán aon phréimhe uirthi.”;

• (c) in regulation 79 by inserting after “a mhorgáistiú nó a mhuirearú, agus,” the following: “faoi réir alt 19 d'Acht na gCuideachtaí (Leasú), 1983”;

• (d) in regulation 80 by substituting “le hAchtanna na gCuideachtaí, 1963 go 1983” for “leis an Acht” and “faoi réir fhorálacha Achtanna na gCuideachtaí, 1963 go 1983” for “faoi réir forálacha an Achta”;

• (e) by substituting the following regulation for regulation 118—

“118. Ní íocfar díbhinn ná díbhinn eatramhach ar bith seachas de réir na bhforálacha de Chuid IV d'Acht na gCuideachtaí (Leasú), 1983 a bhfuil feidhm acu maidir leis an gcuideachta.”;

• (f) by inserting after regulation 130 the following new regulation—

“130A. Féadfaidh an chuideachta, i gcruinniú ginearálta, ar mholadh na stiúrthóirí, a bheartú gur inmhianaithe aon chuid den méid a bheidh de thuras na huaire i gcreidiúint d'aon cheann de chúlchuntais na cuideachta nó i gcreidiúint don chuntas sochair agus dochair nach mbeidh ar fáil chun a dháilte a chaipitliú tríd an tsuim sin a chur chun feidhme do láníoc scaireanna neamheisithe a bheidh le leithroinnt mar scaireanna bónais láníoctha ar na comhaltaí sin den chuideachta a bheadh i dteideal na suime sin dá ndéanfaí í a dháileadh i modh díbhinne (agus sna cionúireachtaí céanna) agus tabharfaidh na stiurthóirí éifeacht don rún sin.”;

• (g) in regulation 131 by substituting “Aon uair a rithfear rún de bhun rialachán 130 nó 130A” for “Aon uair a rithfear rún mar a dúradh”.

• “(2A) Where shares in a public limited company, other than an old public limited company within the meaning of the Companies (Amendment) Act, 1983 are acquired by the company by forfeiture or surrender in lieu of forfeiture, or in pursuance of section 41 of that Act, or are acquired by another person in circumstances where paragraph (c) or (d) of section 43(1) of that Act applies or are made subject to a lien or charge taken (whether expressly or otherwise) by the company and permitted by section 44(2) (a), (c) or (d) of that Act—

  • (a) the number and nominal value of the shares so acquired by the company, acquired by another person in such circumstances and so charged respectively during the financial year;

  • (b) the maximum number and nominal value of shares which, having been so acquired by the company, acquired by another person in such circumstances or so charged (whether or not during the financial year) are held at any time by the company or that other person during that year;

  • (c) the number and nominal value of the shares so acquired by the company, acquired by another person in such circumstances or so charged (whether or not during that year) which are disposed of by the company or that other person or cancelled by the company during that year;

  • (d) where the number and nominal value of the shares of any particular description are stated in pursuance of any of the preceding paragraphs, the percentage of the called-up share capital which shares of that description represent;

  • (e) where any of the shares have been so charged, the amount of the charge in each case; and

  • (f) where any of the shares have been disposed of by the company or the person who acquired them in such circumstances for money or money's worth, the amount or value of the consideration in each case.

• (2B) Any distribution by an investment company within the meaning of Part IV of the Companies (Amendment) Act, 1983, which reduces the amount of its net assets to less than the aggregate of its called-up share capital and undistributable reserves. In this subparagraph ‘net assets’ and ‘called up share capital’ have the same meanings as in section 2 of the Companies (Amendment) Act, 1983 and ‘undistributable reserves’ has the same meaning as in section 46 (2) of that Act.”.

“5. Whether, in their opinion, there exists at the balance sheet date within the meaning of the Companies (Amendment) Act, 1983 a financial situation which under section 40 (1) of that Act would require the convening of an extraordinary general meeting of the company.”.

• (a) in the first column after “Register of directors and secretaries” the following: “Particulars relating to directors to be shown on all business letters of the company”; and

• (b) in the second column after “Section 195” the following: “Section 196”.

“130 Statutory meeting and statutory report.”.

SECOND SCHEDULE Forms of Memorandum of Association of a Public Limited Company

PART I

A Public Company Limited by Shares.

We, the several persons whose names and addresses are subscribed, wish to be formed into a company in pursuance of this memorandum of association, and we agree to take the number of shares in the capital of the company set opposite our respective names.

Names, Addresses and Descriptions of Subscribers	Number of Shares taken by each Subscriber
1. James Maher of __________
	5
in the County of _________ Solicitor
2. John O'Brien of __________
in the County of _________ Engineer	375
3. Michael Nolan of __________
in the County of _________ Engineer	225
4. Patrick Hayes of __________
in the County of _________ Geologist	55
5. Paul McCarthy of _________
in the County of _________ Geologist	10
6. Thomas Kennedy of _______
in the County of _________ Accountant	30
7. Joseph O'Meara of _________
in the County of _________ Solicitor	15
Total Shares taken	715

Dated the _ day of __, 19 _____

Witness to the above signatures:

Name:

Address:

PART II

A Public Company Limited by Guarantee and having a Share Capital.

We, the several persons whose names and addresses are subscribed, wish to be formed into a company in pursuance of this memorandum of association, and we agree to take the number of shares in the capital of the company set opposite our respective names.

Names, Addresses and Descriptions of Subscribers	Number of Shares taken by each Subscriber
1. John Boland of _______
in the County of _________ Solicitor	5
2. Martin Cullen of ____________
in the County of _________ Hotel Proprietor	375
3. Sean Keogh of _______
in the County of _________ Engineer	225
4. James Mangan of _______
in the County of _________ Travel Agent	55
5. Paul Roche of _______
in the County of _________ Farmer	10
6. Kevin O'Sullivan of _______
in the County of _________ Architect	30
7. Teresa O'Connor of ____________
in the County of _________ Housewife	15
Total Shares taken	715

Dated the _ day of __, 19 _____

Witness to the above signatures:

Name:

Address:

THIRD SCHEDULE Repeals

PART I

Provisions of the Companies Act, 1963	Extent of repeal
Section 2(1) (General provision as to interpretation) ______	Definitions of “statutory meeting” and “statutory report”.
Section 19 (Conclusiveness of certificate of incorporation) ______	Entire section.
Section 48 (Restriction on alteration of terms mentioned in prospectus or statement in lieu of prospectus)______	Entire section.
Section 63 (Power to issue shares at a discount)	Entire section.
Section 130 (Statutory meeting and statutory report) _______	Entire section.
Section 149 (Contents and form of accounts; computation and treatment of profits and losses) ______	Subsection (6).
Section 213 (Circumstances in which a company may be wound up by the court) ____	Paragraph (b).
Section 215 (Provisions as to applications for winding up) ______	Paragraph (b).
Section 216 (Powers of court on hearing petition) ______	Subsection (2).
First Schedule, Table A, Part I ______	In regulation 11 the words “, and the company shall also have a first and paramount lien on all shares (other than fully paid shares) standing registered in the name of a single person for all moneys immediately payable by him or his estate to the company.”.
First Schedule, Tábla A, Part I ______	In regulation 11 the words “, agus beidh túslian ceannasach ag an gcuideachta freisin ar gach scair (seachas scaireanna láníoctha) a bheidh cláraithe in ainm duine aonair le haghaidh an airgid uile is iníoctha láithreach aige féin, nó ag a eastát, leis an gcuideachta”.
First Schedule, Table D ______	Part II.

PART II

Provisions of the Companies (Amendment) Act, 1982	Extent of repeal.
Section 3 (Particulars to be delivered with memorandum) ____	Subsection (6).