Reform history

# National Asset Management Agency Act 2009

##### 1. Short title, commencement and collective citation.

##### 2. Purposes of this Act.

##### 3. Regulatory functions not affected.

(*a*) prevents the performance by the Governor, the Central Bank or the Regulatory Authority of functions in relation to any credit institution or other person authorised or regulated in the State, or

##### 4. Interpretation.

“ acquire ”, in relation to a bank asset, shall be construed in accordance with *subsection (2)*;

“ acquired bank asset ” means a bank asset that NAMA or a NAMA group entity has acquired, and in which NAMA or a NAMA group entity retains an interest;

“ acquired portfolio ”, in relation to a participating institution, means all the bank assets specified in a completion notice that have been acquired from the participating institution;

“ acquisition schedule ” has the meaning given by *sections 87*and *89*;

“ acquisition value ”, in relation to a bank asset, means the value determined by NAMA in accordance with the valuation methodology;

“ applicant credit institution ” means a credit institution that is applying or has applied under *section 62* to be designated;

“ appointed member ”, in relation to the Board, has the meaning given by *section 19*;

“ associated debtor ” has the meaning given by *section 70*;

“ bank asset ” includes—

(*d*) every other asset owned by a participating institution, and

(*e*) an interest in a bank asset referred to in any of *paragraphs (a)* to *(d)*;

“ Board ” means the Board of NAMA referred to in *section 19*;

“ borrow ” includes the raising of money in any manner (including, in particular, borrowing by the creation and issue of bonds, debentures and debt securities, whether subordinated or not);

“ Central Bank ” means the Central Bank and Financial Services Authority of Ireland;

“ Chairperson ” means the appointed member nominated under *section 25*;

“ charge ” includes—

“ Chief Executive Officer ” means the Chief Executive Officer appointed under *section 37*or *40 (3)*, and includes—

“ company ” means—

“ completion notice ” means a notice referred to in *section 97*;

“ confidential information ” has the meaning given by *section 202*;

“ Court ” means the High Court;

“ credit facility ” includes every kind of financial accommodation (including a loan facility, a line of credit, a hedging facility, a derivative facility, a bond, a letter of credit, a guarantee facility, an invoice discounting facility, a debt factoring facility, a deferred payment arrangement, a leasing facility, a guarantee, an indemnity and any other financial accommodation giving rise to a payment or repayment obligation) provided to a debtor or associated debtor, whether alone or together with another person or persons and whether as part of a syndicate or otherwise;

“ credit facility documentation ” in relation to a credit facility means the documents, contracts, instruments and agreements containing or evidencing the terms or conditions applicable to, or that otherwise govern or regulate, any aspect of the credit facility or any associated arrangement or transaction entered into in connection with it, including any document issued or entered into by any person that directly or indirectly creates or provides or is expressed to create or provide any security, guarantee or surety or other benefit or collateral in connection with the credit facility or the associated arrangement or transaction;

“ credit institution ” has the same meaning as it has in the Central Bank Act 1997;

“ debtor ” means a person who is or was indebted or obligated to a participating institution under or in connection with a credit facility;

“ debt security ” means a note, bill, bond or similar financial instrument;

“ designated bank asset ” means a bank asset specified in an acquisition schedule that has been served on a participating institution in accordance with *section 87* or *89*;

“ development land ” means land wherever situated (regardless of its zoning or its status under the Planning and Development Acts 2000 to 2007 or any other enactment or applicable law)—

(*a*) in, on, over or under which works or structures were or are to be constructed, or

(*b*) where it was intended to make a material change in the use of the land,

that was intended to be sold or otherwise exploited;

“ eligible bank asset ” has the meaning given by *section 69 (4)*;

“ ESCB Statute ” has the meaning given by section 2 of the Central Bank Act 1942;

“ establishment day ” means the day appointed by the Minister under *section 8* to be the establishment day;

“ European Communities ” has the meaning given by section 1 of the European Communities Act 1972;

“ financial year ”, in relation to NAMA, means—

“ functions ” includes powers and duties, and references to the performance of functions include, with respect to powers and duties, references to the exercise of the powers and the carrying out of the duties;

“ Governor ” has the same meaning as in the Central Bank Act 1942;

“ guarantor ” means a person who has entered into a guarantee or indemnity in connection with a bank asset;

“ interest ”, in relation to a bank asset, means—

“ land ” has the same meaning as in the Land and Conveyancing Law Reform Act 2009, but also includes any right or interest in or over land;

“ legal proceedings ” includes any form of binding dispute resolution, and in particular includes arbitration;

“ local authority ” has the same meaning as in the Local Government Act 2001;

“ Minister ” means the Minister for Finance;

“ NAMA ” means the National Asset Management Agency;

“ NAMA group entity ” means—

“ non-performing ”, in relation to a bank asset, has the meaning given by *subsection (3)*;

“ NTMA ” means the National Treasury Management Agency;

“ officer of NAMA ” means—

(*a*) the Chief Executive Officer of NAMA, and

(*b*) any person assigned to NAMA in accordance with *section 42*;

“ participating institution ” means a credit institution that has been designated by the Minister under *section 67*, including any of its subsidiaries that is not excluded under that section;

“ performing asset ” means a bank asset that is not a non-performing asset;

“ quarterly report ” means the report to the Minister under *section 55*;

“ Regulatory Authority ” has the same meaning as in the Central Bank Act 1942;

“ security ” includes—

“ statutory receiver ” means a receiver appointed by NAMA pursuant to *section 147*;

“ subsidiary ” means a subsidiary (within the meaning given by section 155 of the Companies Act 1963) or a subsidiary undertaking (within the meaning given by the European Communities (Companies: Group Accounts) Regulations 1992 (S.I. No. 201 of 1992));

“ surety ” means a person who has provided a security in connection with the repayment by a debtor of a credit facility or in connection with a guarantor’s obligations under a guarantee or indemnity;

“ tax clearance certificate ” has the meaning given by whichever of section 1094 or 1095 of the Taxes Consolidation Act 1997 applies in the particular case;

“ total portfolio acquisition value ”, in relation to an acquired portfolio of a participating institution, means the total of all the acquisition values for the acquired portfolio of the participating institution and any of its subsidiaries that are also participating institutions;

“ the treaties governing the European Communities ” has the meaning given by section 1 of the European Communities Act 1972;

“ valuation methodology ” means the valuation methodology set out in *Part 5*.

##### 5. Regulations.

##### 6. Expenses of Minister and NTMA.

##### 7. Offences.

**7**.— (1) A person on whom an obligation is imposed by or under *section 202 (2)* and who intentionally does not comply with the obligation commits an offence.

### Chapter 1 *Establishment, Functions and Powers*

##### 8. Establishment day.

##### 9. Establishment of NAMA.

##### 10. Purposes of NAMA.

##### 11. Functions of NAMA.

##### 12. Powers of NAMA.

(*h*) distribute assets *in specie* to the Minister,

(8) In exercise of its powers under *paragraphs (s)*, *(z)*, *(ab)* and *(ac)* of *subsection (2)*, NAMA shall have regard to proper planning and sustainable development as expressed in Government policy and in any relevant regional planning guidelines (within the meaning of the Planning and Development Act 2000) and development plans (within the meaning of that Act).

##### 13. Minister’s powers to issue guidelines to NAMA.

##### 14. Minister’s powers of direction.

##### 15. No shadow or*de facto*directorship.

(*j*) a director of the Central Bank,

(*l*) a member of the Regulatory Authority,

##### 16. Prevention of corruption.

##### 17. Liability of NAMA, etc.

### Chapter 2 *Membership of Board and Related Matters*

##### 18. Functions of Board.

##### 19. Membership of Board.

(*a*) 7 members appointed by the Minister (in this Act referred to as “ appointed members ”), and

##### 20. Term of office of appointed members.

##### 21. Remuneration, etc., of appointed members.

##### 22. How appointed members cease to hold office.

(ii) has contravened *section 30*or*31*, or

##### 23. How*ex-officio*members cease to be Board members.

##### 24. Filling of casual vacancies, etc.

##### 25. Nomination and remuneration, etc., of Chairperson.

##### 26. Meetings of Board.

##### 27. Electronic meetings.

**27**.— (1) In addition to meeting with all participants physically present, the Board may hold or continue a meeting by the use of any means of communication by which all the participants can hear and be heard at the same time. Such a meeting is referred to in this section as an “ electronic meeting ”.

##### 28. Resolutions by circulation of copies.

##### 29. Seal of NAMA, etc.

##### 30. Disclosure of interests.

##### 31. Register of Board members’ interests.

##### 32. Audit committee, credit committee, finance committee and risk-management committee.

##### 33. Other committees.

##### 34. Indemnification of members of Board and officers of NAMA, etc.

##### 35. Codes of practice.

##### 36. Application of certain provisions of this Chapter to directors of NAMA group entities.

### Chapter 3 *Chief Executive Officer*

##### 37. Appointment of first Chief Executive Officer.

##### 38. Chief Executive Officer’s functions.

##### 39. Resignation of Chief Executive Officer.

##### 40. Removal of Chief Executive Officer from office.

### Chapter 4 *NAMA’s Relationship with NTMA*

##### 41. NTMA to provide resources to NAMA.

##### 42. NTMA to provide staff to NAMA.

##### 43. Suspension of officers of NAMA.

### Chapter 5 *Contracted Service Providers*

##### 44. Power to engage service providers, etc.

##### 45. Professional standards and audit.

##### 46. Financing arrangements, expenses and advances from Central Fund.

##### 47. Financing arrangements — Minister may issue debt securities.

##### 48. Financing arrangements — NAMA, etc., may issue debt securities.

##### 49. Financing arrangements — NAMA, etc., may issue subordinated debt securities.

##### 50. Financing arrangements — limits on borrowings.

##### 51. Application of Borrowing Powers of Certain Bodies Act 1996.

##### 52. Financing arrangements — treasury services.

##### 53. Annual statements.

##### 54. Annual accounts.

##### 55. Quarterly reports.

**55**.— (1) Every 3 months NAMA shall make a report (referred to in this Act as a “ quarterly report ”) to the Minister of its activities and the activities of each NAMA group entity.

##### 56. Other reports to Minister.

##### 57. Audit of accounts by Comptroller and Auditor General.

##### 58. Accountability to Committee of Public Accounts.

##### 59. Appearances before another Oireachtas Committee.

##### 60. Repayment to Central Fund to redeem debt.

### Chapter 1 *Designation of Participating Institutions*

##### 61. Definition (*Chapter*).

**61**.— In this Chapter “ group ”, in relation to a credit institution, means—

##### 62. Applications for designation as participating institution.

##### 63. Effect of application for designation, etc.

##### 64. Information, etc., to be provided in support of application for designation.

##### 65. Capacity of applicant credit institutions, etc.

##### 66. Dealings by applicant credit institutions, etc., with eligible bank assets after application for designation.

##### 67. Designation of participating institutions.

**67**.— (1) The Minister, after consultation with the Governor and the Regulatory Authority, may designate an applicant credit institution as a participating institution if the credit institution has applied under *section 62* to be so designated.

(5) Before deciding whether to designate an applicant credit institution as a participating institution, the Minister, having consulted the Regulatory Authority, may direct that specified due diligence and stress testing of the applicant credit institution or any member of its group be carried out.

##### 68. Obligations of participating institutions.

(*e*) comply with such monitoring of lending and balance sheet management as the Minister in consultation with the Regulatory Authority directs, and

### Chapter 2 *Designation of Eligible Bank Assets*

##### 69. Eligible bank assets.

**69**.— (1) The Minister may, after consultation with NAMA, the Governor and the Regulatory Authority, and considering the purposes of NAMA and the resources available to the Minister, prescribe, by regulation, classes of bank asset as classes of eligible bank asset.

(4) A bank asset that is in a class prescribed under *subsection (1)* is referred to in this Act as an “ eligible bank asset ”.

##### 70. Meaning of “associated debtor” in this Act.

**70**.— (1) For the purposes of this Act, a person is an “ associated debtor ” of a debtor if the person—

(*a*) “ equity share capital ” has the same meaning as it has in section 155 of the Companies Act 1963, and

##### 71. Dealings by participating institutions with eligible bank assets.

##### 72. Interpretation (*Part 5*).

**72**.— (1) In this Part “ property ” means property that is the subject of the security for a credit facility that is a bank asset.

##### 73. Determination of acquisition values — valuation dates, etc.

##### 74. Determination of acquisition values — guidelines, etc.

##### 75. Acquisition values.

##### 76. Determination of long-term economic values.

##### 77. Market values.

##### 78. Regulations in relation to certain reports.

##### 79. Regulations in relation to determination of values.

### Chapter 1 *Acquisition of Bank Assets*

##### 80. Applicant credit institutions and participating institutions to provide information about eligible bank assets.

##### 81. Production of documentation, books and records for inspection.

##### 82. Provision of information and explanations, etc.

##### 83. Obligations to co-operate and act in good faith, etc.

##### 84. Decision about acquisition of eligible bank assets.

##### 85. NAMA to identify eligible bank assets for acquisition.

##### 86. NAMA may specify general terms and conditions of acquisition.

##### 87. NAMA to prepare acquisition schedule.

**87**.— (1) When NAMA has identified an eligible bank asset of a participating institution that NAMA proposes to acquire, and has determined the acquisition value of that asset, NAMA shall serve on the institution a schedule (referred to in this Act as an “ acquisition schedule ”).

##### 88. Errors or omissions in proposed acquisition schedules.

##### 89. Amendment of acquisition schedule.

(3) When NAMA has amended an acquisition schedule (in this subsection called the “ original acquisition schedule ”), NAMA shall serve an amended acquisition schedule on the participating institution. Where NAMA does so, the amended acquisition schedule has effect in place of the original acquisition schedule.

##### 90. Effect of service of acquisition schedule.

(4) In *subsection (3)* “ relevant contract ” means a contract—

##### 91. Effect of service of acquisition schedule in relation to foreign bank assets.

“ foreign bank asset ” means a bank asset in which the transfer or assignment of any right, title or interest that NAMA proposes to acquire is governed in whole or in part by the law of a state (including the law of a territorial unit of a state) other than the State;

“ foreign law ”, in relation to a foreign bank asset or a transaction in relation to a foreign bank asset means the law of a state other than the State.

##### 92. Payment for bank assets.

##### 93. Clawback of overpayments.

##### 94. Dealings with bank assets after service of acquisition schedule until date of acquisition.

##### 95. Books, records and title documents of participating institutions.

##### 96. Notice to debtors, etc., of acquisition of bank assets.

##### 97. NAMA to notify participating institutions of completion of acquisition process.

**97**.— (1) When NAMA has served on a participating institution one or more acquisition schedules that specify all the bank assets that NAMA has acquired or at the time proposes to acquire from the participating institution, NAMA shall serve on the participating institution a notice in writing of that fact (in this Act referred to as a “ completion notice ”).

##### 98. Dispute over acquisition value.

### Chapter 2 *Effects of Acquisition of Bank Assets*

##### 99. NAMA to have rights of creditors after acquisition of bank assets.

##### 100. Exercise of certain rights of set-off.

##### 101. Enforcement of certain representations, etc.

##### 102. Acquisition of bank assets not to affect conditions, etc.

##### 103. Acquisition of bank assets not to give rise to cause of action, etc.

##### 104. NAMA to be notified of certain matters.

##### 105. Acquisition of bank assets not to render NAMA liable for wrongs by participating institutions.

##### 106. Rights of others not affected by acquisition of bank assets, etc.

##### 107. NAMA not required to register certain instruments, etc.

##### 108. NAMA, etc., may give certificates in relation to bank assets held.

##### 109. NAMA, etc., may give certain directions in relation to bank assets.

##### 110. Effect of acquisition of bank assets on certain other rights.

**110**.— (1) In this section “ relevant instrument ” means an agreement, licence, document, security, obligation or other instrument (other than the Credit Institutions (Financial Support) Scheme 2008 (S.I. No. 411 of 2008)) (or an instrument entered into under that Scheme) to which any of the following is a party or by which any of the following is bound or in which any of the following has an interest:

##### 111. Minister’s power to modify application of *section 110*.

**111**.— (1) In this section “ relevant instrument” has the same meaning as in *section 110*.

### Chapter 1 *Expert Reviewer*

##### 112. Appointment and functions of expert reviewer.

##### 113. Procedure of expert reviewer.

##### 114. Objections to proposed acquisition of bank assets.

##### 115. Materials, etc., to be made available to expert reviewer.

##### 116. Opinion of expert reviewer.

##### 117. Confirmation by Minister of acquisition, etc.

##### 118. Costs.

### Chapter 2 *Review of Valuations*

##### 119. Appointment of valuation panel.

##### 120. Procedure of valuation panel.

##### 121. Objection to value placed on bank assets acquired from participating institution.

##### 122. Dispute over total portfolio acquisition value.

##### 123. Material, etc., to be made available to valuation panel.

##### 124. Review by valuation panel.

##### 125. Minister’s determination.

##### 126. Withdrawal of dispute.

##### 127. Costs of review of valuations.

##### 128. Definition(*Part 8*).

**128**.— In this Part “ relevant service” includes management, administration, restructuring and enforcement services in relation to bank assets, including any activity specified as part of a direction by NAMA or an arrangement or agreement to which NAMA or a NAMA group entity is a party.

##### 129. Participating institutions to act in utmost good faith.

##### 130. Breach of statutory requirements.

##### 131. Servicing of acquired bank assets by participating institutions.

##### 132. Other servicing arrangements.

##### 133. NAMA may give directions about certain bank assets not acquired.

##### 134. Additional payment on servicing of acquired bank assets.

##### 135. Participating institutions to indemnify NAMA.

##### 136. Participating institutions to be agent of subsidiaries, etc.

(3) In this section “ group ”, in relation to a participating institution, means—

### Chapter 1 *Definitions*

##### 137. Definitions (*Part 9*).

“ charged land ” means land that is subject to a charge that is part of an acquired bank asset;

“ convey ” and “ conveyance ” have the same meanings respectively as in the Land and Conveyancing Law Reform Act 2009, and “ con veyed ” shall be construed accordingly;

“ vesting order ” means an order under *section 153*.

### Chapter 2 *General Powers of NAMA in Relation to Assets*

##### 138. Interpretation (*Chapter 2*).

##### 139. NAMA’s powers to dispose of bank assets.

##### 140. Power to discharge prior charge.

##### 141. Power of entry to protect value or condition of land or buildings.

then NAMA may apply to a judge of the District Court for the time being assigned to the District Court district in which any part of the land concerned is situated, on notice to the owner and any occupier of the land, for an order (in this section referred to as an “ entry and maintenance order ”) authorising it to enter (by force, if the order so provides) upon the land or any building or structure on it for any one or more of the following purposes:

##### 142. Certain instruments by NAMA to be taken to be deeds.

##### 143. Overreaching for protection of purchasers.

(6) In this section “ equitable mortgage ” means a mortgage created by—

##### 144. Effect of certain assurances of land.

**144**.— An assurance of charged land or a right or interest in charged land before the acquisition by, or vesting in, NAMA of the relevant charge (whether or not the land was charged at the date of the assurance) shall be taken to have created, for the benefit of the charged land, any easement or *profit prendre* over any land retained by the grantor of the assurance that it is reasonable to assume, in the circumstances of the case, was within the contemplation of the parties at the date of the assurance as being included in it, or would have been within that contemplation at that time if they had adverted to the matter.

##### 145. Certain receivers not obliged to sell property, etc.

##### 146. Powers of NAMA to enforce securities, etc.

### Chapter 3 *Statutory Receivers*

##### 147. NAMA’s power to appoint statutory receivers.

##### 148. Powers of statutory receivers.

##### 149. Statutory receiver to be agent of chargor, etc.

##### 150. Appointment of liquidator or examiner to companies whose assets are under control of statutory receiver.

##### 151. Statutory receiver not obliged to sell property, etc.

### Chapter 4 *Vesting Orders*

##### 152. Application to Court.

##### 153. Vesting orders.

the Court shall make an order (in this Part referred to as a “ vesting order ”) vesting in NAMA, or a NAMA group entity nominated by NAMA, the interest of the chargor, subject to any undertaking under *section 152 (2)*, in the land concerned.

##### 154. Prior chargee’s right to payment.

**154**.— (1) In this section “ value ” means the amount determined by the court under *section 153 (2) (a)*.

##### 155. Effect of vesting order.

##### 156. Title of purchaser not impeachable.

### Chapter 5 *Compulsory Acquisition of Land*

##### 157. Definitions (*Chapter 5*).

“ acquisition order ” means an order under *section 163*;

“ compulsory transfer order ” means an order under *section 167*;

“ initial notice ” means a notice referred to in *section 160*.

##### 158. NAMA’s powers to acquire land compulsorily.

##### 159. Application to Court for acquisition order.

**159**.— (1) If NAMA proposes to compulsorily acquire any land, NAMA shall apply to the Court for an order (in this Chapter called an “ acquisition order ”) authorising it to acquire the land.

##### 160. Initial notice of acquisition.

**160**.— (1) NAMA shall publish a notice (in this Chapter called the “ initial notice ”), in the form (if any) prescribed by the Minister by regulations, of an application under *section 159* in a daily newspaper circulating in the State generally.

##### 161. Maps, plans and books to be deposited.

##### 162. Consideration by Court of objections.

##### 163. Acquisition order.

##### 164. Notice to treat.

##### 165. NAMA’s power to take possession.

##### 166. Determination of compensation.

##### 167. Court may make compulsory transfer order.

then the Court may make an order (in this Chapter referred to as a “ compulsory transfer order ”) vesting the land in NAMA or the nominated NAMA group entity subject to any terms and conditions that the Court thinks fit.

##### 168. NAMA to inform Revenue Commissioners if certain liabilities exist.

##### 169. Form and effect of compulsory transfer order.

##### 170. Effect of compulsory acquisition without compulsory transfer order.

##### 171. Service of notices.

### Chapter 6 *General Powers in Relation to Land*

##### 172. Limitations on certain dealings in land, etc.

(i) owns other land (in this subsection referred to as the “ relevant land ”) or holds an option to acquire such land, or

##### 173. Set-off of compensation.

### Chapter 7 *Powers in Relation to Development of Land*

##### 174. Interpretation (*Chapter 7*).

##### 175. Application (*Chapter 7*).

##### 176. Development of land.

##### 177. NAMA to have certain contractual rights of land developers.

##### 178. Designs and planning documents for land development.

##### 179. Limitation of right to renewal of certain business tenancies.

### Chapter 1 *Interpretation*

##### 180. Interpretation(*Part 10*).

“ Court ” means the High Court;

“ court ” includes an arbitrator;

“ defendant ” includes a respondent in arbitration proceedings;

“ plaintiff ” includes an applicant in arbitration proceedings.

### Chapter 2 *Legal Proceedings Commenced on or after 30 July 2009*

##### 181. Application (*Chapter 2*).

##### 182. Damages to be only remedy for certain claims.

### Chapter 3 *Legal Proceedings Generally*

##### 183. Application (*Chapter 3*).

##### 184. Conduct of legal proceedings in relation to acquired bank assets.

##### 185. Effect of acquisition, etc., of bank assets on legal proceedings — participating institution plaintiff, etc.

##### 186. Effect of acquisition of bank assets on legal proceedings — NAMA, etc., may enforce judgment.

##### 187. Effect of acquisition of bank assets on legal proceedings where participating institution not plaintiff.

##### 188. Conduct of proceedings.

##### 189. Costs.

##### 190. Evidence — amount of debt due.

##### 191. Evidence — application of Bankers’ Books Evidence Act 1879.

**191**.— (1) In this section “ Act of 1879 ” means the Bankers’ Books Evidence Act 1879.

##### 192. Limitation of power to grant injunctive relief.

##### 193. Limitation of judicial review.

##### 194. Limitation of certain rights of appeal to the Supreme Court.

##### 195. *Lites pendentes*to have no effect, etc.

##### 196. Definition (*Part 11*).

**196**.— In this Part “ adviser” includes an investment adviser, an investment banker, a property valuer, a solicitor, an accountant and an auditor and any staff member or employee of, and any agent or other person acting on behalf of, an adviser.

##### 197. Deemed consent to disclosure of information.

##### 198. Duty of confidentiality, etc., not contravened by provision of information or production of documents and books for inspection.

##### 199. Duty of confidentiality, etc., not contravened by provision of information to, or production of documents and books for inspection by, potential purchasers.

##### 200. Obligation to provide information, etc., to NAMA, etc., extends to provision to advisers.

##### 201. Operation of Data Protection Acts 1988 and 2003.

**201**.— To avoid doubt, an obligation on a credit institution or any other person under this Act to disclose information to NAMA, a NAMA group entity or the NTMA extends to personal information, within the meaning of the Data Protection Acts 1988 and 2003.

##### 202. Disclosure of confidential information.

**202**.— (1) In this Act “ confidential information ” means—

(*e*) the Regulatory Authority,

##### 203. Obligation to pass certain information to law-enforcement authorities.

(v) the Regulatory Authority,

##### 204. Provision of information to Revenue Commissioners.

“ relevant person ” means a debtor, associated debtor, guarantor, surety or chargor and includes a connected person (within the meaning given by section 10 of the Taxes Consolidation Act 1997) in relation to a debtor, associated debtor, guarantor, surety or chargor;

“ tax ” has the meaning given by section 960A of the Taxes Consolidation Act 1997.

(2) Notwithstanding any provision of this Act or any other enactment—

(*a*) the Revenue Commissioners may, for the purposes of the performance of their functions under Part 42 of the Taxes Consolidation Act 1997 and any regulations made under that Part, seek from NAMA information in the possession of NAMA, or which NAMA has knowledge of, in relation to a named relevant person, and

(*b*) where NAMA is in possession of, or has knowledge of, the information referred to in *paragraph (a)*, NAMA shall provide it to the Revenue Commissioners.

##### 205. Disclosure by regulatory authorities.

**205**.— (1) The Minister, the Governor and the Regulatory Authority may, in accordance with applicable law, disclose to each other any information that any of them receives concerning a participating institution or any of its subsidiaries. The recipient shall treat any information disclosed pursuant to this section as confidential.

(3) In *subsection (1)* “ information ” includes information relating to a period before the participating institution concerned was designated under *section 67*as a participating institution.

(4) The Governor and the Regulatory Authority may use information disclosed to either of them under *subsection (1)* in the performance of their functions.

##### 206. Directions in relation to conduct of participating institutions.

**206**.— (1) The Regulatory Authority, may, with the approval of the Minister, give a direction to a participating institution in order to achieve the purposes of this Act, as specified in *section 2*.

##### 207. Reporting by participating institutions.

**207**.— (1) The Regulatory Authority may direct a participating institution in writing to make any report that the Regulatory Authority considers necessary to monitor the institution’s compliance with its obligations under or by virtue of this Part.

(2) A direction under *subsection (1)* shall specify the information to be provided in the report and the period within which the report shall be submitted to the Regulatory Authority.

(4) The Minister may direct the Regulatory Authority to require such other reports from a participating institution as the Minister considers necessary.

##### 208. Restructuring plans.

**208**.— (1) The Minister, after consultation with the Governor and the Regulatory Authority, may direct a participating institution to draw up or amend, within a specified period, a restructuring plan for the purposes of this Act.

(3) The Minister, after consultation with the Governor and the Regulatory Authority, may direct a participating institution to amend a draft restructuring plan in a specified respect. The direction shall specify a period within which the participating institution is required to do so.

(6) The Minister, after consultation with the Governor and the Regulatory Authority, may direct a participating institution to submit to the Minister a business plan in accordance with this section.

(8) The Minister, after consulting with the Governor and the Regulatory Authority, may direct a participating institution to amend a draft business plan submitted to the Minister under *subsection (7)* in accordance with the direction.

##### 209. Compliance with directions.

**209**.— (1) Where the Regulatory Authority is of the opinion that a participating institution has not complied with a direction under this Part, the Regulatory Authority may apply to the Court for an order that the institution comply with the direction.

(5) The Court shall not deny interim or interlocutory relief referred to in *subsection (4)*solely on the basis that the Regulatory Authority would not suffer any damage if the relief were not granted pending conclusion of the proceedings.

##### 210. Guidelines regarding lending practices.

##### 211. Avoidance of certain transactions.

##### 212. Provision of tax information to NAMA.

**212**.— (1) In this section “ the Capital Gains Tax Acts ” and “ the Corporation Tax Acts ” have the respective meanings given by section 1(2) of the Taxes Consolidation Act 1997.

##### 213. NAMA, etc., not to make payments in certain circumstances.

“ the Acts ” has the meaning given by section 1095 of the Taxes Consolidation Act 1997;

“ Collector-General ” has the meaning given by section 2(1) of the Taxes Consolidation Act 1997;

“ outstanding tax ”, in relation to a relevant person, means any obligation on the relevant person arising under the Acts in relation to the payment or remittance of any taxes, interest or penalties required to be paid or remitted under the Acts;

“ relevant person ” means a debtor, associated debtor, guarantor, surety or chargor and includes a connected person (within the meaning given by section 10 of the Taxes Consolidation Act 1997) in relation to a debtor, associated debtor, guarantor, surety or chargor.

##### 214. NAMA exempt from certain taxes.

##### 215. Disapplication of certain provisions of Competition Act 2002 and Credit Institutions (Financial Support) Act 2008.

##### 216. NAMA, etc., not to be taken to be carrying on banking business, etc.

##### 217. Application of laws in relation to netting agreements, etc.

##### 218. Certain bank assets not invalidated.

##### 219. Nothing done under Act to be reorganisation or winding-up measure.

##### 220. Operation of certain provisions of Land Registration Rules 1972 to 2008.

##### 221. Offence of lobbying NAMA, etc.

##### 222. Protection from civil liability of persons who report certain misconduct.

##### 223. Prohibition on penalisation.

“ employer ” means—

“ penalisation ” includes any act or omission by an employer or a person acting on behalf of an employer that affects an employee to his or her detriment with respect to any term or condition of his or her employment, and in particular includes—

##### 224. False statements.

##### 225. Surcharge on participating institutions.

“ accounting period ” shall be construed in accordance with section 27 of the Taxes Consolidation Act 1997;

“ surcharge ” means the tax referred to in *subsection (3)*;

“ underlying loss ” means the amount, if any, by which the aggregate of losses incurred by NAMA (including NAMA group entities) exceeds the aggregate of the profits arising to NAMA (including those entities) in the period from the date of its establishment to the date referred to in the direction under *subsection (2)*or the date of the occurrence of the event so referred to.

##### 226. Triennial review of NAMA’s progress.

##### 227. Review of achievement of NAMA’s purposes.

##### 228. Operation of certain provisions of Companies Act 1963.

##### 229. Operation of certain provisions of Companies (Amendment) Act 1983.

##### 230. Disapplication of section 7 of Official Languages Act 2003.

##### 231. Amendment of Building Societies Act 1989.

##### 232. Amendment of Central Bank Act 1942.

##### 233. Amendment of Companies Act 1963.

##### 234. Amendment of Companies (Amendment) Act 1990.

##### 235. Amendment of Finance Act 1970.

##### 236. Amendment of Landlord and Tenant (Amendment) Act 1980.

##### 237. Amendment of National Treasury Management Agency Act 1990.

##### 238. Amendment of Planning and Development Act 2000.

##### 239. Amendment of Stamp Duties Consolidation Act 1999.

##### 240. Amendment of Taxes Consolidation Act 1997.

##### 241. Amendment of Value-Added Tax Act 1972.

**241**.— The Value-Added Tax Act 1972 is amended as specified in *Part 11* of *Schedule 3*.

## SCHEDULE 1 Powers of Statutory Receivers

1. To take immediate possession of, get in and collect any secured asset or any part of it in respect of which he or she is appointed and to make such demands and take such proceedings as may seem expedient for that purpose, and to take possession of the secured assets over which he or she is appointed with like rights.

2. To sell, realise or otherwise dispose of property.

3. To carry on, manage, develop, reconstruct, amalgamate or diversify or concur in carrying on, managing, developing, reconstructing, amalgamating or diversifying any business of the chargor in any manner he or she thinks fit.

4. To appoint and discharge managers, officers, agents, professional advisers, consultants, servants, workmen, employees and others for the purposes specified in this Schedule upon such terms as to remuneration or otherwise as he or she thinks fit and to remove any person so appointed to any such position by the chargor.

5. To raise and borrow money or incur any other liability, either unsecured or on the security of any secured asset either in priority to NAMA’s or the relevant NAMA group entity’s security or otherwise and generally on any terms and for whatever purpose he or she thinks fit.

6. To grant rights, options or easements over, dispose of, convert into money and realise any secured asset by public auction or private contract and generally in any manner and on any terms he or she thinks fit. The consideration for any such transaction may consist of cash, debentures or other obligations, shares, stock or other valuable consideration and any such consideration may be payable in a lump sum or by instalments spread over any period he or she thinks fit. Fixtures, plant and machinery may be severed and sold separately from the property containing them without the consent of the chargor.

7. To let, hire, lease, licence or grant any interest in any secured asset for any term and at any rent (with or without a premium) he or she thinks fit and to vary the terms, surrender or accept a surrender of any lease or tenancy of any secured asset on any terms which he or she thinks fit (including the payment of money to a lessee or tenant on a surrender).

8. Where the chargor is a company, to require the chargor, or the directors of the chargor, to make calls conditionally or unconditionally upon the shareholders of the chargor in respect of any uncalled capital of the chargor and enforce payment of any call so made by action (in the name of the chargor or the statutory receiver as he or she may think fit) or otherwise.

9. To sell or assign all or any of the book debts in respect of which he or she is appointed in such manner, and generally on such terms and conditions, as he or she thinks fit.

10. To exercise in respect of any secured asset all voting or other powers or rights in such manner as he or she thinks fit.

11. To purchase or acquire any land or any interest in or right over land.

12. To exercise on behalf of the chargor, and without the consent of or notice to the chargor, all the powers conferred on a landlord or a tenant by any legislation from time to time in force in any relevant jurisdiction relating to rents or agriculture in respect of any part of the secured assets.

13. To exercise on behalf of the chargor and in the name of the chargor all powers and rights of the chargor relevant to effecting and necessary to effect the registration in the Land Registry of any fixed or specific charge created on any registered land, of the crystallisation of any floating charge or his or her appointment as statutory receiver.

14. To settle, adjust, refer to arbitration, allow time for payment, compromise and arrange any claim, contract, account, dispute, question or demand with or by any person who is or claims to be a creditor of the chargor or relating in any way to any secured asset.

15. To bring, prosecute, enforce, defend and abandon any action, suit or proceedings both in his or her own name and in the name of the chargor in relation to any secured asset which he or she thinks fit.

16. To give a valid receipt for any money and execute any assurance or thing that may be necessary or desirable for realising any secured asset.

17. Where the chargor is a company, to form a subsidiary of the chargor, arrange for any such subsidiary to trade or cease to trade as he or she sees fit, in his or her capacity as shareholder and transfer to that subsidiary any secured asset and sell or otherwise dispose of any such subsidiary.

18. To delegate his or her powers.

19. To appoint managers, officers, agents, professional advisers, consultants, servants, workmen, employees and others, for the purpose of exercising his or her powers at such salaries, for such periods and on such terms as he or she determines.

20. To enter into, abandon, perform, repudiate, rescind, vary or cancel any contracts as he or she thinks fit.

21. To lend money or advance credit to any customer of the chargor.

22. To make substitutions of, or improvements to, the chargor’s plant and machinery as he or she thinks fit.

23. To effect with any insurer any policy of insurance either in lieu or satisfaction of, or in addition to, the insurances required to be maintained under any security document or loan facility agreement entered into by the chargor which is held by NAMA or a NAMA group entity.

24. To make any election for value-added tax purposes that he or she thinks fit.

25. To run the tax affairs of the chargor in any manner that he or she thinks fit.

26. To conduct and complete all investigations, studies, sampling and testing and all remedial, removal and other actions required by law or by NAMA or a NAMA group entity and comply with all lawful orders and directives of any authority under an environmental law.

27. To take all steps necessary to effect any registration, renewal, application or notification that he or she thinks fit to maintain in force or protect any intellectual property.

28. To redeem any prior security interest and to settle and pass the accounts to which that security interest relates. Any accounts so settled and passed are conclusive and binding on the chargor, and any money so paid shall be taken to be an expense properly incurred by him or her.

29. To effect any repair or insurance and do any other act which the chargor might do in the ordinary conduct of its business to protect or improve any secured asset.

30. To commence and complete any building operation, and to complete any building operation already begun.

31. To arrange for or provide any service proper for the efficient use or management of the secured assets.

32. To apply for and maintain any planning permission, building regulation approval or any other authorisation.

33. To do all other acts and things which he or she may consider desirable or necessary for realising any secured asset or incidental or conducive to any of the rights, powers or discretions conferred on a statutory receiver.

34. To exercise in relation to a secured asset all the rights, powers and authorities that he or she could exercise if he or she were the absolute beneficial owner of the secured asset.

35. To use the name of the chargor when exercising any of the rights, powers or discretions conferred on him or her.

36. Where the chargor is a company, to use the chargor’s seal.

37. To do all acts and to execute in the name and on behalf of the chargor any deed, receipt or other document.

38. To draw, accept, make or endorse any bill of exchange or promissory note in the name of and on behalf of the chargor.

39. To make any payment which is necessary or incidental to the performance of his or her functions.

40. To rank and claim in the bankruptcy, insolvency, sequestration or liquidation of any person indebted to the chargor and to receive dividends, and to accede to the trust deeds for the creditors of any such person.

41. Where the chargor is a company, to change the location of the chargor’s registered office.

## SCHEDULE 2 Redress for Contravention of *section 223 (3)*

*Complaints to rights commissioner*

1. (1) An employee may present a complaint to a rights commissioner that his or her employer has contravened *section 223 (3)*in relation to the employee.

(2) Where a complaint under *subparagraph 1* is made, the rights commissioner shall—

(*a*) give the parties an opportunity to be heard by the commissioner and to present to the commissioner any evidence relevant to the complaint,

(*b*) give a decision in writing in relation to it, and

(*c*) communicate the decision to the parties.

(3) A decision of a rights commissioner under *subparagraph (2)* shall do one or more of the following:

(*a*) declare that the complaint was or, as the case may be, was not well founded;

(*b*) require the employer to take a specified course of action;

(*c*) require the employer to pay to the employee compensation of such amount (if any) as is just and equitable having regard to all the circumstances.

(4) The references in *subparagraph (3)* to an employer shall be construed, in a case where ownership of the business of the employer changes after the contravention to which the complaint relates occurred, as references to the person who, by virtue of the change, becomes entitled to that ownership.

(5) A rights commissioner shall not entertain a complaint under this paragraph if it is presented to him or her after the expiration of the period of 6 months beginning on the date of the contravention to which the complaint relates.

(6) Notwithstanding *subparagraph (5)*, a rights commissioner may entertain a complaint under this paragraph presented to him or her after the expiration of the period referred to in *subparagraph (5)* (but not later than 6 months after such expiration) if he or she is satisfied that the failure to present the complaint within that period was due to reasonable cause.

(7) A complaint shall be presented by giving notice of it in writing to a rights commissioner and the notice shall contain such particulars and be in such form as may be specified from time to time by the Minister.

(8) A copy of a notice under *subparagraph (7)* shall be given to the other party concerned by the rights commissioner concerned.

(9) Proceedings under this paragraph before a rights commissioner shall be conducted otherwise than in public.

(10) A rights commissioner shall furnish the Labour Court with a copy of each decision given by the commissioner under *subparagraph (2)*.

*Appeals from decisions of rights commissioner*

2. (1) A party concerned may appeal to the Labour Court from a decision of a rights commissioner under *paragraph 1* and, if the party does so, the Labour Court—

(*a*) shall give the parties an opportunity to be heard by it and to present to it any evidence relevant to the appeal,

(*b*) shall make a determination in writing in relation to the appeal affirming, varying or setting aside the decision, and

(*c*) shall communicate the determination to the parties.

(2) An appeal under this paragraph shall be initiated by the party concerned giving within 6 weeks (or such greater period as the Court may determine in the particular circumstances) from the date on which the decision to which it relates was communicated to the party, a notice in writing to the Labour Court containing such particulars as are determined by the Labour Court under *subparagraph (4)* and stating the intention of the party concerned to appeal against the decision.

(3) A copy of a notice under *subparagraph (2)* shall be given by the Labour Court to any other party concerned as soon as practicable after the receipt of the notice by the Labour Court.

(4) The Labour Court shall determine the following matters, or the procedures to be followed in relation to them:

(*a*) the procedure in relation to all matters concerning the initiation and the hearing by the Labour Court of appeals under this paragraph;

(*b*) the times and places of hearings of such appeals;

(*c*) the representation of the parties to such appeals;

(*d*) the publication and notification of determinations of the Labour Court;

(*e*) the particulars to be contained in a notice under *subparagraph (2)*;

(*f*) any matters consequential on, or incidental to, the foregoing matters.

(5) The Minister may, at the request of the Labour Court, refer a question of law arising in proceedings before it under this paragraph to the High Court for its determination. The determination of the High Court in relation to such a question shall be final and conclusive.

(6) A party to proceedings before the Labour Court under this paragraph may appeal to the High Court from a determination of the Labour Court on a point of law. The determination of the High Court on such an appeal shall be final and conclusive.

*Paragraphs 1 and 2: supplemental provisions*

3. (1) Section 39(17) of the Redundancy Payments Act 1967 shall apply in relation to proceedings before the Labour Court under *paragraph 2* as it applies to matters referred to the Employment Appeals Tribunal under that section with—

(*a*) the substitution in that provision of references to the Labour Court for references to the Tribunal, and

(*b*) the substitution in paragraph (*e*) of that provision of “€3,000” for “£150”.

(2) Where a decision of a rights commissioner in relation to a complaint under this Schedule has not been carried out by the employer concerned in accordance with its terms, the time for bringing an appeal against the decision has expired and no such appeal has been brought, the employee concerned may bring the complaint before the Labour Court and the Labour Court shall, without hearing the employer concerned or any evidence (other than in relation to the matters aforesaid), make a determination to the like effect as the decision.

(3) The bringing of a complaint before the Labour Court under *subparagraph (2)* shall be effected by giving to the Labour Court a written notice containing such particulars (if any) as may be determined by the Labour Court.

(4) The Labour Court shall publish, in a manner it considers appropriate, particulars of any determination made by it under *subparagraph (4)(a)*, *(b)*, *(c)*, *(e)*and *(f)* of *paragraph 2* (not being a determination in relation to a particular appeal under that paragraph) and *subparagraph (3)*.

*Enforcement of determinations of Labour Court*

4. (1) If an employer fails to carry out a determination of the Labour Court in relation to a complaint under *paragraph 1* in accordance with its terms within 6 weeks from the date on which the determination is communicated to the parties, the Circuit Court shall, on application to it in that behalf by—

(*a*) the employee concerned,

(*b*) with the consent of the employee, any trade union of which the employee is a member, or

(*c*) the Minister, if the Minister considers it appropriate to make the application having regard to all the circumstances,

without hearing the employer or any evidence (other than in relation to the matters aforesaid), make an order directing the employer to carry out the determination in accordance with its terms.

(2) The reference in*subparagraph (1)*to a determination of the Labour Court is a reference to a determination in relation to which, at the expiration of the time for bringing an appeal against it, no such appeal has been brought or, if such an appeal has been brought it has been abandoned and the references to the date on which the determination is communicated to the parties shall, in a case where such an appeal is abandoned, be read as references to the date of such abandonment.

(3) In an order under this paragraph providing for the payment of compensation, the Circuit Court may, if in all the circumstances it considers it appropriate to do so, direct the employer concerned to pay to the employee concerned interest on the compensation at the rate referred to in section 22 of the Courts Act 1981, in respect of the whole or any part of the period beginning 6 weeks after the date on which the determination of the Labour Court is communicated to the parties and ending on the date of the order.

(4) An application under this paragraph shall be made to the Circuit Court sitting in the Circuit in which is situated the place of work (within the meaning of the Safety, Health and Welfare at Work Act 2005) at which the employee is normally employed by the employer.

*Provisions relating to winding up and bankruptcy*

5. (1) There shall be included among the debts which, under section 285 of the Companies Act 1963 (as amended by section 10 of the Companies (Amendment) Act 1982 and section 134 of the Companies Act 1990) are, in the distribution of the assets of a company being wound up, to be paid in priority to all other debts, all compensation payable by virtue of a decision under *paragraph 1(2)(b)* or a determination under *paragraph 2(1)* by the company to an employee, and that Act shall have effect accordingly. Formal proof of the debts to which priority is given under this subparagraph shall not be required except in cases where it may otherwise be provided by rules made under that Act.

(2) There shall be included among the debts which, under section 81 of the Bankruptcy Act 1988 are, in the distribution of the property of a bankrupt or arranging debtor, to be paid in priority to all other debts, all compensation payable by virtue of a decision under *paragraph 1(2)(b)* or a determination under *paragraph 2(1)* by the bankrupt or arranging debtor, as the case may be, to an employee, and that Act shall have effect accordingly. Formal proof of the debts to which priority is given under this subparagraph shall not be required except in cases where it may otherwise be provided under that Act.

## SCHEDULE 3 Amendments of Other Acts

## PART 1 Amendment of Building Societies Act 1989

| Item | Provision amended | Amendment |

| --- | --- | --- |

| 1 | Section 2(1) | After the definition of “society”, insert— “ ‘special investment shares’ shall be construed in accordance with section 18(1A);”. |

| 2 | Section 14(6) | Substitute “With the exception of any alteration to the rules that make changes necessary to or consequential on the issue of special investment shares, an alteration” for “An alteration”. |

| 3 | Section 17(3) | After paragraph (*a*), insert— “(*aa*) the acceptance of payments by way of subscription for special investment shares;”. |

| 4 | Section 18(1)(*b*)(i) | After “deferred”, insert “, special investment”. |

| 5 | Section 18(1) | After subsection (1), insert— “(1A) Special investment shares shall be issued only to the Minister for Finance or to such other person as he or she may nominate, and that Minister may specify the terms and conditions on which special investment shares may be issued, including terms and conditions— (*a*) that entitle the holder of the shares to such voting rights on resolutions as the terms of issue provide in accordance with section 69(3A), (*b*) that entitle the holder of the shares to appoint such number of directors of the society as the terms of issue provide in accordance with section 50(18), and (*c*) that the Minister for Finance considers necessary in the context of the Minister’s agreement to subscribe for such shares and for the purposes of the Credit Institutions (Financial Support) Act 2008, including terms and conditions relating to— (i) the capital status and priority of the shares, (ii) the redemption, repurchase or other realisation of the shares, (iii) the dividends, if any, to be paid on the shares, and (iv) the transferability of the shares, but nothing in this Act or the society’s rules shall be construed as limiting or affecting such terms and conditions, or the enforceability of, or rights arising from, such terms and conditions.”. |

| 6 | | After section 18, insert— “*Relationship framework*. 18A.—(1)(*a*) The Minister for Finance may from time to time— (i) specify in writing a relationship framework to govern the relationship between a building society that issues one or more special investment shares to the Minister for Finance or that Minister’s nominee, and that Minister or nominee, and (ii) amend or revoke any such relationship framework. (*b*) Such a relationship framework shall recognise the separation of the building society concerned from that Minister or nominee and limit the extent of any intervention by that Minister or nominee in the conduct of the building society’s business to that necessary to protect the public interest. (*c*) The relationship framework shall at all times comply with regulatory requirements. (2) The building society concerned, the Minister for Finance and any nominee of that Minister shall act in accordance with any relationship framework specified under subsection (1). (3) Parts 2 and 3 of the Competition Act 2002 shall not apply to the issue to the Minister for Finance, or that Minister’s nominee, of one or more special investment shares. (4) Section 7 of the Credit Institutions (Financial Support) Act 2008 shall not apply to the issue to the Minister for Finance, or that Minister’s nominee, of one or more special investment shares.”. |

| 7 | Section 50(1) | Substitute “subsections (11), (16) and (18) and section 69(3A)(*c*)” for “subsections (11) and (16)”. |

| 8 | Section 50 | Insert after subsection (17)— “(18) Where the terms and conditions of issue so provide, a member who holds special investment shares shall be entitled, from time to time, by notice in writing to the society, to appoint such number of directors of the society as may be specified in the terms of issue of such shares, to remove any director so appointed and to replace the person removed with another person. (19) A provision in the memorandum or rules of a society shall not operate to— (*a*) prevent the appointment of directors pursuant to subsection (18), or (*b*) have the effect of requiring a director appointed by a member holding special investment shares to be a member of the society, to hold shares in or a deposit with the society or to resign or retire from office other than in accordance with subsection (18). (20) Where the terms and conditions of issue so provide, a member who holds special investment shares shall be entitled, by ordinary resolution, to remove a director before the expiration of his or her period of office notwithstanding anything in the rules or in any agreement between the society and the director.”. |

| 9 | Section 69(1)(*a*) | Substitute— “(*a*) on a resolution other than a conversion resolution— (i) all the members who at the end of the last financial year of the society before the date of the meeting or the postal ballot, as the case may be, had held continuously shares to the value of not less than €125 for the preceding period of 6 months and continue to hold such shares on the voting date, and (ii) any member holding special investment shares; and”. |

| 10 | Section 69(3) | Substitute “Subject to subsection (3A), on” for “On”. |

| 11 | Section 69 | After subsection (3), insert— “(3A) At any time when special investment shares are in issue and their terms so provide— (*a*) no resolution may be passed without the consent in writing of the member holding such shares, (*b*) where the member holding such shares votes in favour of a resolution, that resolution shall be treated for all purposes as having been passed by a majority of the members entitled to vote on such resolution, and (*c*) notwithstanding any other provision of this Act or any provision of the society’s rules— (i) a resolution in writing signed by the member holding such shares shall be as valid and effective for all purposes as if the resolution had been passed at a general meeting of the society duly convened and held, and (ii) a resolution mentioned in subparagraph (i), if described as a special resolution or conversion resolution, shall be deemed to be such a resolution.”. |

| 12 | Section 70(2) | Substitute “Subject to section 69(3A), a resolution” for “A resolution”. |

| 13 | Section 71(1) | Substitute “Subject to section 69(3A), a resolution” for “A resolution”. |

| 14 | | After section 71, insert— “*Resolutions for special investment shares*. 71A.—(1) Where a building society proposes to issue special investment shares and its board of directors in good faith forms the opinion that the issue of such shares will assist in securing the financial position of the building society, the board of directors may, notwithstanding any provision in the society’s rules, propose a resolution to approve of the issue of such shares and a special resolution to alter the society’s memorandum and rules to give effect to all necessary and consequential changes relating to the issue of such shares. (2) Where the resolution and special resolution mentioned in subsection (1) are to be considered at a meeting, then, notwithstanding any other provision of this Act or any provision of the rules, the board of directors of the society concerned may reduce the period of notice otherwise required to be given for the meeting to a period not shorter than 5 days, if that board is of the view that the circumstances warrant it. (3) Where the resolution and special resolution mentioned in subsection (1) are to be voted on by postal ballot, then, notwithstanding any other provision of this Act or any provision of the rules, the board of directors of the society concerned may reduce the period of notice otherwise required to a period not shorter than 5 days before the date which the board specifies as the date for the postal ballot, if that board is of the view that the circumstances warrant it.”. |

| 15 | Section 73(1)(*b*) | Substitute— “(*b*) of making ineffective a demand for a poll on any such question which is made by— (i) not less than 10 members having the right to vote at the meeting, or (ii) a member holding special investment shares.”. |

## PART 2 Amendment of Central Bank Act 1942

| Item | Provision amended | Amendment | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| 1 | Section 18B(2) | Delete subsection. | | | | |

| 2 | | After section 18B, insert— “*Membership of Board and Regulatory Authority*. 18BA.—(1) Nothing in this Act shall be read so as to prevent any member of the Board from being a member of the Regulatory Authority. (2) Where more than half of the members of the Board are also members of the Regulatory Authority, then paragraph 2 of Schedule 1 shall apply as if it read ‘A quorum for all meetings of the Board is 7’.”. | | | | |

| 3 | | After section 19A, insert— | | | | |

| | | “*Decisions about certain issues involving Treaties governing European Communities and ESCB Statute.* 19B.— Where the Board is considering a budgetary or funding issue relating to the Bank or the Regulatory Authority that may have implications for the independence of the Bank or the performance by the Governor of the functions conferred on the Governor and the Bank by or under the treaties governing the European Communities (within the meaning given by section 1 of the European Communities Act 1972) or the ESCB Statute— (*a*) the Governor has the sole right to determine the issue, and (*b*) the Governor’s decision is final.”. | | | | |

| 4 | Section 25(2) | Delete subsection. | | | | |

| 5 | Section 25(3) | Delete “otherwise than by virtue of being a member of the Regulatory Authority”. | | | | |

| 6 | Section 25(4)(*b*) | Substitute— “(*b*) in order to enable the Board or the Board and the Regulatory Authority to function effectively, or (*c*) in order to facilitate a restructuring of the Board and the Authority so as to enable a closer working relationship between them.”. | | | | |

| 7 | Section 33E(1) | Substitute “The Regulatory Authority comprises no fewer than 8 and no more than 12 members” for “The Regulatory Authority comprises no fewer than 8 and no more than 10 members”. | | | | |

| 8 | Section 33E(1)(*c*) | Substitute “no fewer than 6 and no more than 10 are persons appointed by the Minister for Finance” for “no fewer than 6 and no more than 8 are persons appointed by the Minister for Finance”. | | | | |

| 9 | Section 33E | After subsection (1), insert— “(1A) Nothing in this Act shall be read so as to prevent any member of the Regulatory Authority from being a member of the Board.”. | | | | |

| 10 | Section 33I | After subsection (1), insert— “(1A) Where the Minister appoints or has appointed the Governor as a member of the Authority, then nothing in this Act shall be read so as to prevent the appointment of the Governor as its Chairperson.”. | | | | |

| 11 | Schedule 2, Part 1 | At the end, insert— “ | | | | |

| | | | | *National Asset Management Agency Act 2009* | Part 12 | |

| | | | | | | ”. |

| 12 | Schedule 3, paragraph 5(3)(*b*) | Substitute— “(*b*) in order to enable the Regulatory Authority or the Authority and the Board to function effectively, or (*c*) in order to facilitate a restructuring of the Authority and the Board so as to enable a closer working relationship between them.”. | | | | |

## PART 3 Amendment of Companies Act 1963

| Item | Provision amended | Amendment |

| --- | --- | --- |

| 1 | Section 216 | After subsection (1), insert— “(2) The court shall not make an order for the winding up of a company unless— (*a*) the court is satisfied that the company has no obligations in relation to a bank asset that has been transferred to the National Asset Management Agency or a NAMA group entity, or (*b*) if the company has any such obligation— (i) a copy of the petition has been served on that Agency, and (ii) the court has heard that Agency in relation to the making of the order. (3) In subsection (2) ‘bank asset’ and ‘NAMA group entity’ have the same respective meanings as in the *National Asset Management Agency Act 2009*.”. |

## PART 4 Amendments of Companies (Amendment) Act 1990

| Item | Provision amended | Amendment |

| --- | --- | --- |

| 1 | Section 2 | After subsection (4), insert— “(5) The court shall not make an order under this section unless— (*a*) the court is satisfied that the company has no obligations in relation to a bank asset that has been transferred to the National Asset Management Agency or a NAMA group entity, or (*b*) if the company has any such obligation— (i) a copy of the petition has been served on that Agency, and (ii) the court has heard that Agency in relation to the making of the order. (6) In subsection (5) ‘bank asset’ and ‘NAMA group entity’ have the same respective meanings as in the *National Asset Management Agency Act 2009*.”. |

| 2 | Section 4 | After subsection (6), insert— “(7) The court shall not make an order under this section unless— (*a*) the court is satisfied that the related company has no obligations in relation to a bank asset that has been transferred to the National Asset Management Agency or a NAMA group entity, or (*b*) if the related company has any such obligation— (i) a copy of the petition has been served on that Agency, and (ii) the court has heard that Agency in relation to the making of the order. (8) In subsection (7) ‘bank asset’ and ‘NAMA group entity’ have the same respective meanings as in the *National Asset Management Agency Act 2009*.”. |

## PART 5 Amendment of Finance Act 1970

| Item | Provision amended | Amendment |

| --- | --- | --- |

| 1 | Section 54 | After subsection (7D), insert— “(7E) The Minister— (*a*) may engage in such transactions of a normal banking nature with any person as he or she considers appropriate— (i) in connection with the performance of his or her functions under the *National Asset Management Agency Act 2009,* and (ii) for the purpose of the better management of any indebtedness incurred by the Minister under that Act, and (*b*) may for the purpose of those transactions issue such funds from the Exchequer as he or she considers appropriate. The expenses and other costs incurred by the Minister in connection with or arising out of those transactions shall be charged on the Central Fund or the growing produce of that Fund.”. |

## PART 6 Amendments of Landlord and Tenant (Amendment) Act 1980

| Item | Provision amended | Amendment |

| --- | --- | --- |

| 1 | Section 17(2)(*a*)(v) | Substitute “management, or” for “management.”. |

| 2 | Section 17(2)(*a*) | After subparagraph (v), insert— |

| | | “(vi) the landlord (being the National Asset Management Agency) will require possession, within 5 years after the termination of the existing tenancy, for any purpose for which that Agency is entitled to acquire (by purchase or otherwise) property under the *National Asset Management Agency Act 2009*.”. |

## PART 7 Amendments of National Treasury Management Agency Act 1990

| Item | Provision amended | Amendment |

| --- | --- | --- |

| 1 | | After section 4A, insert— *“Further powers of NTMA.* 4B.—(1) The Agency shall have all powers necessary or expedient for the performance of any function conferred on it by the *National Asset Management Agency Act 2009*. (2) The performance by the Agency of a function under the *National Asset Management Agency Act 2009* is not a function of the Agency under this Act.”. |

| 2 | Section 12 | After subsection (3), insert— “(4) The audited accounts prepared in pursuance of this section shall include a record of any expenses incurred by the Agency in the performance of functions under the *National Asset Management Agency Act 2009*.”. |

| 3 | Schedule 1 | After paragraph (*ge*), insert— “(*gf*) section 54(7E) (inserted by the *National Asset Management Agency Act 2009*) of the Finance Act 1970;”. |

| 4 | Schedule 1 | After paragraph (*t*), insert— “(*u*) *section 47* of the *National Asset Management Agency Act 2009*.”. |

## PART 8 Amendment of Planning and Development Act 2000

| Item | Provision amended | Amendment |

| --- | --- | --- |

| 1 | Section 40(3) | Substitute “In this section and sections 42 and 42A,” for “In this section and in section 42,”. |

| 2 | | After section 42, insert— |

| | | “*Power to extend appropriate period on application of NAMA.* |

| | | 42A.**—**(1) Notwithstanding section 42, on application by the National Asset Management Agency to it in that behalf a planning authority shall, as regards a particular permission as and from the expiry of that permission, extend the appropriate period by such additional period not exceeding 5 years as the authority considers requisite to enable the development to which the permission relates to be completed provided that each of the following requirements is complied with: |

| | | (*a*) either— |

| | | (i) the authority is satisfied that— (I) the development to which the permission relates was commenced before the expiration of the appropriate period sought to be extended, (II) substantial works were carried out pursuant to the permission during that period, and (III) the development will be completed within a reasonable time, or (ii) the authority is satisfied that— (I) there were considerations of a commercial, economic or technical nature beyond the control of the applicant which substantially militated against either the commencement of development or the carrying out of substantial works pursuant to the planning permission, and (II) there have been no significant changes in the development objectives in the development plan or in regional development objectives in the regional planning guidelines for the area of the planning authority since the date of the permission such that the authority would not, as a result of those changes, grant an application for permission for the development as being in material contravention of the proper planning and sustainable development of the area of the authority, (*b*) the application is in accordance with such regulations under this Act as apply to it, (*c*) any requirements of, or made under those regulations are complied with as regards the application, and (*d*) subject to subsection (7), the application is duly made prior to the end of the appropriate period. (2) (*a*) Where an application is duly made under this section to a planning authority and any requirements of, or made under, regulations under section 43 are complied with as regards the application, the planning authority shall make its decision on the application as expeditiously as possible. (*b*) Without prejudice to the generality of paragraph (*a*), it shall be the objective of the planning authority to ensure that it shall give notice of its decision on an application under this section within the period of 8 weeks beginning on— |

| | | (i) in case all of the requirements referred to in paragraph (*a*), are complied with on or before the day of receipt by the planning authority of the application, that day, and (ii) in any other case, the day on which all of those requirements stand complied with. (3) A decision to extend an appropriate period shall be made once and once only under this section and a planning authority shall not further extend the appropriate period. (4) Particulars of any application made to a planning authority under this section and of the decision of the planning authority in respect of the application shall be recorded on the relevant entry in the register. (5) Where a decision to extend is made under this section, section 40 shall, in relation to the permission to which the decision relates, be construed and have effect, subject to, and in accordance with, the terms of the decision. (6) In satisfying itself under subsection (1)(*a*)(ii), a planning authority shall have regard to any guidelines issued by the Minister under section 28, notwithstanding that they were so issued after the date of the grant of permission in relation to which an application is made under this section. (7) In relation to a permission where the expiry of the appropriate period occurs during the period beginning on or after 1 January 2009 and ending on or before 31 December 2011, NAMA may make an application to extend the appropriate period— (*a*) before the expiry of the appropriate period, or (*b*) at any time during the period of 2 years beginning on the date of expiry of the appropriate period.”. |

## PART 9 Amendment of Stamp Duties Consolidation Act 1999

| Item | Provision amended | Amendment |

| --- | --- | --- |

| 1 | | After section 108A, insert— “*National Asset Management Agency.* 108B.—(1) In this section: ‘acquired bank asset’, ‘bank asset’ and ‘participating institution’ have, respectively, the meanings given by section 4(1) of the Act of 2009; ‘Act of 2009’ means the *National Asset Management Agency Act 2009*; ‘NAMA’ means the National Asset Management Agency; ‘NAMA-subsidiary’, in relation to an instrument referred to in subsection (3), means a body corporate which at the time of execution of the instrument is associated with NAMA in accordance with the provisions of section 79. (2) (*a*) Where NAMA directly owns any part of the ordinary share capital, within the meaning of section 79, of another body corporate (in this subsection referred to as the ‘first body corporate’), then NAMA shall be deemed to be associated with the first body corporate in accordance with the provisions of section 79. (*b*) Where the first body corporate is associated, directly or indirectly, with another body corporate (referred to in this paragraph as the ‘second body corporate’) in accordance with the provisions of section 79, then NAMA shall be deemed to be associated with the second body corporate in accordance with the provisions of section 79. |

| | | (3) Stamp duty shall not be chargeable under or by reference to any Heading in Schedule 1 on an instrument— (*a*) for the sale, transfer, lease or other disposition of any property, asset or documentation to NAMA or a NAMA-subsidiary by NAMA, a NAMA-subsidiary or a participating institution, (*b*) for the transfer, to a NAMA-subsidiary or a participating institution, of securities issued in accordance with the Act of 2009 for the purposes of *section 47(2)*(*b*), *48(2)(b)* or *49* of that Act, (*c*) for the transfer to a NAMA-subsidiary by NAMA or a NAMA-subsidiary of securities issued in accordance with the Act of 2009 for the purposes of *section 47(2)(a)* or *48(2)(a)* of that Act, (*d*) for the transfer to a participating institution of a bank asset, security or other property by NAMA or a NAMA-subsidiary in connection with *section 125* of the Act of 2009, or (*e*) for the transfer or other disposition to NAMA or a NAMA-subsidiary of any property in settlement or part settlement of an acquired bank asset. (4) Section 12(2) shall not apply to an instrument to which subsection (3) applies. (5) This section applies as respects instruments executed on or after the establishment day (within the meaning of *section 4* of the Act of 2009).”. |

## PART 10 Amendments of Taxes Consolidation Act 1997

| Item | Provision amended | Amendment |

| --- | --- | --- |

| 1 | Section 172A(1)(*a*), definition of “relevant distribution” | In subparagraph (i)(II), substitute “Commission,” for “Commission, or”. |

| 2 | Section 172A(1)(*a*), definition of “relevant distribution” | After subparagraph (i)(III), insert— “(IV) the National Asset Management Agency, or a company referred to in section 616(1)(*g*), and”. |

| 3 | | After section 230A, insert— “*NAMA profits exempt from corporation tax.* 230AA.—Notwithstanding any provision of the Corporation Tax Acts, profits arising to the National Asset Management Agency shall be exempt from corporation tax.”. |

| 4 | Section 246(3) | After paragraph (*e*), insert— “(*ea*) interest paid to— (i) the National Asset Management Agency or a company referred to in section 616(1)(*g*), (ii) the State acting through the National Asset Management Agency or through a company referred to in section 616(1)(*g*), or (iii) the National Treasury Management Agency by the National Asset Management Agency or by a company referred to in section 616(1)(*g*), (*eb*) interest paid by— (i) the National Asset Management Agency, (ii) a company referred to in section 616(1)(*g*), or (iii) the State acting through the National Asset Management Agency, or through a company referred to in section 616(1)(*g*), to a person who, by virtue of the law of a relevant territory, is resident for the purposes of tax in the relevant territory, except, in a case where the person is a company, where such interest is paid to the company in connection with a trade or business which is carried on in the State by the company through a branch or agency,”. |

| 5 | Section 256(1), definition of “relevant deposit”, paragraph (*a*) | After subparagraph (iiic), insert— “(iiid) the National Asset Management Agency, (iiie) the State acting through the National Asset Management Agency,”. |

| 6 | Section 396(1) | Substitute “Subject to section 396C, where in any accounting period” for “Where in any accounting period”. |

| 7 | | After section 396B, insert— “*Relief from Corporation Tax for losses of participating institutions.* 396C.(1)(*a*) In this section ‘available losses’, in relation to an accounting period of a participating institution, means losses, carried forward from preceding accounting periods, for which relief is available under section 396(1) in that accounting period or succeeding accounting periods; ‘group company’, for an accounting period in relation to a participating institution (in this definition referred to as the ‘first-mentioned institution’), means a company which is a participating institution that has an accounting period that coincides with the accounting period of the first-mentioned institution where, throughout the accounting period of the first-mentioned institution— (*a*) the company is a subsidiary of the first-mentioned institution, (*b*) the first-mentioned institution is a subsidiary of the company, or (*c*) both the company and the first-mentioned institution are subsidiaries of a third company; ‘participating institution’ and ‘subsidiary’ have the same meanings respectively as in *section 4* of the *National Asset Management Agency Act 2009*; |

| | | ‘relevant amount’ for an accounting period in relation to a participating institution means 50 per cent of the amount, if any, by which the aggregate of the trading income, if any, of the participating institution and its group companies for the accounting period exceeds the aggregate of the trading losses, if any, incurred by the participating institution and its group companies in that accounting period; ‘relevant limit’ in relation to an accounting period of a participating institution means an amount determined by the formula A X B C where *A* is the relevant amount for the accounting period in relation to the participating institution, *B* is the aggregate amount of the trading income, if any, of the participating institution for the accounting period before any relief for available losses, and *C* is the aggregate amount of the trading income, if any, of the participating institution and its group companies for the accounting period before any relief for available losses. (*b*) For the purposes of this section— (i) an accounting period of a company coincides with an accounting period of another company if the first-mentioned accounting period begins on the same day and ends on the same day as the second-mentioned accounting period, and (ii) references to trading income or trading losses are references to trading income or trading losses, as the case may be, arising— (I) to a company resident in the State, or (II) through or from a branch or agency in the State of a company that is not so resident. |

| | | (2) Where for any accounting period a participating institution makes a claim under subsection 396(1) for relief in respect of available losses incurred, or deemed under subsection (3) to have been incurred, in a trade carried on by that institution, the amount of the losses which may be set off against trading income of the trade in that accounting period shall not exceed the relevant limit of the participating institution for that period. (3) (*a*) Subject to subsection (2) and paragraphs (*b*) and (*c*), where in relation to an accounting period— (i) a participating institution has an amount of available losses (referred to in this subsection as the ‘excess available losses’) in respect of which it cannot obtain relief for that period, and (ii) a group company in relation to that institution, having claimed all relief under section 396(1), if any, to which it would otherwise be entitled (including by reference to other claims made under this subsection), could obtain relief, or more relief, under section 396(1) for that accounting period if some or all of the excess available losses of the participating institution were deemed to have been incurred by the group company, then, on the making of a claim in that regard by the group company, the participating institution may surrender to the group company an amount of those excess available losses that does not exceed the amount for which the group company could obtain relief for that accounting period, having claimed all other relief under section 396(1) to which it is entitled, and— (I) that group company shall be deemed for the purposes of section 396(1) to have incurred those losses and shall set off the amount so surrendered against its trading income for the accounting period, which income shall be treated as reduced by that amount, and (II) the available losses of the surrendering company shall be deemed for all purposes of the Corporation Tax Acts to be reduced by the amount surrendered. (*b*) More than one group company may make a claim under this subsection relating to the same participating institution and to the same accounting period of that institution but, whether by reference to this section or any other section of the Corporation Tax Acts or any combination thereof, relief shall not be given more than once in respect of an amount of available losses. (*c*) A claim for relief under this subsection— (i) shall be made in the return required to be made under section 951 for the accounting period of the group company which is claiming the relief, (ii) shall require the consent of the participating institution notified to the inspector in such form as the Revenue Commissioners may require, and (iii) shall be made within 2 years from the end of the accounting period to which the claim relates. |

| | | (4) (*a*) Subject to subparagraph (*b*), where the inspector ascertains that any relief claimed in accordance with this section is or has become excessive, he or she may make an assessment to corporation tax under Case I of Schedule D in the amount which in his or her opinion ought to be charged. (*b*) Subparagraph (*a*) is without prejudice to the making of an assessment under section 919(5)(*b*)(iii) and to the making of all such other adjustments by means of discharge or repayment of tax or otherwise as may be required where a company has obtained too much relief. (5) This section has effect for accounting periods commencing on or after the passing of the *National Asset Management Agency Act 2009*.”. |

| 8 | Section 495(10) | Substitute— “(10) Subject to section 507, the company shall not at any time in the relevant period— (*a*) control (or together with any person connected with it control) another company or be under the control of another company (or of another company and any person connected with that other company) unless such control is exercised by the National Asset Management Agency, or by a company referred to in section 616(1)(*g*), or (*b*) be a 51 per cent subsidiary of any company other than the National Asset Management Agency or a company referred to in section 616(1)(*g*), or itself have a 51 per cent subsidiary, and no arrangements shall be in existence at any time in that period by virtue of which the company could fall within paragraph (*a*) or (*b*).”. |

| 9 | Section 530(1) | After the definition of “meat processing operations”, insert: “ ‘NAMA’ and ‘NAMA group entity’ have the same meanings, respectively, as they have in the *National Asset Management Agency Act 2009*;”. |

| 10 | Section 530(1), definition of “relevant contract” | After “of employment”, insert “, or a contract between NAMA and a NAMA group entity or a contract between a NAMA group entity and another NAMA group entity”. |

| 11 | Section 616(1) | After paragraph (*f*), insert: “(*g*) Notwithstanding paragraph (*b*)— (i) a company (in this paragraph referred to as the ‘first-mentioned company’) shall be an effective 75 per cent subsidiary of the National Asset Management Agency where that Agency directly owns any part of the ordinary share capital of that company, and (ii) any other company which is an effective 75 per cent subsidiary of the first-mentioned company shall be an effective 75 per cent subsidiary of the National Asset Management Agency.”. |

| 12 | Section 623(2) | Substitute “Subject to subsection (2A), this section applies where—” for “This section applies where—”. |

| 13 | Section 623 | After subsection (2), insert— “(2A) (*a*) This section does not apply to a bank asset where that asset is acquired on or after the establishment day by— (i) NAMA, or (ii) a company to which section 616(1)(*g*) relates from that Agency or a company to which that paragraph relates. (*b*) In this subsection ‘bank asset’, ‘establishment day’ and ‘NAMA’ have the same meanings, respectively, as they have in the *National Asset Management Agency Act 2009*.”. |

| 14 | | After section 644AA, insert— “*Treatment of profits or gains from land rezonings*. 644AB.—(1) In this section— ‘basis period’ has the same meaning as in section 127(1); ‘company’ has the same meaning as in section 4; ‘construction operations’, in relation to land, means operations of any of the descriptions referred to in the definition of ‘construction operations’ in section 530(1); ‘development land-use’ means residential, commercial or industrial uses or a mixture of such uses; ‘distribution’ has the same meaning as in section 130(2); ‘non-development land-use’ means a land-use which is agricultural, open space, recreational or amenity use or a mixture of such uses; ‘qualifying land’ means land which is disposed of at any time in the course of a business, being land— (*a*) disposed of to an authority possessing compulsory purchasing powers where the Revenue Commissioners are satisfied that the disposal would not have been made but for the exercise of those powers or the giving by the authority of formal notice of its intention to exercise those powers, or (*b*) disposed of by a company referred to in section 616(1)(*g*); ‘rezoning’ means a change in the zoning of land in a development plan or local area plan made or varied on or after 30 October 2009 under Part II of the Planning and Development Act 2000 from non-development land-uses to development land-uses or from one development land-use to another development land-use including a mixture of such uses. (2) This section applies to— (*a*) profits or gains arising from dealing in, or developing, land in the course of a business consisting of or including dealing in or developing land which is, or is regarded as, a trade within Schedule D or part of such a trade, or (*b*) any gain of a capital nature arising directly or indirectly from the disposal of land which, by virtue of section 643, constitutes profits or gains chargeable to tax under Case IV of Schedule D, to the extent to which the profits or gains are attributable to the rezoning of that land. (3) Notwithstanding any provision to the contrary in the Corporation Tax Acts, but subject to this section, a company shall not be chargeable to corporation tax in respect of profits or gains to which this section applies and, accordingly, such profits or gains shall not be regarded as profits or gains of the company for the purposes of corporation tax. (4) Notwithstanding any other provision of the Tax Acts and subject to subsections (6) and (7), to the extent to which profits or gains of a basis period for a year of assessment consist of profits or gains to which this section applies— (*a*) those profits or gains shall be chargeable to income tax for such year at the rate of 80 per cent, and (*b*) those profits or gains shall be disregarded for all the purposes of the Tax Acts, other than those relating to the assessment, collection and recovery of income tax and of any interest or penalties on that tax. (5) (*a*) To the extent that a loss is attributable to the rezoning of land referred to in subsection (2), that loss— (i) may be carried forward and may only be deducted from or set off against the amount of profits or gains to which this section applies for any subsequent year of assessment, and (ii) in the case of a company, shall be disregarded for the purposes of the Corporation Tax Acts. (b) Any relief under this subsection shall be given as far as possible against the profits or gains for the first subsequent year of assessment and, in so far as it cannot be so given, from the profits or gains for the next year of assessment and so on for succeeding years. (6) Where an individual is chargeable to tax in accordance with subsection (4) in respect of profits or gains, the profits or gains shall not be included in reckonable income— (*a*) within the meaning of section 2(1) of the Social Welfare Consolidation Act 2005, or (*b*) within the meaning of section 1 of the Health Contributions Act 1979, for the purposes of those Acts or any regulations made under those Acts. (7) For the purposes of the Tax Acts in computing the profits or gains to which this section applies, no account shall be taken, in determining those profits or gains, of that part, if any, of profits or gains which are attributable to— (*a*) construction operations on the land, or (*b*) qualifying land. (8) Where, in order to give effect to the provisions of subsections (2), (4) and (7), an apportionment of profits and gains, amounts receivable or expenses incurred is required to be made, such apportionment shall be made in a manner that is just and reasonable. (9) Where a distribution is made by a company in part out of profits or gains to which this section applies and in part out of other profits or gains, then the distribution shall be treated as if it consisted of 2 distributions respectively made out of the profits or gains to which this section applies and out of other profits or gains. (10) So much of any distribution as has been made out of profits or gains to which this section applies shall not be regarded as income for any purpose of the Income Tax Acts or be included in reckonable income— (*a*) within the meaning of section 2(1) of the Social Welfare Consolidation Act 2005, or (*b*) within the meaning of section 1 of the Health Contributions Act 1979, for the purposes of those Acts or any regulations made under those Acts. (11) This section shall apply as respects the year of assessment 2010 and subsequent years of assessment.”. |

| 15 | | After section 649A, insert— “*Windfall gains from rezonings: rate of charge*. 649B.—(1) In this section— ‘development land-use’ means residential, commercial or industrial uses or a mixture of such uses; ‘loss arising on rezoning’ means a loss realised on or after 30 October 2009 on a disposal of land to the extent to which that loss is attributable solely to a decrease in the market value of the land arising on a rezoning, and which loss has not otherwise been effectively relieved; ‘non-development land-use’ means a land-use which is agricultural, open space, recreational or amenity use or a mixture of such uses; ‘rezoning’ means a change in the zoning of land in a development plan or local area plan made or varied on or after 30 October 2009 under Part II of the Planning and Development Act 2000 from non-development land-uses to development land-uses or from one development land-use to another development land-use including a mixture of such uses. ‘windfall gain’ means any increase in the market value of land which is attributable to rezoning. (2) This section applies to a relevant disposal, made on or after 30 October 2009, where the disposal consists of land that (*a*) has been the subject of rezoning since its acquisition by the person making the disposal, (*b*) was acquired from a connected person and the acquisition cost for the purposes of the Capital Gains Tax Acts was other than market value, where the rezoning took place during the ownership period of either person, or (*c*) was the subject of a sequence of transfers between connected persons, if the rezoning took place during the period between the date of disposal and the latest date at which the acquisition cost, at any step in the sequence, was market value. (3) Notwithstanding section 28(3), the rate of capital gains tax in respect of a chargeable gain, being the lesser of the gain arising on the disposal and the windfall gain, accruing to a person on a relevant disposal to which this section applies shall be 80 per cent. (4) This section shall not apply to a disposal of land to which subsection (2) relates where (*a*) the land is disposed of to an authority possessing compulsory purchasing powers, but only if the Revenue Commissioners are satisfied that the disposal would not have been made but for the exercise of those powers or the giving by the authority of formal notice of its intention to exercise those powers, or (*b*) the disposal is a disposal by a company referred to in section 616(1)(*g*), and, accordingly, the rate of capital gains tax in respect of a chargeable gain on a relevant disposal referred to in paragraphs (*a*) to (*c*) shall be the rate specified in section 28(3). (5) Notwithstanding any provision to the contrary in the Capital Gains Tax Acts, any loss accruing on any disposal shall not be deducted from a chargeable gain to which this section applies except a loss arising on a rezoning. (6) This section shall apply to relevant disposals made on or after 30 October 2009.”. |

| 16 | Section 730D(2)(*b*)(v) | Delete “or”. |

| 17 | Section 730D(2)(*b*)(vi) | After “Court,” insert “or”. |

| 18 | Section 730D(2)(*b*) | After subparagraph (vi), insert— “(vii) the National Asset Management Agency,”. |

| 19 | Section 730E(3)(*e*)(v) | Delete “or”. |

| 20 | Section 730E(3)(*e*)(vi) | After “Court,” insert “or”. |

| 21 | Section 730E(3)(*e*) | After subparagraph (vi), insert— “(vii) the National Asset Management Agency,”. |

| 22 | Section 730E(3)(*f*) | Substitute “paragraph (*e*)” for “subparagraph (i) to (v), or (vi) of paragraph (*e*)”. |

| 23 | Section 739D(6) | After paragraph (*k*), insert— “(*ka*) is the National Asset Management Agency and has made a declaration to that effect to the investment undertaking,”. |

| 24 | Section 980 | After subsection (11), insert— “(12) The enforcement of a debt security by the National Asset Management Agency or by a company to which section 616(1)(*g*) relates does not constitute consideration for the purposes of this section. (13) Subsection (9) does not apply to the National Asset Management Agency or to a company to which section 616(1)(*g*) relates. (14) This section does not apply to a disposal by a company that would be a company to which section 616(1)(*g*) relates if the reference in that section to a 75 per cent subsidiary were a reference to a 51 per cent subsidiary. (15) For the purposes of this section, the enforcement of a debt security by the National Asset Management Agency or by a company to which section 616(1)(*g*) relates shall not be treated as a disposal of an asset.”. |

| 25 | Schedule 13 | After paragraph 173, insert— “174. The National Asset Management Agency or a company to which section 616(1)(*g*) relates.”. |

| 26 | Schedule 15, Part 1 | After paragraph 42, insert— “43. The National Asset Management Agency.”. |

## PART 11 Amendments of Value-Added Tax Act 1972

| Item | Provision amended | Amendment |

| --- | --- | --- |

| 1 | Section 4B(2) | Substitute “Subject to subsections (3), (5), (7) and (8)” for “Subject to subsections (3), (5) and (7)”. |

| 2 | Section 4B(5) | Substitute “Subject to subsection (8), where a taxable person” for “Where a taxable person”. |

| 3 | Section 4B(7) | After paragraph (*b*), insert— “(*c*) Where a relevant supply is a supply of immovable goods to which this subsection would apply, the recipient shall be treated thereafter, for the purposes of this subsection in respect of those immovable goods, as if it were a person connected (within the meaning of section 7A) to the person who developed those immovable goods. (*d*) In this subsection and in subsection (8)— ‘recipient’ has the meaning assigned to it by section 8(1C); ‘relevant supply’ has the meaning assigned to it by section 8(1C).”. |

| 4 | Section 4B | After subsection (7), insert— “(8) (*a*) Where a relevant supply occurs and where that supply would otherwise be exempt in accordance with subsection (2) the recipient may opt to tax that supply (in this subsection referred to as an ‘option for taxation’), and where that option is exercised, tax shall, notwithstanding subsection (2), be chargeable on that supply, and in that case subsection (5) shall not apply. The option for taxation shall not apply to relevant supplies that are exempt in accordance with section 4(9) or subsection (2) or (6)(*b*) of section 4C. (*b*) The option for taxation shall be deemed to be exercised by the recipient in relation to a relevant supply which would otherwise be exempt in accordance with paragraphs (*b*), (*c*), (*d*) and (*e*) of subsection (2).”. |

| 5 | Section 8 | After subsection (1B), insert— “(1C)(*a*) Where a relevant supply occurs, then the recipient shall in relation to that supply be an accountable person and shall be liable to pay the tax chargeable in relation to that supply as if that recipient made that supply of goods in the course or furtherance of business. (*b*) Where paragraph (*a*) applies the supplier shall not be accountable for or liable to pay the tax in relation to the relevant supply. (*c*) In this subsection— ‘NAMA’ has the meaning assigned to it by the *National Asset Management Agency Act 2009*; ‘NAMA entity’ means a person or body of persons to which NAMA is connected within the meaning of section 7A; ‘relevant supply’ means a supply of goods being a transfer of ownership of goods effected by a vesting order made in accordance with *section 153* of the *National Asset Management Agency Act 2009*; ‘recipient’ in relation to a relevant supply means NAMA and any NAMA entity; ‘supplier’ in relation to a relevant supply means the chargor referred to in *section 153* of the *National Asset Management Agency Act 2009*.”. |

| 6 | Section 12(1)(*a*)(iiic) | Substitute “section 4B(6)(*a*), 4(8) or 8(1C)” for “section 4B(6)(*a*) or 4(8)”. |

| 7 | Section 12E | After subsection (9), insert— “(9A) (*a*) Subsection (9) shall not apply where— (i) a connected supply occurs and the seller enters into a written agreement with the purchaser to the effect that that purchaser shall be responsible for all obligations under this section in relation to the capital good from the date of the supply or transfer of that capital good, as if— (I) the total tax incurred and the amount deducted by that seller in relation to that capital good were the total tax incurred and the amount deducted by that purchaser, and (II) any adjustments required to be made under this section by that purchaser were made, and (ii) the seller issues a copy of the capital good record in respect of the capital good referred to in subparagraph (i) to the purchaser. (*b*) Where paragraph (*a*) applies the purchaser shall be responsible for the obligations referred to in paragraph (*a*)(i) and shall use the information in the copy of the capital good record issued by the seller in accordance with paragraph (*a*)(ii) for the purposes of calculating any tax chargeable or deductible in accordance with this section in respect of that capital good by that purchaser from the date on which the supply or transfer referred to in paragraph (*a*)(i) occurs. |

| | | (*c*) In this subsection— ‘connected supply’ means a supply or transfer of a capital good which is a supply or transfer on which a seller would, but for the application of this subsection be obliged to calculate an amount of tax due in accordance with subsection (9); ‘purchaser’ means the person to whom the supply or transfer referred to in subsection (9) is made; ‘seller’ means the capital goods owner referred to in subsection (9) who makes the supply or transfer of the capital good referred to in that subsection.”. |