COMPANY LAW ENFORCEMENT ACT, 2001

“Inspection of books in voluntary winding-up.	282A.—(1) The court may, on the application of the Director, make an order for the inspection by the Director of any books and papers in the possession of a company which is in voluntary liquidation and the company, every officer of the company and the liquidator shall give to the Director such access and facilities as are necessary for inspecting and taking copies of those books and papers as the Director may require. (2) Nothing in this section shall be taken as excluding or restricting any statutory rights of a Minister of the Government or a person acting under the authority of a Minister of the Government.
Power of court to summon persons for examination in voluntary winding-up.	282B.—(1) The court may, of its own motion or on the application of the Director, at any time where a company is in voluntary liquidation, summon before it any officer of the company or person known or suspected to have in his possession any property of the company or supposed to be indebted to the company, or any person whom the court deems capable of giving information relating to the promotion, formation, trade, dealings, affairs or property of the company. (2) The court may examine such person on oath concerning the matters aforesaid, either by word of mouth or on written interrogatories, and may reduce his answers to writing and require him to sign them. (3) The court may require such person to produce any accounting records, deed, instrument, or other document or paper relating to the company that are in his custody or power. (4) The court may, before the examination takes place, require such person to place before it a statement, in such form as the court may direct, of any transactions between him and the company of a type or class which the court may specify. (5) If, in the opinion of the court, it is just and equitable so to do, it may direct that the costs of the examination be paid by the person examined. (6) A person who is examined under this section is not entitled to refuse to answer any question put to him on the ground that his answer might incriminate him and any answer by him to such a question may be used in evidence against him in any proceedings whatsoever (save proceedings for an offence (other than perjury in respect of such an answer)). (7) If a person without reasonable excuse fails at any time to attend his examination under this section, he shall be guilty of contempt of court and liable to be punished accordingly. (8) In a case where a person without reasonable excuse fails at any time to attend his examination under this section or there are reasonable grounds for believing that a person has absconded, or is about to abscond, with a view to avoiding or delaying his examination under this section, the court may cause the person to be arrested and his books and documents and moveable personal property to be seized and him and them to be detained until such time as the court may order.
Order for payment or delivery of property against person examined under section 282B.	282C.—(1) If in the course of an examination under section 282B it appears to the court that any person being examined— (a) is indebted to the company, or (b) has in his possession or control any money, property or books and papers of the company. the court may, of its own motion or on the application of the Director, order the person— (i) to pay to the liquidator the amount of the debt or any part thereof, or (ii) to pay, deliver, convey, surrender or transfer to the liquidator such money, property or books and papers or any part thereof, as the case may be, at such time and in such manner and on such terms as the court may direct. (2) Where the court has made an order under subsection (1), it may, on the application of the Director or the liquidator, make a further order permitting the applicant, accompanied by such persons as the applicant thinks appropriate, to enter at any time or times within one month from the date of issue of the order any premises (including a dwelling) owned or occupied by the person the subject of the order under subsection (1) (using such force as is reasonably necessary for the purpose), to search the premises and to seize any money, property or books and papers of the company found on the premises. (3) Where the court has made an order under subsection (2), the applicant shall report to it as soon as may be on the outcome of any action on foot of the court's order and the court shall direct the applicant as to the disposition of anything seized on foot of the order. (4) A direction under subsection (3) shall not be made in favour of the Director except in respect of the Director's costs and reasonable expenses. (5) A person who obstructs the exercise of a right of entry, search and seizure conferred by virtue of an order made under subsection (2) or who obstructs the exercise of a right so conferred to take possession of anything referred to in that subsection, shall be guilty of an offence. (6) Proceedings on foot of an offence under subsection (5) shall not prejudice the power of the court to issue proceedings for contempt of court for failure by a person to comply with an order under this section.
Power to arrest absconding contributory or officer of company in voluntary winding-up.	282D.—The court, at any time in respect of a voluntary winding-up, on proof of probable cause for believing that a contributory, director, shadow director, secretary or other officer is about to quit the State or otherwise to abscond or to remove or conceal any of his property for the purpose of evading payment of calls or of avoiding examination about the affairs of the company, may, of its own motion or on the application of the Director, a creditor of the company or any other interested person, cause the contributory, director, shadow director, secretary or other officer to be arrested, and his books and papers and movable personal property to be seized and him and them to be detained until such time as the court may order.”.

50 Amendment of section 298 of Act of 1963.

50.—Section 298(2) of the Act of 1963 is amended by the substitution for “on the application of the liquidator” of “on the application of the Director, liquidator”.

51 Amendment of section 299 of Act of 1963.

51.—Section 299 of the Act of 1963 is amended—

• (a) by the insertion of the following after subsection (1):

• “(1A) Where the court directs a liquidator, in accordance with subsection (1), to refer a matter to the Director of Public Prosecutions, it shall also direct the liquidator to refer the matter to the Director and, in such a case, the liquidator shall furnish to the Director such information, and give to the Director such access to and facilities for inspecting and taking copies of any documents, being information or documents in the possession or under the control of the liquidator and relating to the matter in question, as the Director may require.”,

• (b) in subsection (2), by the substitution for “Attorney General” (wherever occurring) of “Director of Public Prosecutions”,

• (c) by the insertion of the following after subsection (2):

• “(2A) Where a liquidator, in accordance with subsection (2), reports a matter to the Director of Public Prosecutions, the liquidator shall also refer the matter to the Director and, in such a case, the liquidator shall furnish to the Director such information and give to the Director such access to and facilities for inspecting and taking copies of any documents, being information or documents in the possession or under the control of the liquidator and relating to the matter in question, as the Director may require.”,

• (d) in subsection (3), by the substitution for “the Attorney General under subsection (2)” and “in pursuance of subsection (2)” of “the Director of Public Prosecutions under subsection (2), or to the Director under subsection (2A)” and “in pursuance of subsection (2) or subsection (2A), as the case may be”, respectively,

• (e) in subsection (4), by the substitution for “Attorney General under this section, he considers” of “Director of Public Prosecutions and the Director under this section, either the Director of Public Prosecutions or the Director considers”, and

• (f) in subsection (5), by the substitution for “of the Attorney General” of “of the Director of Public Prosecutions or of the Director”.

52 Amendment of section 319 of Act of 1963.

52.—Section 319 of the Act of 1963 is amended—

• (a) by the insertion of the following after subsection (2):

• “(2A) Where a receiver ceases to act as receiver of the property of the company, the abstract under subsection (2) shall be accompanied by a statement from the receiver of his opinion as to whether or not the company is solvent and the registrar shall, on receiving the statement, forward a copy of it to the Director.”,

and

• (b) by the substitution of the following for subsection (7):

• “(7) Where the registrar of companies becomes aware of the appointment of a receiver under this section, he shall forthwith inform the Director of the appointment.

• (8) If the receiver makes default in complying with this section, he shall be guilty of an offence.”.

53 New section 323A of Act of 1963 — Director may request production of receiver's books.

53.—The Act of 1963 is amended by the insertion of the following in Part VII after section 323:

“323A.—(1) The Director may, where he considers it necessary or appropriate, request (specifying the reason why the request is being made) the production of a receiver's books for examination, either in regard to a particular receivership or to all receiverships undertaken by the receiver.

• (2) Where the Director has requested the production of a receiver's books for examination under subsection (1), the receiver to whom the request is made shall furnish the books to the Director and answer any questions concerning the content of the books and the conduct of a particular receivership or receiverships, and give to the Director all assistance in the matter as the receiver is reasonably able to give.

• (3) A request under subsection (1) may not be made in respect of books relating to a receivership that has concluded more than 6 years prior to the request.

• (4) If the receiver makes default in complying with this section, he shall be guilty of an offence.”.

54 Amendment of section 251 of Act of 1990.

54.—Section 251 of the Act of 1990 is amended—

• (a) in subsection (2)(a), by the insertion after “140,” of “149,”,

• (b) by the insertion of the following after subsection (2):

• “(2A) The Director may apply to the court pursuant to this section for an order or judgement, as the case may be, under any of the sections which apply to a company to which this section applies.”,

and

• (c) by the substitution of the following for subsection (4):

• “(4)

  • (a) Where, by virtue of this section, proceedings are instituted under section 139, 140 or 204 of this Act or section 245A, 297A or 298 of the Principal Act, section 297A(7)(b) of the Principal Act shall apply in relation to any order made as a result of those proceedings except that an order made as a result of an application by the Director pursuant to subsection (2A) shall not be made in favour of the Director, otherwise than as to his costs and expenses.

  • (b) A person having a claim against the company may apply for an enforcement order for a share of any sums or assets recovered or available following a successful action by the Director pursuant to subsection (2A), provided that the order is sought within a period of one month from the date of judgement on behalf of the Director.”.

55 Order to restrain directors and others from moving assets.

55.—The court may, on the application of a company, director, member, liquidator, receiver, creditor or the Director, order a director or other officer of a company not to remove his or her assets from the State or to reduce his or her assets within or outside the State below an amount to be specified by the court, where the court is satisfied that—

• (a) the applicant has a substantive civil cause of action or right to seek a declaration of personal liability or claim for damages against the director, other officer or the company, and

• (b) there are grounds for believing that the respondent may remove or dispose of his, her or the company's assets with a view to evading his, her or the company's obligations and frustrating an order of the court.

56 Liquidator to report on conduct of directors.

56.—(1) A liquidator of an insolvent company shall, within 6 months after his or her appointment or the commencement of this section, whichever is the later, and at intervals as required by the Director thereafter, provide to the Director a report in the prescribed form.

• (2) A liquidator of an insolvent company shall, not earlier than 3 months nor later than 5 months (or such later time as the court may allow and advises the Director) after the date on which he or she has provided to the Director a report under subsection (1), apply to the court for the restriction under section 150 of the Act of 1990 of each of the directors of the company, unless the Director has relieved the liquidator of the obligation to make such an application.

• (3) A liquidator who fails to comply with subsection (1) or (2) is guilty of an offence.

57 Director's power to examine liquidator's books.

57.—(1) The Director may on his or her own motion or where a complaint is made to the Director by a member, contributory or creditor of the company, request, specifying the reason why the request is being made, the liquidator of a company in liquidation to produce to the Director the liquidator's books for examination, either in relation to a particular liquidation process or to all liquidations undertaken by the liquidator, and the liquidator shall comply with the request.

• (2) The liquidator shall answer any questions of the Director concerning the content of the books requested under subsection (1) to be produced and the conduct of a particular liquidation or all liquidations, and give to the Director such assistance in the matter as the liquidator is reasonably able to give.

• (3) A request under subsection (1) may not be made in respect of books relating to a liquidation that has concluded more than 6 years prior to the request.

• (4) A liquidator who fails to comply with a request or requirement under this section is guilty of an offence.

58 Reporting to Director of misconduct by liquidators or receivers.

58.—Where a disciplinary committee or tribunal (however called) of a prescribed professional body finds that a member conducting a liquidation or receivership has not maintained appropriate records, or it has reasonable grounds for believing that a member has committed an indictable offence under the Companies Acts during the course of a liquidation or receivership, the body shall report the matter, giving details of the finding or, as the case may be, of the alleged offence, to the Director forthwith and if the body fails to comply with this section it, and every officer of the body to whom the failure is attributable, is guilty of an offence.

PART 6

Measures to Improve Compliance with Filing Obligations

59 Repeal of sections 125 and 126 of Act of 1963 and substitution of section 125 — Annual return.

59.—Sections 125 and 126 of the Act of 1963 are repealed and the following substituted:

“125.—(1) Every company shall, once at least in every year, subject to section 127, make a return to the registrar of companies, being its annual return, in the prescribed form.

• (2) If a company fails to comply with this section, the company and—

  • (a) every officer of the company who is in default, and

  • (b) any person in accordance with whose directions or instructions the directors of the company are accustomed to act and to whose directions or omissions the default is attributable,

  shall be guilty of an offence.

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

60 Repeal and substitution of section 127 of Act of 1963 — Annual return date.

60.—Section 127 of the Act of 1963 is repealed and the following substituted:

“127.—(1) The annual return of a company shall be made up to a date which is not later than its annual return date.

• (2) Subject to subsection (3), the annual return shall be delivered to the registrar of companies—

  • (a) in the case of the first annual return following the commencement date of a company incorporated before the commencement date — not later than 28 days after the annual return date or 3 months after the commencement date, whichever is the later, and

  • (b) in any other case — not later than 28 days after the annual return date,

  unless it is made up to an earlier date in which case it shall be delivered to the registrar not later than 28 days after that earlier date.

• (3) The court, on an application made (on notice to the registrar of companies) by a company, may, if it is satisfied that it would be just to do so, make an order extending the time for the purposes of paragraph (a) or (b) of subsection (2) in which the annual return of the company in relation to a particular year may be delivered to the registrar of companies.

• (4) As soon as practicable after the making of an order under subsection (3), the company to whom the order relates shall deliver an office copy of the order to the registrar of companies and, if the company fails to do so, the company and every officer of the company who is in default shall be guilty of an offence.

• (5) For companies incorporated before the commencement date, the annual return date is each anniversary of the date to which the then most recent annual return delivered to the registrar by the company was made up, but if no annual return had been delivered by the company to the registrar, the first annual return date is the first day after the commencement date that is 6 months after the date on which the anniversary of incorporation of the company falls and, subject to subsection (8), subsequent annual return dates fall on each anniversary of that first annual return date.

• (6) For companies incorporated on or after the commencement date, the first annual return date is the day 6 months after the date of incorporation of the company and, subject to subsection (8), subsequent annual return dates fall on each anniversary of the first annual return date.

• (7) Notwithstanding anything to the contrary in the Companies Acts, companies incorporated on or after the commencement date shall not be required to annex accounts to the first annual return delivered to the registrar after the commencement date in compliance with the Companies Acts.

• (8) Where the annual return of a company is made up to a date earlier than 14 days before its annual return date, the annual return date shall thereafter be each anniversary of the date to which that annual return is made up.

• (9) A company may establish a new annual return date by—

  • (a) delivering an annual return to the registrar not later than 28 days after the annual return date to which, notwithstanding any provision to the contrary in the Companies Acts, it is by virtue of this subsection not required to annex accounts, and

  • (b) nominating to the registrar, on the prescribed form, the new annual return date, which date shall be no later than 6 months after the existing annual return date.

• (10) Where a company has established a new annual return date pursuant to subsection (9), it shall not again establish a new annual return date pursuant to that subsection until at least 5 years have elapsed since the establishment of the first-mentioned new annual return date.

• (11)

  • (a) Notwithstanding subsection (5), a company incorporated before the commencement date may establish a new annual return date by—

    • (i) delivering an annual return to the registrar not later than 28 days after the first annual return date after the commencement date to which, notwithstanding anything to the contrary in the Companies Acts, it is by virtue of this subsection not required to annex accounts, and

    • (ii) nominating to the registrar, on the prescribed form, the new annual return date, which date shall be no later than 6 months after the existing annual return date.

  • (b) Where a company has nominated a new annual return date pursuant to paragraph (a), it may not establish a new annual return date pursuant to subsection (9) before such time as it has delivered to the registrar an annual return made up to the new annual return date nominated pursuant to paragraph (a)(ii).

• (12) If a company fails to comply with this section, the company and—

  • (a) every officer of the company who is in default, and

  • (b) any person in accordance with whose directions or instructions the directors of the company are accustomed to act, and on whose directions or omissions the default is attributable,

  shall be guilty of an offence.

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

• (14) In this section, ‘commencement date’ means the date of commencement of section 60 of the Company Law Enforcement Act, 2001.”.

61 Amendment of section 153 of Act of 1963 — Financial year and annual return date of holding company and subsidiary.

61.—Section 153 of the Act of 1963 is amended by the substitution of the following for subsection (2):

• “(2) Where it appears to the Minister desirable for a holding company or a holding company's subsidiary to extend its financial year so that the subsidiary's financial year may end with that of the holding company, and for that purpose to postpone the submission of the relevant accounts to an annual general meeting from one calendar year to the next, or for a holding company or a holding company's subsidiary to extend its annual return date so that the subsidiary's annual return date may correspond with that of the holding company, the Minister may—

  • (a) on the application or with the consent of the directors of the company whose financial year is to be extended, direct that in the case of that company, the submission of accounts to an annual general meeting or the holding of an annual general meeting shall not be required in the earlier of the calendar years, or

  • (b) on the application or with the consent of the directors of the company whose annual return date is to be extended, direct that an extension is to be permitted in the case of that company.”.

62 Amendment of section 370 of Act of 1963.

62.—Section 370 of the Act of 1963 is amended by the insertion of the following after subsection (3):

• “(4) A certificate in writing made by the registrar of companies as to—

  • (a) the contents of a register kept by the registrar,

  • (b) the date on which a document was filed or registered with or delivered to the registrar,

  • (c) the date on which a document was received by the registrar, or

  • (d) the most recent date (if any) on which a requirement under the Companies Acts was complied with by or in relation to a company,

  shall in all legal proceedings be admissible without further proof, until the contrary is shown, as evidence of the facts stated in the certificate.”.

63 Amendment of section 395 of Act of 1963 and repeal of Fifth Schedule.

63.—(1) Section 395 of the Act of 1963 is amended—

• (a) in subsection (2)(b), by the deletion of “and the form in Part II of the Fifth Schedule”, and

• (b) by the insertion of the following after subsection (2):

• “(3) To avoid doubt, an alteration to the Eighth Schedule under subsection (2)(a) may provide for different fees to be charged for the registration of documents depending on whether they are delivered to the registrar of companies within a specified time or at various times after a specified time.”.

• (2) The Fifth Schedule to the Act of 1963 is repealed.

64 Amendment of section 7 of Companies (Amendment) Act, 1986.

64.—Section 7 of the Companies (Amendment) Act, 1986, is amended—

• (a) in subsection (1)(a), by the substitution for all words after “as the case may be, laid” of “or to be laid before the annual general meeting of the company for that year, and”, and

• (b) by the insertion of the following after subsection (1):

• “(1A) Every document, being a balance sheet, profit and loss account, report or statement, annexed to the annual return in accordance with paragraph (a) of subsection (1) shall cover the period—

  • (a) in the case of the first annual return to which such documents are annexed — since the incorporation of the company, and

  • (b) in any other case — since the end of the period covered by the balance sheet, profit and loss account, report or statement, as the case may be, annexed to the preceding annual return,

  made up to a date not earlier by more than 9 months than the date to which the annual return is made up.”.

65 Amendment of section 17(1) of Companies (Amendment) Act, 1986.

65.—Section 17(1) of the Companies (Amendment) Act, 1986, is amended by the insertion in paragraph (a), after “the end of that financial year”, of “, or on the next annual return date of the company after the end of that financial year, whichever is the earlier”.

66 Special provisions applying where default in delivery of documents to registrar of companies.

66.—(1) Where the registrar of companies has reasonable grounds for believing that a person is in default in the delivery, filing or making to the registrar of a return or similar document required under the Companies Acts, the registrar may deliver to the person or, where the person believed to be in default is a company, to an officer of the company, a notice in the prescribed form stating—

• (a) that the person or company has failed to deliver, file or make a specified return or similar document to the registrar under a specified section of the Companies Acts,

• (b) that the person to whom the notice is delivered may, during a period of 21 days beginning on the date of the notice,

• (i) remedy the default, and

• (ii) make to the registrar a payment of a prescribed amount which shall be accompanied by the notice,

and

• (c) that a prosecution of the person to whom the notice is delivered will not be instituted during the period specified in the notice, or, if the default is remedied and the payment specified in the notice is made during that period, at all.

• (2) Where a notice is delivered under subsection (1)—

• (a) a person to whom it applies may, during the period specified in the notice, make to the registrar the payment specified in the notice, accompanied by the notice,

• (b) the registrar may receive the payment and issue a receipt for it, and no payment so received shall in any circumstances be recoverable by the person who made it, and

• (c) a prosecution in respect of the alleged default shall not be instituted in the period specified in the notice, and, if the default is remedied and the payment specified in the notice is made during that period, no prosecution in respect of the alleged default shall be instituted at all.

• (3) In a prosecution for an offence to which this section applies, the onus of showing that a payment pursuant to a notice under this section has been made shall lie on the defendant or accused.

• (4) All payments made to the registrar under this section shall be paid into or disposed of for the benefit of the Exchequer in such manner as the Minister for Finance may direct.

PART 7

Company Law Review Group

67 Establishment of Company Law Review Group.

67.—There is hereby established a body to be known as the Company Law Review Group.

68 Function of Review Group.

68.—(1) The Review Group shall monitor, review and advise the Minister on matters concerning—

• (a) the implementation of the Companies Acts,

• (b) the amendment of the Companies Acts,

• (c) the consolidation of the Companies Acts,

• (d) the introduction of new legislation relating to the operation of companies and commercial practices in Ireland,

• (e) the Rules of the Superior Courts and case law judgements insofar as they relate to the Companies Acts,

• (f) the approach to issues arising from the State's membership of the European Union, insofar as they affect the operation of the Companies Acts,

• (g) international developments in company law, insofar as they may provide lessons for improved State practice, and

• (h) other related matters or issues, including issues submitted by the Minister to the Review Group for consideration.

• (2) In advising the Minister the Review Group shall seek to promote enterprise, facilitate commerce, simplify the operation of the Companies Acts, enhance corporate governance and encourage commercial probity.

69 Membership of Review Group.

69.—(1) The Review Group shall consist of such and so many persons as the Minister from time to time appoints to be members of the Review Group.

• (2) The Minister shall from time to time appoint a member of the Review Group to be its chairperson.

• (3) Members of the Review Group shall be paid such remuneration and allowances for expenses as the Minister, with the consent of the Minister for Finance, may from time to time determine.

• (4) A member of the Review Group may at any time resign his or her membership of the Review Group by letter addressed to the Minister.

• (5) The Minister may at any time, for stated reasons, terminate a person's membership of the Review Group.

70 Meetings and business of Review Group.

70.—(1) The Minister shall, at least once in every 2 years, after consultation with the Review Group, determine the programme of work to be undertaken by the Review Group over the ensuing specified period.

• (2) Notwithstanding subsection (1), the Minister may, from time to time, amend the Review Group's work programme, including the period to which it relates.

• (3) The Review Group shall hold such and so many meetings as may be necessary for the performance of its functions and the achievement of its work programme and may make such arrangements for the conduct of its meetings and business (including by the establishment of sub-committees and the fixing of a quorum for a meeting) as it considers appropriate.

• (4) In the absence of the chairperson from a meeting of the Review Group, the members present shall elect one of their number to be chairperson for that meeting.

• (5) A member of the Review Group, other than the chairperson, who is unable to attend a meeting of the Review Group, may nominate a deputy to attend in his or her place.

71 Annual Report and provision of information to Minister.

71.—(1) No later than 3 months after the end of each calendar year, the Review Group shall make a report to the Minister on its activities during that year and the Minister shall cause copies of the report to be laid before each House of the Oireachtas within a period of 2 months from the receipt of the report.

• (2) A report under subsection (1) shall include information in such form and regarding such matters as the Minister may direct.

• (3) The Review Group shall, if so requested by the Minister, provide a report to the Minister on any matter—

• (a) concerning the functions or activities of the Review Group, or

• (b) referred by the Minister to the Review Group for its advice.

PART 8

Auditors

72 Amendment of section 187 of Act of 1990.

72.—Section 187 of the Act of 1990 is amended—

• (a) in subsection (1)(a)(iii), by the insertion after “Principal Act” of “and holds a valid practising certificate from such a body”, and

• (b) by the insertion of the following after subsection (11):

• “(12)

  • (a) The Director may demand of a person acting as an auditor of a company or as a public auditor, or purporting to be qualified to so act, the production of evidence of his qualifications under subsection (1) in respect of any time or period during which he so acted or purported to be qualified to so act, and if the person refuses or fails to produce the evidence within 30 days of the demand, or such longer period as the Director may allow, he shall be guilty of an offence.

  • (b) In a prosecution for an offence under this subsection, it shall be presumed, until the contrary is shown by the defendant, that the defendant did not, within 30 days, or any longer period allowed, after the day on which the production was demanded, produce evidence in accordance with paragraph (a).

• (13)

  • (a) Where a person is the subject of a prosecution under subsection (9) for a contravention of subsection (6) or (7), it shall be sufficient evidence, until the contrary is shown by the person, of non-membership of a body of accountants for the time being recognised by the Minister for the purposes of this section for any or all such bodies to certify in writing to the court such non-membership, provided that the first-mentioned person is provided by the prosecutor with a copy of the certificate or certificates, served by registered post, not later than 21 days before any such certificate is presented in evidence to the court.

  • (b) Where a person the subject of a prosecution proposes to contest the certification of non-membership contained in a certificate provided for by paragraph (a), he shall give written notice thereof, served by registered post, to the prosecutor within 21 days, or such longer period as the court may allow, of receipt of the certificate from the prosecutor.”.

73 Amendment of section 192 of Act of 1990.

73.—Section 192 of the Act of 1990 is amended by the insertion of the following after subsection (5):

• “(6) Where a disciplinary committee or tribunal (however called) of a body of accountants recognised for the purposes of section 187 has reasonable grounds for believing that an indictable offence under the Companies Acts may have been committed by a person while the person was a member of the body, the body shall, as soon as possible, provide a report to the Director giving details of the alleged offence and shall furnish the Director with such further information in relation to the matter as the Director may require.

• (7) Where a body referred to in subsection (6) fails to comply with that subsection or a requirement of the Director under that subsection, it, and every officer of the body to whom the failure is attributable, shall be guilty of an offence.”.

74 Amendment of section 194 of Act of 1990 — Duty of auditors if proper books of account not being kept or other offences suspected.

74.—Section 194 of the Act of 1990 is amended—

• (a) in subsection (1), by the substitution of the following for paragraph (a):

• “(a) as soon as may be, by recorded delivery, serve a notice in writing on the company stating their opinion, and”,

• (b) in subsection (1)(b), by the insertion after “form of the notice” of “and the registrar shall forthwith forward a copy of the notice to the Director”,

• (c) by the insertion of the following after subsection (3):

• “(3A) Where the auditors of a company file a notice pursuant to subsection (1)(b), they shall, if requested by the Director—

  • (a) furnish to the Director such information, including an explanation of the reasons for their opinion that the company had contravened section 202, and

  • (b) give to the Director such access to documents, including facilities for inspecting and taking copies,

  being information or documents in their possession or control and relating to the matter the subject of the notice, as the Director may require.

• (3B) Any written information given in response to a request of the Director under subsection (3A) shall in all legal proceedings be admissible without further proof, until the contrary is shown, as evidence of the facts stated therein.”,

• (d) in subsection (4), by the substitution for “subsection (1)” of “subsection (1), (3A) or (5)”, and

• (e) by the insertion of the following after subsection (4):

• “(5) Where, in the course of, and by virtue of, their carrying out an audit of the accounts of the company, information comes into the possession of the auditors of a company that leads them to form the opinion that there are reasonable grounds for believing that the company or an officer or agent of it has committed an indictable offence under the Companies Acts, the auditors shall, forthwith after having formed it, notify that opinion to the Director and provide the Director with details of the grounds on which they have formed that opinion.

• (6) No professional or legal duty to which an auditor is subject by virtue of his appointment as an auditor of a company shall be regarded as contravened by, and no liability to the company, its shareholders, creditors or other interested parties shall attach to, an auditor, by reason of his compliance with an obligation imposed on him by or under this section.”.

PART 9

Transactions Involving Directors

75 Amendment of section 25 of Act of 1990.

75.—Section 25 of the Act of 1990 is amended by the insertion of the following after subsection (3):

• “(3A) For the purposes of this Part, a lease of land which reserves a nominal annual rent of not more than £10 is not a credit transaction where a company grants the lease in return for a premium or capital payment which represents the open market value of the land thereby disposed of by the company.”.

76 Amendment of section 26 of Act of 1990.

76.—Section 26 of the Act of 1990 is amended—

• (a) by the substitution of the following for subsection (1):

• “(1) For the purposes of this Part, a person is connected with a director of a company if, but only if, the person (not being himself a director of the company) is—

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

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

  • (c) in partnership, within the meaning of section 1(1) of the Partnership Act, 1890, with that director.”,

• (b) by the substitution of the following for subsection (3):

• “(3) For the purposes of this section, a director of a company shall be deemed to control a body corporate if, but only if, he is, alone or together with any other director or directors of the company, or any person connected with the director or such other director or directors, interested in one-half or more of the equity share capital of that body or entitled to exercise or control the exercise of one-half or more of the voting power at any general meeting of that body.”,

and

• (c) by the insertion of the following after subsection (5):

• “(6) It shall be presumed for the purposes of this Part, until the contrary is shown, that the sole member of a single-member private limited company within the meaning of the European Communities (Single-Member Private Limited Companies) Regulations, 1994 (S.I. No. 275 of 1994) is a person connected with a director of that company.”.

77 Amendment of section 33 of Act of 1990.

77.—Section 33 of the Act of 1990 is amended by the insertion of the following after subsection (2):

• “(3) Where the terms of the arrangements referred to in subsection (2) are not amended within the period specified in that subsection, the arrangements shall be voidable at the instance of the company unless section 38(1)(a) or (b) applies.”.

78 Repeal and substitution of section 34 of Act of 1990 — Exceptions to section 31 in certain circumstances.

78.—Section 34 of the Act of 1990 is repealed and the following substituted:

“34.—(1) Section 31 does not prohibit a company from entering into a guarantee or providing any security in connection with a loan, quasi-loan or credit transaction made by any other person for a director of the company or of its holding company, or for a person connected with such a director, if—

• (a) the entering into the guarantee is, or the provision of the security is given, under the authority of a special resolution of the company passed not more than 12 months previously; and

• (b) the company has forwarded with each notice of the meeting at which the special resolution is to be considered or, if the procedure detailed in subsection (6) is followed, the company has appended to the resolution, a copy of a statutory declaration which complies with subsections (2) and (3) and also delivers, within 21 days after the date on which the guarantee was entered into or the date on which the security was provided, as the case may be, a copy of the declaration to the registrar of companies for registration.

• (2) The statutory declaration shall be made at a meeting of the directors held not earlier than 24 days before the meeting referred to in subsection (1)(b) or, if the special resolution is passed in accordance with subsection (6), not earlier than 24 days before the signing of the special resolution, and shall be made by the directors or, in the case of a company having more than 2 directors, by a majority of the directors.

• (3) The statutory declaration shall state—

  • (a) the circumstances in which the guarantee is to be entered into or the security is to be provided;

  • (b) the nature of the guarantee or security;

  • (c) the person or persons to or for whom the loan, quasi-loan or credit transaction (in connection with which the guarantee is to be entered into or the security is to be provided) is to be made;

  • (d) the purpose for which the company is entering into the guarantee or is providing the security;

  • (e) the benefit which will accrue to the company directly or indirectly from entering into the guarantee or providing the security; and

  • (f) that the declarants have made a full inquiry into the affairs of the company and that, having done so, they have formed the opinion that the company, having entered into the guarantee or provided the security, will be able to pay its debts in full as they become due.

• (4) A statutory declaration under subsection (3) has no effect for the purposes of this Act unless it is accompanied by a report—

  • (a) drawn up in the prescribed form, by an independent person who is qualified at the time of the report to be appointed, or to continue to be, the auditor of the company; and

  • (b) which shall state whether, in the opinion of the independent person, the statutory declaration is reasonable.

• (5) Where a director of a company makes the statutory declaration without having reasonable grounds for the opinion that the company having entered into the guarantee or provided the security will be able to pay its debts in full as they become due—

  • (a) the court, on the application of a liquidator, creditor, member or contributory of the company, may declare that the director shall be personally responsible, without any limitation of liability, for all or any of the debts or other liabilities of the company; and

  • (b) if the company is wound up within 12 months after the making of the statutory declaration and its debts are not paid or provided for in full within 12 months after the commencement of the winding-up, it shall be presumed, until the contrary is shown, that the director did not have reasonable grounds for his opinion.

• (6) The special resolution referred to in subsection (1)(a) may be passed in accordance with section 141(8) of the Principal Act.

• (7) Unless all of the members of the company entitled to vote at general meetings of the company vote in favour of the special resolution, the company shall not enter into the guarantee or provide the security before the expiry of 30 days after the special resolution has been passed or, if an application referred to in subsection (8) is made, until the application has been disposed of by the court.

• (8) If application is made to the court in accordance with this section for the cancellation of the special resolution, the special resolution shall not have effect except to the extent to which it is confirmed by the court.

• (9) Subject to subsection (10), an application referred to in subsection (8) may be made by the holders of not less in the aggregate than 10 per cent in nominal value of the company's issued share capital or any class thereof.

• (10) An application shall not be made under subsection (8) by a person who has consented to, signed or voted in favour of the special resolution.

• (11) An application referred to in subsection (8) must be made within 28 days after the date on which the special resolution was passed and may be made on behalf of the persons entitled to make the application by such one or more of their number as they may appoint in writing for the purpose.”.

79 Amendment of section 35 of Act of 1990 — Intercompany transactions in the same group.

79.—Section 35 of the Act of 1990 is amended by the substitution for “its holding company” (wherever occurring) of “any company which is its holding company, subsidiary or a subsidiary of its holding company”.

PART 10

Miscellaneous

80 Reference Memoranda and Articles of Association.

80.—(1) The registrar of companies may accept for registration a document containing standard form text from the objects clause of a memorandum of association or from articles of association and shall assign a reference number to each document so registered.

• (2) Notwithstanding anything in the Companies Acts, a document filed pursuant to subsection (1) need not relate to a particular company or contain the registered number of a company.

• (3) A memorandum or articles of association may contain a statement that it is to incorporate the text of a document previously registered with the registrar pursuant to subsection (1), which document shall be identified by the reference number assigned to it by the registrar.

• (4) Where a memorandum or articles of association contains a statement as referred to in subsection (3), it shall be deemed for all purposes to incorporate within it the text of the relevant document filed with the registrar pursuant to subsection (1), so that it shall form and be read as one entire document, and where such a memorandum or articles of association has been registered by the registrar and is inspected by any person, the registrar shall also make available for inspection the related document filed with him or her pursuant to subsection (1).

81 Amendment of section 7 of Act of 1963.

81.—Section 7 of the Act of 1963 is amended by the insertion after “The memorandum must be printed” of “in an entire format or in a form pursuant to section 80 of the Company Law Enforcement Act, 2001”.

82 Amendment of section 14 of Act of 1963.

82.—Section 14(a) of the Act of 1963 is amended by the insertion after “printed” of “in an entire format or in a form pursuant to section 80 of the Company Law Enforcement Act, 2001”.

83 Amendment of section 17 of Act of 1963.

83.—Section 17 of the Act of 1963 is amended by the insertion after “shall be delivered to the registrar of companies” of “in an entire format or in a form pursuant to section 80 of the Company Law Enforcement Act, 2001”.

84 Amendment of section 2 of Act of 1963.

84.—Section 2(1) of the Act of 1963 is amended—

• (a) by the substitution of the following for the definition of “annual return”:

“‘annual return’ means the return required to be made under section 125;

‘annual return date’ means the date in each year not later than that to which the annual return shall be made up, the calculation of which is provided for in section 127;”,

and

• (b) by the substitution of the following for the definition of “undischarged bankrupt”:

“‘undischarged bankrupt’ means a person who is declared bankrupt by a court of competent jurisdiction, within the State or elsewhere, and who has not obtained a certificate of discharge or its equivalent in the relevant jurisdiction;”.

85 Amendment of section 10 of Act of 1963.

85.—Section 10(8) of the Act of 1963 is amended by the substitution for “Minister” (second occurring) of “registrar of companies”.

86 Amendment of section 21 of Act of 1963.

86.—Section 21 of the Act of 1963 is amended by the substitution for “Minister” of “registrar of companies”.

87 Amendment of section 23 of Act of 1963.

87.—Section 23 of the Act of 1963 is amended—

• (a) in subsections (1) and (2), by the substitution for “Minister” (wherever occurring) of “registrar of companies”,

• (b) in subsection (5), by the substitution for “but if the Minister is of opinion that any other Minister” and “that other Minister” of “but if the registrar of companies is of opinion that any Minister” and “that Minister”, respectively, and

• (c) by the insertion of the following after subsection (6):

• “(7) Summary proceedings in relation to an offence under subsection (2) may be brought and prosecuted by the registrar of companies.”.

88 Repeal and substitution of section 24 of Act of 1963.

88.—(1) Section 24 of the Act of 1963 is repealed and the following substituted:

“24.—(1) A company shall, notwithstanding its registration as a company with limited liability, be exempt from the provisions of this Act relating to the use of the word ‘limited’ or ‘teoranta’ as part of its name and the publishing of its name, but shall enjoy all the privileges and shall (subject to this section) be subject to all the obligations of limited companies, where—

• (a) its objects are the promotion of commerce, art, science, education, religion, charity or any other prescribed object, and

• (b) its memorandum or articles of association—

  • (i) require its profits (if any) or other income to be applied to the promotion of its objects,

  • (ii) prohibit the payment of dividends to its members, and

  • (iii) require all the assets which would otherwise be available to its members to be transferred on its winding up to another company whose objects comply with paragraph (a) and which meets the requirements of this paragraph, and

• (c) a director or secretary of the company (or, in the case of an association about to be formed as a limited company, one of the persons who are to be the first directors or the person who is to be the first secretary of the company) has delivered to the registrar of companies a statutory declaration in the prescribed form that the company complies or, where applicable, will comply with the requirements of paragraphs (a) and (b).

• (2) The registrar shall refuse to register as a limited company any association about to be formed as a limited company by a name which does not include the word ‘limited’ or ‘teoranta’ unless a declaration as provided for under subsection (1)(c) has been delivered to the registrar.

• (3) An application by a company registered as a limited company for a change of name including or consisting of the omission of the word ‘limited’ or ‘teoranta’ shall be made in accordance with section 23 and the registrar shall refuse to grant the application unless a declaration as provided for under subsection (1)(c) has been delivered to the registrar.

• (4) A company which is exempt under subsection (1) and whose name does not include the word ‘limited’ or ‘teoranta’ shall not alter its memorandum or articles of association so that it ceases to comply with the requirements of that subsection.

• (5) If it appears to the registrar that a company which is registered under a name not including the word ‘limited’ or ‘teoranta’—

  • (a) has carried on any business other than the promotion of any of the objects mentioned in subsection (1)(a),

  • (b) has applied any of its profits or other income otherwise than in promoting such objects, or

  • (c) has paid a dividend to any of its members,

  the registrar may, in writing, direct the company to change its name within such period as may be specified in the direction so that its name ends with the word ‘limited’ or ‘teoranta’, and the change of name shall be made in accordance with section 23.

• (6) A company which has received a direction under subsection (5) shall not thereafter be registered by a name which does not include the word ‘limited’ or ‘teoranta’ without the approval of the registrar.

• (7) A person who—

  • (a) provides incorrect, false or misleading information in a statutory declaration under subsection (1)(c),

  • (b) alters its memorandum or articles of association in contravention of subsection (4), or

  • (c) fails to comply with a direction from the registrar under subsection (5),

  shall be guilty of an offence.

• (8) Summary proceedings in relation to an offence under subsection (7) may be brought and prosecuted by the registrar of companies.”.

• (2) Notwithstanding the repeal effected by subsection (1), a licence granted by the Minister pursuant to section 24(1) or (2) of the Act of 1963 as in force immediately before the commencement of this section shall continue to have effect, and subsections (4) to (7) of section 24 of that Act as then in force shall continue in force in relation to the licence, as if the section had never been repealed, except that references in those subsections to the Minister, wherever occurring, shall be construed as references to the registrar of companies.

89 Amendment of section 60 of Act of 1963.

89.—Section 60 of the Act of 1963 is amended—

• (a) in subsection (2), by the substitution of the following for paragraph (b):

• “(b) the company has forwarded with each notice of the meeting at which the special resolution is to be considered or, if the procedure referred to in subsection (6) is followed, the company has appended to the resolution, a copy of a statutory declaration which complies with subsections (3) and (4) and also delivers, within 21 days after the date on which the financial assistance was given, a copy of the declaration to the registrar of companies for registration.”,

and

• (b) by the substitution of the following for subsection (6):

• “(6) The special resolution referred to in subsection (1)(a) may be passed in accordance with section 141(8).”.

90 Amendment of section 158 of Act of 1963.

90.—Section 158 of the Act of 1963 is amended by the insertion of the following after subsection (6)—

• “(6A) The report referred to in subsection (1) shall contain a statement of the measures taken by the directors to secure compliance with the requirements of section 202 of the Companies Act, 1990, with regard to the keeping of proper books of account and the exact location of those books.”.

91 Amendment of section 195 of Act of 1963.

91.—Section 195 of the Act of 1963 is amended—

• (a) by the insertion of the following after subsection (7):

• “(8) Without prejudice to subsection (7), if the notification to be sent to the registrar of companies pursuant to subsection (6) is a notification of the appointment of a person as a director of a company and that person is a person who is disqualified under the law of another state (whether pursuant to an order of a judge or a tribunal or otherwise) from being appointed or acting as a director or secretary of a body corporate or an undertaking, that person shall ensure that the notification is accompanied by (but as a separate document from the notification) a statement in the prescribed form signed by him specifying—

  • (a) the jurisdiction in which he is so disqualified,

  • (b) the date on which he became so disqualified, and

  • (c) the period for which he is so disqualified.”,

and

• (b) by the insertion of the following after subsection (10):

• “(10A) Any member of a company or other person may require the company to supply to him a copy of the register required to be kept under this section, or any part of the register, on payment of 15p, or such less sum as the company may prescribe, for every hundred words or fractional part thereof required to be copied. The company shall cause a copy so required by a person to be sent to the person within 10 days of the receipt by the company of the request, and if it fails to do so it shall be guilty of an offence.”.

92 Amendment of section 201 of Act of 1963.

92.—Section 201 of the Act of 1963 is amended by the insertion of the following after subsection (6):

• “(6A) For the avoidance of doubt, nothing in this section or sections 202 to 204 prejudices the jurisdiction of the Irish Takeover Panel under the Irish Takeover Panel Act, 1997, with respect to a compromise or scheme of arrangement that is proposed between a relevant company (within the meaning of that Act) and its members or any class of them and which constitutes a takeover within the meaning of that Act and, accordingly, the said Panel has, and shall be deemed always to have had, power to make rules under section 8 of the said Act in relation to a takeover of the kind aforesaid, to the same extent and subject to the like conditions, as it has power to make rules under that section in relation to any other kind of takeover.

• (6B) The Irish Takeover Panel, in exercising its powers under the Irish Takeover Panel Act, 1997, and the High Court, in exercising its powers under this section and sections 203 and 204, shall each have due regard to the other's exercise of powers under the said Act or those sections, as the case may be.”.

93 Amendment of section 213 of Act of 1963.

93.—Section 213 of the Act of 1963 is amended—

• (a) in paragraph (f), by the insertion after “company” of “, other than an investment company within the meaning of Part XIII of the Companies Act, 1990, or the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 1989 (S.I. No. 78 of 1989),”, and

• (b) by the insertion of the following after paragraph (f):

• “(fa) the court is of opinion that it is just and equitable that the company, being an investment company within the meaning aforesaid, should be wound up and the following conditions are complied with—

  • (i) in the case of an investment company within the meaning of Part XIII of the Companies Act, 1990—

    • (I) the petition for such winding-up has been presented by the trustee of the company, that is to say, the person nominated by the Central Bank of Ireland under section 257(4)(c) of the Companies Act, 1990, in respect of that company;

    • (II) the said trustee has notified the investment company of its intention to resign as such trustee and six or more months have elapsed since the giving of that notification without a trustee having been appointed to replace it;

    • (III) the court, in considering the said petition, has regard to—

    • (A) any conditions imposed under section 257 of the Companies Act, 1990, in relation to the resignation from office of such a trustee and the replacement of it by another trustee; and

    • (B) whether a winding-up would best serve the interests of shareholders in the company;

    and

    - (IV) the petition for such winding-up has been served on the company (if any) discharging, in relation to the first-mentioned company, functions of a company referred to in conditions imposed under section 257 of the Companies Act, 1990, as a ‘management company';
    
      and
    

  • (ii) in the case of an investment company within the meaning of the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 1989, such conditions as the Minister may prescribe by regulations;”.

94 Amendment of section 215 of Act of 1963.

94.—Section 215 of the Act of 1963 is amended—

• (a) by the deletion of “and” where it occurs immediately before paragraph (f),

• (b) in paragraph (f), by the substitution for “companies.” of “companies; and”, and

• (c) by the insertion of the following after paragraph (f):

• “(g) a petition for winding-up on the grounds mentioned in paragraph (fa) of section 213 shall be presented by the person referred to in subparagraph (i) of that paragraph or, as the case may be, the person specified in that behalf by regulations under subparagraph (ii) of that paragraph.”.

95 Amendment of section 334 of Act of 1963.

95.—Section 334(1) of the Act of 1963 is amended by the substitution for “Minister” (twice occurring) of “registrar of companies”.

96 Amendment of section 371 of Act of 1963.

96.—Section 371 of the Act of 1963 is amended—

• (a) in subsection (1), by the insertion after “by any member or creditor of the company” of “, by the Director”,

• (b) in subsection (3), by the insertion after “penalties” of “(including restriction under section 150, or disqualification under section 160, of the Companies Act, 1990)”, and

• (c) by the insertion of the following after subsection (3)—

• “(4) In this section, ‘officer of a company' and cognate words include a director, a shadow director, an officer, a promoter, a receiver, a liquidator or an auditor of a company.”.

97 New section 371A of Act of 1963 — Power to compel compliance with requirement made under section 19(3)(b) of Act of 1990.

97.—The Act of 1963 is amended by the insertion of the following after section 371:

“371A.—(1) If a person having made default in complying with a requirement made of him under section 19(3)(b) of the Companies Act, 1990, fails to make good the default within 14 days after the service of a notice on him requiring him to do so, the court may, on an application made to the court by the Director, make an order directing the person to make good the default within such time as may be specified in the order.

• (2) Any such order may provide that all costs of and incidental to the application shall be borne by the person who has made the default concerned.

• (3) Nothing in this section shall be taken to prejudice the operation of section 19(6) of the Companies Act, 1990.”.

98 Repeal and substitution of section 381 of Act of 1963 — Improper use of “limited” or “teoranta”.

98.—Section 381 of the Act of 1963 is repealed and the following substituted:

“381.—(1) If any person or persons trade or carry on business under a name or title of which ‘limited’ or ‘teoranta’, or any contraction or imitation of either word, is the last word, that person or those persons shall be, unless duly incorporated with limited liability, guilty of an offence.

• (2) If any person or persons, having committed an offence under subsection (1), fails within 14 days after the service of a notice on him or them to do so, to cease to so trade or carry on business, in breach of that subsection, the court may, on the application of the registrar of companies or the Director, make an order directing the person or persons to so cease within such time as may be specified in the order and the person or persons shall comply with the order.

• (3) An order under subsection (2) may provide that all costs of and incidental to the application shall be borne by the person or persons against whom it is made.”.

99 Amendment of section 392 of Act of 1963.

99.—Section 392 of the Act of 1963 is amended by the insertion after “Houses of the Oireachtas” of “not later than 7 months after the end of the calendar year to which the report relates”.

100 Repeal and substitution of section 383 of Act of 1963.

100.—Section 383 of the Act of 1963 is repealed and the following substituted:

“383.—(1) For the purpose of any provision of the Companies Acts which provides that an officer of a company who is in default shall be liable to a fine or penalty, an officer who is in default is any officer who authorises or who, in breach of his duty as such officer, permits, the default mentioned in the provision.

• (2) For the purposes of this section, an officer shall be presumed to have permitted a default by the company unless the officer can establish that he took all reasonable steps to prevent it or that, by reason of circumstances beyond his control, was unable to do so.

• (3) It is the duty of each director and secretary of a company to ensure that the requirements of the Companies Acts are complied with by the company.

• (4) In this section ‘default’ includes a refusal or contravention.”.

101 New section 3A of Companies (Amendment) Act, 1982 — Additional statement to be delivered to registrar.

101.—The Companies (Amendment) Act, 1982, is amended by the insertion of the following after section 3:

“3A.—(1) If any of the persons named in the statement to be delivered pursuant to section 3 of this Act as directors of the company concerned is a person who is disqualified under the law of another state (whether pursuant to an order of a judge or a tribunal or otherwise) from being appointed or acting as a director or secretary of a body corporate or an undertaking, that person shall ensure that that statement is accompanied by (but as a separate document from that statement) a statement in the prescribed form signed by him specifying—

• (a) the jurisdiction in which he is so disqualified,

• (b) the date on which he became so disqualified, and

• (c) the period for which he is so disqualified.

• (2) This section is without prejudice to section 3(3) of this Act or the requirements of any other enactment with regard to the registration of companies.”.

102 Amendment of section 30 of Act of 1990.

102.—Section 30 of the Act of 1990 is amended by the insertion of the following after subsection (3):

• “(3A) Nothing in this section shall prevent a person from acquiring a right to shares in a company pursuant to a scheme approved by the Revenue Commissioners for the purposes of the Tax Acts and the Capital Gains Tax Acts, and in respect of which approval has not been withdrawn at the time the right is obtained.”.

103 Amendment of section 110 of Act of 1990.

103.—Section 110(1) of the Act of 1990 is amended by the insertion of the following after paragraph (b):

• “(ba) acquiring a right to shares in a company pursuant to a scheme approved by the Revenue Commissioners for the purposes of the Tax Acts and the Capital Gains Tax Acts.”.

104 Amendment of section 240 of Act of 1990.

104.—Section 240 of the Act of 1990 is amended—

• (a) by the substitution for “£1,000” (wherever occurring) of “£1,500”,

• (b) in subsection (1)(b), by the substitution for “3 years” of “5 years”, and

• (c) by the insertion of the following after subsection (6):

• “(7) In any provision of the Companies Acts for which a fine of any amount of less than £1,500 is provided in respect of a summary conviction, the maximum amount of that fine shall be taken to be £1,500.

• (8) In any provision of the Companies Acts for which a term of imprisonment of less than 5 years is provided in respect of a conviction on indictment, the maximum term of imprisonment shall be taken to be 5 years.”.

105 New section 240A of Act of 1990 — Court in which proceedings for certain offences may be brought.

105.—The Act of 1990 is amended by the insertion of the following after section 240:

“240A.—For the purposes of any provision of the Companies Acts which provides that the company and every officer of the company is guilty of an offence, summary proceedings against the company or an officer of the company may be brought, heard and determined either—

• (a) in the court area in which the offence charged or, if more than one offence is stated to have been committed, any one of the offences charged, is stated to have been committed,

• (b) in the court area in which the accused has been arrested,

• (c) in the court area in which the accused resides,

• (d) in the court area specified by order made pursuant to section 15 of the Courts Act, 1971, or

• (e) in the court area in which the registered office of the company is situated.”.

106 Amendment of section 242 of Act of 1990.

106.—Section 242(2) of the Act of 1990 is amended—

• (a) by the substitution for “Where a person is guilty” “Where a person is convicted on indictment”, and

• (b) by the deletion of “on conviction on indictment”.

107 New section 249A of Act of 1990 — Power to reject documents sent for registration and amendments consequential on that section's insertion.

107.—(1) The Act of 1990 is amended by the insertion of the following after section 249: