COMPANY LAW ENFORCEMENT ACT, 2001

“249A.—(1) If a document is delivered to the registrar which does not comply with—

• (a) the requirements of section 248 or 249,

• (b) any other requirement of the Companies Acts (and in particular the provisions of the section or sections under which a requirement to deliver the document concerned to the registrar arises), or

• (c) any requirements imposed by or under any other enactment relating to the completion of a document and its delivery to the registrar,

the registrar may serve on the person by whom the document was delivered (or, if there are two or more such persons, on any of them) a notice indicating the respect in which the document does not comply.

• (2) Where the registrar serves such a notice, then, unless a replacement document—

  • (a) is delivered to him within 14 days after the service of the notice, and

  • (b) complies with the requirements referred to in subsection (1) or is not rejected by him for failure to comply with those requirements,

  the original document shall be deemed not to have been delivered to him.

• (3) For the purposes of any provision which—

  • (a) imposes a penalty for failure to deliver a document, so far as it imposes a penalty for continued contravention, or

  • (b) provides for the payment of a fee in respect of the registration of a document being a fee of a greater amount than the amount provided under the provision in respect of the registration of such a document that has been delivered to the registrar within the period specified for its delivery to him,

  no account shall be taken of the period between the delivery of the original document and the end of the period of 14 days after the service of the notice under subsection (1) (but only if, before the end of the latter period, a replacement document that complies with the requirements referred to in subsection (1) is delivered to the registrar)

• (4) Nothing in this section shall have the effect of making valid any matter which a provision of the Companies Acts or of any other enactment provides is to be void or of no effect in circumstances where a document in relation to it is not delivered to the registrar within the period specified for the document's delivery to him.”.

• (2) Subsections (3), (4) and (5) of section 248 and subsections (5), (6) and (7) of section 249 of the Act of 1990 are deleted.

108 Amendment of section 258 of Act of 1990.

108.—Section 258 of the Act of 1990 is amended—

• (a) by the insertion after “63,” of “72(3),”, and

• (b) by the insertion after “investment company” of “, or, in the case of the said Regulation 72(3), such a company other than one to which section 253(2A)(a) applies,”.

109 Notice by Director of intention to prosecute.

109.—(1) Where the Director has reasonable grounds for believing that a person has committed an offence under the Companies Acts which is subject to summary prosecution, the Director may deliver to the person or, where the person believed to have committed the offence is a company, to an officer of the company, a notice in the prescribed form stating—

• (a) that the person or company is alleged to have committed that offence,

• (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 as far as practicable to the satisfaction of the Director any default that constitutes the offence, and

• (ii) make to the Director 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 in respect of the alleged offence will not be instituted during the period specified in the notice or, if the default is remedied to the satisfaction of the Director and the payment specified in the notice is made during that period, at all.

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

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

• (b) the Director 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 offence shall not be instituted in the period specified in the notice and, if the default is remedied to the satisfaction of the Director and the payment specified in the notice is made during that period, no prosecution in respect of the alleged offence 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.

• (4) All payments made to the Director in pursuance of 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.

110 Provision of information to juries.

110.—(1) In a trial on indictment of an offence under the Companies Acts, the trial judge may order that copies of any or all of the following documents be given to the jury in any form that the judge considers appropriate:

• (a) any document admitted in evidence at the trial,

• (b) the transcript of the opening speeches of counsel,

• (c) any charts, diagrams, graphics, schedules or summaries of evidence produced at the trial,

• (d) the transcript of the whole or any part of the evidence given at the trial,

• (e) the transcript of the trial judge's charge to the jury,

• (f) any other document that in the opinion of the trial judge would be of assistance to the jury in its deliberations including, where appropriate, an affidavit by an accountant summarising, in a form which is likely to be comprehended by the jury, any transactions by the accused or other persons relevant to the offence.

• (2) If the prosecutor proposes to apply to the trial judge for an order that a document mentioned in subsection (1)(f) shall be given to the jury, the prosecutor shall give a copy of the document to the accused in advance of the trial and, on the hearing of the application, the trial judge shall take into account any representations made by or on behalf of the accused in relation to it.

• (3) Where the trial judge has made an order that an affidavit mentioned in subsection (1)(f) shall be given to the jury, he or she may in an appropriate case, with a view to further assisting the jury in its deliberations, require the accountant who prepared the affidavit to explain to the jury any relevant accounting procedures or principles.

111 Non-application of certain provisions concerning acquisition by subsidiary of shares in its holding company.

111.—(1) None of the following—

• (a) section 32 or 60 of the Act of 1963,

• (b) Part XI of the Act of 1990, or

• (c) the European Communities (Public Limited Companies Subsidiaries) Regulations, 1997 (S.I. No. 67 of 1997),

shall apply to the subscription by a subsidiary for, or the acquisition or holding by a subsidiary of, shares in its holding company if the subsidiary is a member of an approved stock exchange specified in section 17(2) of the Stock Exchange Act, 1995, acting in its capacity as a professional dealer in securities in the normal course of its business.

• (2) In addition to the meaning assigned to it by section 155 of the Act of 1963, “subsidiary” in this section means a company or other body corporate referred to in paragraph (2) of Regulation 4 of the European Communities (Public Limited Companies Subsidiaries) Regulations, 1997 (S.I. No. 67 of 1997), which, by virtue of paragraph (1) of that Regulation, is deemed to be a subsidiary of a public limited company.

112 Amendment of Freedom of Information Act, 1997.

112.—The Freedom of Information Act, 1997, is amended—

• (a) in section 46(1), by the insertion of the following after paragraph (b):

• “(ba) a record held or created under the Companies Acts, 1963 to 2001, by the Director of Corporate Enforcement or an officer of the Director (other than a record concerning the general administration of the Director's office),”,

and

• (b) in the First Schedule, by the insertion in paragraph 1(2) of “the Office of the Director of Corporate Enforcement,”.

113 Amendment of section 7A of Bankers' Books Evidence Act, 1879.

113.—Section 7A (inserted by the Central Bank Act, 1989) of the Bankers' Books Evidence Act, 1879, is amended by the insertion after “Superintendent” and “designated by him” of “or the Director of Corporate Enforcement” and “, or officer of the Director of Corporate Enforcement nominated by the Director, as the case may be”, respectively.

114 Amendment of section 9 of Consumer Information Act, 1978.

114.—Section 9 of the Consumer Information Act, 1978, is amended by the substitution of the following for subsection (11):

• “(11)

  • (a) Where the Director is through illness or any other cause absent from duty or the office of Director is vacant, the Minister may appoint a person to perform the functions of the Director during such absence or vacancy.

  • (b) The Minister shall not appoint a person under paragraph (a) of this subsection to perform the functions of the Director for a continuous period of more than 6 months during a vacancy in the office of Director.

  • (c) The Minister may at any time terminate an appointment under paragraph (a) of this subsection.

  • (d) A person appointed under paragraph (a) of this subsection has all the powers, rights and duties conferred on the Director by this Act and each reference in this Act to the Director shall be deemed to include a reference to such a person.”.

SCHEDULE

“Transfer of Minister's Functions to Director

“Acts under which Functions are Transferred

PART I

Companies Act, 1963

(No. 33 of 1963)

PART 2

Companies Act, 1990

(No. 33 of 1990)