Companies Act 2014

• (a) the striking off of the company has disadvantaged the applicant,

• (b) the application is made within the period of 20 years after the date of dissolution of the company; and

• (c) it is just and equitable to do so.

• (2) The court may make the order on the application of—

• (a) the company;

• (b) a creditor of the company;

• (c) a person who was a member or an officer of the company at its date of dissolution; or

• (d) a person who, at the date of its dissolution, had an entitlement (disregarding any right of the directors to decline to register the person as such) to be registered as a member of the company by virtue of—

• (i) the execution, in the person’s favour, of an instrument of transfer of a share; or

• (ii) the transmission, by operation of law, to the person of a right to a share.

• (3) Subject to a supplementary order made under section 742(c), the company shall be deemed to have continued in existence as if it had not been struck off the register upon the Registrar receiving a certified copy of the order under subsection (1) within 28 days after the date of its perfection.

739. Requirements for application to court under section 738

739. (1) An application under section 738 shall be made on notice to the Registrar, the Minister for Public Expenditure and Reform and the Revenue Commissioners.

• (2) In the case of an application under section 738 by a creditor, the application shall in addition be made on notice to—

• (a) such officers of the company at the date of dissolution whose names are known, or ought reasonably to be known, by the creditor; and

• (b) such other members or officers of the company at the date of dissolution as the Registrar, the Revenue Commissioners or the Minister for Public Expenditure and Reform, upon being notified of the application, indicate in writing should be joined as notice parties to the application.

740. Terms of court order on application under section 738

740. (1) In making an order under section 738 on the application of a member or an officer of the company, the court shall, unless reason to the contrary is shown to the satisfaction of the court, make it a term of the order that the order shall not have effect unless, within a specified period, there is done each of the things (save where it has already been done) that are set out in subsection (2).

• (2) Those things are—

• (a) all outstanding annual returns in relation to the company are delivered, in accordance with Part 6, to the Registrar;

• (b) all outstanding statements as required by section 882 of the Taxes Consolidation Act 1997 in relation to the company are delivered to the Revenue Commissioners;

• (c) the company appoints a director and delivers to the Registrar the notification and consent required by section 149(8) and (10), respectively, and—

• (i) the person so appointed is resident in an EEA state; or

• (ii) unless a certificate under section 140 in relation to the company has been granted by the Registrar and is in force, the company provides the Registrar with a bond in accordance with F559[section 137;].

• F560[(d) in the case of the ground for striking off set out in section 726(g)—

• (i) a declaration referred to in section 50(5A)(b), or

• (ii) a notice of a change in the situation of the registered office of the company under section 50(3),

is delivered to the Registrar

• (e) in the case of the ground for striking off set out in section 726(h), the company appoints a secretary and delivers to the Registrar the notification and consent required by sections 149(8) and 149(10), respectively;

• (f) in the case of the ground for striking off set out in section 726(i), the company delivers the information required to be delivered under paragraph (1) or (2) of Regulation 20 of the RBO Regulations to the Registrar of Beneficial Ownership.]

• (3) For the avoidance of doubt, subsection (1) requires, unless reason to the contrary there mentioned is shown, the order of the court to specify that a thing set out in subsection (2) is to be done (save where it has already been done) notwithstanding that the ground on which the company had been struck off the register did not relate to that thing.

• (4) In making an order under section 738 on the application of a creditor of the company, the court shall direct that, within a specified period (save where the particular thing has already been done)—

• (a) there is procured by one or more specified members or officers of the company the delivery by the company of all outstanding annual returns, in accordance with Part 6, to the Registrar;

• (b) there is delivered by such specified members or officers all outstanding statements as required by section 882 of the Taxes Consolidation Act 1997 in relation to the company to the Revenue Commissioners;

• (c) such specified members or officers take all reasonable steps to ensure that the company appoints a director and delivers to the Registrar the notification and consent required by section 149(8) and (10), respectively, and either that—

• (i) the person so appointed is resident in an EEA state; or

• (ii) unless a certificate under section 140 in relation to the company has been granted by the Registrar and is in force, the company provides the Registrar with a bond in accordance with section 137.

• (5) For the avoidance of doubt, subsection (4) requires the order of the court to specify that a thing set out in that subsection is to be done (save where it has already been done) notwithstanding that the ground on which the company had been struck off the register did not relate to that thing.

• (6) In making an order under section 738 on the application of a creditor of the company, the court may award the applicant the costs of the application against the company.

741. Court order for restoration on application of Registrar

741. (1) On an application by the Registrar in accordance with subsection (2), the court may order that a company that has been struck off the register be restored to the register if—

• (a) the application is made within the period of 20 years after the date of dissolution of the company, and

• (b) it is just and equitable to do so.

• (2) An application under this section shall be made on notice to each person who, to the knowledge of the Registrar, was an officer of the company at the date of its dissolution.

• (3) On the making of the order, the company shall be deemed to have continued in existence as if it had not been struck off the register.

• (4) In making an order under this section, the court may award the Registrar the costs of the application against the company restored to the register.

742. Supplementary court orders

742. In ordering that a company be restored to the register under section 738 or 741, the court may—

• (a) except to the extent that the court makes an order under paragraph (c), give such directions as it thinks fit for placing the company and all other persons as nearly as possible in the same position as if the company had not been struck off the register;

• (b) direct the company to change its name if the name of the company is too similar to the name of another company already on the register or a name that has been reserved in accordance with section 28;

• (c) if and to the extent that it thinks fit, order that the officers of the company, or any one or more of them as specified in the order, shall be liable for a debt or liability incurred by or on behalf of the company during the period when it stood struck off the register;

• (d) make any other order that it thinks fit.

743. Meaning of court

743. (1) For the purposes of an application under section 738 or 741 by a creditor or the Registrar, in this Chapter “court” means either the High Court or the Circuit Court.

• (2) In the case of an application under section 738 by a creditor to the Circuit Court, the application shall be made to the judge of the Circuit Court—

• (a) for the circuit in which the registered office of the company was situated immediately before the company was struck off the register, or

• (b) if there was no registered office of the company at that time, for the circuit in which the creditor resides, or

• (c) if there was no registered office of the company at that time and the creditor resides outside the State, for the Dublin Circuit.

• (3) An application under section 741 to the Circuit Court shall be made to the judge of the Circuit Court for the Dublin Circuit.

744. Transitional provision for companies struck off register before commencement of this Chapter

744. (1) Subject to subsection (3), sections 736 to 743 shall apply to a company that has been struck off the register under any former enactment relating to companies (within the meaning of section 5) before the commencement of this Chapter.

• (2) For that purpose—

• (a) references in the foregoing provisions of this Chapter to a company that has been struck off the register under Chapter 1 shall be read as references to a company that has been struck off under the former enactment relating to companies (within the foregoing meaning),

• (b) references in the foregoing provisions of this Chapter to the date of dissolution of the company shall be read as references to the date of its dissolution under the former enactment relating to companies (within the foregoing meaning), and

• (c) the foregoing provisions of this Chapter shall apply with other necessary modifications.

• (3) Neither subsections (1) and (2) nor any other provision of this Chapter applies if, before the date of the commencement of this Chapter, an application has been made under any former enactment relating to companies (within the foregoing meaning) to restore the company to the register and, in such a case, that former enactment shall apply notwithstanding the repeal of it by section 4.

CHAPTER 3 Miscellaneous

745. Disclosure of information by Revenue Commissioners to Registrar

745. (1) This section applies if the Registrar, for the purpose of exercising any of his or her powers under this Part, is required to determine whether a statement that a company has failed to deliver to the Revenue Commissioners in accordance with section 882(3) of the Taxes Consolidation Act 1997 has or has not been subsequently delivered to them.

• (2) In any case to which this section applies, the Revenue Commissioners may, notwithstanding any obligations as to secrecy or other restriction upon the disclosure of information imposed by or under statute or otherwise, disclose to the Registrar any information in their possession required by the Registrar for making the determination.

PART 13 INVESTIGATIONS

CHAPTER 1 Preliminary

746. Interpretation (Part 13)

746. (1) Any reference in this Part to share capital or relevant share capital in relation to a company is a reference to share capital that confers the right to vote in all circumstances at a general meeting of that company, and a reference to share shall be read accordingly.

• (2) Any reference in Chapter 2 or 4 to shares or share capital of, or a shareholding or an interest in shares, in a company or a body corporate includes a reference to—

• (a) membership of the company or body corporate, and

• (b) the rights or obligations attaching to such membership.

CHAPTER 2 Investigations by court appointed inspectors

747. Investigation of company’s affairs by court appointed inspectors on application of company etc.

747. (1) On the application of a person or persons specified in subsection (2), the court may appoint one or more competent inspectors to investigate the affairs of a company in order to enquire into matters specified by the court and to report on those matters in such manner as the court directs.

• (2) The court may make the appointment on the application of any of the following persons:

• (a) the company;

• (b) not less than 10 members of the company;

• (c) a member or members holding one-tenth or more of the paid up share capital of the company (but shares held as treasury shares shall be excluded for the purposes of this paragraph);

• (d) a director of the company; or

• (e) a creditor of the company.

• (3) The court’s power of appointment under subsection (1) is exercisable notwithstanding that the company is in the course of being wound up.

• (4) The court may require the applicant or the applicants to give security for payment of the costs of the investigation.

• (5) A person who intends making an application under this section shall give not less than 14 days’ notice in writing of his or her intention to apply to the F561[Authority, and the Authority] shall be entitled to appear and be heard on the hearing of the application.

• (6) In this section “court” means—

• (a) save in the case of a company referred to in paragraph (b), the High Court, or

• (b) in the case of a company that, in respect of the latest financial year of the company that has ended prior to the date of the making of the application under this section, fell to be treated F562[as a small company by virtue of section 280A or 280B or a medium company by virtue of section 280F or 280G], the Circuit Court,

and, subject to subsection (8), all subsequent references to the court in this Part shall, as respects the powers and jurisdiction of the court with respect to an investigation on foot of an appointment made under this section by the Circuit Court, be read accordingly.

• (7) For the purpose of paragraph (b) of subsection (6), if the latest financial year of the company concerned ended within 3 months prior to the date of the making of the application concerned, the reference in that paragraph to the latest financial year of the company shall be read as a reference to the financial year of the company that preceded its latest financial year (but that reference shall only be so read if that preceding financial year ended no more than 15 months prior to the date of the making of the application concerned).

• (8) Subsection (6) does not confer jurisdiction on the Circuit Court to wind up any body corporate; however, that court, in exercise of its jurisdiction under this Part, may refer an inspectors’ report made to it under this Part to the High Court which shall have the same jurisdiction to wind up any body corporate concerned as if the inspectors’ report had been made to it in the first instance.

• (9) In the case of an application under this section by a creditor or member to the Circuit Court, the application shall be made to the judge of the Circuit Court—

• (a) for the circuit in which the registered office of the company is situated at the time of the making of the application, or

• (b) if there is no registered office of the company at that time, for the circuit in which the creditor or member resides, or

• (c) if there is no registered office of the company at that time and the creditor or member resides outside the State, for the Dublin Circuit.

• (10) In the case of an application under this section by the company or a director of it to the Circuit Court, the application shall be made to the judge of the Circuit Court—

• (a) for the circuit in which the registered office of the company is situated at the time of the making of the application; or

• (b) if there is no registered office of the company at that time, for the Dublin Circuit.

748. Investigation of company’s affairs by court appointed inspectors on application of Director

748. (1) On the application of the F563[Authority], the court may appoint one or more competent inspectors to investigate the affairs of a company and to report on those affairs in such manner as the court directs, if the court is satisfied that there are circumstances suggesting that—

• (a) the affairs of the company are being or have been conducted with intent to defraud—

• (i) its creditors;

• (ii) the creditors of any other person; or

• (iii) its members;

• (b) the affairs of the company are being or have been conducted for a fraudulent or unlawful purpose other than described in paragraph (a);

• (c) the affairs of the company are being or have been conducted in an unlawful manner;

• (d) the affairs of the company are being or have been conducted in a manner that is unfairly prejudicial to some part of its members;

• (e) the affairs of the company are being or have been conducted in a manner that is unfairly prejudicial to some or all of its creditors;

• (f) any actual or proposed act or omission of the company (including an act or omission on its behalf) was, is or would be unfairly prejudicial to some part of its members;

• (g) any actual or proposed act or omission of the company (including an act or omission on its behalf) was, is or would be unfairly prejudicial to some or all of its creditors;

• (h) the company was formed for a fraudulent or unlawful purpose;

• (i) persons connected with its formation or the management of its affairs have, in that connection, been guilty of fraud, misfeasance or other misconduct towards the company or its members; or

• (j) the company’s members have not been given all the information relating to its affairs which they might reasonably expect.

• (2) The court’s power of appointment under this section is without prejudice to its powers under section 747 and is exercisable notwithstanding that the company is in the course of being wound up.

• (3) Inspectors appointed under this section may be or include an officer or officers of the F563[Authority].

• (4) A reference in subsection (1) to the members of a company shall have effect as if it included a reference to any person who is not a member but to whom shares in the company have been transferred or transmitted by operation of law.

• (5) In this section “court” means—

• (a) save in the case of a company referred to in paragraph (b), the High Court, or

• (b) in the case of a company that, in respect of the latest financial year of the company that has ended prior to the date of the making of the application under this section, fell to be treated F564[as a small company by virtue of section 280A or 280B or a medium company by virtue of section 280F or 280G], the Circuit Court,

and, subject to subsection (7), all subsequent references to the court in this Part shall, as respects the powers and jurisdiction of the court with respect to an investigation on foot of an appointment made under this section by the Circuit Court, be read accordingly.

• (6) For the purpose of paragraph (b) of subsection (5), if the latest financial year of the company concerned ended within 3 months prior to the date of the making of the application concerned, the reference in that paragraph to the latest financial year of the company shall be read as a reference to the financial year of the company that preceded its latest financial year (but that reference shall only be so read if that preceding financial year ended no more than 15 months prior to the date of the making of the application concerned).

• (7) Subsection (5) does not confer jurisdiction on the Circuit Court to wind up any body corporate; however, that court, in exercise of its jurisdiction under this Part, may refer an inspectors’ report made to it under this Part to the High Court which shall have the same jurisdiction to wind up any body corporate concerned as if the inspectors’ report had been made to it in the first instance.

• (8) An application under this section to the Circuit Court shall be made to the judge of the Circuit Court—

• (a) for the circuit in which the registered office of the company is situated at the time of the making of the application, or

• (b) if there is no registered office of the company at that time, for the Dublin Circuit.

• (9) Nothing in this section shall be taken as excluding or restricting any statutory rights of the Government, a Minister of the Government or a person acting under the authority of the Government or a Minister of the Government.

749. Court may give directions in relation to investigation

749. Where the court appoints an inspector under section 747(1) or 748(1), the court may from time to time give such directions as it thinks necessary or expedient, whether to the inspector or any other person, including directions given with a view to ensuring that the investigation is carried out as quickly and inexpensively as possible.

750. Power of inspector to expand investigation into affairs of related bodies corporate

750. (1) Subject to subsection (4), an inspector appointed under section 747(1) or 748(1) may investigate the affairs of any other body corporate that is related to the company under investigation if the inspector—

• (a) considers that it is necessary for the purposes of the investigation, and

• (b) has first obtained the approval of the court.

• (2) An inspector who investigates the affairs of a related body corporate shall report on those affairs to the extent that the inspector considers that the results of investigation of the related body corporate are relevant to the investigation of the company.

• (3) Without prejudice to the application of section 2(10), a body corporate that is related to a company includes, for the purposes of this section and sections 753 and 754, a body corporate with which the company has a commercial relationship, and a commercial relationship exists where goods or services are sold or given by one party to another.

• (4) The Circuit Court shall only have jurisdiction to grant the approval referred to in subsection (1), if in respect of the latest financial year of the body corporate there referred to that has ended prior to the date of the making of the application for the approval, that body fell to be treated (or, if it were a company, would have fallen to be treated) F565[as a small company by virtue of section 280A or 280B or a medium company by virtue of section 280F or 280G], and subsection (7) of section 747 applies for the purposes of this subsection as it applies for purposes of subsection (6)(b) of that section.

751. Order for inspection of books or documents of company in liquidation

751. (1) On the application of the F566[Authority, the court may make an order for the inspection by the Authority] of any books or documents in the possession of a company that is in the course of being wound up.

• (2) The company, every officer of the company and the liquidator shall—

• (a) give the F566[Authority such access to the books or documents and facilities as are necessary for inspecting or taking copies of the books or documents as the Authority] may require, and

• (b) give all assistance to the F566[Authority as it or he and she is reasonably able to give in connection with the Authority’s] inspection of the books or documents.

• (3) Nothing in this section shall be taken as excluding or restricting any statutory rights of the Government or a Minister of the Government or a person acting under the authority of the Government or a Minister of the Government.

752. Expanded meaning of “officer” and “agent” for purposes of sections 753 to 757

752. In sections 753 to 757—

• (a) any reference to officers and agents includes past, as well as present, officers and agents; and

• (b) “agents”, in relation to a company or related body corporate, includes—

• (i) the bankers and solicitors of the company or other body corporate; and

• (ii) any persons employed by the company or other body corporate as auditors, accountants, book-keepers or taxation advisers, or other persons employed by it in a professional, consultancy or similar capacity, whether those persons are (or were) or are not (or were not) officers of the company or other body corporate.

753. Duty of company officer or agent to produce books or documents and give assistance

753. (1) Every person who is an officer or agent of a company under investigation by an inspector appointed under section 747(1) or 748(1) or of a related body corporate under investigation under section 750 shall—

• (a) produce to the inspector all books or documents of or relating to the company or the related body corporate, as the case may be, that are in that person’s possession or under that person’s control;

• (b) attend before the inspector when required to do so; and

• (c) otherwise give the inspector all assistance in connection with the investigation that that person is reasonably able to give.

• (2) The production by a person of a book or document under this section is without prejudice to any lien that that person may claim over the book or document.

754. Inspector may require other persons to produce books or documents and give assistance

754. (1) This section applies if an inspector appointed under section 747(1) or 748(1) considers that a person who is not an officer or agent of the company or related body corporate under investigation possesses or may possess any information concerning the affairs of the company or related body corporate, as the case may be.

• (2) In any case to which this section applies, the inspector may require the person in question to—

• (a) produce to the inspector all books or documents of or relating to the company or the related body corporate, as the case may be, that are in that person’s possession or under that person’s control;

• (b) attend before the inspector when required to do so; and

• (c) otherwise give the inspector all assistance in connection with the investigation that that person is reasonably able to give.

• (3) A person of whom a requirement is made under subsection (2) shall comply with that requirement.

• (4) The production by a person of a book or document under this section is without prejudice to any lien that that person may claim over the book or document.

755. Supplementary power to compel production of books or documents in relation to certain banking transactions

755. (1) This section applies if an inspector appointed under section 747(1) or 748(1) has reasonable grounds for believing that a director (the “director”) of the company or related body corporate under investigation maintains or has maintained a bank account of any description, whether alone or jointly with another person and whether in the State or elsewhere, into or out of which there has been paid money described in subsection (2).

• (2) The money referred to in subsection (1) is—

• (a) any money that has resulted from, or been used in, the financing of any transaction, arrangement or agreement—

• (i) particulars of which have not been disclosed in a note to the financial statements of any company for any financial year as required by section 307, 308 or 309;

• (ii) in respect of which any amount outstanding was not included in the aggregate amounts outstanding in respect of certain transactions, arrangements or agreements as required by section 311 to be disclosed in a note to the financial statements of any company for any financial year;

• (iii) particulars of which were not included in any register of certain transactions, arrangements and agreements as required by section 312(1) or section 1120 (including the latter as it is applied by this Act to companies other than public limited companies);

or

• (b) any money that has been in any way connected with any act or omission, or series of acts or omissions, that on the part of the director constituted misconduct (whether fraudulent or not) towards the company or body corporate under investigation or its members.

• (3) In any case to which this section applies, the inspector may require the director to produce to the inspector all books or documents in the director’s possession or under his or her control relating to the bank account referred to in subsection (1) and the director shall comply with that requirement.

• (4) In this section—

“bank account” includes an account with any person who is exempt, by virtue of section 7(4) of the Central Bank Act 1971, from the requirement of holding a licence under section 9 of that Act;

“director” includes any present or past director or any person connected, within the meaning of section 220, with that director and any present or past shadow director.

756. Power of inspector to examine officers, agents and others

756. (1) An inspector appointed under section 747(1) or 748(1) may examine the following persons on oath in relation to the affairs of the company or related body corporate under investigation:

• (a) an officer or agent of the company or related body corporate; and

• (b) a person referred to in section 754;

and an examination under this section of an officer or agent of the company may relate to the related body corporate (as well as the company) and vice versa.

• (2) The inspector may conduct the examination orally or through written questions and for the purpose of the examination may—

• (a) administer an oath; and

• (b) reduce to writing the answers of the person being examined and require that person to sign them.

757. Court may make order in relation to default in production of books or documents, etc.

757. (1) The court may make any order or give any direction it thinks fit if—

• (a) an officer or agent of a company or related body corporate under investigation or a person referred to in section 754 refuses or fails within a reasonable time to—

• (i) produce to the inspectors any book or document that it is that person’s duty under sections 753 to 755 to produce;

• (ii) attend before the inspectors when required to do so; or

• (iii) answer a question put to that person by the inspectors with respect to the affairs of the company or other body corporate as the case may be;

• (b) the inspectors have certified the refusal or failure to the court in a certificate signed by them; and

• (c) the court has taken the steps set out in subsection (2).

• (2) The court may make an order or give a direction under subsection (1) if the court has—

• (a) enquired into the case;

• (b) heard any witnesses who may be produced against or on behalf of the person alleged to be in default; and

• (c) heard any statement made in that person’s defence.

• (3) Without prejudice to the generality of subsection (1), the court may, after a hearing under subsection (2), direct that the person concerned—

• (a) attend or re-attend before the inspectors or produce particular books or documents or answer particular questions put to that person by the inspectors; or

• (b) need not produce a particular book or document or answer a particular question put to that person by the inspectors.

758. Report of inspectors appointed under section 747(1) or 748(1)

758. (1) Inspectors appointed under section 747(1) or 748(1) may, and if directed by the court shall, make interim reports to the court, and on conclusion of the investigation shall make a final report to the court.

• (2) Notwithstanding anything in subsection (1), an inspector appointed under section 747(1) or 748(1) may at any time in the course of the investigation, without the necessity of making an interim report, inform the court of matters coming to his or her knowledge as a result of the investigation that tend to show that an offence has been committed.

759. Distribution of inspectors’ report

759. (1) The court shall provide a copy of every inspectors’ report to the F567[Authority].

• (2) The court may—

• (a) forward a copy of an inspectors’ report to the registered office of the company that is the subject of the report;

• (b) provide a copy of an inspectors’ report on request to any of the following:

• (i) a member of the company or other body corporate that is the subject of the report;

• (ii) a person whose conduct is referred to in the report;

• (iii) the statutory auditors of the company or other body corporate;

• (iv) if other than the F567[Authority], the person or persons who applied for the appointment of the inspectors;

• (v) any other person (including an employee or creditor of the company or other body corporate) whose financial interests appear to the court to be affected by the matters dealt with in the report;

• (vi) the Central Bank, if the report relates, wholly or partly, to the affairs of a credit institution.

• (3) The court may provide a copy of an inspectors’ report to—

• (a) an appropriate authority in relation to any of the matters referred to in section 791(a) to (j); or

• (b) a competent authority as defined in section 792(2).

• (4) The court may cause an inspectors’ report to be published in such form and manner as it thinks fit.

• (5) The court may direct that a particular part of an inspectors’ report be omitted from a copy that is forwarded or provided under subsection (2) or (3) or a report that is printed and published under subsection (4).

• (6) In this section “inspectors’ report” means a report made under section 758.

760. Court may make order after considering inspectors’ report

760. (1) After considering a report made under section 758, the court may make such order as it thinks fit.

• (2) An order under subsection (1) may include—

• (a) an order of the court’s own motion for the winding up of a body corporate; or

• (b) an order for remedying any disability suffered by any person whose interests were adversely affected by the conduct of the affairs of the company that is the subject of the report, provided that in making such an order the court shall have regard to the interests of any other person who may be adversely affected by the order.

761. Director may present petition for winding up following consideration of report

761. The F568[Authority may present a petition for the winding up of a body corporate on the ground that it is just and equitable to do so if the Authority] considers that such a petition should be presented having regard to—

• (a) a report made under section 758 by inspectors appointed under section 747(1) or 748(1); or

• (b) any information or document obtained by the F568[Authority by virtue of the performance by it] of functions (whether under this Part or otherwise).

762. Expenses of investigation by court appointed inspector

762. (1) The expenses of and incidental to an investigation by an inspector appointed under section 747(1) or 748(1) shall be defrayed in the first instance by the relevant authority.

• (2) The court may direct that a body corporate dealt with in the report or the applicant or applicants for the appointment of the inspector shall be liable to repay the relevant authority so much of the expenses as the court directs.

• (3) Without prejudice to subsection (2) but subject to subsection (5), where a court enters a conviction or makes an order in a case set out in subsection (4), the court may in the same proceedings order the person referred to in subsection (4) to repay the relevant authority or any person fixed with liability for expenses under subsection (2) so much of the expenses of and incidental to the investigation as the court directs.

• (4) The cases mentioned in subsection (3) are—

• (a) the court convicts the person on indictment of an offence on a prosecution instituted as a result of the investigation;

• (b) the court orders the person to pay damages or restore any property in proceedings brought as a result of the investigation; or

• (c) the court awards damages to or orders the restoration of property to the person in proceedings brought as a result of the investigation.

• (5) Where a court makes an order for payment of expenses under subsection (3) against a person to whom subsection (4)(c) relates—

• (a) the court shall not order payment of expenses that are more than one-tenth of the amount of the damages awarded or of the value of the property restored, as the case may be, and

• (b) the order shall not be executed until the person concerned has received the damages or the property has been restored.

• (6) In the light of his or her investigation, an inspector may or, if the court so directs, shall recommend in his or her report what directions (if any) he or she considers to be appropriate under subsection (2).

• (7) In this section “relevant authority” means—

• (a) in the case of an appointment of an inspector or inspectors under section 747(1), the Minister for Justice and Equality;

• (b) in the case of an appointment of an inspector or inspectors under section 748(1), the F569[Authority].

CHAPTER 3 Investigations initiated by Director

763. Investigation of share dealing by inspector appointed by Director

763. (1) If the F570[Authority considers that there are circumstances suggesting that a contravention of Chapter 5 of Part 5 has occurred in relation to shares in or debentures of a company, the Authority] may appoint one or more competent inspectors to—

• (a) investigate whether such a contravention has occurred; and

• (b) report the results of the investigation to the F570[Authority].

• (2) The appointment under this section of an inspector may limit the period to which his or her investigation is to extend or confine it to shares or debentures of a particular class or both.

• (3) For the purposes of an investigation under this section, sections 752 to 756 shall apply—

• (a) with the substitution, for references to any other body corporate whose affairs are investigated by virtue of section 750, of a reference to any other body corporate that is, or has at any relevant time been, the company’s subsidiary or holding company or a subsidiary of the company’s holding company, and

• (b) with the necessary modification of the reference in section 756 to the affairs of the company or other body corporate, so, however, it shall apply to members of an authorised market operator who are individuals and to officers (past and present) of members of such an authorised market operator who are bodies corporate as it applies to officers of the company or body corporate.

• (4) The inspector may, and if directed by the F570[Authority, shall make interim reports to the Authority, and on the conclusion of the investigation shall make a final report to the Authority].

• (5) An inspector’s interim or final report shall be written or printed as the F570[Authority shall direct, and the Authority] may cause it to be published.

• (6) Sections 750, 757, 768 to 777, 795 (other than subsection (8)) and 881(4) shall, with any necessary modifications, apply for the purposes of this section.

• (7) The expenses of an investigation under this section shall be defrayed by the F570[Authority].

• (8) Where a person is convicted on indictment of an offence on a prosecution instituted as a result of an investigation under this section, the court may, on the application of the F570[Authority], order that person to pay all or part of the expenses of the investigation as the court may direct.

764. Investigation of company ownership by inspector appointed by Director

764. (1) Subject to subsection (2) and section 800(5), the F571[Authority] may appoint one or more competent inspectors to investigate and report on the membership of a company or on any other matter in relation to the company for the purpose of determining the true persons who are or have been—

• (a) financially interested in the success or failure (real or apparent) of the company, or

• (b) able to control or materially to influence the policy of the company.

• (2) The F571[Authority may make an appointment under subsection (1) if the Authority] considers that it is necessary—

• (a) for the effective administration of the law relating to companies,

• (b) for the effective discharge by the F571[Authority of its] functions, or

• (c) in the public interest.

• (3) The appointment of an inspector under this section may define the scope of his or her investigation, whether as respects the matters or the period to which it is to extend or otherwise, and in particular may limit the investigation to matters connected with particular shares or debentures.

• (4) Subject to the terms of an inspector’s appointment, the inspector’s powers shall extend to the investigation of any circumstances suggesting the existence of an arrangement or understanding that—

• (a) although not legally binding, is or was observed or was likely to be observed in practice; and

• (b) is relevant to the purposes of the investigation.

765. Application of certain provisions to investigation of company ownership

765. (1) For the purposes of an investigation under section 764, sections 750 and 752 to 759 shall, with the necessary modifications of references to the affairs of the company or to those of any other body corporate, apply in accordance with subsections (2) and (3) and subject to subsection (4).

• (2) The provisions referred to in subsection (1) shall apply in relation to the following persons in the same way that they apply to officers and agents of the company or other body corporate whose ownership is being investigated, as the case may be:

• (a) all persons who are or have been, or whom the inspector has reasonable cause to believe to be or have been, financially interested in the success or failure (real or apparent) of the company or other body corporate;

• (b) all persons who are able to control or materially to influence the policy of the company or the other body corporate, including persons concerned only on behalf of others;

• (c) any other person whom the inspector has reasonable cause to believe has information relevant to the investigation.

• (3) For the references to the court (except in section 757) there shall be substituted references to the F572[Authority].

• (4) The F572[Authority] may—

• (a) where he or she considers that there is good reason for not divulging any part of a report made by virtue of this section, disclose the report with that part omitted,

• (b) where he or she discloses the report with a part omitted under paragraph (a), ensure that a copy of the report with that part omitted is kept by the Registrar, and

• (c) where he or she discloses the report without an omission under paragraph (a), ensure that a copy of the whole report is kept by the Registrar.

766. Expenses of investigation of company ownership

766. (1) On the application of the F573[Authority, the court may direct a company that is the subject of an investigation under section 764 to repay to the Authority] so much of the expenses of and incidental to the investigation as the court directs.

• (2) Without prejudice to subsection (1) but subject to subsection (3), where a court enters a conviction or makes an order in a case set out in subsection (3) the court may, in the same proceedings, order the person referred to in subsection (3) to pay to the F573[Authority] so much of the expenses of and incidental to an investigation under section 764 as the court directs.

• (3) The cases referred to in subsection (2) are where the court—

• (a) convicts the person on indictment of an offence on a prosecution instituted as a result of the investigation;

• (b) orders the person to pay damages or restore any property in proceedings brought as a result of the investigation; or

• (c) awards damages to or orders the restoration of property to the person in proceedings brought as a result of the investigation.

• (4) Where the court makes an order for payment of expenses under subsection (2) against a person to whom subsection (3)(c) relates—

• (a) the court shall not order payment of expenses that are more than one-tenth of the amount of the damages awarded or of the value of the property restored, as the case may be, and

• (b) the order shall not be executed until the person concerned has received the damages or the property has been restored.

767. Director’s power to require information as to persons interested in shares or debentures

767. (1) This section applies if the F574[Authority] considers that an investigation of the ownership of the shares in or debentures of a company is necessary for any of the reasons set out in section 764(2) but that it is unnecessary to appoint an inspector for the purpose.

• (2) In any case to which this section applies, the F574[Authority may, subject to section 800(5), require a person to give the following information to the Authority if the Authority] has reasonable cause to believe that the person has or is able to obtain the information:

• (a) any information as to the past and present interests in the shares or debentures;

• (b) the names and addresses of the persons interested in the shares or debentures; or

• (c) the names and addresses of the persons who act or have acted on behalf of the persons referred to in paragraph (b) in relation to the shares.

• (3) For the purposes of this section, a person shall be deemed to have an interest in a share or debenture if—

• (a) that person has any right to acquire or dispose of the share or debenture or any interest in it;

• (b) that person has any right to vote in respect of the share or debenture;

• (c) the consent of that person is necessary for the exercise of any of the rights of other persons interested in the share or debenture; or

• (d) other persons interested in the share or debenture can be required or are accustomed to exercise their rights in accordance with that person’s instructions.

• (4) A person shall be guilty of a category 2 offence if that person, when required to give any information under this section—

• (a) fails to give the information to the F574[Authority]; or

• (b) makes any statement to the F574[Authority] false in a material particular knowing it to be so false or being reckless as to whether it is so false.

• (5) Without prejudice to subsection (4), if a person fails to give information to the F574[Authority under this section when required by the Authority to do so, the court, on application by the Authority, and having given the person an opportunity to be heard, may make an order requiring the person to comply with the Authority’s] requirement.

• (6) In making an order under subsection (5), the court may order the third party to pay all costs of and incidental to the application.

768. Director may impose restrictions on shares

768. (1) Where, in connection with an investigation under section 764 or an enquiry under section 767, the F575[Authority considers that there is any difficulty in finding out the relevant facts about any shares (whether issued or to be issued), the Authority] may, by notice in writing, direct that the shares shall, subject to further notice, be subject to the restrictions imposed by this section.

• (2) The following restrictions apply to the shares referred to in subsection (1) for as long as the direction in respect of the shares is in force:

• (a) any transfer of the shares shall be void or, if the shares are unissued, any transfer of the right to be issued with the shares shall be void and any issue of the shares shall be void;

• (b) no voting rights shall be exercisable in respect of the shares;

• (c) no further shares shall be issued in right of those shares or in pursuance of any offer made to the holder of the shares; and

• (d) no payment shall be made of any sums due from the company on those shares, whether in respect of capital or otherwise.

• (3) Where shares are subject to the restrictions imposed by subsection (2)(a), any agreement—

• (a) to transfer the shares shall be void, or

• (b) in the case of unissued shares, to transfer the right to be issued the shares shall be void.

• (4) However, subsection (3) shall not apply to an agreement to sell the shares under section 769(1)(b) or 771(2)(c).

• (5) Where shares are subject to the restrictions imposed by subsection (2)(c) or (d), any agreement—

• (a) to transfer any right to be issued other shares in right of the shares shall be void, and

• (b) to receive any payment on those shares shall be void.

• (6) However, subsection (5) shall not apply to an agreement to transfer any right to be issued other shares on the sale of the shares under section 771(2)(c).

769. Director may lift restrictions imposed on shares under section 768

769. (1) F576[The Authority may] direct that the restrictions imposed upon shares under section 768 shall cease to apply if—

• (a) the F576[Authority is satisfied that the relevant facts about the shares have been disclosed to it], or

• (b) the shares are to be sold and the court or the F576[Authority] approves the sale.

• (2) However, this section does not affect a direction of the F576[Authority] directing that any restriction continued in force in relation to the shares under section 775 shall cease to apply to the shares.

770. Director shall give notice of direction

770. As soon as practicable after giving a direction under section 768 or 769, the F577[Authority] shall cause notice of the direction to be—

• (a) sent to the company concerned at its registered office;

• (b) delivered to the Registrar; and

• (c) published in Iris Oifigiúil.

771. Court may lift restrictions imposed on shares under section 768

771. (1) Where the F578[Authority directs that shares shall be subject to the restrictions imposed under section 768 or refuses to direct that such restrictions shall cease to apply to the shares, any person aggrieved by the direction or refusal of the Authority] may apply to the court for an order that the restrictions shall cease to apply to the shares.

• (2) The court may make an order under subsection (1) if—

• (a) the court is satisfied that the relevant facts about the shares have been disclosed to the company or, as the case requires, to the F578[Authority];

• (b) the court is satisfied that it is otherwise equitable to lift the restrictions; or

• (c) the shares are to be sold and the court approves the sale.

• (3) This section does not affect an order of the court that any restriction continued in force in relation to the shares under section 775 shall cease to apply to the shares.

772. Court may order sale of shares

772. (1) Where any shares are subject to the restrictions imposed under section 768, the court, on the application of a person specified in subsection (2), may—

• (a) order that the shares shall be sold, subject to the approval of the court as to sale; and

• (b) also direct that the restrictions imposed under section 768 shall cease to apply to the shares.

• (2) The court may make the order under subsection (1) on the application of—

• (a) the F579[Authority]; or

• (b) the company, if the company has given notice of the application to the F579[Authority].

• (3) Where the court has made an order that the shares shall be sold, on the application of a person specified in subsection (4) the court may make any further order relating to the sale or to the transfer of the shares as it sees fit.

• (4) The court may make a further order under subsection (3) on the application of—

• (a) the F579[Authority];

• (b) the company;

• (c) the person appointed under the order for sale to effect the sale; or

• (d) any person interested in the shares.

773. Costs of applicant for order for sale of shares

773. (1) Where the court makes an order under section 772, the court may order that the costs of the applicant shall be paid out of the proceeds of the sale of the shares.

• (2) Where an order for costs is made under subsection (1), the applicant shall be entitled to payment of costs out of the proceeds of sale before any person interested in the shares sold receives any part of those proceeds.

774. Proceeds of sale following court ordered sale of shares

774. (1) Where shares are sold pursuant to an order made by the court under section 772—

• (a) the proceeds of sale, less the costs of sale, shall be paid into court for the benefit of the persons who are beneficially interested in the shares, and

• (b) any such person may apply to the court for the whole or part of the proceeds to be paid to that person.

• (2) On an application under subsection (1)(b), the court shall order—

• (a) if no other person was beneficially interested in the shares at the time of sale, the payment to the applicant under subsection (1)(b) of the whole of the proceeds of sale after deduction of the amount of any costs awarded under section 773(1) and any interest accrued on those proceeds, or

• (b) if any other person was beneficially interested in the shares at the time of sale, the payment to the applicant under subsection (1)(b) of such proportion of the proceeds of sale after the deduction of the amount of any costs awarded under section 773(1) and any interest accrued on those proceeds as is equal to the proportion that the value of the applicant’s interest in the shares bears to the total value of the shares.

775. Continuance of certain restrictions

775. (1) This section applies to—

• (a) a direction under section 769 or an order of the court under section 771 expressed to be given or made with a view to permitting a transfer of the shares in question; or

• (b) an order under section 772 for the sale of the shares in question.

• (2) Any direction or order to which this section applies may continue the restrictions referred to in section 768(2)(c) and (d) in whole or in part, so far as they relate to any right acquired or offer made before the transfer of the shares in question.

• (3) Any such continuance provided by a foregoing direction or order may be varied or cancelled by a subsequent direction of the F580[Authority or, as the case may be, by a subsequent order of the court (power to provide for which variation or cancellation is conferred on the Authority] and the court, respectively, by this subsection).

776. Offences in relation to shares that are subject to restrictions

776. (1) A person who does any of the following shall be guilty of a category 2 offence:

• (a) exercises or purports to exercise any right to dispose of—

• (i) any shares that, to the person’s knowledge, are for the time being subject to the restrictions imposed under section 768; or

• (ii) any right to be issued with any such shares;

• (b) votes in respect of shares that are subject to the restrictions imposed under section 768 or appoints a proxy to vote in respect of any such shares;

• (c) being the holder of shares that are subject to the restrictions imposed under section 768, fails to notify any other person of the restrictions where the holder knows that the other person is entitled, apart from the restrictions, to vote in respect of the shares whether as holder or proxy;

• (d) being the holder of shares that are subject to the restrictions imposed under section 768(2)(a), enters into an agreement that is void by virtue of section 768(3)(a);

• (e) being the holder of unissued shares that are subject to the restrictions imposed under section 768(2)(a), enters into an agreement that is void by virtue of section 768(3)(b);

• (f) being the holder of the right to be issued with other shares in right of shares that are subject to the restrictions imposed under section 768(2)(c) and (d), enters into an agreement that is void by virtue of section 768(5)(a);

• (g) being the holder of the right to receive payment on shares that are subject to the restrictions imposed under section 768(2)(c) and (d), enters into an agreement that is void by virtue of section 768(5)(b).

• (2) Where any shares in a company are issued in contravention of the restrictions imposed under section 768, the company and any officer of it who is in default shall be guilty of a category 2 offence.

777. Application of sections 768 to 776 to debentures

777. Sections 768 to 776 shall apply in relation to debentures as they apply in relation to shares.

CHAPTER 4 Miscellaneous provisions

778. Power of Director to require company to produce books or documents

778. Subject to section 779, the F581[Authority] may give a direction to any company requiring it, at such time and place, and in such manner, as may be specified in the direction, to produce such books or documents as are specified in the direction.

779. When Director may exercise power to require company to produce books or documents

779. The F582[Authority may give the direction described in section 778 to a company if the Authority] considers that there are circumstances suggesting that—

• (a) it is necessary to examine the books or documents of the company with a view to determining whether an inspector should be appointed to investigate the company under this Act;

• (b) the affairs of the company are being or have been conducted with intent to defraud—

• (i) its creditors;

• (ii) the creditors of any other person; or

• (iii) its members;

• (c) the affairs of the company are being or have been conducted for a fraudulent or unlawful purpose other than described in paragraph (b);

• (d) the affairs of the company are being or have been conducted in an unlawful manner;

• (e) the affairs of the company are being or have been conducted in a manner that is unfairly prejudicial to some part of its members;

• (f) the affairs of the company are being or have been conducted in a manner that is unfairly prejudicial to some or all of its creditors;

• (g) any actual or proposed act or omission or series of acts or omissions of the company or on behalf of the company have been, are or would be unfairly prejudicial to some part of its members;

• (h) any actual or proposed act or omission of the company (including an act or omission on its behalf) was, is or would be unfairly prejudicial to some or all of its creditors;

• (i) any actual or proposed act or omission or series of acts or omissions of the company or on behalf of the company by an officer of the company acting in his or her capacity as such officer have been, are or are likely to be unlawful;

• (j) the company was formed for any fraudulent or unlawful purpose; or

• (k) the company may be in possession of books or documents containing information relating to the books or documents of a body that comes within the terms of one or more of paragraphs (a) to (j).

780. Power of Director to require third party to produce books or documents

780. (1) Where, by virtue of sections 778 and 779, the F583[Authority has power to require the production of any books or documents from any company, the Authority] shall have power to require the production of—

• (a) those books or documents from any person who appears to the F583[Authority] to be in possession of them;

• (b) copies of any books or documents of the company from any person who appears to the F583[Authority] to be in possession of them; and

• (c) subject to section 782, other books or documents (whether the originals of them or otherwise) which may relate to any books or documents of the company from any person who appears to the F583[Authority] to be in possession of such other books or documents.

• (2) Any requirement under subsection (1) shall be made by the giving by the F583[Authority] of a direction to the person of whom the requirement is being made that specifies—

• (a) the books or documents to be produced by the person; and

• (b) the time and place at which, and the manner in which, they are to be produced.

• (3) The production by a person of a book or document under this section is without prejudice to any lien that that person may claim over the book or document.

781. Saving in relation to section 780, etc. and corresponding amendments effected to Act of 1990 by Companies (Amendment) Act 2009

781. (1) In this section the “original amendments” means the amendments of section 19 of the Act of 1990 made by section 4(1) of the Companies (Amendment) Act 2009.

• (2) Nothing in either—

• (a) the original amendments, or

• (b) section 780 or of any other section of this Chapter that makes similar provision to that made by those amendments,