Companies Act 2014

An Act to consolidate, with amendments, certain enactments relating to companies and to provide for related matters.

[23rd December, 2014]

Be it enacted by the Oireachtas as follows:

PART 1 PRELIMINARY AND GENERAL

1. Short title and commencement

1. (1) This Act may be cited as the Companies Act 2014.

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

• (3) Without prejudice to the generality of subsection (2), an order or orders under that subsection may appoint different days for the coming into operation of section 4 or 1325 so as to effect the repeal or revocation provided by section 4 or 1325 of—

• (a) an enactment specified in Part 1 or Part 2 of Schedule 2 or in Schedule 15, as the case may be, on different days for different purposes; or

• (b) different provisions of an enactment specified in Part 1 or Part 2 of Schedule 2 or in Schedule 15, as the case may be, on different days.

2. Interpretation generally

2. (1) In this Act—

F1[…]

“Acting Director” means a person appointed under section 948 as the Acting Director of Corporate Enforcement;

“Act of 1963” means the Companies Act 1963;

“Act of 1990” means the Companies Act 1990;

“agent” does not include a person’s counsel acting as such;

“amendment”, in relation to a constitution, includes an alteration and a deletion;

“annual general meeting” means the meeting provided for in section 175;

“annual return” has the meaning given to it by section 342;

“annual return date” has the meaning given to it by section 343;

“appropriate rate”, in relation to interest, means—

• (a) subject to paragraph (b), 5 per cent per annum; or

• (b) such other rate as may be specified by order made by the Minister under subsection (7);

“articles” means articles of association;

“assignee in bankruptcy” means the Official Assignee (within the meaning of the Bankruptcy Act 1988) or a creditors’ assignee (within the meaning of that Act);

“authorised market operator” means a market operator (within the meaning of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004) who, for the time being, is authorised under—

• (a) the European Communities (Markets in Financial Instruments) Regulations 2007 (S.I. No. 60 of 2007); or

• (b) the measures adopted by another Member State to implement that Directive,

to operate the business of a regulated market (within the meaning of that Directive);

F2["Authority" means the Corporate Enforcement Authority (but that title appears set out in full in any provision where it is desirable to avoid confusion or otherwise to provide clarity on the matter);]

F3["Bank Recovery and Resolution Regulations" means the European Union (Bank Recovery and Resolution) Regulations 2015 (S.I. No. 289 of 2015);]

“Bankruptcy Acts” means the Bankruptcy Act 1988 and any enactment amending or extending that Act;

“book and paper” and “book or paper” includes deeds, writings and documents and, where not separately mentioned in the provision concerned, accounting records;

“books and documents” and “books or documents” includes deeds, writings and records made in any other manner and, where not separately mentioned in the provision concerned, accounting records;

“called-up share capital”, in relation to a company, means so much of its share capital as equals the aggregate amount of the calls made on its shares, whether or not those calls have been paid, together with any share capital paid up without being called and any share capital to be paid on a specified future date under the company’s constitution, the terms of allotment of the relevant shares or any other arrangements for payment of those shares, and “uncalled share capital” shall be read accordingly;

“category 1 offence” means an offence the penalties for which are specified in section 871(1);

“category 2 offence” means an offence the penalties for which are specified in section 871(2);

“category 3 offence” means an offence the penalties for which are specified in section 871(3);

“category 4 offence” means an offence the penalties for which are specified in section 871(4);

“Central Bank” means the Central Bank of Ireland;

“child” includes a step-child and an adopted child and “son”, “daughter” and “parent” shall be read accordingly;

“civil partner” has the meaning given to it by the Civil Partnership and Certain Rights and Obligations of Cohabitants Act 2010;

“Community act” means an act adopted by an institution of the European Union;

“company”—

• (a) in Parts 2 to 14, shall be read in accordance with section 10;

• (b) subject to the foregoing, means a company formed and registered under this Act, or an existing company;

“company having a sole director” shall be read in accordance with subsection (8);

“constitution” means the constitution of a company as provided for in section 19 or, in the case of a company that is not a private company limited by shares, as provided for in Part 16, 17, 18, 19 or 24, as appropriate;

“contravention” includes a failure to comply;

“contributory” has the meaning given to it by section 559;

“court”—

• (a) without prejudice to paragraphs (b) and (c), where used in any provision of this Act in relation to a company, means—

• (i) the High Court; or

• (ii) where another court is specified for the purposes of that provision — that court;

• (b) where used in relation to proceedings for an offence, means—

• (i) in the case of an offence that is being prosecuted summarily — the District Court; or

• (ii) in any other case — the court with jurisdiction in the matter concerned;

• (c) where used in connection with proceedings for a debt or the recovery of a sum otherwise provided by this Act to be recoverable and a particular court or a court of competent jurisdiction is not specified for the purpose, means any court of competent jurisdiction;

F4[…]

“CRO Gazette” means the Companies Registration Office Gazette referred to in section 887(7);

“debenture” includes debenture stock, bonds and any other securities of a company whether constituting a charge on the assets of the company or not;

“de facto director” shall be read in accordance with section 222;

“deliver” includes send or forward and, in the case of a requirement to deliver a document, notice or thing to the Registrar, where the provision concerned itself does not indicate that that is the purpose of its delivery, means deliver the document, notice or thing to the Registrar for the purposes of its registration;

“director” includes any person occupying the position of director by whatever name called;

“Director” means the Director of Corporate Enforcement (but that title appears set out in full in any provision where it is desirable to avoid confusion or otherwise to provide clarity on the matter) and includes an Acting Director while so acting and, in relation to a particular power of the Director, a delegate to whom the power is delegated under section F5[952];

“document” includes summons, notice, order and other legal process, and register;

“EEA Agreement” means the Agreement on the European Economic Area signed at Oporto on 2 May 1992, as adjusted by the Protocol signed at Brussels on 17 March 1993;

“EEA state” means a state, including the State, which is a contracting party to the EEA Agreement;

“electronic means” or “electronic communications” includes the use of electronic mail;

“enactment” means a statute or an instrument made under a power conferred by a statute;

“examiner” means an examiner appointed under section 509 or 517;

“existing company” means a company formed and registered in a register kept in the State under the Joint Stock Companies Acts, the Companies Act 1862, the Companies (Consolidation) Act 1908 or the Act of 1963;

“extended notice” has the meaning given to it by section 396;

“extraordinary general meeting” shall be read in accordance with section 177;

“financial year” shall be read in accordance with section 288;

“hire-purchase agreement” has the same meaning as it has in the Consumer Credit Act 1995;

“holding company” has the meaning given to it by section 8;

“insolvency proceedings”, other than in Chapter 15 of Part 11, means insolvency proceedings opened under Article 3 of the Insolvency Regulation in a Member State, other than the State and Denmark, where the proceedings relate to a body corporate;

“Insolvency Regulation” means Council Regulation (EC) No. 1346/2000 of 29 May 2000 on insolvency proceedings;

F4[…]

“Joint Stock Companies Acts” means the Joint Stock Companies Act 1856, the Joint Stock Companies Acts 1856, 1857, the Joint Stock Banking Companies Act 1857 and the Act to enable Joint Stock Banking Companies to be formed on the principle of limited liability, or any one or more of those Acts as the case may require, but does not include the Act 7 & 8 Victoria, Chapter 110;

“limited company” means a company the liability of whose members is limited;

“members’ voluntary winding up” has the meaning given to it by section 559(1);

“memorandum” means memorandum of association;

“Minister”, other than in Parts 23 and 24, means the Minister for Jobs, Enterprise and Innovation;

“officer”, in relation to a body corporate, includes a director or secretary;

F6["officer of the Authority" means—

• (a) a member of staff of the Authority,

• (b) an officer of the Minister assigned to the Authority,

• (c) a member of the Garda Síochána seconded to the Authority, or

• (d) a person employed by the Minister or the Authority, under a contract for service or otherwise, to assist the Authority in performing functions of the Authority under this Act or any other enactment;]

“ordinary resolution” has the meaning given to it by section 191;

“prescribed”—

• (a) subject to paragraphs (b), (c) and (d), means prescribed by regulations made by the Minister;

• (b) in Part 11, unless a power of the Supervisory Authority to prescribe by regulations is provided or that Part otherwise makes express provision—

• (i) means prescribed by rules of court; and

• (ii) where a power of the Minister to prescribe is provided, means prescribed by the means referred to in paragraph (a);

• (c) in Part 15, where a power of the Minister to prescribe is provided or the provision in which the expression appears does not indicate otherwise, means prescribed by the means referred to in paragraph (a); and

• (d) in Parts 23 and 24, means prescribed by regulations made by the Minister for Finance;

“printed” includes reproduced in any legible and durable form approved by the Registrar;

“prior Companies Acts” means—

• (a) the Companies Acts 1963 to 2005;

• (b) Parts 2 and 3 of the Investment Funds, Companies and Miscellaneous Provisions Act 2006;

• (c) the Companies (Amendment) Act 2009;

• (d) the Companies (Miscellaneous Provisions) Act 2009;

• (e) the Companies (Amendment) Act 2012;

• (f) the Companies (Miscellaneous Provisions) Act 2013; and

• (g) every other enactment passed or made before the commencement of this section which provides that it is to be read as one with the Companies Acts;

“private company limited by shares” means, unless otherwise indicated, a private company limited by shares registered under Part 2 as distinct from a designated activity company of the type referred to in section 965(2)(a);

F7["process adviser" has the meaning assigned to it by section 558A;]

“prospectus” means a document or documents in such form and containing such information as may be required by or under Irish prospectus law or EU prospectus law (within the meaning of Chapter 1 of Part 23), howsoever the document or documents are constituted, but does not include any advertisements in newspapers or journals derived from the foregoing;

“public holiday” means a day which is a public holiday under the Organisation of Working Time Act 1997;

F8["public-interest entity" has the meaning given to it by Part 27;]

“public limited company” includes (in Parts 2 to 15) an investment company within the meaning of Part 24;

“receiver of the property of a company” shall be read in accordance with subsection (9);

“register” shall be read in accordance with section 887(2);

“registered office”, in relation to a company, means the office provided for in section 50;

“Registrar” means—

• (a) the registrar appointed under section 887(3); or

• (b) the person referred to in subsection (6) (which relates to the existing Registrar of Companies) of section 887 for so long as the person holds office in accordance with subsection (5) of that section;

F9[“Registrar of Beneficial Ownership” means the Registrar of Beneficial Ownership of Companies and Industrial and Provident Societies;]

F8[“Regulation (EU) 2016/679” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016⁴ on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation);]

“related company” shall be read in accordance with subsections (10) and (11);

“resolution for voluntary winding up” means a resolution referred to in—

• (a) section 202(1)(a)(i) as it relates to section 579; or

• (b) section 580(1) or 586(2),

to wind up a company voluntarily;

“sealed”, other than in provisions governing the use of a company’s common seal or of any official seal of it, means executed in the manner specified in section 64 of the Land and Conveyancing Law Reform Act 2009 (but only to the extent that that section 64 obviates the need for a seal);

“shadow director” shall be read in accordance with section 221;

“share” means share in the share capital of a company, and includes stock except where a distinction between stock and shares is express or implied;

“single-member company” has the meaning given to it by section 196;

“special resolution” has the meaning given to it by section 191;

F10[“statutory auditor” means an individual or a firm (within the meaning of Part 27) that stands approved as a statutory auditor or statutory audit firm, as the case may be, under Part 27, and includes a firm registered in accordance with section 1465;]

“subscribe” includes, where the means of authentication referred to in section 888 are employed, subscribe in the prescribed non-legible form;

“subsidiary” has the meaning given to it by section 7;

“Summary Approval Procedure” has the meaning given to it by section 202;

“Supervisory Authority” has the meaning given to it by section 900(1);

“system of interconnection of registers” means the system of interconnection of central commercial and companies registers established in accordance with Article 4a(2) of Directive 2009/101/EC of the European Parliament and of the Council of 16 September 2009;

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

“written resolution” has the meaning given to it by section 191(8).

• (2) A word or expression used in Part 6 and also used in another Part of this Act has, in that other Part, the same meaning as it has in Part 6.

• (3) A reference in this Act to Table A in the First Schedule to the Act of 1963 shall, where appropriate, be read as a reference to Tábla A in that Schedule.

• (4) References in this Act to a body corporate or to a corporation shall be read as not including a corporation sole, but as including a company or body corporate incorporated outside the State.

• (5) Any provision of this Act overriding or interpreting a company’s constitution shall, except as provided by this Act, apply in relation to the constitution in force on the provision’s commencement as well as to regulations of the constitution coming into force thereafter.

• (6) References in this Act to a person being in partnership with another are references to the person’s being in partnership, within the meaning of section 1(1) of the Partnership Act 1890, with that person and references to a partner of a person shall be read accordingly.

• (7) The Minister may, by order, specify a rate of interest for the purposes of paragraph (b) of the definition of “appropriate rate” in subsection (1).

• (8) In this Act a reference to a company having a sole director is a reference to its having, for the time being and for whatever reason, a single director (and this applies notwithstanding a stipulation in the constitution that there be 2 directors, or a greater number).

• (9) In this Act a reference to a receiver of the property of a company includes—

• (a) a reference to—

• (i) a receiver and manager of the property of a company; or

• (ii) a manager of the property of a company;

• (b) a reference to a receiver or to a receiver and manager or to a manager, of part only of that property; and

• (c) a reference to a receiver only of the income arising from that property or from part of it.

• (10) For the purposes of this Act, a company is related to another company if—

• (a) that other company is its holding company or subsidiary; or

• (b) more than half in nominal value of its equity share capital (within the meaning of section 7(11)) is held by the other company and companies related to that other company (whether directly or indirectly, but other than in a fiduciary capacity); or

• (c) more than half in nominal value of the equity share capital (within the meaning of section 7(11)) of each of them is held by members of the other (whether directly or indirectly, but other than in a fiduciary capacity); or

• (d) that other company or a company or companies related to that other company, or that other company together with a company or companies related to it, are entitled to exercise or control the exercise of more than one half of the voting power at any general meeting of the company; or

• (e) the businesses of the companies have been so carried on that the separate business of each company, or a substantial part thereof, is not readily identifiable; or

• (f) there is another body corporate to which both companies are related,

and “related company” has a corresponding meaning; for the purpose of any preceding paragraph of this subsection that contains a reference to a company being related to another, the provisions of this subsection also apply to the construction of each such reference.

• (11) For the purposes of subsection (10) “company” includes any body that is capable of being wound up under this Act.

3. Periods of time

3. (1) Where the time limited by any provision of this Act for the doing of anything expires on a Saturday, a Sunday or a public holiday, the time so limited shall extend to and the thing may be done on the first following day that is not a Saturday, a Sunday or a public holiday.

• (2) Where in this Act anything is required or allowed to be done within a number of days not exceeding 6, a day that is a Saturday, a Sunday or a public holiday shall not be reckoned in computing that number.

4. Repeals and revocations

4. (1) The Acts of the Oireachtas specified in Part 1 of Schedule 2 are repealed to the extent specified in the third column of that Part.

• (2) The statutory instruments specified in Part 2 of Schedule 2 are revoked to the extent specified in the third column of that Part.

• (3) This section is in addition to section 1325 and Schedule 15 (repeals related to an unregistered company becoming registered under this Act).

5. Savings and transitional provisions

5. (1) As provided under Part 17, 18, 19 or 24, as appropriate, the repeal by this Act of any enactment shall not affect the incorporation of any company registered under any enactment so repealed.

• (2) The effect of this Act in relation to a private company limited by shares incorporated under any former enactment relating to companies is provided for in Chapter 6 of Part 2.

• (3) Any document referring to any former enactment relating to companies shall be read as referring to the corresponding enactment of this Act.

• (4) Any person, appointed to any office under or by virtue of any former enactment relating to companies, who is in office immediately before the commencement of the provision concerned of this Act, shall be deemed to have been appointed to that office under or by virtue of the provision concerned of this Act.

• (5) Any register, kept under any former enactment relating to companies, shall be deemed part of the register to be kept under the corresponding provision of this Act.

• (6) All funds and accounts constituted under this Act shall be deemed to be in continuation of the corresponding funds and accounts constituted under the former enactments relating to companies.

• (7) Schedule 6 contains further savings and transitional provisions and shall have effect accordingly.

• (8) This section is without prejudice to—

• (a) the generality of the Interpretation Act 2005 and, in particular, section 27 of it; and

• (b) the special provision made in certain provisions of this Act for transitional matters as they relate to those provisions.

• (9) In this section “former enactment relating to companies” means any enactment repealed or revoked by this Act and any enactment repealed or revoked by the Act of 1963 or the Companies (Consolidation) Act 1908.

6. Construction of references in other Acts to companies registered under Companies (Consolidation) Act 1908 and Act of 1963

6. (1) References in any Act, other than this Act, to a company formed and registered, or registered, under the Companies (Consolidation) Act 1908 or the Act of 1963 shall, unless the contrary intention appears, be read as references to a company formed and registered, or registered, under whichever of those Acts is appropriate or this Act.

• (2) Subsection (1) applies despite section 26(2)(f) of the Interpretation Act 2005 (which provides that where an Act repeals and re-enacts, with or without modification, any provisions of a former Act, references in any other Act to the provisions so repealed shall, unless the contrary intention appears, be read as references to the provisions of the new Act relating to the same subject-matter as that of the former Act).

7. Definition of “subsidiary”

7. (1) In this section the expressions “superior company” and “lower company” are used solely to assist the understanding of its terms and—

• (a) are not indicative of the status (in any manner not relevant to this section) of the respective companies vis a vis one another; and

• (b) do not constitute definitions to which regard must be had for any other purpose of this Act.

• (2) For the purposes of this Act, a company (the “lower company”) is, subject to subsection (5), a subsidiary of another (the “superior company”) if, but only if—

• (a) the superior company—

• (i) is a shareholder or member of it and controls the composition of its board of directors; or

• (ii) holds more than half in nominal value of its equity share capital; or

• (iii) holds more than half in nominal value of its shares carrying voting rights (other than voting rights which arise only in specified circumstances); or

• (iv) holds a majority of the shareholders’ or members’ voting rights in the lower company; or

• (v) is a shareholder or member of it and controls alone, pursuant to an agreement with other shareholders or members, a majority of the shareholders’ or members’ voting rights;

or

• (b) the superior company has the right to exercise a dominant influence over it—

• (i) by virtue of provisions contained in the lower company’s constitution; or

• (ii) by virtue of a control contract;

or

• (c) the superior company has the power to exercise, or actually exercises, dominant influence or 12.control over it; or

• (d) the superior company and the lower company are managed by the superior company on a unified basis; or

• (e) the lower company is a subsidiary (by virtue of the application of any of the provisions of this section) of any company which is the superior company’s subsidiary (by virtue of such application).

• (3) For the purposes of subsection (2)(a)(i), the composition of the lower company’s board of directors shall be regarded as being controlled by the superior company if, but only if, the latter company, by the exercise of some power exercisable by it without the consent or concurrence of any other person, can appoint or remove the holders of all or a majority of the directorships.

• (4) In applying subsection (3), the superior company shall be deemed to have power to appoint to a directorship in relation to which any of the following conditions is satisfied—

• (a) that a person cannot be appointed to the directorship without the exercise in his or her favour by the superior company of such a power as is mentioned in that subsection; or

• (b) that a person’s appointment to the directorship follows necessarily from his or her appointment as director of the superior company.

• (5) In determining whether the lower company is a subsidiary of the superior company—

• (a) any shares held or power exercisable by the superior company in a fiduciary capacity shall be treated as not held or exercisable by it;

• (b) subject to paragraphs (c) and (d), any shares held or power exercisable—

• F11[(i) by any person as a nominee for the superior company or by any person acting in that person’s own name but on behalf of the superior company (except where, in either case, the superior company is concerned only in a fiduciary capacity), or,]

• (ii) by, or by a nominee for, F12[or by any person acting in that person’s own name but on behalf of,] a subsidiary of the superior company, not being a subsidiary which is concerned only in a fiduciary capacity,

shall be treated as held or exercisable by the superior company;

• (c) any shares held or power exercisable by the superior company or a nominee for the superior company or a subsidiary of it shall be treated as not held or exercisable by the superior company where the shares are so held or the power is so exercisable by way of security but only if such power or the rights attaching to such shares are exercised in accordance with instructions received from the person providing the security;

• (d) any shares held or power exercisable by the superior company or by a nominee for the superior company or a subsidiary of it shall be treated as not held or exercisable by the superior company if the ordinary business of the superior company or its subsidiary, as the case may be, includes the lending of money and the shares are so held or the power is so exercisable by way of security but only if such power or the rights attaching to such shares are exercised in the interests of the person providing the security.

• (6) For the purposes of subsection (2)(a)(iv) and (v), the total of the voting rights of the shareholders or members in the lower company shall be reduced by the following—

• (a) the voting rights attached to shares held by the lower company in itself; and

• (b) the voting rights attached to shares held in the lower company by any of its subsidiaries; and

• (c) the voting rights attached to shares held by a person acting in his or her own name but on behalf of the lower company or one of the lower company’s own subsidiaries.

• (7) For the purposes of subsection (2)(b), a company shall not be regarded as having the right to exercise a dominant influence over another company unless it has a right to give directions with respect to the operating and financial policies of that other company which its directors are obliged to comply with.

• (8) In subsection (2)(b) “control contract” means a contract in writing conferring such a right as is there referred to which—

• (a) is of a kind authorised by the constitution of the company in relation to which the right is exercisable; and

• (b) is permitted by the law under which that company is established.

• (9) Subsection (7) shall not be read as affecting the construction of the expression “actually exercises dominant influence” in subsection (2)(c).

• (10) If a document created before the commencement of this section defines the expression “subsidiary” by reference to section 155 of the Act of 1963, then, for the avoidance of doubt, the construction provided in respect of that expression by the document is not affected by this section in the absence of an agreement to the contrary by the parties to the document.

• (11) In this section—

“company” includes any body corporate;

“equity share capital” means, in relation to a company, its issued share capital excluding any part of it which, neither as respects dividends nor as respects capital, carries any right to participate beyond a specified amount in a distribution.

8. Definitions of “holding company”, “wholly owned subsidiary” and “group of companies”

8. (1) For the purposes of this Act, a company is another company’s holding company if, but only if, that other is its subsidiary.

• (2) For the purposes of this Act, a company is another company’s wholly owned subsidiary if, but only if, the company has no members except—

• (a) that other company; or

• (b) companies that are wholly-owned subsidiaries (by virtue of the application of this subsection to them) of that other company; or

• (c) nominees of any company referred to in paragraph (a) or (b); or

• (d) a mixture of what is referred to in 2 or more of the foregoing paragraphs.

• (3) For the purposes of this Act “group of companies” means a holding company and its one or more subsidiaries.

• (4) If a document created before the commencement of this section defines the expression “holding company” by reference to section 155 of the Act of 1963, then, for the avoidance of doubt, the construction provided in respect of that expression by the document is not affected by this section in the absence of an agreement to the contrary by the parties to the document.

• (5) In this section “company” has the same meaning as it has in section 7.

9. Act structured to facilitate its use in relation to most common type of company

9. (1) Subject to subsections (3) and (4), all of the law in this Act in relation to private companies limited by shares is to be found in Parts 1 to 14 (or instruments under them) and Schedules 1 to 6.

• (2) Subject to subsection (3), all of the law in this Act in relation to other types of company is to be found amongst the provisions of—

• F13[(a) Parts 16 to 26 (or instruments under them) and Schedules 7 to 18; and]

• (b) Parts 1 to 14 (or instruments under them) and Schedules 1 to 6 as applied or adapted by Parts 16 to 25.

• (3) Part 15 (Functions of Registrar and of regulatory and advisory bodies) applies to both—

• (a) private companies limited by shares; and

• (b) other types of company,

as well as to certain undertakings to which F14[the European Union (Qualifying Partnerships: Accounting and Auditing) Regulations 2019] apply.

• (4) Exceptionally, provisions either—

• (a) of a miscellaneous nature arising out of the relationship between a private company limited by shares and another company type (such as provisions for re-registration); or

• (b) which it would not otherwise be practicable to include in Parts 1 to 14 (such as provisions for a merger between a public limited company and a private company limited by shares), will be found in F13[Parts 16 to 26].

• (5) References in Chapter 6 of Part 2, however expressed, to this Part and Parts 2 to 15 having application to a private company limited by shares shall not be read as excluding the application to such a company of provisions of the kind mentioned in subsection (4).

10. Reference in Parts 2 to 14 to company to mean private company limited by shares

10. (1) Unless expressly provided otherwise, a reference in Parts 2 to 14 to a company is a reference to a private company limited by shares.

• (2) For the avoidance of doubt, subsection (1) does not apply to the construction of—

• (a) the expression “holding company”, where that expression is used without qualification, in Parts 2 to 14; or

• (b) any related expression, where used without qualification, in those Parts.

11. Construction of references to directors, board of directors and interpretation of certain other plural forms

11. (1) References in this Act to the directors of a company shall, where the company has a sole director, be read as references to the director of the company.

• (2) References in this Act to the board of directors of a company shall, where the company has a sole director, be read as references to the director of the company.

• (3) References in this Act to the members of a company, or the subscribers to a company’s constitution, shall, where the company has a sole member or where there is a single subscriber to its constitution, be read as references to the member of the company or the subscriber to its constitution, as the case may be.

• (4) This section is in addition to, and does not derogate from, any special provision in this Act as to the construction of the expression “director” or “member” in a particular case.

• (5) This section is without prejudice to the generality of section 18(a) of the Interpretation Act 2005.

12. Regulations and orders

12. (1) Subject to subsection (2), the Minister may make regulations prescribing anything referred to in this Act as prescribed or to be prescribed.

• (2) Subsection (1) does not apply to anything that Part 11 or 15 provides is to be prescribed by another authority.

• (3) Every regulation made by the Minister under this Act (other than a regulation referred to in F15[…] 1313 or 1321) or order made by the Minister under this Act (other than an order under section 1(2) or 16(1)) shall be laid before each House of the Oireachtas as soon as may be after it is made and, if a resolution annulling the regulation or order is passed by either such House within the next 21 days on which that House has sat after the regulation or order is laid before it, the regulation or order shall be annulled accordingly but without prejudice to the validity of anything previously done thereunder.

12A. F16[Extension of interim period

12A. F17[…]]

13. Authentication of certain official documents

13. Any approval, sanction, direction or licence or revocation of licence which, under this Act, may be given or made by the Minister may be signed by any person authorised in that behalf by the Minister.

14. Expenses

14. The expenses incurred by the Minister in the administration of this Act shall, to such extent as may be sanctioned by the Minister for Public Expenditure and Reform, be paid out of moneys provided by the Oireachtas.

PART 2 INCORPORATION AND REGISTRATION

CHAPTER 1 Preliminary

15. Definitions (Part 2)

15. In this Part—

F18[“Act of 2010” means the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010;]

“activity” means any activity that a company may be lawfully formed to carry on and includes the holding, acquisition or disposal of property of whatsoever kind;

“existing private company” means a private company limited by shares which—

• (a) was incorporated under any former enactment relating to companies (within the meaning of section 5); and

• (b) is in existence at the commencement of this section,

but does not include such a company where, subsequent to that commencement, it re-registers as another type of company;

“registered person” shall be read in accordance with section 39(2);

F18[“relevant authorisation” means an authorisation within the meaning of Chapter 9 of Part 4 of the Act of 2010;]

“relevant classification system” means NACE Rev. 2, that is to say, the common basis for statistical classifications of economic activities within the European Community set out in the Annex to Council Regulation (EEC) No. 3037/90 of 9 October 1990 on the statistical classification of economic activities in the European Community, as amended for the time being;

“transition period” means the period expiring 18 months after the commencement of this section.

F18[“trust or company service provider” has the same meaning as it has in Chapter 9 of Part 4 of the Act of 2010;]

16. Extension of transition period in the event of difficulties

16. (1) If, in any respect, any difficulties arise in the operation of the provisions of the Act which, in the opinion of the Minister, necessitate the giving of more time for affected or interested parties to undertake any necessary actions or procedures in the period provided for in the definition of “transition period” in section 15, the Minister may by order substitute a longer period (but not a period of longer than 30 months) for the period mentioned in that definition.

• (2) Where it is proposed to make an order under this section, a draft of the order shall be laid before each House of the Oireachtas and the order shall not be made unless a resolution approving of the draft has been passed by each such House.

CHAPTER 2 Incorporation and consequential matters

17. Way of forming private company limited by shares

17. (1) A company may be formed for any lawful purpose by any person or persons subscribing to a constitution and complying with the requirements of this Part as to registration of a company.

• (2) The liability of a member of a company at any time shall be limited to the amount, if any, unpaid on the shares registered in the member’s name at that time.

• (3) Subsection (2) is without prejudice to any other liability to which a member may be subject as provided by this Act.

• (4) The number of members of a company shall not exceed 149 but, in reckoning that limit, there shall be disregarded any of the following persons.

• (5) Those persons are—

• (a) a person in the employment of the company who is a member of it;

• (b) a person who, having been formerly in the employment of the company, was, while in that employment, and has continued after the termination of the employment to be, a member of it.

• (6) Where 2 or more persons hold one or more shares in a company jointly, they shall, for the purposes of this section, be treated as a single member.

• (7) Any registration of a person as a member of a company in excess of the limit provided by subsection (4) shall be void.

18. Company to carry on activity in the State and prohibition of certain activities

18. (1) A company shall not be formed or registered unless it appears to the Registrar that the company, when registered, will carry on an activity in the State.

• (2) A company shall not carry on the activity of a credit institution or an insurance undertaking.

19. Form of the constitution

19. (1) The constitution of a company shall state—

• (a) the company’s name;

• (b) that it is a private company limited by shares registered under this Part;

• (c) that the liability of its members is limited;

• (d) as respects its share capital, either—

• (i) the amount of share capital with which it proposes to be registered (“its authorised share capital”), and the division of that capital into shares of a fixed amount specified in the constitution, or

• (ii) without stating such amount, that the share capital of the company shall, at the time of its registration, stand divided into shares of a fixed amount specified in the constitution;

• (e) the number of shares (which shall not be less than one) taken by each subscriber to the constitution; and

• (f) if the company adopts supplemental regulations, those regulations.

• (2) The constitution shall—

• (a) be in a form in accordance with the form set out in Schedule 1 or as near to it as circumstances permit;

• (b) be divided into paragraphs numbered consecutively; and

• (c) either—

• (i) be signed by each subscriber in the presence of at least one witness who shall attest the signature; or

• (ii) be authenticated in the manner referred to in section 888.

• (3) Where, subsequent to its registration, an amendment of the constitution is made affecting the matter of share capital, or another matter, referred to in subsection (1), that subsection shall be read as requiring the constitution to state the matter as it stands in consequence of that amendment.

20. Restriction on amendment of constitution

20. A company may not amend the provisions contained in its constitution except in the cases, in the manner and to the extent for which express provision is made in this Act.

21. Registration of constitution

21. (1) The constitution of a company shall be delivered for registration to the Registrar together with—

• (a) the statement and consent referred to in section 22; and

• (b) the declaration referred to in section 24, and, where appropriate—

• (i) the bond referred to in section 22(6);

• (ii) the statement referred to in section 23.

• (2) The Registrar shall not register a constitution delivered for registration under this section unless he or she is satisfied that all the requirements of this Act in respect of registration and of matters precedent and incidental thereto have been complied with.

22. Statement to be delivered with constitution

22. (1) In this section—

• (a) a reference to a statement is to the statement required to be delivered by section 21(1)(a); and

• (b) a reference to a company is to the company to which such statement relates.

• (2) The statement shall be in the prescribed form and shall state:

• (a) the name of each of the persons who are to be the first directors of the company;

• (b) the name of the person who is, or of each of the persons who are, to be the first secretary or joint secretaries of the company;

• (c) the name of the person (if any) who is, or of each of the persons (if any) who are, to be the first assistant or deputy secretary or secretaries of the company;

• (d) the address of the company’s registered office; and

• (e) the place (whether in the State or not) where the central administration of the company will normally be carried on,

and the particulars (in relation to any foregoing person) specified in subsection (3) and any other particulars that may be prescribed in relation to such a person or in relation to any other foregoing matter.

• (3) The particulars referred to in subsection (2) are—

• (a) in relation to a person named as director of the company concerned, all particulars which are, in relation to a director, required pursuant to subsection (2) of section 149 to be contained in the register kept under that section;

• (b) in relation to a person named as secretary, or as one of the joint secretaries, all particulars which are, in relation to the secretary or to each joint secretary, required pursuant to subsection (5) of section 149 to be contained in the register kept under that section; and

• (c) in relation to a person named as assistant or deputy secretary, all particulars which are, in relation to an assistant or deputy secretary, required pursuant to subsection (7) of section 149 to be contained in the register kept under that section.

• (4) Where the constitution is delivered, pursuant to section 21, to the Registrar by a person (the “agent”) as agent for the person or persons who have subscribed to the constitution, the statement shall so specify and shall specify the name and address of the agent.

• (5) Subsections (2) and (3) are without prejudice to subsection (7).

• (6) Where no person referred to in subsection (2)(a) is resident in an EEA state, there shall be delivered for registration a bond as provided by section 137(2).

• (7) In respect of the activity, or one of the activities, to be carried on by the company in the State, the statement shall contain the following particulars:

• (a) if it appears to the person making the statement that the activity belongs to a division, group and class appearing in the relevant classification system—

• (i) the general nature of the activity; and

• (ii) the division, group and class in that system to which the activity belongs;

• (b) if it appears to that person that the activity does not belong to any such division, group and class, a precise description of the activity;

• (c) the place or places in the State where it is proposed to carry on the activity.

• (8) For the purposes of subsection (7), if the purpose or one of the purposes for which the company is being formed is the carrying on of 2 or more activities in the State, the particulars in respect of the matters referred to in paragraphs (a) to (c) of that subsection to be given in the statement shall be the particulars that relate to whichever of those activities the person making the statement considers to be the principal activity for which the company is being formed to carry on in the State.

• (9) The statement shall—

• (a) be signed by or on behalf of each subscriber to the constitution of the company or be authenticated in the manner referred to in section 888; and

• (b) be accompanied by a consent that is either—

• (i) signed by each of the persons named in the statement as a director, secretary or joint secretary or assistant or deputy secretary to act in that capacity, or

• (ii) authenticated in the manner referred to in section 888.

• (10) Section 223(3), in the case of a director, and section 226(5), in the case of a secretary, requires the inclusion of a particular statement in a foregoing consent by him or her.

23. Additional statement to be furnished in certain circumstances

23. (1) If any person named in the statement to be delivered under section 21(1)(a) as a director of the company concerned is a person who is disqualified under the law of another state (whether pursuant to an order of a judge or a tribunal or otherwise) from being appointed or acting as a director or secretary of a body corporate or an undertaking, that person has the following obligation.

• (2) That obligation is to ensure that the foregoing statement is accompanied by (but as a separate document from that statement) a statement in the prescribed form signed by him or her, or authenticated in the manner referred to in section 888, specifying—

• (a) the jurisdiction in which he or she is so disqualified;

• (b) the date on which he or she became so disqualified; and

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

24. Declaration to be made to Registrar

24. (1) In this section—

• (a) a reference to a declaration is to the declaration required to be delivered by section 21(1)(b); and

• (b) a reference to a company is to the company to which such declaration relates.

• (2) The declaration shall state that—

• (a) all the requirements in respect of registration of the company and of matters precedent and incidental thereto have been complied with;

• (b) the purpose, or one of the purposes, for which the company is being formed is the carrying on by it of an activity in the State; and

• (c) the particulars contained in the statement delivered under section 21(1)(a) are correct.

• (3) The declaration shall be made by—

• (a) one of the persons named in the statement delivered under section 21(1)(a) as directors of the company;

• (b) the person or, as the case may be, one of the persons named in that statement as secretary or joint secretaries of the company; or

• (c) the solicitor, if any, engaged in the formation of the company.

• (4) The Registrar may accept the declaration as sufficient evidence that all the requirements in respect of registration of the company and of matters precedent and incidental thereto have been complied with and, in particular, that there have been complied with—

• (a) the requirements mentioned in section 22 and, where appropriate, section 23; and

• (b) the requirement mentioned in section 18.

25. Effect of registration

25. (1) On the registration of the constitution of a company, the Registrar shall certify in writing that the company is incorporated and shall issue to the company a certificate of incorporation in respect of it.

• (2) From the date of incorporation mentioned in the certificate of incorporation, the subscriber or subscribers to the constitution, together with such other persons as may from time to time become members of the company, shall be a body corporate with the name contained in the constitution, having perpetual succession and a common seal.

• (3) The certificate of incorporation issued under subsection (1) shall state that the company is a private company limited by shares.

• (4) A certificate of incorporation issued under subsection (1) shall be conclusive evidence that the requirements of section 21 have been complied with, and that the company is duly registered under this Act.

• (5) The persons who are specified in the statement required to be delivered to the Registrar by section 21(1)(a) as the director or directors, secretary or joint secretaries or assistant or deputy secretary or secretaries of the company to which the statement refers shall, on the incorporation of the company, be deemed to have been appointed as the first director or directors, secretary or joint secretaries or assistant or deputy secretary or secretaries, as the case may be, of the company.

• (6) Any indication in the constitution, as delivered under section 21 for registration, specifying a person as a director or secretary (including any assistant or deputy secretary) of a company shall be void unless such person is specified as a director or as secretary (or, as the case may be, assistant or deputy secretary) in the foregoing statement.

• (7) Subsection (5) does not operate to deem a person appointed as a director or secretary (including any assistant or deputy secretary) of a company where—

• (a) he or she is disqualified under this Act from being appointed a director, secretary, assistant or deputy secretary, as the case may be, of a company; or

• (b) in the case of a director or secretary, a provision of this Act provides that the person’s appointment as such in the circumstances is void.

26. Provisions as to names of companies

26. (1) The name of a company shall end with one of the following:

— limited;

— teoranta.

• (2) The word “limited” may be abbreviated to “ltd.” (including that abbreviation in capitalised form) in any usage after the company’s registration by any person including the company.

• (3) The word “teoranta” may be abbreviated to “teo.” (including that abbreviation in capitalised form) in any usage after the company’s registration by any person including the company.

• (4) A company carrying on business under a name other than its corporate name shall register in the manner directed by law for the registration of business names but the use of the abbreviation set out in subsection (2) or (3) shall not of itself render such registration necessary.

• (5) No company shall be registered on—

• (a) its incorporation; or

• (b) should such occur, its re-registration, merger or division,

by a name which, in the opinion of the Registrar, is undesirable.

• (6) An appeal shall lie to the court against a refusal by the Registrar to register a company (in any of the circumstances referred to in paragraph (a) or (b) of subsection (5)) on the ground there referred to.

27. Trading under a misleading name

27. (1) Neither a body that is not a company nor an individual shall carry on any trade, profession or business under a name which includes, as its last part, the word “limited” or the words “company limited by shares” or any abbreviations of any of the foregoing words.

• (2) If a body or individual contravenes subsection (1), the body or individual and, in the case of a body, any officer of it who is in default, shall be guilty of a category 3 offence.

• (3) Subsection (1) as it relates to the use of the word “limited”, or any abbreviation of that word, shall not apply to a society registered under the Industrial and Provident Societies Acts 1893 to 2014.

• F19[(3A) Subsection (1) as it relates to the use of the word "limited", or any abbreviation of that word, shall not apply to a limited liability partnership (within the meaning of the Legal Services Regulation Act 2015).]

• (4) A company shall not, in the following circumstances, use a name which may reasonably be expected to give the impression that it is any type of company other than a private company limited by shares or that it is any other form of body corporate.

• (5) Those circumstances are circumstances in which the fact that it is a private company limited by shares is likely to be material to any person.

• (6) If a company contravenes subsection (4), the company and any officer of it who is in default shall be guilty of a category 3 offence.

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

• (a) to which Part 21 applies, and

• (b) which has provisions in its constitution that would entitle it to rank as a private company limited by shares (whether under this Part or Part 16) if it had been registered in the State.

28. Reservation of a company name

28. (1) In this section—

“reserved” means reserved under subsection (4) for the particular purpose mentioned in subsection (2);

“specified period” means the period specified in the relevant notification made by the Registrar under subsection (5).

• (2) A person may apply to the Registrar to reserve a specified name for either of the following purposes, namely—

• (a) the purpose of a company that is proposed to be formed by that person being incorporated with that name;

• (b) the purpose of a company changing its name to that name,

and, in either such case, such an application shall be accompanied by the prescribed fee.

• (3) In subsection (2), “person” means, for the purposes of paragraph (b) of it, the company referred to in that paragraph.

• (4) On the making of such an application, the Registrar may, subject to subsection (7), determine that the name specified in the application shall be reserved for the particular purpose mentioned in subsection (2).

• (5) That determination shall be notified to the applicant by the Registrar and that notification shall specify the period for which the name is reserved.

• (6) The specified period shall not be greater than 28 days and shall be expressed to begin on the making of the notification.

• (7) A name shall not be reserved that, in the opinion of the Registrar, is undesirable.

• (8) A person in whose favour a name has been reserved may, before the expiry of the specified period, apply to the Registrar for an extension of the specified period; such an application shall be accompanied by the prescribed fee.

• (9) On the making of such an application, the Registrar may, if he or she considers it appropriate to do so, extend the specified period for such number of days (not exceeding 28 days) as the Registrar determines and specifies in a notification of the determination to the applicant.

29. Effect of reservation of name

29. (1) During the specified period and any extension under section 28(9) of that period, a company shall neither—

• (a) be incorporated with a particular reserved name save on application of the person in whose favour that name has been reserved; nor

• (b) be incorporated with a name that, in the opinion of the Registrar, is too like a particular reserved name.

• (2) During the specified period and any extension under section 28(9) of that period, a company shall neither—

• (a) change its name to a particular reserved name (unless it is the company in whose favour the name has been reserved); nor

• (b) change its name to a name that, in the opinion of the Registrar, is too like a particular reserved name.

• (3) If an application for the incorporation of a company with a name that has been reserved under section 28 is received by the Registrar during the specified period (or any extension of it granted under section 28(9)) from the person in whose favour the name has been so reserved, the fee payable to the Registrar in respect of that incorporation shall be reduced by an amount equal to the amount of the fee paid under section 28(2) in respect of the reservation of that name.

• (4) In this section “reserved” and “specified period” have the same meaning as they have in section 28.

30. Change of name

30. (1) A company may, by special resolution and with the approval of the Registrar, signified in writing, change its name.

• (2) Subsection (3) applies if, through inadvertence or otherwise, a company is registered by a name (whether on its first registration, or on its registration by a new name) which, in the opinion of the Registrar, is too like the name by which a company in existence is already registered.

• (3) Where this subsection applies the first-mentioned company in subsection (2)—

• (a) with the approval of the Registrar — may change its name; or

• (b) if, within 6 months after the date of its being registered by the first-mentioned name in subsection (2), the Registrar directs it to do so — shall change its name.

• (4) A direction under subsection (3)(b) shall be complied with within a period of 6 weeks after the date of its being given or such longer period as the Registrar may think fit to allow.

• (5) Where a company changes its name under this section, the Registrar shall enter the new name in the register in place of the former name, and shall issue a certificate of incorporation altered to meet the circumstances of the case.

• (6) A change of name by a company under this section shall not affect any rights or obligations of the company, or render defective any legal proceedings by or against the company, and any legal proceedings which might have been continued or commenced against it by its former name may be continued or commenced against it by its new name.

• (7) A company which was registered by a name specified by statute, may, notwithstanding anything contained in that statute, change its name in accordance with subsection (1), but, if the Registrar is of the opinion that any Minister of the Government is concerned in the administration of the statute which specified the name of the company, the Registrar shall not approve of the change of name save after consultation with that Minister of the Government.

• (8) If a company fails to comply with a direction under subsection (3)(b) within the period provided under subsection (4), the company and any officer of it who is in default shall be guilty of a category 4 offence.

31. Effect of constitution

31. (1) Subject to the provisions of this Act, the constitution shall, when registered, bind the company and the members of it to the same extent as if it had been signed and sealed by each member, and contained covenants by the company and each member to observe all the provisions of the constitution and any provision of this Act as to the governance of the company.

• (2) For the avoidance of doubt, in subsection (1) the reference to any provision of this Act as to the governance of the company includes a reference to any provision of this Act that commences with words to the effect that the provision applies save where the company’s constitution provides otherwise or otherwise contains a qualification on the provision’s application by reference to the company’s constitution.

• (3) All money payable by any member to the company under the constitution shall be a debt due from him or her to the company.

• (4) An action to recover a debt created by this section shall not be brought after the expiration of 12 years after the date on which the cause of action accrued.

32. Amendment of constitution by special resolution

32. (1) Subject to the provisions of this Act, a company may by special resolution amend its constitution.

• (2) Any amendment so made of the constitution shall, subject to the provisions of this Act, be as valid as if originally contained therein, and be subject in like manner to amendment by special resolution.

• (3) Where any amendment is made to a company’s constitution notice of which section 33 requires to be published as therein mentioned, the company shall deliver to the Registrar, in addition to the amendment, a copy of the text of the constitution as so amended.