Legalize / Ireland / Act

Companies Act 2014

Type Act

Publication 2014-12-23

Last updated 2026-07-15

State Partially repealed

Text Latest available text

Source Irish Statute Book

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This is the most recent text the official source publishes. It is not a snapshot of the law as it stood on the date of each change.

87 amending acts · 2026-07-15, NATIONAL TREASURY MANAGEMENT AGENCY (MISCELLANEOUS PROVISIONS) ACT 2026

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

Reform history JSON API

“restriction declaration” means a declaration made under section 819;

“restriction undertaking”, in relation to a person, means an undertaking by the person, given by the means provided in this Chapter, by which the person submits himself or herself to be subject to restriction.

850. Disqualification undertaking — initiation of procedure that provides person opportunity to submit to disqualification

850. (1) In this section—

“disqualification period” shall be read in accordance with subsection (3)(b);

“notice period” shall be read in accordance with subsection (3)(d);

“person” shall be read in accordance with subsection (2);

“specified date” shall be read in accordance with subsection (3)(c);

“underlying facts and circumstances” shall be read in accordance with subsection (3)(a).

(2) Subject to section 851(6), where the F619[Authority has reasonable grounds for believing that one or more of the circumstances specified in section 842(a) to (i) applies to a person (in this section referred to as the “person”), the Authority may, in its discretion], deliver to the person, or to the person’s duly authorised agent, the following notice.

(3) That notice is a notice in the prescribed form stating—

(a) both—

(i) which of the circumstances specified in section 842(a) to (i) the F619[Authority] believes apply to the person; and

(ii) particulars of the facts and allegations that have given rise to that belief;

and the circumstances so stated, and the facts and allegations that have given rise to that belief (and of which particulars are so stated), are referred to together in this section as the “underlying facts and circumstances”;

(b) the period of disqualification (referred to in this section as the “disqualification period”) which, in the F619[Authority’s] opinion, is warranted in relation to the person by the underlying facts and circumstances;

(c) the date (referred to in this section as the “specified date”) that will, subject to subsection (5), be the date of commencement of the disqualification period, if a disqualification undertaking is given by the person;

(d) that during—

(i) such period as may be specified in the notice (referred to in this section as the “notice period”), being a period beginning on a day falling not less than 21 days after the date of the notice and expressed to end immediately before the specified date; or

(ii) in the event of a request under subsection (5) by the person being acceded to, the notice period as extended in pursuance of that subsection;

the person may—

(I) notify the F619[Authority], in the prescribed form, of his or her willingness to give a disqualification undertaking for the disqualification period; and

(II) return to the F619[Authority] the disqualification acceptance document duly signed;

(e) that during the notice period, or that period as so extended, the F619[Authority] will refrain from making an application in respect of the person under section 842 arising from or in connection with the underlying facts and circumstances;

(f) that if the person, within the notice period or that period as so extended, does the things referred to in paragraph (d)(I) and (II), the F619[Authority] shall not, after the expiry of that period, make an application in respect of the person under section 842 arising from or in connection with the underlying facts and circumstances.

(4) That notice shall also state—

(a) that the person may make a request, under subsection (5), for an extension of the notice period,

(b) the legal effect (for the person) of giving a disqualification undertaking for the disqualification period beginning on the specified date, and

(i) the person may seek to be relieved (whether in whole or in part) from the undertaking only by applying to the court under section 847, and

(ii) that, on the making of such an application, the court may grant such relief only if it considers it just and equitable to do so, and then only on the terms and conditions as it sees fit.

(5) Where a notice is delivered under subsection (2), the F619[Authority may, at any time before the specified date, on the request of the person, where the Authority] considers it appropriate to do so for the purposes of extending the notice period (and postponing the commencement of the proposed disqualification period in consequence), substitute a later date for the specified date and, where such a date is so substituted, references in section 851—

(a) to the notice period shall be read as references to the notice period as extended in pursuance of this subsection, and

(b) to the specified date shall be read as references to the date that has been substituted for it in pursuance of this subsection.

851. (1) Where a notice is delivered under section 850(2), the F620[Authority] and every person who is aware of the notice shall not, during the notice period, make an application under section 842, arising from or in connection with the underlying facts and circumstances, in respect of the person who is the subject of the notice.

(2) Subsections (3) to (5) apply where a person, the subject of a notice delivered under section 850(2), has, within the notice period—

(a) notified the F620[Authority], in the prescribed manner, of his or her willingness to give a disqualification undertaking for the disqualification period, and

(b) returned to the F620[Authority] the disqualification acceptance document duly signed.

(3) The F620[Authority shall], as soon as practicable—

(a) cause the Registrar to be furnished with the prescribed particulars of the disqualification undertaking at such time and in such form and manner as may be prescribed, and the Registrar shall enter the prescribed particulars in the register of persons kept under section 864, and

(b) notify the person of the prescribed particulars of the disqualification undertaking furnished to the Registrar and provide the person with a copy of the disqualification acceptance document executed by or on behalf of the F620[Authority].

(4) After the expiry of the notice period, neither the F620[Authority] nor any other person shall make an application under section 842, arising from or in connection with the underlying facts and circumstances, in respect of the person who has given the disqualification undertaking.

(5) For the duration of the disqualification period beginning on the specified date, the person who has given the disqualification undertaking—

(a) shall not be appointed or act as a director or other officer, statutory auditor, receiver, liquidator or examiner or be in any way, whether directly or indirectly, concerned or take part in the promotion, formation or management of each of the following:

(i) any company within the meaning of section 819(6);

(ii) any friendly society within the meaning of the Friendly Societies Acts 1896 to 2014;

(iii) any society registered under the Industrial and Provident Societies Acts 1893 to 2014;

and

(b) shall be deemed, for the purposes of this Act, to be subject to a disqualification order.

(6) The F620[Authority shall] not exercise his or her power under section 850(2) in relation to a person where—

(a) in the F620[Authority’s] opinion, a period of disqualification, in relation to the person, that is longer than 5 years is warranted by the underlying facts and circumstances, or

(b) the F620[Authority] is aware that an application under section 842 has already been made in respect of the person arising from or in connection with the underlying facts and circumstances.

(7) Where the person who has given the disqualification undertaking (the “immediate undertaking”) is already disqualified by virtue of an earlier disqualification undertaking or disqualification order, the period specified in the immediate undertaking shall run concurrently with the remaining period for which the person is already subject to disqualification.

(8) In this section—

(a) without prejudice to section 850(5), “specified date” and “notice period” are to be read in accordance with section 850(3)(c) and (d), respectively,

(b) “person”, “underlying facts and circumstances” and “disqualification period” are to be read in accordance with section 850(2), (3)(a) and (3)(b), respectively.

852. Restriction undertaking — initiation of procedure that provides person opportunity to submit to restriction

852. (1) In this section—

“notice period” shall be read in accordance with subsection (3)(c);

“person” shall be read in accordance with subsection (2);

“restriction period” means the period of 5 years, as mentioned in the definition of “restriction” in section 849, for which the restrictions set out in that definition are to operate;

“specified date” shall be read in accordance with subsection (3)(b);

“underlying facts and circumstances” shall be read in accordance with subsection (3) (a).

(2) Subject to section 853(6), where the F621[Authority has reasonable grounds for believing that a person falls within the description of the second-mentioned person in section 819(1), namely a person who was a director of an insolvent company within the meaning of Chapter 3 (in this section referred to as the “person”), the Authority may, in its discretion], deliver to the person, or to the person’s duly authorised agent, the following notice.

(3) That notice is a notice in the prescribed form stating—

(a) the circumstances, facts and allegations that have given rise to that belief of the F621[Authority], citing the provisions of section 819(1) and section 818(1) (and also, where appropriate, section 824) and stating particulars of those facts and allegations (and the circumstances so stated, and those facts and allegations, of which particulars are so stated, are referred to together in this section as the “underlying facts and circumstances”),

(b) the date (referred to in this section as the “specified date”) that will, subject to subsection (5), be the date of commencement of the restriction period, if a restriction undertaking is given by the person,

(i) such period as may be specified in the notice (referred to in this section as the “notice period”), being a period beginning on a day falling not less than 21 days after the date of the notice and expressed to end immediately before the specified date; or

(ii) in the event of a request under subsection (5) by the person being acceded to, the notice period as extended under that subsection;

the person may—

(I) notify the F621[Authority], in the prescribed form, of his or her willingness to give a restriction undertaking; and

(II) return to the F621[Authority] the restriction acceptance document duly signed;

(d) that during the notice period, or that period as so extended, the F621[Authority] will refrain from making an application in respect of the person under section 819 arising from or in connection with the underlying facts and circumstances;

(e) that if the person, within the notice period or that period as so extended, does the things referred to in paragraph (c)(I) and (II), the F621[Authority] shall not, after the expiry of that period, make an application in respect of the person under section 819 arising from or in connection with the underlying facts and circumstances.

(4) That notice shall also state—

(a) that the person may make a request, under subsection (5), for an extension of the notice period,

(b) the legal effect (for the person) of giving a restriction undertaking beginning on the specified date, and

(i) the person may seek to be relieved (whether in whole or in part) from the undertaking only by applying to the court under section 822, and

(ii) that, on the making of such an application, the court may grant such relief only if it considers it just and equitable to do so, and then only on the terms and conditions as it sees fit.

(5) Where a notice is delivered under subsection (2), the F621[Authority may, at any time before the specified date, on the request of the person, where the Authority] considers it appropriate to do so for the purposes of extending the notice period (and postponing the commencement of the restriction period in consequence), substitute a later date for the specified date and, where such a date is so substituted, references in section 853—

(a) to the notice period shall be read as references to the notice period as extended in pursuance of this subsection, and

(b) to the specified date shall be read as references to the date that has been substituted for it in pursuance of this subsection.

853. (1) Where a notice is delivered under section 852(2), the F622[Authority] and every person who is aware of the notice shall not, during the notice period, make an application under section 819, arising from or in connection with the underlying facts and circumstances, in respect of the person who is the subject of the notice.

(2) Subsections (3) to (5) apply where a person, the subject of a notice delivered under section 852(2), has, within the notice period—

(a) notified the F622[Authority], in the prescribed manner, of his or her willingness to give a restriction undertaking, and

(b) returned to the F622[Authority] the restriction acceptance document duly signed.

(3) The F622[Authority shall], as soon as practicable—

(a) cause the Registrar to be furnished with the prescribed particulars of the restriction undertaking at such time and in such form and manner as may be prescribed, and the Registrar shall enter the prescribed particulars in the register of persons kept under section 823, and

(b) notify the person of the prescribed particulars of the restriction undertaking furnished to the Registrar and provide the person with a copy of the restriction acceptance document executed by or on behalf of the F622[Authority].

(4) After the expiry of the notice period, neither the F622[Authority] nor any other person shall make an application under section 819, arising from or in connection with the underlying facts and circumstances, in respect of the person who has given the restriction undertaking.

(5) For the duration of the restriction period beginning on the specified date, the person who has given the restriction undertaking—

(a) shall not be appointed or act in any way, directly or indirectly, as a director or secretary of a company (within the meaning of section 819(6)) or be concerned in or take part in the promotion or formation of a company (within that meaning) unless the company meets the requirements set out in section 819(3), and

(b) shall be deemed, for the purposes of this Act, to be subject to a restriction declaration.

(6) The F622[Authority shall not exercise his or her power under section 852(2) in relation to a person where the Authority] is aware that an application under section 819 has already been made in respect of the person arising from or in connection with the underlying facts and circumstances.

(7) Where the person who has given the restriction undertaking (the “immediate undertaking”) is already restricted by virtue of an earlier restriction undertaking or restriction declaration, the period specified in the immediate undertaking shall run concurrently with the remaining period for which the person is already subject to restriction.

(8) In this section—

(a) without prejudice to section 852(5), “specified date” and “notice period” are to be read in accordance with section 852(3)(b) and (c), respectively,

(b) “restriction period”, “person” and “underlying facts and circumstances” are to be read in accordance with section 852(1), (2) and (3)(a), respectively.

854. Regulations for the purposes of sections 850 to 853

854. (1) The Minister shall make regulations requiring—

(a) that a document, in a form specified in the regulations, to be known as—

(i) in the case of sections 850 and 851, a “disqualification acceptance document”; and

(ii) in the case of sections 852 and 853, a “restriction acceptance document”;

(being the document by which the person to whom a notice delivered under section 850(2) or 852(2), as the case may be, relates signifies in writing (if such be the person’s decision) the person’s voluntary submission to disqualification or restriction, as appropriate, in accordance with this Chapter) shall be returned by the person within the relevant notice period to the F623[Authority]; and

(b) that, on receipt of that document, the F623[Authority] shall execute, or cause to be executed, on his or her part the document by the affixing of his or her seal to it.

(2) Regulations under subsection (1) may contain such consequential and supplemental provisions for the purposes of those regulations or for the purpose of giving further effect to sections 850 to 853 as the Minister thinks expedient, including—

(a) provision for particular procedures to be employed by the F623[Authority in relation to the delivery of a notice under section 850(2) or 852(2) or any communication between the Authority] and the person concerned or his or her duly authorised agent consequent on the delivery of such a notice (a “post-delivery-of notice communication”), and

(b) provision for a like privilege to legal professional privilege to attach to a post-delivery-of notice communication.

(3) This section is in addition to the powers under section 12(1) to prescribe anything referred to in sections 850 to 853 as prescribed or to be prescribed.

CHAPTER 6 Enforcement in relation to disqualification and restriction

855. Offence of contravening disqualification order or restriction

855. (1) A person shall be guilty of a category 2 offence who acts, in relation to any company, in a manner or a capacity which he or she is prohibited from doing by virtue of being a person—

(a) who is subject to a disqualification order, or

(b) who is subject to a declaration of restriction under section 819.

(2) A person convicted of an offence under subsection (1) shall be deemed to be subject to a disqualification order from the date of the conviction unless he or she is already subject to a disqualification order at that date.

(3) Where a person convicted of an offence under subsection (1) was subject to a disqualification order immediately before the date of the conviction, the period for which he or she was disqualified shall be extended for—

(a) a further period of 10 years beginning after the date of the conviction, or

(b) such other (shorter or longer) further period as the court, on the application of the prosecutor or the defendant and having regard to all the circumstances of the case, may order.

(4) Section 847 shall not apply to a person convicted of an offence under subsection (1).

(5) In this section and the subsequent provisions of this Chapter—

(a) a reference to a company—

(i) shall be read as a reference to a company within the meaning of section 819(6), and

(ii) in addition, where the context admits, shall be deemed to include a reference to any friendly society within the meaning of the Friendly Societies Acts 1896 to 2014 and any society registered under the Industrial and Provident Societies Acts 1893 to 2014,

(b) for the avoidance of doubt, the employment, in relation to “disqualification order”, of the words “shall be deemed to be subject to”, followed by the employment, in relation to another occurrence of “disqualification order”, of the words “is subject to” does not limit the meaning of the latter to a case of the person’s being actually subject (as distinct from being deemed to be subject) to a disqualification order.

(6) Likewise, the employment, in this or any subsequent provision of this Chapter, of the words “shall be deemed to be subject to” does not so limit the meaning of the words “is subject to” where employed in relation to “a declaration of restriction under section 819”.

(7) If a case referred to in subsection (1) would also fall within section 405 (prohibition on acting in relation to audit while disqualification order in force), then section 405 applies to that case to the exclusion of this section.

856. Offence of acting under directions of person where directions given in contravention of this Part

856. (1) A person shall be guilty of a category 2 offence if he or she, while a director, acts in accordance with the directions or instructions of another person knowing that that other person, in giving the directions or instructions, is acting in contravention of any provision of this Part.

(2) A person who is convicted of an offence under subsection (1) shall be deemed to be subject to a disqualification order from the date of the conviction unless he or she is already subject to a disqualification order at that date.

857. Period of disqualification following conviction of offence under this Chapter

857. Where a person is, as a consequence of his or her conviction for an offence under section 855(1) or 856(1), deemed to be subject to a disqualification order, he or she shall be deemed to be so subject to a disqualification order for a period of 5 years beginning after the date of such conviction or such other (shorter or longer) period as the court, on the application of the prosecutor or the defendant and having regard to the circumstances of the case, may order.

858. Company may recover consideration

858. (1) This section applies if a person acts, in relation to a company, in a manner or a capacity which he or she is prohibited from doing by virtue of being a person who is subject to a declaration of restriction under section 819 or who is subject to a disqualification order made under section 842.

(2) The company may recover from a person acting as described in subsection (1) any consideration (or an amount representing its value) given by or on behalf of the company for an act or service performed by that person while he or she was so acting.

(3) The company may recover the consideration or amount representing its value as a simple contract debt in any court of competent jurisdiction.

859. Person acting while disqualified or restricted liable for debts of company

859. (1) This section applies if—

(a) a person acts, in relation to a company, in a manner or a capacity which he or she is prohibited from doing by virtue of being a person who is subject to a declaration of restriction under section 819 or who is subject to a disqualification order made under section 842,

(b) the company commences to be wound up—

(i) while he or she is acting in such a manner or capacity, or

(ii) within 12 months after the date of his or her so acting,

and

(2) In any case to which this section applies, the court may, on the application of the liquidator or any creditor of the company, declare that the person referred to in subsection (1) shall be personally liable, without any limitation of liability, for all or part of the debts or other liabilities of the company incurred in the period during which the person was acting as described in subsection (1)(a).

860. Person acting under directions of disqualified person liable for debts of company

860. A person who is convicted, on indictment, of an offence under section 856 for acting in accordance with the directions or instructions of another in contravention of that section shall, if the court determines that it is just to so order and orders accordingly, be personally liable, without any limitation of liability, for so much as the court specifies of the debts or other liabilities of the company concerned incurred during the period that the person was so acting.

861. Relief from liability under section 858, 859 or 860

861. In any proceeding against a person under section 858, 859 or 860, the court may, if, having regard to the circumstances of the case, it considers that it is just and equitable to do so, grant relief—

(a) in whole or in part from the liability of that person under the section concerned, and

(b) subject to such conditions as the court sees fit.

862. Court may require director to give certain information

862. (1) This section applies if—

(a) a director of a company is charged with an offence or civil proceedings are instituted against such a director, and

(b) the charge or proceedings relate to the company or involve alleged fraud or dishonesty by the director.

(2) In any case to which this section applies, the court before which the proceedings consequent on that charge or those civil proceedings are pending may, of its own motion or at the request of any party to the proceedings and if it considers that it is appropriate to do so, require the director to lodge with the office of the court a written notice—

(a) giving the names of all companies of which he or she is a director at the date of the notice,

(b) giving the names of all companies of which he or she was a director in the period—

(i) within a period commencing not earlier than 12 months before the director was charged or the proceedings were commenced against him or her, and

(ii) ending at the date of the notice,

(d) giving the dates and duration of each period for which he or she was disqualified.

(3) This section applies to shadow directors as it does to directors.

863. Information to be supplied to Registrar

863. (1) This section applies where a court—

(a) makes a disqualification order,

(b) grants or varies relief under section 847, or

(i) an offence that has the effect that the person is deemed to be subject to a disqualification order, or

(ii) an offence under section 855(1) or 856(1).

F624[(2) In any case to which this section applies, a prescribed officer of the court shall ensure that the Registrar and the Authority are given the prescribed particulars of the order, relief or conviction, in such form and manner as may be prescribed, within 28 days after—

(a) the perfection of a disqualification order under paragraph (a) of subsection (1),

(b) the perfection of an order granting or varying relief under paragraph (b), of subsection (1), or

864. Register of disqualified persons

864. (1) Subject to the provisions of this section, the Registrar shall keep a register of the particulars given to him or her under section 863.

(2) Where the Registrar receives particulars of full relief under section 847, the Registrar shall—

(a) not enter the particulars on the register, and

(b) as soon as practicable remove from the register any existing particulars in respect of the person concerned.

(3) The Registrar shall remove from the register any particulars in respect of a person on the expiry of the period for which the person is subject to a disqualification order, unless the Registrar has received a further notification in respect of that person under section 863(1)(a) or (c).

(4) If the person is concurrently subject to 2 or more disqualification orders and the periods to which they relate do not expire at the same time, then the reference in subsection (3) to removal from the register of particulars is a reference only to those particulars that relate to the disqualification order or orders the period or periods of which have expired.

(5) Nothing in this section shall prevent the Registrar from keeping the register required under this section as part of any other system of classification, whether pursuant to section 895 or otherwise.

CHAPTER 7 Provisions relating to offences generally

865. Summary prosecutions

865. (1) Summary proceedings in relation to an offence under this Act may be brought and prosecuted by:

(a) the Director of Public Prosecutions; or

(b) the F625[Authority].

(2) Without prejudice to the generality of subsection (1), summary proceedings in relation to an offence under each of the following provisions may be brought and prosecuted by the Registrar:

(a) section 30(8);

(b) section 137(6);

(d) section 430(10), in so far as it relates to a default under section 430(3);

(e) section 441(3);

(f) section 530(7);

(g) section 531(8), (9) or (10);

(h) section 555(2);

(i) section 592(4);

(j) section 631(4);

(k) section 651;

(l) section 669(8) or (9);

(m) section 680(9);

(n) section 681(5);

(o) F626[section 704(6);]

F627[(p) section 1401A(5);

(q) section 1459(2);

(r) F628[section 1460(3);]]

F629[(s) section 1487(4);

(t) section 1488(3).]

866. District court district within which summary proceedings may be brought

866. (1) Summary proceedings against a company or an officer of a company acting in his or her capacity as such (or a person purporting to so act) for an offence under this Act may be brought, heard and determined—

(a) before and by a judge of the District Court as provided for under section 79 or 79A of the Courts of Justice Act 1924,

(b) before and by a judge of the District Court for the time being assigned to the district court district in which the registered office of the company is situated immediately prior to the commencement of the proceedings, or

(c) where the offence is an offence under section 343(11) (but without prejudice to the alternative venues provided under the preceding paragraphs) before a judge of the District Court for the time being assigned to—

(i) the Dublin Metropolitan District; or

(ii) the district court district of which the district court area of Carlow forms part;

but only to the extent, in the case of the district court district referred to in subparagraph (ii), that the judge so assigned is exercising jurisdiction in the district court area of Carlow so referred to.

(2) In this section “officer of a company” includes a director, shadow director, promoter, statutory auditor, receiver, liquidator or secretary of a company.

(3) For the purposes of this section, the place for the time being recorded by the Registrar as the situation of the registered office of the company shall be deemed to be the registered office of the company notwithstanding that the situation of its registered office may have changed.

867. Period within which summary proceedings may be commenced

867. (1) Notwithstanding (in the case of category 3 or 4 offences) section 10(4) of the Petty Sessions (Ireland) Act 1851, summary proceedings in relation to an offence under this Act may be commenced—

(a) at any time within 3 years after the date on which the offence was committed, or

(b) if, at the expiry of the period referred to in paragraph (a), the person against whom the proceedings are to be brought is outside the State, within 6 months after the date on which he or she next enters the State, or

(c) at any time within 3 years after the date on which evidence that, in the opinion of the person bringing the proceedings, is sufficient to justify the bringing of the proceedings comes to that person’s knowledge,

whichever is the later.

(2) For the purposes of subsection (1)(c), a certificate signed by or on behalf of the person bringing the proceedings as to the date on which the evidence referred to in that provision came to his or her knowledge shall be prima facie evidence of that date.

(3) In any proceedings, a document purporting to be a certificate issued for the purposes of subsection (2) and to be signed by the person bringing the proceedings shall be—

(a) deemed to be so signed, and

(b) admitted as evidence without further proof of the signature or of the person purporting to sign the certificate.

868. Prosecution of companies on indictment

868. (1) The following provisions of this section apply where a company is charged, either alone or with some other person, with an indictable offence.

(2) The company may appear, at all stages of the proceedings, by a representative and the answer to any question put to a person charged with an indictable offence may be made on behalf of the company by that representative but if the company does not so appear it shall not be necessary to put the questions and the District Court may, notwithstanding its absence, send forward the company for trial and exercise any of its other powers under Part 1A of the Criminal Procedure Act 1967, including the power to take depositions.

(3) Any right of objection or election conferred upon the accused person by any enactment may be exercised on behalf of the company by its representative.

(4) Any plea that may be entered or signed by an accused person, whether before the District Court or before the trial judge, may be entered in writing on behalf of the company by its representative, and if the company does not appear by its representative or does appear but fails to enter any such plea, the trial shall proceed as though the company had duly entered a plea of not guilty.

(5) In this section, “representative” in relation to a company means a person duly appointed by the company to represent it for the purpose of doing any act or thing which the representative of a company is authorised by this section to do.

(6) A representative of a company shall not, by virtue only of being appointed for the purpose referred to in subsection (5), be qualified to act on behalf of the company before any court for any other purpose.

(7) A representative for the purpose of this section need not be appointed under the seal of the company.

(8) A statement in writing purporting to be signed by a managing director of the company or some other person (by whatever name called) who manages, or is one of the persons who manage, the affairs of the company, to the effect that the person named in the statement has been appointed as the representative of the company for the purposes of this section shall be admissible without further proof as evidence that that person has been so appointed.

869. (1) This section applies where an offence is committed by a body corporate under:

(a) section 785;

(b) section 790; F630[…]

F632[(d) Part 27.]

(2) In any case to which this section applies, if the offence under section 785, 790 or 876, F632[or Part 27,] as the case may be, is proved to have been committed with the consent or connivance of or to be attributable to any neglect on the part of any person who is a director, manager, secretary, or other officer of the body corporate, or any person who was purporting to act in any such capacity, that person as well as the body corporate shall be guilty of an offence and shall be liable to be proceeded against and punished as if he or she were guilty of the first-mentioned offence.

(3) Where the affairs of a body corporate are managed by its members, subsection (2) shall apply in relation to the acts and defaults of a member in connection with his or her functions of management as if he or she were a director or manager.

870. Further offence, where contravention continued after conviction for an offence, and penalties for such offence

870. If the contravention in respect of which a person is convicted of an offence under this Act is continued after the conviction, the person shall be guilty of a further offence on every day on which the contravention continues and for each such offence the person shall be liable—

(a) where the original contravention was a category 1 offence, whether prosecuted summarily or on indictment, on—

(i) conviction on indictment, to a fine not exceeding €5,000, or

(ii) summary conviction, to a class D fine,

(b) where the original contravention was a category 2 offence, whether prosecuted summarily or on indictment, on—

(i) conviction on indictment, to a fine not exceeding €1,000, or

(ii) summary conviction, to a fine not exceeding €100,

(c) where the original contravention was a category 3 offence or a category 4 offence, on summary conviction to a fine not exceeding €50.

871. Categories 1 to 4 offences — penalties

871. (1) A person guilty of an offence under this Act that is stated to be a category 1 offence shall be liable—

(a) on summary conviction, to a class A fine or imprisonment for a term not exceeding 12 months or both, or

(b) on conviction on indictment, to a fine not exceeding €500,000 or imprisonment for a term not exceeding 10 years or both.

(2) A person guilty of an offence under this Act that is stated to be a category 2 offence shall be liable—

(a) on summary conviction, to a class A fine or imprisonment for a term not exceeding 12 months or both, or

(b) on conviction on indictment, to a fine not exceeding €50,000 or imprisonment for a term not exceeding 5 years or both.

(3) A person guilty of an offence under this Act that is stated to be a category 3 offence shall be liable, on summary conviction, to a class A fine or imprisonment for a term not exceeding 6 months or both.

(4) A person guilty of an offence under this Act that is stated to be a category 4 offence shall be liable, on summary conviction, to a class A fine.

872. Court may order that convicted person remedy breach

872. The court in which a conviction for an offence under this Act is recorded or affirmed may order that the person convicted shall remedy the breach of this Act in respect of which that person was convicted.

873. Notice by Director to remedy default

873. (1) The F633[Authority may deliver a notice that complies with subsection (2) to a person if the Authority] has reasonable grounds for believing that the person has committed a category 3 or 4 offence.

(2) The notice referred to in subsection (1) is a notice that—

(a) is in the prescribed form,

(b) states that the person is alleged to have committed the offence,

(c) states that the person to whom the notice is delivered may during a period of 21 days beginning after the date of the notice, or such greater period as may be specified in the notice—

(i) remedy as far as practicable to the satisfaction of the F633[Authority] any default that constitutes the offence, and

(ii) pay to the F633[Authority] a prescribed amount which shall be accompanied by the notice,

and

(d) states that a prosecution of the person to whom the notice is delivered—

(i) will not be instituted during the period referred to in paragraph (c), and

(ii) will not be instituted in any event if, within the period referred to in paragraph (c), the default is remedied to the satisfaction of the F633[Authority] and payment is made in accordance with the notice.

(3) Where a notice is delivered under subsection (1)—

(a) a person to whom it is delivered may, during the period specified in the notice, make to the F633[Authority] payment of the amount specified in the notice, accompanied by the notice,

(b) the F633[Authority] may receive the payment and issue a receipt for it and no payment so received shall in any circumstances be recoverable by the person who made it, and

(c) a prosecution in respect of the alleged offence shall not be instituted in the period specified in the notice and if the default is remedied to the satisfaction of the F633[Authority] and payment of the amount specified in the notice is made during that period, no prosecution in respect of the alleged offence shall be instituted in any event.

(4) In a prosecution for an offence to which this section applies, the defendant shall bear the onus of showing that a payment pursuant to a notice under this section has been made.

(5) All payments made to the F633[Authority] in pursuance of this section shall be paid into or disposed of for the benefit of the Exchequer in such manner as the Minister for Public Expenditure and Reform may direct.

(6) If the person mentioned in subsection (1) is a company, then that subsection authorises the delivery of the notice mentioned in it to an officer of the company but, where the notice is delivered to that officer, the second reference in that subsection to person, and each reference in subsections (2) and (3) to the person to whom the notice is delivered or otherwise to person, is to be read as a reference to the company.

874. Special provisions applying where default in delivery of documents to Registrar

874. (1) The Registrar may deliver a notice that complies with subsection (2) to a person if the Registrar has reasonable grounds for believing that the person is in default in the delivery, filing or making to the Registrar of a return or similar document required under this Act (being a default that constitutes a category 3 or 4 offence).

(2) The notice referred to in subsection (1) is a notice that—

(a) is in the prescribed form,

(b) states that the person has failed to deliver, file or make a specified return or similar document to the Registrar under a specified provision of this Act,

(c) states that the person to whom the notice is delivered may during a period of 21 days beginning after the date of the notice, or such greater period as may be specified in the notice—

(i) remedy the default, and

(ii) pay to the Registrar a prescribed amount which shall be accompanied by the notice,

and

(d) states that a prosecution of the person to whom the notice is delivered—

(i) will not be instituted during the period referred to in paragraph (c), and

(ii) will not be instituted in any event if, within the period referred to in paragraph (c), the default is remedied and payment is made in accordance with the notice.

(3) Where a notice is delivered under subsection (1)—

(a) a person to whom it is delivered may, during the period specified in the notice, make to the Registrar payment of the amount specified in the notice, accompanied by the notice,

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

(c) a prosecution in respect of the alleged offence shall not be instituted in the period specified in the notice and if the default is remedied to the satisfaction of the Registrar and payment of the amount specified in the notice is made during that period, no prosecution in respect of the alleged offence shall be instituted in any event.

(4) In a prosecution for an offence to which this section applies, the defendant shall bear the onus of showing that a payment pursuant to a notice under this section has been made.

(5) All payments made to the Registrar in pursuance of this section shall be paid into or disposed of for the benefit of the Exchequer in such manner as the Minister for Public Expenditure and Reform may direct.

(6) If the person mentioned in subsection (1) is a company, then that subsection authorises the delivery of the notice mentioned in it to an officer of the company but, where the notice is delivered to that officer, the second reference in that subsection to person, and each reference in subsections (2) and (3) to the person to whom the notice is delivered or otherwise to person, is to be read as a reference to the company.

CHAPTER 8 Provision for enforcement of section 27(1) and additional general offences

875. Civil enforcement of prohibition on trading under misleading name

875. (1) On the application of the Registrar F634[or the Authority], the court may order that a person shall cease, within the time specified in the order, to carry on any trade, profession or business in contravention of section 27(1) if that person has—

(a) been convicted of an offence under section 27(2),

(b) been served with a notice by the Registrar or F634[Authority] requiring that person to cease to carry on a trade, profession or business in contravention of section 27(1), and

(c) failed to comply with the notice within 14 days after the date of service of the notice, or such greater period as may be specified in the notice in that behalf.

(2) In making an order under subsection (1) the court may order that all costs of and incidental to the application shall be borne by the person against whom the order is made.

876. Offence of providing false information

876. (1) A person shall be guilty of a category 2 offence if that person—

(a) in purported compliance with a provision of this Act, answers a question, provides an explanation, makes a statement or completes, signs, produces, lodges or delivers any return, report, certificate, balance sheet or other document that is false in a material particular, and

(b) knows that it is false in a material particular or is reckless as to whether it is or not,

but this subsection is subject to subsection (3) which provides for greater maximum penalties in certain cases.

(2) A person shall be guilty of a category 2 offence if—

(a) the person provides false information to an electronic filing agent knowing it to be false or being reckless as to whether it is so, and

(b) that information is subsequently transmitted in a return made, on that person’s behalf, to the Registrar,

but this subsection is subject to subsection (3) which provides for greater maximum penalties in certain cases.

(3) Where a person is convicted on indictment of an offence under subsection (1) or (2) and the court is of the opinion that any act, omission or conduct which constituted that offence has—

(a) substantially contributed to a company being unable to pay its debts,

(b) prevented or seriously impeded the orderly winding up of a company, or

then, notwithstanding that it is a category 2 offence of which he or she has been convicted, the maximum term of imprisonment and the maximum amount of fine to which the person shall be liable for the offence shall be that as provided for in section 871(1)(b) in relation to a category 1 offence.

877. Offence of destruction, mutilation or falsification of book or document

877. (1) Subject to subsection (2), an officer of a company shall be guilty of a category 2 offence who—

(a) destroys, mutilates or falsifies, or is privy to the destruction, mutilation or falsification, of any book or document affecting or relating to the property or affairs of the company, or

(b) makes or is a party to the making of a false entry in any such book or document.

(2) In any proceedings against a person in respect of an offence under subsection (1), it shall be a defence to prove that, in carrying out the destruction, mutilation or other act concerned, the person had no intention to defeat the process of the law and, in particular, the enforcement of this Act.

878. Offence of fraudulently parting with, altering or making omission in book or document

878. An officer of a company shall be guilty of a category 2 offence who—

(a) fraudulently parts with, alters, or makes an omission in any book or document affecting or relating to the property or affairs of the company, or

(b) is a party to the fraudulent parting with, fraudulent altering or fraudulent making of an omission in any such book or document.

CHAPTER 9 Evidential matters

879. Proof of certificate as to overseas incorporation

879. (1) This section applies where in any proceedings under, or for any other purpose of, this Part or Parts 1 to 13 or Part 15, the existence of a body corporate or undertaking outside the State is alleged or is otherwise in issue.

(2) In subsection (3) “relevant certificate” means a certificate that—

(a) is signed by any person purporting to hold the office of registrar of companies or assistant registrar of companies or any similar office in any country prescribed for the purposes of this section, and

(b) certifies that the body corporate or undertaking named in the certificate has been incorporated or registered in that country.

(3) A relevant certificate shall be prima facie evidence of the incorporation or registration of the named body corporate or undertaking in the country concerned without proof of the signature of the person signing the certificate and without proof that the person signing the certificate holds the office purported to be held.

880. Proof of incorporation under overseas legislation

880. (1) This section applies where in any proceedings under, or for the purposes of, this Part or Parts 1 to 13 or Part 15 the incorporation, by virtue of any Act passed in any country, not being the State, of a corporation is alleged or is otherwise in issue.

(2) A copy of any Act by which a corporation is incorporated purporting—

(a) to be passed in any country prescribed for the purposes of this section, and

(b) to be published by the Government publishers of that country,

shall, without further proof, be prima facie evidence of the incorporation of the corporation.

881. Admissibility in evidence of certain matters

881. (1) Where an answer is given by an individual to a question put to that individual in the exercise of powers conferred by any of the provisions specified in subsection (2), that answer—

(a) may be used in evidence against that individual in any civil proceedings,

(b) shall not be used in evidence against that individual in any criminal proceedings except a prosecution for perjury in respect of an answer given.

(2) The provisions referred to in subsection (1) are the following:

(a) sections 753 to 757;

(b) sections 753, 756 and 757 as applied by section 765;

(c) rules made in respect of the winding up of companies (whether by the court or voluntarily) by the rule making authority referred to in section 564.

(3) A statement required by section 593—

(a) may be used in evidence, in any civil proceedings, against any individual who makes or concurs in the making of the statement,

(b) shall not be used in evidence against that individual in any criminal proceedings except a prosecution for perjury in respect of any matter contained in the statement.

(4) A document purporting to be a copy of a report of an inspector appointed under Part 13 shall be admissible in any civil proceedings as evidence—

(a) of the facts set out in it without further proof, unless the contrary is shown, and

(b) of the opinion of the inspector in relation to any matter contained in the report.

882. Provision of information to juries

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

(a) any document admitted in evidence at the trial;

(b) the transcript of the opening speeches of counsel;

(d) the transcript of the whole or part of the evidence given at the trial;

(e) the transcript of the trial judge’s charge to the jury;

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

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

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

883. Certificate evidence

883. (1) In any legal proceedings (including proceedings relating to an offence), a certificate signed by an appropriate officer in the course of performing his or her functions is, in the absence of evidence to the contrary, proof of the following:

(a) if it certifies that the officer has examined the relevant records and that it appears from them that during a stated period an item was not received from a stated person, proof that the person did not during that period provide the item and that the item was not received;

(b) if it certifies that the officer has examined the relevant records and that it appears from them that a stated notice was not issued to a stated person, proof that the person did not receive the notice;

(c) if it certifies that the officer has examined the relevant records and that it appears from them that a stated notice was duly given to a stated person on a stated date, proof that the person received the notice on that date;

(d) if it certifies that the officer has examined the relevant records and that it appears from them that a stated notice was posted to a stated person at a stated address on a stated date, proof that the notice was received by that person at that address on a date 3 days after the date on which the document was posted;

(e) if it certifies that the officer has examined the relevant records and that it appears from them that a document was filed or registered with or delivered at a stated place, on a stated date or at a stated time, proof that the document was filed or registered with or delivered at that place, on that date or at that time.

(2) A certificate referred to in subsection (1) that purports to be signed by an appropriate officer is admissible in evidence in any legal proceedings without proof of the officer’s signature or that the officer was the proper person to sign the certificate.

(3) In this section—

“appropriate officer” means—

(a) in respect of functions that, under this Act, are to be performed by the Minister, the Minister or an officer of the Minister;

(b) in respect of functions that, under this Act, are to be performed by the F635[Authority, the Authority or an officer of the Authority];

(c) in respect of functions that, under this Act, are to be performed by the inspector or inspectors appointed under Part 13, an inspector or, where more than one inspector is appointed, any inspector;

(d) in respect of functions that, under this Act, are to be performed by the Registrar, an assistant registrar or any other person authorised by the Minister under section 887(9);

(e) in respect of functions that, under this Act, are to be performed by the Central Bank—

(i) the Head of Financial Regulation (within the meaning given by the Central Bank Act 1942); or

(ii) a person appointed by some other person to whom the Head of Financial Regulation has delegated responsibility for appointing persons for the purposes of this section;

“item” includes a document and any other thing;

“notice” includes—

(a) any request, notice, letter, demand or other document; and

(b) any form of obligation that an individual may have under this Act by reason of a demand or request made by an appropriate officer, whether communicated in writing, orally or by other means.

884. Documentary evidence

884. (1) A document prepared pursuant to any provision of this Act and purporting to be signed by any person is deemed, in the absence of evidence to the contrary, to have been signed by that person.

(2) A document submitted under this Act on behalf of any person is deemed to have been submitted by that person unless that person proves that it was submitted without that person’s consent or knowledge.

(3) A document that purports to be a copy of, or an extract from, any document kept by or on behalf of the F636[Authority and that purports to be certified by the Authority, an officer of the Authority or any person authorised by the Authority] to be a true copy of or extract from the original document is, without proof of the official position of the person certifying the document, admissible in evidence in all legal proceedings and of the same evidential effect as the original document.

(4) A document that purports to be a copy of, or an extract from, any document kept by the Minister and that purports to be certified by the Minister, an officer of the Minister or any person authorised by the Minister to be a true copy of or extract from the original document is, without proof of the official position of the person certifying the document, admissible in evidence in all legal proceedings and of the same evidential effect as the original document.

(5) A document that purports to be a copy of, or an extract from, any document kept by an inspector and that purports to be certified by the inspector or any person authorised by the inspector to be a true copy of or extract from the original document is, without proof of the official position of the person certifying the document, admissible in evidence in all legal proceedings and of the same evidential effect as the original document.

(6) A document that purports to be a copy of, or an extract from, any document kept by the Central Bank and certified by—

(a) the Head of Financial Regulation (within the meaning given by the Central Bank Act 1942), or

(b) a person authorised by the Head of Financial Regulation,

to be a true copy of or extract from the original document is, without proof of the official position of the person certifying the document, admissible in evidence in all legal proceedings and of the same evidential effect as the original document.

(7) For the purposes of this Act, a document that purports to have been created by a person is deemed, in the absence of evidence to the contrary, to have been created by that person, and any statement contained in the document is presumed to have been made by that person unless the document expressly attributes its making to some other person.

(8) This section, and in particular subsection (1), is in addition to, and does not derogate from, any other provision of this Act that provides for the receiving in evidence of a particular document and, in particular, its being received in evidence without proof of the signature of the person who purported to sign it, or that he or she possessed or held the capacity or position concerned.

885. Saving for privileged communications in context of requirements under section 724

885. Where proceedings are brought under this Act against any person, nothing in section 447 or 724 shall be taken to require any person who has acted as solicitor for the company to disclose any privileged communication made to him or her in that capacity.

886. Statutory declaration made in foreign place

886. (1) A statutory declaration made in a foreign place (in pursuance of, or for the purposes of, this Act) shall be deemed to have been validly made (in pursuance of, or for the purposes of, this Act) if—

(a) it is made in that place before a person entitled under the Solicitor’s Act 1954 to practise as a solicitor in the State, or

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