Legalize / Ireland / Act

Stock Exchange Act , 1995

Type Act

Publication 1995-06-14

State In force

Source Irish Statute Book

articles Not indexed

Reform history JSON API

PART I Preliminary and General

1 Short title.

1.—This Act may be cited as the Stock Exchange Act, 1995.

2 Commencement.

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

3 Interpretation.

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

“approval” means an approval under section 9 of this Act ;

“approved stock exchange” means a stock exchange which has been approved of under section 9 of this Act;

“associated undertaking” means—

(a) an undertaking in which a qualifying capital interest equal to 20 per cent, or more of all such interests is held and which is not a subsidiary undertaking, or

(b) an undertaking over whose operating and financial policy a significant influence is exercised and which is not a subsidiary undertaking,

and for the purposes of paragraph (a) of this definition, interests held by persons acting in their own name but on behalf of another person shall be deemed to be held by that other person;

“authorised member firm” means a member firm which has been authorised by the Bank under section 18 of this Act;

“authorisation” means an authorisation granted under section 18 of this Act, unless otherwise specified;

“authorised officer” means a person authorised under section 55 of this Act;

“the Bank” means the Central Bank of Ireland;

“client money requirements” has the meaning assigned to it by section 52 of this Act;

“the Commission” means the Commission of the European Communities;

“competent authority” means a competent authority in a Member State, for the purpose of Council Directive No. 93/22/EEC of 10 May, 1993^(1), or for the purpose of Council Directive No. 93/6/EEC of 15 March, 1993[^(1)], or for the purposes of Council Directive 77/780/EEC of 12 December, 1977[^(2)] , as amended by Council Directive 89/646/EEC of 15 December, 1989[^(3)];

“the Companies Acts” means the Companies Acts, 1963 to 1990, and every enactment which is to be construed with them as one Act;

“the Court” means the High Court;

“credit institution” means a credit institution within the meaning of Article 1 of Council Directive 77/780/EEC of 12 December, 1977^(2) as amended by Council Directive 89/646/EEC of 15 December, 1989^(3), but does not include the institutions referred to in Article 2 (2) of that Directive;

“director” includes any person occupying the position of director by whatever name called and any person who effectively directs or has a material influence over the business of an approved stock exchange or authorised member firm;

“former approved stock exchange” means an approved stock exchange whose approval has been revoked;

“former authorised member firm” means an authorised member firm whose authorisation has been revoked;

“functions” includes powers and duties;

“home Member State” means—

(a) where the member firm or proposed member firm is a natural person, the Member State in which his head office is situated, or

(b) where the member firm or proposed member firm is a legal person, the Member State in which its registered office is situated or, if under its national law it has no registered office, the Member State in which its head office is situated, or

(c) in the case of a market, the Member State in which the registered office of the body which provides trading facilities is situated or, if under its national law it has no registered office, the Member State in which that body's head office is situated;

“host Member State” means the Member State in which a member firm has a branch or provides services;

“indirect acquisition” shall be construed in accordance with Council Directive 93/22/EEC of 10 May, 1993^(1);

“indirect disposal” shall be construed in accordance with Council Directive 93/22/EEC of 10 May, 1993^(1);

“indirect shareholders” shall be construed in accordance with Council Directive 93/22/EEC of 10 May, 1993[^(1)];

“indirect subsidiary” shall be construed in accordance with Council Directive 93/22/EEC of 10 May, 1993^(1);

“investment instruments” includes—

(a) transferable securities, units or shares in undertakings for collective investments in transferable securities within the meaning of the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 1989 (S.I. No. 78 of 1989), and any subsequent amendments thereto, financial futures contracts including index futures contracts, commodity futures contracts, future or forward interest rate agreements, interest rate swaps, exchange rate swaps, warrants or other instruments entitling the holder to subscribe for investment instruments as set out in this definition, borrowing and lending of transferable securities, repurchase agreements, units in a unit trust, shares in an investment variable capital or fixed capital company, capital contributions to an investment limited partnership, debentures, including debenture stock, loan stock, bonds, certificates of deposit, other instruments creating or acknowledging indebtedness, Government and public securities, including loan stock, bonds and other instruments creating indebtedness issued by or on behalf of a government, local authority or public authority, bonds and other instruments creating or acknowledging indebtedness issued by or on behalf of any body corporate or mutual body, and certificates representing securities,

(b) certificates or other instruments which confer—

(i) property rights in respect of any investment instrument referred to in paragraph (a) of this definition; or

(ii) any right to acquire, dispose of, underwrite or convert an investment instrument, being a right to which the holder would be entitled if he held any such investment to which the certificate or instrument relates; or

(iii) a contractual right (other than an option) to acquire any such investment instrument otherwise than by subscription,

(d) any investment instrument in dematerialised form, and

(e) any instrument similar to investment instruments defined in subparagraphs (a), (b), (c) or (d) of this definition,

but this definition shall not be construed as applying to—

(I) any instrument acknowledging or creating indebtedness for, or for money borrowed to defray, the consideration payable under a contract for the supply of goods or services; or

(II) a cheque, a banker's draft or a letter of credit; or

(III) a banknote, a statement showing a balance in a current, deposit or savings account or (by reason of any financial obligation contained in it) to a lease or other disposition of property, or an insurance policy;

“investment limited partnership” has the meaning assigned to it by the Investment Limited Partnerships Act, 1994;

“investment services” means all or any of the following services:

(a) reception and transmission, on behalf of investors, of orders in relation to one or more investment instrument;

(b) execution of orders in relation to one or more investment instrument other than for own account;

(d) managing portfolios of investments in accordance with mandates given by investors on a discretionary client-by-client basis where such portfolios include one or more investment instrument;

(e) underwriting in respect of issues of one or more investment instrument or the placing of such issues or both;

“Irish Stock Exchange” means the body commonly known on or before the coming into operation of this section as the “Irish Unit of the International Stock Exchange of the United Kingdom and the Republic of Ireland Limited” and the body known as the Irish Stock Exchange Limited after the coming into operation of this Act;

“member firm” means any person who is a member of an approved stock exchange and whose regular occupation or business is the provision of investment services within the meaning of paragraphs (a) or (b) or (c), or any or all of these, of the definition of “investment services” on or off the floor of a stock exchange on a professional basis;

“Member State” means a Member State of the European Communities;

“the Minister” means the Minister for Finance;

“officer”, in relation to a stock exchange or member firm, means a director, chief executive, manager or secretary, by whatever name called, and in relation to an offence, also includes any person who purports to act as an officer of the said stock exchange or member firm;

“prescribed” means prescribed by regulations made by the Minister and cognate words shall be construed accordingly;

“proposed member firm” means a person who is seeking authorisation from the Bank to be an authorised member firm;

“proposed stock exchange” means a person who is seeking approval from the Bank to be an approved stock exchange;

“qualifying capital interest” shall have the meaning assigned to it in Regulation 35 of the European Communities (Companies: Group Accounts) Regulations, 1992 (S.I. No. 201 of 1992), and any subsequent amendments thereto;

“qualifying shareholder” means a person who has or controls a qualifying holding;

“qualifying holding” means a direct or indirect holding of shares or other interest in a proposed stock exchange or an approved stock exchange or a proposed member firm or authorised member firm which represents 10 per cent. or more of the capital or of the voting rights, or any direct or indirect holding of less than 10 per cent. which, in the opinion of the Bank, makes it possible to control or exercise a significant influence over the management of the proposed stock exchange or approved stock exchange or proposed member firm or authorised member firm in which a holding subsists;

“related undertakings” means—

(a) companies related within the meaning of section 140 (5) of the Companies Act, 1990, and subsequent amendments thereto, or

(b) undertakings where the business of those undertakings has been so carried on that the separate business of each undertaking, or a substantial part thereof, is not readily identifiable, or

(c) undertakings where the decision as to how and by whom each shall be managed can be made either by the same person or by the same group of persons acting in concert;

“rules” means rules other than rules which solely give effect to—

(a) the European Community Stock Exchange Regulations, 1984 (S.I. No. 282 of 1984), as amended or extended from time to time,

(b) the European Communities (Stock Exchange) (Amendment) Regulations, 1991 (S.I. No. 18 of 1991), as amended or extended from time to time,

(c) the European Communities (Transferable Securities and Stock Exchange) Regulations, 1992 (S.I. No. 202 of 1992), as amended or extended from time to time,

(d) Part V of the Companies Act, 1990,

(e) rules relating to matters for which an approved stock exchange exercises authority, delegated other than under this Act,

(f) the Companies (Stock Exchange) Regulations, 1990 (S.I. No. 337 of 1990),

(g) any rules made by an approved stock exchange relating solely to the regulation of companies for which that stock exchange provides trading facilities in their stock,

(h) listing-type functions contained in the Companies Act, 1990;

“statutory functions”, in relation to the Bank, means its functions—

(a) under the Central Bank Acts, 1942 to 1989, and any enactment amending those Acts,

(b) imposed by virtue of the ACC Bank Act, 1992 (Section 4) Regulations, 1992 (S.I. No. 373 of 1992), the ICC Bank Act, 1992 (Section 3) Regulations, 1993 (S.I. No. 24 of 1993), the European Communities (Licensing and Supervision of Banks) Regulations, 1979 (S.I. No. 414 of 1979), the European Communities (Licensing and Supervision of Credit Institutions) Regulations, 1992 (S.I. No. 395 of 1992) or the European Communities (Consolidated Supervision of Credit Institutions) Regulations, 1992 (S.I. No. 396 of 1992),

(d) under the Building Societies Act, 1989,

(e) under the Companies Act, 1990,

(f) under the Trustee Savings Banks Act, 1989,

(g) under the Investment Limited Partnerships Act, 1994,

(h) under the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 1989 (S.I. No. 78 of 1989), and any instruments amending that instrument,

(i) under any other enactment or instrument made under an enactment, and

(j) under this Act;

“stock exchange” means an organised financial market whose members provide an investment service (within the meaning of paragraphs (a), (b) and (c) of the definition in this section of “investment services”) in respect of investment instruments, but excluding any exchange involved wholly or mainly in financial futures or options and coming within the provisions of Chapter VIII of Part II of the Central Bank Act, 1989;

“subsidiary” means a subsidiary within the meaning of section 155 of the Companies Act, 1963;

“undertaking” means a body corporate, a partnership, an unincorporated body of persons or a sole trader.

(2) References in this Act to books, records or other documents, or to any of them, shall be construed as including any document or information kept in a non-legible form (whether stored electronically or otherwise) which is capable of being reproduced in a legible form and all the electronic or other automatic means, if any, by which such document or information is so capable of being reproduced and to which the person, whose books, records or other documents (as so construed) are inspected for the purposes of this Act, has access.

(3) References in this Act to “competence” in relation to any director or manager means competence in respect of matters in which such director or manager concerned would be expected to be competent in the discharge of his professional responsibilities.

(4) Where a member firm is constituted as an unincorporated body of persons, in this Act—

(a) references to “memorandum and articles of association” or to “memorandum of association” or to “articles of association” shall be construed as references to the partnership agreement or other constitutional document of the body of persons concerned, and

(b) references to “director” shall be construed as references to every member, officer, partner or other person holding any proprietary, voting or other interest in the body of persons concerned and includes any person who effectively directs or has a material influence over the business of the body of persons concerned, and

(c) references to “board of directors” shall be construed as references to the partners, committee, council or other organ of management of the body of persons concerned, and

(d) references to “shareholder” and “qualifying shareholder” shall be construed as references to any partner, member or other person holding any proprietary, voting or other interest in the body of persons concerned.

(5) In this Act, references to an “employee” and cognate words shall be construed to include references to a person employed under a contract of service or a contract for services and references to a person employed otherwise than under a contract of service or a contract for services.

4 Repeals.

4.—The Stock Exchange (Dublin) Act, 1799, and the Stockbrokers (Ireland) Act, 1918, are hereby repealed.

5 Service of notices.

5.—(1) Where a notice or direction or other document is authorised or required by or under this Act or regulations made thereunder 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, or

(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, or

(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, or

(d) in the case of an officer or employee of a stock exchange whether approved or otherwise, or a proposed stock exchange or a member firm whether authorised or otherwise, or a proposed member firm, by sending it to him by ordinary prepaid post addressed to him at the address of the head office of that stock exchange or member firm or proposed stock exchange or proposed member firm.

(2) Any such document may—

(a) in the case of a stock exchange whether approved or otherwise, or a proposed stock exchange or a member firm whether authorised or otherwise or a proposed member firm or any other body corporate, be served on the secretary or other employee or officers of that stock exchange or member firm or other body corporate, or

(b) in the case of a partnership, be served on any partner, or

(c) in the case of an unincorporated association other than a partnership, be served on any member of its governing body.

6 Expenses.

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

(2) The expenses incurred by the Bank in the administration of this Act shall be paid out of the general fund of the Bank except where otherwise provided in this Act or any other enactment.

7 Laying of regulations before Houses of Oireachtas.

7.—Every regulation 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 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.

PART II Stock Exchanges

8 Prohibition of unlawful stock exchanges.

8.—(1) No person shall establish a stock exchange in the State unless it is an approved stock exchange.

(2) No person shall operate a stock exchange established in the State unless it is an approved stock exchange.

(3) A person who contravenes subsection (1) or (2) of this section shall be guilty of an offence.

(4) In this section “established in the State” excludes any stock exchange which provides services electronically to Irish clients and whose head office or registered office is outside the State.

9 Grant of approval.

9.—(1) Subject to the provisions of this section, the Bank may grant or refuse to grant to any person applying to it under this section an approval to operate as an approved stock exchange.

(2) The grant of an approval under subsection (1) of this section may be given unconditionally or may be given subject to such conditions or requirements or both as the Bank considers fit.

(3) Whenever the Bank refuses to approve of a proposed stock exchange under this section, it shall serve notice on the proposed stock exchange, and on the Minister, of its refusal to grant approval and state the reasons therefor.

(4) An application for approval under subsection (1) of this section shall be in such form and contain such particulars as the Bank shall specify from time to time and, without prejudice to the generality of the aforesaid, shall include a copy of the memorandum of association and articles of association of the proposed stock exchange and a copy of the rules under which the applicant proposes to conduct its business.

(5) A proposed stock exchange shall not be approved of by the Bank unless—

(a) it is a company incorporated under the Companies Acts,

(b) it satisfies the Bank that the memorandum of association and articles of association and the rules of the proposed stock exchange contain sufficient provisions so as to enable it to operate in accordance with this Act and in accordance with any conditions or requirements, or both, as the Bank may impose,

(d) it satisfies the Bank as to the probity and competence of each of its directors and managers,

(e) it satisfies the Bank as to the suitability of each of its qualifying shareholders,

(f) its registered office and its head office are in the State, and

(g) its rules provide that—

(i) where there has been an inquiry into any disciplinary matter, at the conclusion of the inquiry, a written report of that inquiry shall be made by or on behalf of that stock exchange, and

(ii) the stock exchange shall send a copy of a report of an inquiry into any disciplinary matter to the Minister and the Minister for Enterprise and Employment, where the Minister, with the consent of the Minister for Enterprise and Employment, so requests.

(6) The Bank shall specify, from time to time, the level of capital to be maintained by an approved stock exchange.

(7) A proposed stock exchange shall not be granted approval under this section unless its memorandum of association, articles of association or its rules provide that the Board of Directors of that stock exchange is broadly based and is so composed so as to secure a balance between the interests of the different member firms and users of the stock exchange services, and the public interest.

(8) In the interests of the common good, and to promote the protection of investors and the maintenance of proper standards of conduct and practice, the requirements of subsection (7) of this section shall not be satisfied unless—

(a) the Bank is satisfied that the Board of a stock exchange includes a number of persons, independent of the operation or management of that stock exchange and independent of its member firms, for the purpose of facilitating the promotion of the protection of investors and the maintenance of proper standards of conduct and practice;

(b) the chairperson of the Board of the stock exchange is a person independent of the operation or management of that stock exchange and independent of its member firms; and

(c) the rules or memorandum of association or articles of association of the stock exchange provide either or both of the following, namely that—

(i) the Board of that stock exchange can consider disciplinary matters involving, and complaints against, member firms, whether at the request of the member firm concerned or of the management of the stock exchange or of the complainant or otherwise,

(ii) if the rules provide that such disciplinary matters or complaints can be considered by a number of members of the Board, the rules provide that in such cases the Board members shall include at least one member of the Board who is independent of the management and operation of that stock exchange and independent of its member firms.

(9) The Bank may impose a requirement on a proposed stock exchange or an approved stock exchange to organise its business or corporate structure, or the control of any associated or related undertaking not supervised by the Bank, such that the stock exchange concerned and, where appropriate and practicable, the business of any associated undertaking or related undertaking either collectively or individually is capable of being supervised to the satisfaction of the Bank under this Act.

(10) The Bank may, at any time prior to the grant or refusal of approval, request further information from a proposed stock exchange or may instruct an authorised officer to make such inquiries or carry out such investigation as may be necessary for the purpose of evaluating an application under this section and such inquiries or investigations shall be carried out in accordance with this Act.

(11) Any appointment to the Board of Directors of an approved stock exchange or to the post of manager, chief executive or post equivalent thereto on, or after, the granting of an approval under this section shall be subject to the prior approval in writing of the F Bank, which said approval shall not be given unless the approved stock exchange satisfies the Bank as to the probity and competence of the proposed appointee.

(12) Any proposed amendment or addition to the said memorandum of association or articles of association or rules of an approved stock exchange shall be made only with the prior consent in writing of the Bank, and the Bank may approve of, or refuse to approve of, such amendment or addition.

(13) An approved stock exchange shall establish and maintain procedures to investigate complaints against itself and its member firms.

(14) A proposed stock exchange shall be informed—

(a) within six months of the date of receipt of the application for approval or within six months of entry into force of this section, whichever is the later, whether or not the approval has been granted, or

(b) where additional information in relation to the application for approval has been sought by the Bank, within a period of six months after the receipt by the Bank of the additional information, or the period of twelve months after the receipt of the application for approval, whichever is the sooner.

(15) It shall be an offence for a proposed stock exchange to apply for approval under this section knowingly or recklessly using false or misleading information or by knowingly or recklessly making false or misleading statements.

(16) (a) Subject to paragraph (b) of this subsection, the Minister may lay before each House of the Oireachtas a copy of a report into any disciplinary matter prepared by or on behalf of an approved stock exchange.

(b) The Minister shall not lay a report referred to in paragraph (a) of this subsection before each House of the Oireachtas unless he and the Minister for Enterprise and Employment think it proper to do so having due regard to the exigencies of the common good and the rights of any person referred to in that report.

(c) A report laid before each House of the Oireachtas under paragraph (a) of this subsection shall be privileged but the conferring of privilege on that report shall not affect the rights, duties or liabilities of any person concerned with the preparation or publication by or on behalf of an approved stock exchange of that report.

10 Existing stock exchange.

10.—(1) Notwithstanding section 8 of this Act, the Irish Stock Exchange shall be deemed to be an approved stock exchange on the coming into operation of this section and shall stand approved of under this Act until the Bank has granted or refused an approval to it:

Provided that, no later than three months after the coming into operation of this section, it—

(a) incorporates as a company under the Companies Acts, if it is not already so incorporated, and

(b) applies to the Bank under section 9 of this Act for an approval and, in that section, references to proposed stock exchange shall be construed accordingly.

(2) Pending a decision by the Bank to approve or not to approve of the Irish Stock Exchange or during the three months referred to in subsection (1) of this section, or during both such times the Bank may do either or both of the following, namely:

(a) impose on it such conditions or requirements or both as it thinks fit relating to the proper and orderly regulation and supervision of the Irish Stock Exchange or in relation to the protection of investors or in relation to both or in respect of associated undertakings or related undertakings, or both;

(b) issue directions under this Act.

(3) The Irish Stock Exchange may appeal to the Court against the imposition of any condition or requirement or the giving of any direction under this section.

(4) On hearing an application under subsection (3) of this section, the Court may confirm, vary or rescind any condition, requirement or direction imposed under this section.

11 Imposition of conditions or requirements on approved stock exchanges.

11.—(1) Without prejudice to section 9 of this Act, where the Bank grants an approval under that section or consents to any proposed amendment or addition to a memorandum of association or articles of association or rules, it may do all or any of the following in the interests of the proper and orderly regulation and supervision of approved stock exchanges and their member firms or any or all of these:

(a) make its approval or consent subject to such conditions or requirements or both as it considers fit,

(b) impose conditions or requirements or both which relate to matters in an associated undertaking or related undertaking,

(c) at any time after its approval, impose conditions or require- ments or both on an approved stock exchange and either amend or revoke any condition or requirement or both imposed under this paragraph or paragraph (a) or (b) of this subsection,

(d) at any time after its approval, impose a requirement that the approved stock exchange add, amend or revoke rules of that stock exchange,

(e) at any time after its approval, impose a requirement that the approved stock exchange add to or amend the memorandum of association or articles of association of that stock exchange:

Provided that the said conditions or requirements do not contravene any guidelines in that behalf which may be issued to the Bank, from time to time, by the Minister with the consent of the Minister for Enterprise and Employment in the interests of the proper and orderly regulation and supervision of stock exchanges and their member firms and published in the Iris Oifigiúil.

(2) Any condition or requirement referred to in subsection (1) of this section may be imposed in relation to any or all of the following, namely—

(a) an approved stock exchange;

(b) all approved stock exchanges;

(d) a specified period of time or times;

(e) all authorised member firms;

(f) a particular class of authorised member firm;

(g) an associated undertaking or related undertaking of an approved stock exchange;

(h) any matter, as the Bank may consider appropriate, in the interests of the proper and orderly regulation and supervision of approved stock exchanges and their member firms.

(3) An approved stock exchange or member firm may appeal to the Court against the imposition of any condition or requirement imposed under subsection (1) of this section and, on hearing an appeal under this section, the Court may confirm, vary or rescind any condition or requirement imposed under this section.

12.—(1) Subject to subsection (2) of this section, the Bank may refuse to consent to an amendment of, or addition to, the memorandum of association, articles of association, or both, or to the rules of an approved stock exchange, in all or any of the following circumstances, namely, where it is expedient to do so in the interest of the proper and orderly regulation of that approved stock exchange or its authorised member firms or in order to protect investors.

(2) Whenever the Bank refuses to consent to an amendment or addition to the memorandum of association, or articles of association, or both, or to the rules of an approved stock exchange, it shall serve notice on the approved stock exchange concerned stating that it refuses to consent to the amendment or addition and setting out the reasons for the refusal in the notice.

13 Procedure on refusal to grant approval, etc.

13.—(1) A proposed stock exchange on whom a notice has been served under section 9 (3) of this Act or an approved stock exchange on whom a notice has been served under section 12 (2) of this Act may, within 21 days of receipt of the notice, appeal to the Minister and the Minister shall consider any such appeal and may uphold or reject it.

(2) When considering an appeal under this section, the Minister shall consult with the Minister for Enterprise and Employment, the Bank and the proposed stock exchange or the approved stock exchange concerned as the case may be; provided that the period taken for consideration does not exceed three months.

(3) If the Minister, with the consent of the Minister for Enterprise and Employment, upholds an appeal made under this section, he shall inform the Bank of his decision and shall publish notice of his decision in the Iris Oifigiúil within 28 days of such decision being communicated to the Bank and the Bank shall grant approval of the proposed stock exchange or consent to the proposed amendment of or addition to the memorandum of association, articles of association or rules of an approved stock exchange.

(4) An appeal under this section shall be accompanied by the prescribed fee.

(5) The Public Offices Fees Act, 1879, shall not apply to any fees charged under this section.

14 Revocation of approval.

14.—(1) The Bank may revoke its approval of an approved stock exchange in all or any of the following circumstances, namely, where—

(a) a request has been made to it in that behalf by an approved stock exchange,

(b) an approved stock exchange—

(i) has failed to operate as a stock exchange within 12 months of the date on which the approval to be an approved stock exchange was granted, or

(ii) has failed to operate as a stock exchange for a period of more than 6 months, or

(iii) is being wound up.

(2) Without prejudice to the power of the Bank to revoke an approval under subsection (1) of this section, the Bank may apply to the Court, in a summary manner, for an order revoking the approval of an approved stock exchange in any or all of the following circumstances, namely, where—

(a) it is expedient to do so in the interest of the proper and orderly regulation of approved stock exchanges or their member firms or in order to protect investors or in any or all of these circumstances;

(b) an approved stock exchange has been convicted on indictment of any offence under this Act or any Act under which the Bank exercises statutory functions or any offence involving fraud, dishonesty or breach of trust;

(c) circumstances have materially changed since the granting of approval to that stock exchange such that, if an application for approval was made at the time of the application to the Court, a different decision would be taken in relation to the application for approval;

(d) the approval was obtained by knowingly or recklessly making false or misleading statements, or by knowingly or recklessly using false or misleading information;

(e) an approved stock exchange has failed to comply to a material degree with a requirement of this Act;

(f) an approved stock exchange no longer fulfils any or all of the conditions or requirements which were imposed when approval was granted or which were subsequently imposed;

(g) an approved stock exchange—

(i) no longer complies with capital or other financial requirements, specified by the Bank from time to time, or

(ii) is not maintaining or is unlikely to be able to maintain adequate capital or other financial resources having regard to the volume and nature of its business;

(h) an approved stock exchange becomes unable or, in the opinion of the Bank, is likely to become unable to meet its obligations to its creditors or suspends payments lawfully due;

(i) a director, manager or qualifying shareholder of an approved stock exchange is no longer deemed by the Bank to fulfil the conditions of competence and probity required by section 9 of this Act to be a director or manager or a qualifying shareholder of an approved stock exchange;

(j) an approved stock exchange has so organised its business or corporate structure that the approved stock exchange and, where appropriate, any related undertaking or associated undertaking, either collectively or individually, is no longer capable of being supervised to the satisfaction of the Bank under this Act.

(3) When the Bank proposes to revoke the approval of an approved stock exchange or proposes to apply to the Court for an order to revoke approval of an approved stock exchange the following procedure shall apply, namely, the Bank shall serve notice on the stock exchange concerned and each of its member firms of its intention and shall state its reasons in the said notice.

(4) Where an application is made to the Court under this section the Court may make such interim or interlocutory orders as the circumstances may require.

(5) Where approval of a stock exchange is revoked and where the stock exchange concerned is not a company which is being wound up—

(a) the former approved stock exchange and its member firms shall continue to be subject to the duties and obligations imposed by this Act until all the liabilities, duties and obligations of the said stock exchange have been discharged to the satisfaction of the Bank,

(b) the former approved stock exchange shall, as soon as possible, after the revocation, notify the Bank, its member firms and such other persons, if any, as the Bank indicates are to be notified of the measures being taken to discharge without undue delay the liabilities, duties and obligations of the said stock exchange,

(i) the former approved stock exchange has notified the Bank in accordance with paragraph (b) of this subsection and the Bank is of the opinion that the measures being taken or proposed to be taken for the purposes of that paragraph are not satisfactory, or

(ii) the former approved stock exchange has not so notified the Bank and the Bank is of the opinion that the said stock exchange has failed to so notify as soon as possible after the approval is revoked, or

(iii) the Bank is of the opinion that the former approved stock exchange has failed to take all reasonable steps to notify persons which the Bank has indicated, under paragraph (b) of this subsection, are to be notified,

then, subject to subsection (9) of this section, the Bank may give a direction in writing to the former approved stock exchange or, where necessary, to any of its authorised member firms for such period, not exceeding six months, prohibiting the former approved stock exchange or its authorised member firms, as the case may be, so directed from any or all of the following, namely—

(I) creating any liabilities;

(II) dealing with or disposing of any assets or specified assets of the former approved stock exchange or of its authorised member firms in any manner;

(III) engaging in any transaction or class of transactions or specified transaction;

(IV) making payments;

without the prior authorisation of the Bank, and the Bank may further direct that former approved stock exchange within two months of the initial direction to prepare and submit to the Bank for its approval a scheme for the orderly discharge of the liabilities, duties and obligations concerned.

(6) Where the approval of a stock exchange is revoked and the stock exchange is a company which is being wound up—

(a) the liquidator of the former approved stock exchange shall, in addition to his duties and obligations in respect of the winding-up, be subject to the duties and obligations to which the former approved stock exchange would be subject if it were a former approved stock exchange to which subsection (5) of this section relates and that subsection shall for the purposes of this subsection be construed accordingly;

(b) notwithstanding paragraph (a) of this subsection, the Bank may, where its approval of a stock exchange is revoked and where the Bank considers it appropriate in the circumstances, remove, on giving notice to that effect in writing to the former approved stock exchange, the duties and obligations imposed on the liquidator concerned to comply with paragraph (b) of subsection (5) of this section and may impose in writing on that liquidator such further duty or obligation which corresponds to that set out in paragraph (b) of that subsection;

(c) nothing in this subsection shall be construed as affecting any duty or obligation under this Act of the member firms of the former approved stock exchange concerned.

(7) The Bank shall publish notice of any revocation of an approval of a stock exchange in the Iris Oifigiúil within 28 days of revocation.

(8) An approved stock exchange whose approval has been revoked under this Act shall cease to operate as a stock exchange and it shall be an offence for any person to provide an investment service on a former approved stock exchange.

(9) Where the Bank gives a direction under subsection (5) of this section, it may apply to the Court, on being satisfied that the direction has not been complied with and the Court may confirm or set aside or vary the direction on such terms and for such period as the Court thinks fit.

(10) The Bank shall not exercise its powers under subsection (2) (i) of this section unless it has given the approved stock exchange an opportunity to remove the director, manager or qualifying shareholder or otherwise deal with the concerns of the Bank in relation to the probity or competence of the person concerned within such period of time as the Bank may specify.

(11) An application under this section may be heard otherwise than in public.

15 Maintenance of books and records by approved stock exchanges.

15.— (1) (a) An approved stock exchange shall keep at an office or offices within the State such books and records (including books of accounts) as may be specified, from time to time, by the Bank and shall notify the Bank of the address of every office at which any such books or records are kept.

(b) A person who contravenes paragraph (a) of this subsection shall be guilty of an offence.

(2) The Bank may specify different books and records for the purpose of this section in relation to different approved stock exchanges or different classes of approved stock exchange.

(3) Books and records kept pursuant to this section shall be—

(a) in addition to any books or other records to be kept by or under any other enactment, and

(b) retained at least for such period as the Bank may specify.

PART III Membership of Stock Exchanges

16 Competent authority.

16.—(1) The Bank shall be the competent authority in the State for member firms for the purpose of Council Directive 93/22/EEC of 10 May, 1993^(1).

(2) The Bank shall be the competent authority for authorised member firms for the purpose of Council Directive 93/6/EEC of 15 March, 1993[^(1)].

17 Prohibition of unlawful member firm.

17.—(1) Any person who—

(a) claims to be a member firm, or

(b) holds himself out as a member firm,

shall be guilty of an offence under this Act unless that person is such a member firm.

(2) It shall be an offence for a person to be a member firm of an approved stock exchange unless he has been authorised—

(a) by the Bank under section 18 of this Act, or

(b) by a competent authority in another Member State, for the purpose of Council Directive 93/22/EEC of 10 May, 1993[^(1)] as amended or extended from time to time, whose authorisation includes any or all of the services referred to in section A, 1 (b) or 2 of the Annex to that Directive, or

(c) as a European Communities credit institution in a Member State, whose authorisation under Council Directive 77/780/EEC of 12 December, 1977[^(2)] as amended by Council Directive 89/646/EEC of 15 December, 1989[^(3)] as amended or extended from time to time, includes one or more investment services equivalent to those set out in section A, 1 (b) or 2 of the Annex to Council Directive 93/22/EEC of 10 May, 1993^(1).

18 Grant of authorisation.

18.—(1) Subject to the provisions of this Act, the Bank may grant or refuse to grant to any person applying to it under this section an authorisation to operate as an authorised member firm.

(2) The grant of an authorisation under subsection (1) of this section may be given unconditionally or it may be given subject to such conditions or requirements or both as the Bank considers fit.

(3) Whenever the Bank refuses to grant authorisation to a proposed member firm under this section, it shall serve notice on the proposed member firm of its intention to refuse to authorise it and stating the reasons therefor and the proposed member firm may within 21 days of receipt of such notice appeal to the Court against the decision.

(4) An application for authorisation under subsection (1) of this section shall be in such form and contain such particulars as the Bank shall specify from time to time and, without prejudice to the generality of the aforesaid, shall include a copy of the memorandum of association and articles of association of the proposed member firm and such particulars as the Bank may request in relation to—

(a) the type of business to be carried on or likely to be carried on by the proposed member firm, and

(b) any person or persons having control or ownership of the proposed member firm including any natural or legal person whose shareholding or other commercial relationship with the proposed member firm might influence the conduct of the proposed member firm to a material degree.

(5) A proposed member firm shall not be authorised by the Bank unless—

(a) it is a company incorporated by statute or under the Companies Acts, or a company made under Royal Charter or it draws up a partnership agreement, where it is constituted as an unincorporated body of persons, if such an agreement does not already exist,

(b) it satisfies the Bank that the memorandum of association and articles of association of the proposed member firm contain sufficient provisions so as to enable it to operate in accordance with this Act, and in accordance with any conditions or requirements or both as the Bank may impose,

(d) it satisfies the Bank as to the probity and competence of each of its directors and managers,

(e) it satisfies the Bank as to the suitability of each of its qualifying shareholders,

(f) it satisfies the Bank as to the organisation and management skills of the proposed member firm and that adequate levels of staff and expertise will be employed to carry out its proposed activities,

(g) it satisfies the Bank that it has and will follow established procedures to enable the Bank to be supplied with all information necessary for its supervisory functions and to enable the public to be supplied with any information which the Bank may specify,

(h) it satisfies the Bank that the organisation of its business structure is such that it and any of its associated or related undertakings, where appropriate and practicable, are capable of being supervised adequately by the Bank,

(i) its registered office and its head office are in the State, and

(j) it satisfies the Bank as to its conduct of business, its financial resources and any other matters as the Bank considers necessary in the interests of the proper and orderly regulation and supervision of approved stock exchanges or of member firms or both or in the interests of the protection of investors.

(6) The Bank may set out conditions and requirements, either through the rules of an approved stock exchange or otherwise, in order to monitor the solvency of an authorised member firm which is constituted as an unincorporated body of persons and the solvency of its proprietors.

(7) The Bank shall impose conditions or requirements, from time to time, in respect of the level of capital to be maintained by an authorised member firm.

(8) Any appointment to the Board of Directors of an authorised member firm or proposed member firm or to the post of manager, chief executive or post equivalent thereto, on or after the granting of an authorisation under this section, shall be subject to the prior approval in writing of the Bank, which said approval shall not be given unless the authorised member firm satisfies the Bank as to the probity and competence of the proposed appointee.

(9) The Bank may direct an authorised member firm to alter its memorandum of association and articles of association in the interest of the proper and orderly regulation of approved stock exchanges and their member firms or the protection of investors or both.

(10) A proposed amendment to the memorandum of association or articles of association of an authorised member firm shall not be made without the prior consent in writing of the Bank.

(11) An authorisation granted under subsection (1) of this section by the Bank shall specify the classes of investment services which may be provided by the authorised member firm concerned and the authorisation may specify additional services which an authorised member firm may provide, including those set out in Annex C to Council Directive 93/22/EEC of 10 May, 1993[^(1)] as amended or extended from time to time and the Bank may amend or vary the classes of investment services or other services which may be so provided and such authorisation shall be taken as authorisation of the said firm for the purposes of the said directive.

(12) The Bank may at any time prior to the grant or refusal of an authorisation request further information from the proposed member firm or may instruct an authorised officer to make such inquiries or carry out such investigations as may be necessary for the purpose of evaluating properly an application under this section, and such inquiries or investigations shall be carried out in accordance with this Act.

(13) (a) In the case of a member firm, the Bank shall apply this Act, having regard to the division of responsibilities between the home and host member states of the member firm concerned which are set out in Council Directive 93/22/EEC of 10 May, 1993[^(1)] and Council Directive 93/6/EEC of 15 March, 1993^(1) and the relevant sections of this Act shall be construed accordingly.

(b) Subject to the provisions of this section, member firms shall be subject to such conditions or requirements or both as may be imposed on them by the Bank in the interests of any or all of the following, namely—

(i) the proper and orderly regulation of stock exchanges and their member firms;

(ii) the protection of investors or clients or both.

(14) The Bank may impose requirements on a proposed member firm or an authorised member firm to organise its business or corporate structure, or control of any associated undertaking or related undertaking not supervised by the Bank, such that that member firm when authorised under this Act and, where appropriate and practicable, the business of any associated undertaking or related undertaking, either collectively or individually, is capable of being supervised to the satisfaction of the Bank under this Act.

(15) A proposed member firm shall be informed whether or not authorisation has been granted—

(a) within six months of the date of receipt of the application, or within six months of the coming into operation of this section, whichever is the later; or

(b) where additional information in relation to the application has been sought by the Bank, within a period of six months after the receipt by the Bank of the additional information or the period of twelve months after the receipt of the application, whichever is the sooner.

(16) It shall be an offence for a proposed member firm to apply for authorisation under this section knowingly or recklessly using false or misleading information or knowingly or recklessly making false or misleading statements.

19 Requests from Commission.

19.—Notwithstanding other provisions of this Act, the Bank shall comply with requests from the Commission to limit or suspend decisions where—

(a) a proposed member firm which is the direct or indirect subsidiary of a parent governed by the law of a State which is not a Member State of the European Community seeks authorisation from the Bank, or

(b) an undertaking which is governed by the law of a State which is not a Member State acquires a holding in any authorised member firm such that the latter would become its subsidiary.

20 Authorised Member Firms doing business outside the State.

20.—(1) When an authorised member firm wishes to establish a branch in another Member State it shall notify the Bank in writing setting out the address of the proposed branch from which documents may be obtained, the names of the proposed managers and a programme of operations setting out inter alia the types of business envisaged and the proposed organisational structure of the branch.

(2) Subject to subsection (3) of this section, the Bank shall communicate information referred to in subsection (1) of this section to the relevant authority in that other Member State in accordance with the provisions of Council Directive 93/22/EEC of 10 May, 1993[^(1)], within three months of receiving all information requested of the authorised member firm, and shall inform the authorised member firm accordingly.

(3) Where the Bank does not communicate the information in the manner referred to in subsection (2) of this section, the Bank shall give reasons for the refusal to the authorised member firm and the authorised member firm shall be entitled to appeal to the Court against that decision.

(4) Where an authorised member firm wishes to change any particulars supplied under subsection (1) of this section it shall notify the Bank in writing of any such changes and allow at least one month from the date of the notification before carrying out the changes so as to allow the Bank to exercise its functions under this Act.

(5) When an authorised member firm wishes to provide investment services within the territory of another Member State for the first time but does not propose to establish a branch in that other Member State, it shall notify the Bank in writing setting out the Member State in which it proposes to provide those services and a programme of operations stating in particular the investment service or services it intends to provide.

(6) The Bank shall communicate the information referred to in subsection (5) of this section to the relevant authority in that other Member State in accordance with the provisions of Council Directive 93/22/EEC of 10 May, 1993^(1), within one month of receiving all that information.

(7) Where an authorised member firm wishes to change any particulars concerning a programme of operations supplied under subsection (5) of this section it shall notify in writing the Bank and the competent authority in the other Member State in which it proposes to provide or provides investment services of any such changes before carrying out the changes so as to allow the competent authority in the other Member State to carry out its obligations under the provisions of Council Directive 93/22/EEC of 10 May, 1993[^(1)].

21 Existing member firms.

21.—(1) Notwithstanding section 17 of this Act, a person whom the Bank deems to have been a member firm of the Irish Stock Exchange on the day immediately prior to the coming into operation of this section, having regard to the member firms listed in the daily official list of the Irish Stock Exchange, shall stand authorised, on the coming into operation of this section, as an authorised member firm until the Bank has granted or refused authorisation to it:

Provided that, no later than three months after the coming into operation of this Part of this Act, it—

(a) draws up a formal partnership agreement, where it is constituted as an unincorporated body of persons, if such agreement does not already exist, and

(b) applies to the Bank under section 18 of this Act for authorisation, and, in that section, references to proposed member firm shall be construed accordingly.

(2) Pending a decision by the Bank to authorise a member firm to whom subsection (1) of this section refers or during the three months referred to in subsection (1) of this section or during both such times, the Bank may do either or both of the following, namely—

(a) impose such conditions or requirements or both as it thinks fit relating to the proper and orderly regulation and supervision of approved stock exchanges and their member firms or in relation to the protection of investors including conditions or requirements or both which relate to matters in an associated undertaking, a related undertaking or in both;

(b) issue directions under this Act.

(3) A person to whom subsection (1) of this section refers may appeal to the Court against the conditions or requirements imposed under this section.

(4) On hearing an application under subsection (3) of this section, the Court may confirm, vary or rescind any condition or requirement imposed under this section.

(5) Notwithstanding section 17 of this Act, a person who falls within subsection (6) of this section may be a member firm of an approved stock exchange until either the 31st day of December, 1995 or it has been authorised by a competent authority in its home Member State, whichever is the earlier.

(6) Subsection (5) of this section applies to persons or branches of persons which—

(a) have their head office and registered office in another Member State,

(b) are subject to prudential regulation in that Member State which is considered by the Bank to be equivalent to the regulation applying to authorised member firms under this Act, and

(7) A member firm falling within subsection (6) of this section shall be subject to such conditions or requirements or both as may be imposed on it by the Bank in the interests of either or both of the following, namely, the proper and orderly regulation and supervision of stock exchanges and their member firms and the protection of investors or clients, and such conditions or requirements or both may be imposed on it by the Bank in respect of associated undertakings or related undertakings.

(8) Section 18 (13) of this Act shall not apply to firms falling within subsection (6) of this section.

22 Imposition of conditions or requirements on authorised member firms.

22.—(1) Without prejudice to section 18 of this Act, where the Bank grants an authorisation under that section, it may do all or any of the following, namely—

(a) make its authorisation subject to such conditions or requirements or both as it considers fit, relating to the proper and orderly regulation and supervision of an authorised member firm;

(b) impose conditions or requirements or both which relate to matters in an associated undertaking or a related undertaking;

(c) at any time after its approval, impose conditions or requirements or both on an authorised member firm and either amend or revoke any condition or requirement imposed under this paragraph or under paragraph (a) or (b) of this subsection:

(2) Any condition or requirement referred to in subsection (1) of this section may be imposed in relation to any or all of the following, namely—

(a) an authorised member firm;

(b) all authorised member firms;

(d) a specified period of time or times;

(e) an associated undertaking or related undertaking;

(f) any matter, as the Bank may consider appropriate, in the interests of the proper and orderly regulation and supervision of approved stock exchanges and their authorised member firms.

(3) An authorised member firm may appeal to the Court against the imposition of any condition or requirement imposed under subsection (1) of this section and, on hearing an appeal under this section, the Court may confirm, vary or rescind any condition or requirement imposed under this section.

23.—(1) Subject to subsection (2) of this section, the Bank may refuse to consent to an amendment of, or addition to, the memorandum of association or articles of association, or both, of an authorised member firm in any or all of the following circumstances, namely, where it is expedient to do so in the interest of the proper and orderly regulation of approved stock exchanges and their authorised member firms or in order to protect investors.

(2) Whenever the Bank refuses to consent to an amendment of or addition to the memorandum of association or articles of association or both of an authorised member firm, it shall serve notice on the authorised member firm concerned stating that it refuses to consent to the amendment or addition and setting out the reasons for the refusal in the notice and the authorised member firm may, within 21 days of receipt of such notice, appeal to the Court against the decision.

24 Revocation of authorisation.

24.—(1) The Bank may revoke the authorisation of an authorised member firm in all or any of the following circumstances, namely, where—

(a) a request is made to it in that behalf by the authorised member firm;

(b) an authorised member firm—

(i) has failed to operate as a member firm within 12 months of the date on which it was authorised under this Act; or

(ii) has failed to operate as a member firm for a period of more than six months; or

(iii) is being wound up.

(2) Without prejudice to the power of the Bank to revoke an authorisation under subsection (1) of this section, the Bank may apply to the Court in a summary manner for an order revoking the authorisation of an authorised member firm in any or all of the following circumstances, namely, where—

(b) an authorised member firm has been convicted on indictment of any offence under this Act or any Act under which the Bank exercises statutory functions or any offence involving fraud, dishonesty or breach of trust;

(c) circumstances have materially changed since the granting of the authorisation such that, if an application for authorisation were made at the time of the application to the Court, a different decision would be taken in relation to the application for authorisation;

(d) the authorisation was obtained by knowingly or recklessly making false or misleading statements or by knowingly or recklessly using false or misleading information;

(e) an authorised member firm has failed to comply to a material degree with a condition or requirement of this Act;

(f) an authorised member firm no longer fulfils any or all of the conditions or requirements which were imposed when the authorisation was granted or which were subsequently imposed;

(g) an authorised member firm—

(i) no longer complies with capital or any other financial requirements specified by the Bank, from time to time, or

(ii) is not maintaining or is unlikely to be able to maintain adequate capital resources or other financial resources having regard to the nature and volume of its business;

(h) an authorised member firm becomes unable or, in the opinion of the Bank, is likely to become unable to meet its obligations to its creditors or suspends payments lawfully due;

(i) an authorised member firm has infringed to a material degree a code of conduct or rules of conduct, specified in or set out under section 38 of this Act;

(j) a director, manager or qualifying shareholder of an authorised member firm is no longer deemed by the Bank to fulfil the conditions of competence and probity required by section 18 of this Act to be a director or manager or qualifying shareholder of an authorised member firm;

(k) an authorised member firm has failed to comply with a condition or requirement or both imposed under this Act, and the circumstances are such that the Bank is of the opinion that the stability and soundness of the authorised member firm is or has been materially affected by such a failure;

(l) an authorised member firm has so organised its business or corporate structure such that the authorised member firm and, where appropriate, any related undertaking or associated undertaking, either collectively or individually, is no longer capable of being supervised to the satisfaction of the Bank under this Act.

(3) When the Bank proposes to revoke the authorisation of an authorised member firm or proposes to apply to the Court for an order to revoke the authorisation of a member firm, the following procedure shall apply, namely, the Bank shall serve notice on the authorised member firm of its intention and shall state its reasons in the said notice.

(4) Where an application is made to the Court under this section, the Court may make such interim or interlocutory orders as the circumstances may require.

(5) Persons (being persons who were authorised member firms) whose authorisation has been revoked (in this section referred to as “former authorised member firms”) shall continue to be responsible for arranging the discharge of all contracts entered into before announcement of the revocation of the authorisation, unless the Bank states otherwise.

(6) Where the authorisation of an authorised member firm is revoked and the former authorised member firm, if a company, is not being wound up, or, if constituted as an unincorporated body of persons, is not the subject of a dissolution order, then—

(a) the former authorised member firm shall continue to be subject to the duties and obligations imposed by this Act and any codes of conduct or rules of conduct or client money requirements or any other conditions or requirements imposed by the Bank under any section of this Act and by the rules of the approved stock exchange of which it is or was a member firm until all the liabilities, duties and obligations of the said member firm have been discharged to the satisfaction of the Bank,

(b) the former authorised member firm shall, as soon as possible after the revocation of the authorisation, notify the Bank and such other persons, if any, as the Bank indicates are to be notified of the measures being taken to discharge without undue delay the liabilities, duties and obligations of the said member firm, and

(i) the former authorised member firm has notified the Bank in accordance with paragraph (b) of this subsection, and the Bank is of the opinion that the measures being taken or proposed to be taken for the purposes of this section are not satisfactory, or

(ii) the former authorised member firm has not so notified the Bank and the Bank is of the opinion that the former authorised member firm has failed to so notify as soon as possible after the authorisation is revoked, or

(iii) the Bank is of the opinion that the former authorised member firm has failed to take all reasonable stepsto notify persons which the Bank has indicated, under paragraph (b) of this subsection, are to be notified,

then, subject to subsection (10) of this section, the Bank may give a direction in writing to the former authorised member firm for such period, not exceeding six months, prohibiting the former authorised member firm so directed from any or all of the following, namely—

(I) creating any liabilities;

(II) dealing with or disposing of any assets or specified assets of the former authorised member firm in any manner;

(III) engaging in any transaction or class of transaction or specified transaction;

(IV) making payments;

without the prior authorisation of the Bank, and the Bank may further direct that former authorised member firm within two months of the initial direction to prepare and submit to it for its approval a scheme for the orderly discharge in full of the liabilities, duties and obligations concerned.

(7) Where the authorisation of a member firm is revoked and the former authorised member firm, if a company, is being wound up, or, if constituted as an unincorporated body of persons, is the subject of a dissolution order, then—

(a) the liquidator or receiver of the former authorised member firm shall, in addition to his duties and obligations in respect of the winding-up, be subject to the duties and obligations to which the former authorised member firm would be subject if it were an authorised member firm to which subsection (6) of this section relates and that subsection shall for the purposes of this section be construed accordingly,

(b) the liquidator or receiver of the former authorised member firm shall also be subject to all rules and regulations of the relevant stock exchange and any conditions or requirements imposed under this Act as if the liquidator or receiver were an authorised member firm, and

(c) notwithstanding paragraph (a) of this subsection, the Bank may, where authorisation is revoked and where the Bank considers it appropriate in the circumstances, remove, on giving notice in writing to the liquidator or receiver of the former authorised member firm, the duties and obligations imposed on the liquidator or receiver concerned to comply with paragraph (b) of subsection (6) of this section and may impose, in writing, on that liquidator or receiver such further duty or obligation as corresponds to that set out in paragraph (b) of that subsection.

(8) The Bank shall publish notice of revocation of an authorisation of an authorised member firm in the Iris Oifigiúil within 28 days of such revocation.

(9) A former authorised member firm shall cease to operate as a member firm and it shall be an offence for a former authorised member firm to operate as an authorised member firm.

(10) Where the Bank gives a direction under subsection (6) of this section, it may apply to the Court on being satisfied that the direction has not been complied with and the Court may confirm, vary or set aside the direction on such terms and for such period as the Court thinks fit.

(11) The Bank shall not exercise its powers under subsection (2) (j) of this section unless it has given an authorised member firm an opportunity to remove the director, manager or qualifying shareholder or otherwise deal with the concerns of the Bank in relation to the probity or competence of the person concerned within such period of time as the Bank may specify.

(12) An application under this section may be heard otherwise than in public.

25 Register of member firms.

25.—(1) The Bank shall require that a register or registers of member firms of an approved stock exchange or approved stock exchanges (to be known and in this Act to be referred to as a “Register of member firms”) be kept by the approved stock exchange or stock exchanges in question at such premises as the Bank may direct.

(2) A Register of member firms shall be open for inspection by any member of the public at all reasonable times on the payment of such fee as the Bank may specify or approve.

(3) A copy of the said Register shall be published annually in such manner as the Bank directs showing the changes that have taken place during the preceding year.

(4) A Register of member firms shall include the names and addresses of member firms and such other particulars as the Bank may direct from time to time.

26 Asset and liability ratios and structures of authorised member firms.

26.—(1) The Bank may impose a requirement on an authorised member firm to keep at all times a proportion of its assets in liquid form (in this section referred to as “liquid assets”) so as to enable the authorised member firm to meet its liabilities as they arise.

(2) An authorised member firm may keep liquid assets in addition to those required for the purpose of complying with subsection (1) of this section.

(3) For the purposes of complying with the requirements of the Bank under subsection (1) of this section, an authorised member firm shall have regard to the range and scale of its business and that of any relevant associated undertaking or related undertaking and the composition and character of its assets and liabilities and those of any such undertaking.

(4) The Bank may, from time to time, impose a requirement on an authorised member firm to maintain—

(a) a specified ratio, or

(b) a ratio which does not exceed a specified ratio, or

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

(5) A requirement of the Bank under this section may be expressed to apply to all or any of the following, namely—

(a) all authorised member firms,

(b) authorised member firms of a specified category or specified categories,

(d) specified assets or assets of a specified kind,

(e) specified liabilities or liabilities of a specified kind,

and shall have effect in accordance with the specified terms of the requirement.

(6) A requirement under this section which is in force may be revoked by the Bank or may be amended by a subsequent requirement under the relevant subsection.

(7) The Bank may, from time to time, specify, as respects an authorised member firm, requirements as to the composition of its assets and requirements as to the composition of its liabilities.

(8) In determining, for the purposes of this section, the assets and liabilities of an authorised member firm with which another undertaking is associated or related, there shall be attributed to the authorised member firm, in a manner acceptable to or as may be specified by the Bank, the whole or part of the assets and liabilities of whatever description of the associated undertaking or related undertaking.

(9) Any requirements imposed by the Bank under this section may include requirements imposed for the purposes of applying Council Directive 93/6/EEC of 15 March, 1993[^(1)] or other relevant European Community Directives to the authorised member firm.

(10) In this section—

(a) “specified” means specified by the Bank under this section;

(b) “liabilities” include such contingent liabilities as may be specified by the Bank from time to time for the purposes of this section;

27 Maintenance of books and records by member firms.

27.—(1) (a) A member firm shall keep at an office or offices within the State such books and records (including books of accounts) as may be specified from time to time by the Bank and shall notify the Bank of the address of every office at which any such books or records are kept.

(b) A person who contravenes paragraph (a) of this subsection shall be guilty of an offence.

(2) The Bank may specify different books and records for the purposes of this section and in relation to different member firms or different classes of member firms.

(3) Books and records to be kept pursuant to this section shall be—

(a) in addition to any books or other records to be kept by or under any other enactment, and

(b) retained for at least such period as the Bank may specify.

PART IV Regulation And Supervision of Stock Exchanges and Member Firms

28 General functions of Bank.

28.—(1) Subject to such guidelines in this regard, as may be issued from time to time by the Minister with the consent of the Minister for Enterprise and Employment in the interests of the proper and orderly regulation and supervision of stock exchanges and their member firms and the protection of investors, and notified to the Bank in writing and published in the Iris Oifigiúil, the Bank shall administer the system of regulation and supervision of approved stock exchanges and their member firms in accordance with the provisions of this Act in order to promote—

(a) the maintenance of the proper and orderly regulation and supervision of approved stock exchanges and their member firms, and the orderly and proper regulation of financial markets, and

(b) the protection of investors.

(2) Where the Bank is of the opinion that it is necessary in the interests of assessing the capacity of a stock exchange or a member firm to engage in an activity for which it has sought approval or authorisation or for which it stands approved or authorised under section 10 or 21 of this Act, it may commission an independent assessment of the capacity of the proposed stock exchange or of the approved stock exchange or of the proposed member firm or of the authorised member firm.

(3) Subject to subsection (4) of this section, the Minister may, after consulting with the Bank, prescribe the fee to be paid to the Bank by an approved stock exchange or member firm supervised by it under this Act and the Minister may prescribe different fees for different classes of approved stock exchanges or different classes of member firms.

(4) Regulations under this section may provide for such incidental or related matters as are, in the opinion of the Minister, necessary to give effect to such fees and where the Minister proposes to prescribe a fee under subsection (3) of this section he shall—

(a) notify the approved stock exchanges or authorised member firms of the class to which the proposed fee relates, of that proposed fee; and

(b) consider any representations made to him within a reasonable period, being not less than two months after the date the notification was sent by him to each approved stock exchange or authorised member firm concerned, as he shall specify in the notification.

(5) Notwithstanding any other provisions of this Act the Bank shall co-operate with the competent authorities in other Member States so that the responsibilities of each competent authority may be more effectively discharged.

(6) Without prejudice to the generality of subsection (1) of this section or to the Bank's powers under sections 15, 27 and 56 of this Act, the Bank may carry out, at the request of another competent authority, verification that any member firm authorised by that competent authority is complying with the relevant regulatory requirements imposed by that competent authority or by the home Member State of such member firm.

29 Directions by Bank.

29.—(1) Without prejudice to the power of the Bank to impose conditions or requirements or both under this Act and, without prejudice to the Bank's powers under subsection (2) or (4) of this section, where the Bank considers it necessary to do so in the interests of the proper and orderly regulation of approved stock exchanges or their member firms or the protection of investors, the Bank is hereby empowered to give a direction to all or any of the following, namely—

(a) any or all approved stock exchanges;

(b) any or all proposed stock exchanges;

(d) any or all proposed member firms;

(e) any or all authorised member firms;

(f) any or all former authorised member firms;

(g) any or all member firms;

(h) any or all stock exchanges;

(i) directors and those responsible for the management of approved stock exchanges and authorised member firms;

in relation to any matter related to the operation of a stock exchange or any matter related to its member firms or any matter related to an acquiring transaction within the meaning of section 39 (2) of this Act.

(2) Without prejudice to the Bank's powers under subsection (1) of this section and without prejudice to the powers of the Bank to impose conditions or requirements or both under this Act, where the Bank is of the opinion that it is necessary to do so in the interests of the proper and orderly regulation of approved stock exchanges and their member firms or for the protection of investors, or where an approved stock exchange or a member firm—

(a) has become or is, in the opinion of the Bank, likely to become unable to meet its obligations to its creditors or its clients or both, or

(b) is not maintaining or is, in the opinion of the Bank, unlikely to be in a position to maintain adequate capital resources having regard to the volume and nature of its business, or no longer complies with capital or other financial requirements specified by the Bank from time to time or both, or

(c) has failed to comply with any condition or requirement imposed under this Act, and the circumstances are such that the Bank is of the opinion that the stability or soundness of an approved stock exchange or member firm is materially affected by this failure, or

(d) is conducting business in such a manner as to jeopardise and prejudice monies or investment instruments held by or controlled by it on behalf of clients or the rights and interests of those clients,

then the Bank may give a direction in writing to the approved stock exchange concerned or the member firm concerned or both to suspend for such period not exceeding twelve months, as shall be specified in the direction, any or all of the following, that is to say—

(i) the carrying on of the business of an approved stock exchange or of a member firm;

(ii) the making of payments to which paragraph (i) of this subsection does not relate;

(iii) the acquisition or disposal of any assets or liabilities;

(iv) entering into transactions of any specified kind or entering into them except in specified circumstances or to a specified extent;

(v) soliciting business from persons of a specified kind or otherwise than from such persons or in a specified country;

(vi) carrying on business in a specified manner or otherwise than in a specified manner;

which have not been authorised by the Bank.

(3) A direction under subsection (1) or (2) of this section may be given to a particular person or generally to all persons to whom those subsections apply or to a particular class of person or during a specified period of time or times, or by reference to any other matter which the Bank may consider appropriate.

(4) The First Schedule to this Act shall apply as respects a direction by the Bank under this section.

(5) Where the Bank gives a direction under this section, which said direction shall have immediate effect, the Bank may or, where the Bank is of the opinion that the said direction is not being complied with, the Bank shall apply to the Court in a summary manner for an order confirming the direction.

(6) The Court may, on an application being made under subsection (5) of this section, hear evidence from creditors and the Court may make, in any application under this section, such interim or interlocutory order, if any, as it considers fit.

(7) While a direction under this section is in force, no winding-up proceedings in relation to the approved stock exchange or authorised member firm or associated or related undertaking or, in the case of an authorised member firm or associated or related undertaking which is constituted as an unincorporated body of persons, no proceedings for an order of dissolution, may be commenced pr resolution for winding-up passed in relation to the approved stock exchange or authorised member firm or associated or related undertaking, and no receiver shall be appointed over the assets or over any part of the assets of the approved stock exchange or authorised member firm or associated or related undertaking and such assets shall not be attached, sequestered or otherwise distrained except with the prior sanction of the Court.

(8) The Court may hear proceedings or part of proceedings under this section otherwise than in public.

(9) A creditor who is affected by a direction under subsection (2) of this section may apply to the Court to vary or set aside that direction where it affects the interests of the creditor to a material degree.

30 Winding-up on application to Court.

30.—(1) Notwithstanding section 215 of the Companies Act, 1963, the Bank may, by presenting a petition, apply to the Court to have an approved stock exchange or former approved stock exchange or authorised member firm or former authorised member firm wound up on any of the following grounds, namely, that—

(a) an approved stock exchange or former approved stock exchange or authorised member firm or former authorised member firm is or, in the opinion of the Bank, may be unable to meet its obligations to its clients or creditors;

(b) the approval of the stock exchange or the authorisation of the member firm has been revoked and the former approved stock exchange or former authorised member firm has ceased to operate as a stock exchange or as a member firm respectively;

(c) the Bank considers that it is in the interest of the proper and orderly regulation of approved stock exchanges and their member firms or is necessary for the protection of investors that the approved stock exchange or former approved stock exchange or the authorised member firm or former authorised member firm be wound up;

(d) an approved stock exchange or a former approved stock exchange or an authorised member firm or a former authorised member firm has failed to comply with any direction given by the Bank under this Act.

(2) Where the petition for the winding-up of an approved stock exchange or former approved stock exchange or an authorised member firm or former authorised member firm is presented by a person other than the Bank, a copy of the petition shall be served on the Bank which shall be entitled to be heard on the petition.

(3) Where an approved stock exchange or former approved stock exchange or an authorised member firm or former authorised member firm is being wound up voluntarily and the Bank has reason tobelieve that any of the grounds set out in subsection (1) of this section applies, then, the Bank may apply to the Court to have that stock exchange or that member firm wound up by the Court.

(4) Where an approved stock exchange or an authorised member firm or former approved stock exchange or former authorised member firm is being wound up and the Bank is not a creditor, any notice or document, by whatever name called, which is required to be sent to a creditor of the approved stock exchange or authorised member firm or former approved stock exchange or former authorised member firm shall be sent also to the Bank.

(5) An officer of the Bank, or any other person, duly appointed in writing in that behalf by the Governor of the Bank or by an officer designated by the Governor of the Bank for the purpose of appointing persons under this section may attend any meeting of creditors of an approved stock exchange or authorised member firm or former approved stock exchange or former authorised member firm.

(6) (a) The Governor of the Bank, or an officer designated by the Governor of the Bank for that purpose, may appoint in writing an officer of the Bank or any other person to be a member of any committee of inspection appointed under section 233 or 268 of the Companies Act, 1963, in respect of the approved stock exchange, authorised member firm or former approved stock exchange or former authorised member firm, and

(b) a person duly appointed under paragraph (a) of this subsection shall neither be counted in computing the minimum or maximum numbers of members of such a committee prescribed under the Companies Acts, nor be removed from membership of the committee without the consent of the Bank.

(7) The rules of Court relating to the winding-up of companies shall, pending the making of rules of Court for the purposes of this subsection, apply for such purposes with such adaptations as may be necessary.

(8) In the case of an authorised member firm or a former authorised member firm which is constituted as an unincorporated body of persons, the Bank may apply by petition to the Court for a decree of dissolution and for that purpose, section 35 of the Partnership Act, 1890, shall extend to the Bank and shall apply as if the grounds specified at subsection (1) (a) to (d) of this section were incorporated therein.

31 Restrictions on advertising.

31.—(1) Any person who advertises or causes to be advertised the services of a stock exchange—

(a) where that stock exchange, if established in Ireland, is not an approved stock exchange, or

(b) if established in a state outside the State, is not a stock exchange permitted to carry out business in accordance with the procedures set out in that state for the approval of stock exchanges, if any,

shall be guilty of an offence.

(2) Any person who advertises or causes to be advertised, or supplies, or offers to supply, investment services, or makes any other solicitation in respect of investment services, and who holds himself out to be a member firm where that person is not such a member firm shall be guilty of an offence.

(3) Without prejudice to the generality of any section in this Act empowering the Bank to impose conditions or requirements or both, the Bank may impose conditions or requirements or both on an approved stock exchange or member firm or may set out rules or approve of rules in the rules of an approved stock exchange in respect of advertising by an approved stock exchange or member firm as the Bank considers necessary, in the interest of—

(a) the orderly and proper regulation and supervision of an approved stock exchange or approved stock exchanges or a member firm or member firms; or

(b) the protection of investors.

(4) The Bank may impose a requirement on an approved stock exchange or its member firms or any or all of them to publish specified information or to display specified information at their premises.

(5) The Minister may prescribe information to be displayed by an approved stock exchange or its member firms at their premises.

(6) (a) If, with respect to any member firm, the Bank considers it expedient to do so, in the interest of the proper and orderly regulation of approved stock exchanges and their member firms or the protection of investors, it may give such member firm a direction in relation to the matter and form of any advertisement or other means of soliciting client money or investment instruments or business or in relation to the matter and form of any advertisement relating to any service provided or business being undertaken by the member firm, or to withdraw an advertisement or to cease advertising.

(b) Without prejudice to the generality of paragraph (a) of this subsection, a direction under this section may do all or any of the following:

(i) prohibit the issue by the member firm of advertisements of all descriptions or any specified description;

(ii) require the member firm to modify advertisements of a specified description in a specified manner;

(iii) prohibit the issue by the member firm of any advertisements which are, or are substantially, repetitions of a specified advertisement;

(iv) require the member firm to withdraw any specified advertisement or any advertisement of a specified description, or

(v) require the member firm to include specified information in any advertisement to be published by it or on its behalf or in any statement to the public to be made by it or on its behalf.

(7) If, in contravention of the provisions of subsection (1) or (2) of this section or in contravention of a direction under this section, a person issues, or causes to be issued, an advertisement inviting persons to enter or offer to enter into an investment agreement or containing information calculated to lead directly or indirectly to persons doing so, then, subject to subsection (10) of this section—

(a) he shall not be entitled to enforce any agreement to which the advertisement related and which was entered into after the issue of the advertisement; and

(b) the other party shall be entitled to recover any money or other property or investment instruments paid or transferred by him under the agreement, together with compensation for any loss sustained by him as a result of having paid money or transferred property or investment instruments under the agreement.

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Stock Exchange Act , 1995

PART I Preliminary and General

1 Short title.

2 Commencement.

3 Interpretation.

4 Repeals.

5 Service of notices.

6 Expenses.

7 Laying of regulations before Houses of Oireachtas.

PART II Stock Exchanges

8 Prohibition of unlawful stock exchanges.

9 Grant of approval.

10 Existing stock exchange.

11 Imposition of conditions or requirements on approved stock exchanges.

12 Refusal to consent to amendment of rules, etc.

13 Procedure on refusal to grant approval, etc.

14 Revocation of approval.

15 Maintenance of books and records by approved stock exchanges.

PART III Membership of Stock Exchanges

16 Competent authority.

17 Prohibition of unlawful member firm.

18 Grant of authorisation.

19 Requests from Commission.

20 Authorised Member Firms doing business outside the State.

21 Existing member firms.

22 Imposition of conditions or requirements on authorised member firms.

23 Refusal to consent to amendment of memorandum of association or articles of association of an authorised member firm.

24 Revocation of authorisation.

25 Register of member firms.

26 Asset and liability ratios and structures of authorised member firms.

27 Maintenance of books and records by member firms.

PART IV Regulation And Supervision of Stock Exchanges and Member Firms

28 General functions of Bank.

29 Directions by Bank.

30 Winding-up on application to Court.

31 Restrictions on advertising.