Companies Act 2014

• (3) Without prejudice to the generality of subsection (1), an officer of the Revenue Commissioners shall, notwithstanding any other law, be permitted to give or produce evidence relating to taxpayer information (within the meaning of section 851A of the Taxes Consolidation Act 1997) in connection with any proceedings initiated under this Act.

• (4) For the avoidance of doubt, the fact that particular circumstances specified in subsection (2)(a) or (b) have been invoked by an authority or other person as the basis for disclosure by it or him or her of information under that subsection shall not prevent the Authority or an officer of the Authority from using the information in relation to other circumstances specified in that subsection.]

944R. F830[Restriction of application of certain articles of Data Protection Regulation

944R. (1) Articles 14 (information to be provided where personal data have not been obtained from the data subject) and 15 (right of access by the data subject) of the Data Protection Regulation are restricted, to the extent necessary and proportionate to safeguard the effective performance by the Authority of its functions referred to in subsection (1)(b) and (e) of section 944D, where the performance of those functions give rise to the processing of personal data to which the Data Protection Regulation applies.

• (2) In this section, "Data Protection Regulation" means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 20161 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).]

944S. F831[Transfer of rights and liabilities, and continuation of leases, licences and permissions granted by office of Director

944S. (1) On the establishment day, all property (other than land) that, immediately before that day, was vested in the Director, shall stand vested in the Authority without any assignment.

• (2) A chose in action vested in the Authority under subsection (1) may, on and after the establishment day, be sued on, recovered or enforced by the Authority in its own name, and the Authority or the Minister need not give notice of such vesting to any person bound by the chose in action.

• (3) On the establishment day, all books, papers and other records that were books, papers and records of the Director immediately before that day shall be books, papers and records of the Authority and shall, accordingly, be transferred to the Authority.

• (4) Any contract, agreement or arrangement made between the Director and any other person and in force immediately before the establishment day—

• (a) continues in force on or after that day, and

• (b) has effect as if the name of the Authority were substituted in the contract, agreement or arrangement for the Director.

• (5) If, immediately before the establishment day, any proceedings are pending in any court or tribunal to which the Director is a party, the name of the Authority is substituted in the proceedings, and the proceedings do not abate by reason of the substitution.

• (6) Nothing in this Act affects the validity of any act done or in the course of being done before the establishment day by or on behalf of the Director and any such act, if and in so far as it was operative immediately before that day, has effect on and after that day as if it had been done by or on behalf of the Authority.]

944T. F832[Annual report

944T. (1) The Authority shall, as soon as practicable but in any event not later than 4 months after the end of each financial year, prepare and submit to the Minister a report on its activities in that year (in this section referred to as the "annual report"), and the Minister shall, as soon as may be after receiving the annual report, cause copies of the annual report to be laid before each House of the Oireachtas.

• (2) Notwithstanding subsection (1), if, but for this subsection, the first annual report would relate to a period of less than 6 months, the first annual report shall relate to that period and to the financial year immediately following that period and shall be made as soon as may be, but not later than 4 months after the end of that year.

• (3) An annual report shall include information in such form and regarding such matters as the Minister may direct but nothing in this subsection shall be construed as requiring the Authority to include information the inclusion of which would, in the opinion of the Authority, be likely to prejudice the performance of its functions.

• (4) The Authority may from time to time provide the Minister with such information about the performance of its functions as it considers appropriate and shall provide the Minister with advice on any matter relating to those functions, as the Minister may from time to time request (other than information the provision of which would, in the opinion of the Authority, be likely to prejudice the performance of its functions).

• (5) The Authority shall arrange for an annual report that has been laid before each House of the Oireachtas in accordance with subsection (1) to be published on the Authority’s website as soon as practicable after copies of the report are so laid.]

944U. F833[Strategy statement and work programme

944U. (1) (a) The Authority shall, as soon as practicable after the establishment day, and thereafter not earlier than 6 months before and not later than the expiration of each subsequent period of 3 years following the establishment day, prepare and submit to the Minister a strategy statement in respect of the period of 3 years immediately following the year in which the strategy statement is so submitted.

• (b) In this section, "strategy statement" means a statement that—

• (i) specifies the key objectives, outputs and related strategies, including use of resources, of the Authority,

• (ii) except for the first strategy statement, includes a review of the outcomes and effectiveness of the preceding strategy statement,

• (iii) includes any other matters (with the exception of any on-going investigation or prosecution) that the Minister may direct, and

• (iv) is prepared in a form and manner that is in accordance with any directions issued from time to time by the Minister.

• (2) The Minister shall, as soon as practicable after a strategy statement has been submitted to him or her under subsection (1), cause a copy of it to be laid before each House of the Oireachtas.

• (3) The Authority shall ensure that, as soon as practicable after copies of a strategy statement are laid before both Houses of the Oireachtas in accordance with subsection (2), the strategy statement is published on the Authority’s website.

• (4) When preparing a strategy statement, the Authority may consult such persons as it considers appropriate.

• (5) The Authority shall prepare and submit to the Minister, at least one month before the commencement of each financial year, a work programme relating to the discharge of its functions, including—

• (a) having regard to the strategy statement, the objectives of the Authority for that year and its strategy for achieving those objectives,

• (b) the priorities of the Authority for that year, having regard to those objectives and its available resources, and

• (c) any other matters that the Minister may from time to time specify when issuing directions or guidelines under subsection (6).

• (6) The Minister may, from time to time, issue directions or guidelines to the Authority concerning the preparation of the work programme and the Authority shall comply with those directions and prepare the work programme in accordance with those guidelines.]

944V. F834[Grants to Authority

944V. In each financial year, the Minister may advance to the Authority out of moneys provided by the Oireachtas such sums as the Minister may, with the consent of the Minister for Public Expenditure and Reform, determine.]

944W. F835[Liability of Authority for acts or omissions

944W. Neither—

• (a) a Member or former Member of the Authority, nor

• (b) a present or former officer of the Authority,

is liable for damages for anything done, anything purported to be done or anything omitted to be done by him or her in performing a function under this Act, unless the act or omission is shown to be in bad faith.]

944X. F836[Accounts of Authority

944X. (1) The Authority shall—

• (a) submit estimates of income and expenditure to the Minister in such form, in respect of such periods and at such times as may be required by the Minister, and

• (b) provide the Minister with any information which the Minister may require in relation to such estimates, including proposals and future plans relating to the performance by the Authority of its functions.

• (2) The Authority shall keep in such form as may be approved by the Minister with the consent of the Minister for Public Expenditure and Reform all proper and usual accounts of all money received or expended by it and, in particular, shall keep in such form as aforesaid all such special accounts (if any) as the Minister may, with the consent of the Minister for Public Expenditure and Reform, from time to time direct.

• (3) The Authority shall, whenever so requested by the Minister, permit any person appointed by the Minister to examine the books or other records of account of the Authority in respect of any financial year or other period and shall facilitate any such examination, and the Authority shall pay such fee for the examination as may be fixed by the Minister.

• (4) Accounts kept in accordance with this section shall be submitted, not later than 1 April in the year immediately following the financial year to which they relate or on such earlier date as the Minister may, from time to time, specify, to the Comptroller and Auditor General for audit and, immediately after the audit, a copy of the accounts, and of such other accounts (if any) as the Minister, after consultation with the Minister for Public Expenditure and Reform, may direct and a copy of the Comptroller and Auditor General’s report on the accounts shall be presented to the Minister who shall, as soon as may be after they are so presented, cause copies thereof to be laid before each House of the Oireachtas.]

944Y. F837[Final annual report of Director

944Y. (1) The Authority shall prepare a final annual report for the Director.

• (2) Section 944T shall apply, with all necessary modifications, in relation to an annual report prepared under this section.]

F838[CHAPTER 3B Investigation of director or former director of public-interest entity to find whether such director has engaged in certain prohibited conduct, etc.

944Z. Definitions (sections 944Z to 944AH)

944Z. (1) In this section and sections 944AA to 944AH—

"court" means the High Court;

"monetary sanction", in relation to a relevant director, means the monetary sanction referred to in section 944AB(2)(c);

"public notice of relevant sanction imposed", in relation to a relevant director, means the publication in accordance with section 944AE(1) of the relevant director’s particulars referred to in that section together with the other related particulars referred to in that section;

"relevant contravention" has the meaning assigned to it by section 900;

"relevant decision", in relation to a relevant director, means—

• (a) a decision under section 944AA(2) that the director has engaged in conduct giving rise (whether in whole or in part) to a relevant contravention,

• (b) if, in consequence of a decision referred to in paragraph (a), the Authority decides under section 944AA(2) to impose a relevant sanction on the relevant director, the decision to impose that sanction, or

• (c) both such decisions;

"relevant director" has the meaning assigned to it by section 900;

"relevant sanction", in relation to a relevant director, means a sanction referred to in section 944AB(2);

"section 944AD agreement" shall be read in accordance with section 944AD(1);

"Supervisory Authority" has the meaning assigned to it by section 900.]

944AA. F839[Provisions applicable where Authority receives particulars, etc., from Supervisory Authority concerning relevant contravention and relevant director

944AA. (1) This section applies where—

• (a) the Authority has received from the Supervisory Authority particulars referred to in section 936A(2) and (where applicable) information and documents and assistance referred to in section 936A(3), and

• (b) in consequence thereof, the Authority has investigated under Part 13 a relevant director in order to find whether or not the relevant director has engaged in conduct giving rise (whether in whole or in part) to a relevant contravention.

• (2) Subject to section 944AH(3) and (4), where the Authority finds that a relevant director has engaged in conduct giving rise (whether in whole or in part) to the relevant contravention, the Authority may impose such relevant sanction on the relevant director as the Authority considers appropriate after having regard to the circumstances referred to in section 944AC(2).

• (3) Subject to subsection (4), the relevant director the subject of a relevant decision may appeal to the court against the decision.

• (4) An appeal under subsection (3) shall be brought within 3 months after the date on which the relevant director was notified of the relevant decision by the Authority.

• (5) A finding or relevant decision of the Authority under this section is not a bar to any civil or criminal proceedings against the relevant director who is the subject of the finding or relevant decision.

• (6) Subject to subsection (7), the Corporate Enforcement Authority shall, as soon as practicable after imposing under this section a relevant sanction on a relevant director, give particulars of the relevant director and of the sanction imposed to the Supervisory Authority.

• (7) The Corporate Enforcement Authority shall immediately communicate to the Supervisory Authority particulars of any direction given by the Authority under section 944AB(2)(b).]

944AB. F840[Sanctions which Authority may impose on relevant director for certain conduct

944AB. (1) This section applies to a relevant director the subject of a decision under section 944AA(2) that the director has engaged in conduct giving rise (whether in whole or in part) to a relevant contravention.

• (2) Subject to section 944AC, the Authority may impose on the relevant director one or more of the following sanctions in relation to the relevant contravention:

• (a) a direction to the relevant director that he or she cease the conduct giving rise (whether in whole or in part) to the contravention and abstain from any repetition of that conduct;

• (b) a direction to the relevant director prohibiting the director, for the period specified in the direction (being a period of not more than 3 years’ duration), from performing functions in audit firms or public-interest entities;

• (c) subject to section 944AF, a direction to the director to pay an amount, as specified in the direction but not exceeding €100,000, to the Authority.

• (3) In default of payment of an amount referred to in subsection (2)(c), the Authority may recover that amount as a simple contract debt in any court of competent jurisdiction.]

944AC. F841[Relevant circumstances to be considered in imposing relevant sanctions on relevant director

944AC. (1) This section applies to a relevant director the subject of a decision under section 944AA(2) that the director has engaged in conduct giving rise (whether in whole or in part) to a relevant contravention.

• (2) In imposing a relevant sanction on a relevant director, the Authority shall consider the following circumstances:

• (a) the gravity and duration of the relevant contravention;

• (b) the degree of responsibility of the relevant director;

• (c) the financial strength of the relevant director (including the annual income of the director);

• (d) the amount of profits gained or losses avoided by the relevant director in consequence of the contravention, in so far as they can be determined;

• (e) the level of cooperation of the relevant director with the Supervisory Authority or Corporate Enforcement Authority, or both;

• (f) previous impositions of relevant sanctions on the relevant director (including relevant sanctions within the meaning of section 957AA as in force before the commencement of section 3 of the Companies (Corporate Enforcement Authority) Act 2021).]

944AD. F842[Resolution of suspected certain conduct by agreement - relevant director

944AD. (1) Subject to subsection (2), if the Authority believes on reasonable grounds that a relevant director has engaged in conduct (in this section referred to as the "relevant conduct") giving rise (whether in whole or in part) to a relevant contravention referred to in section 936A(1), the Authority and the relevant director may, at their absolute discretion, enter into an agreement (in this section referred to as a "section 944AD agreement") to resolve the matters relating to such conduct.

• (2) The following provisions shall apply to the section 944AD agreement:

• (a) the agreement may be entered into notwithstanding that no investigation under Part 13 into the relevant conduct has been commenced;

• (b) the agreement may be entered into after an investigation under Part 13 into the relevant conduct has been commenced but, subject to paragraph (d), not after it has been completed;

• (c) without prejudice to the generality of the terms of the agreement, such terms may include terms under which the relevant director accepts the imposition of one or more relevant sanctions that may be imposed;

• (d) the agreement may be entered into after an investigation under Part 13 has been undertaken and carried out only to the extent to determine which sanctions (if any) referred to in paragraph (c) to impose on the relevant director;

• (e) the terms of the agreement are binding on the Authority and the relevant director.

• (3) Subject to subsection (6), the provisions of sections 944AB, 944AC, 944AE, 944AF and 944AG shall apply, with any necessary modifications, to any relevant sanctions imposed on a relevant director pursuant to a section 944AD agreement as those sections apply to any relevant sanctions imposed on a relevant director otherwise than pursuant to a section 944AD agreement.

• (4) Subject to subsection (5), where the relevant director with whom the Authority has entered into the section 944AD agreement fails to comply with one or more of the terms of the agreement, the Authority may apply to the court for an order compelling that relevant director to comply with those terms.

• (5) In default of payment, any amount agreed to be paid to the Authority by the relevant director under the section 944AD agreement may be recovered by the Authority from the relevant director as a simple contract debt in any court of competent jurisdiction.

• (6) The necessary modifications referred to in subsection (3), in so far as section 944AE is concerned, include reading that section as if—

• (a) the following subsection were substituted for subsection (1) of that section:

• "(1) Subject to subsection (3), the Authority shall, in so far as a relevant decision imposes a relevant sanction on a relevant director, as soon as practicable, publish on its website particulars of the relevant contravention to which the relevant sanction relates, particulars of the relevant conduct, particulars of the relevant sanction imposed and particulars of the relevant director on whom the relevant sanction was imposed.",

• (b) subsections (2) and (4) of that section were deleted, and

• (c) in subsection (5) of that section, the reference to "or (2)" were deleted.

• (7) Section 944AH shall be disregarded for the purposes of a section 944AD agreement.]

944AE. F843[Publication of relevant sanction imposed on relevant director

944AE. (1) Subject to subsections (2) and (3), the Authority shall, in so far as a relevant decision imposes a relevant sanction on a relevant director, as soon as practicable after—

• (a) that decision has been confirmed by the court as referred to in section 944AH(4), or

• (b) a decision of the court under section 944AH(2)(b) has been made to impose a different relevant sanction on the relevant director,

publish on its website particulars of the relevant contravention to which the relevant sanction relates, particulars of the relevant conduct, particulars of the relevant sanction imposed and particulars of the relevant director on whom the relevant sanction was imposed.

• (2) Subject to subsection (4), if there is an appeal to the court from a confirmation referred to in subsection (1)(a), or a decision referred to in subsection (1)(b), the Authority shall, as soon as practicable, as it considers appropriate, publish particulars on its website of the status or outcome of the appeal.

• (3) The Authority shall publish the particulars, comprising a public notice of a relevant sanction imposed, on an anonymous basis on the Authority’s website in any one or more of the following circumstances:

• (a) the Authority, following an assessment of the proportionality of the publication of those particulars in accordance with subsection (1) in so far as personal data are concerned, is of the opinion that, in relation to the relevant sanction imposed on the relevant director, such publication would be disproportionate;

• (b) the Authority is of the opinion that the publication of those particulars in accordance with subsection (1) would jeopardise the stability of financial markets or an ongoing criminal investigation;

• (c) the Authority is of the opinion that the publication of those particulars in accordance with subsection (1) would cause disproportionate damage to the relevant director.

• (4) Subsection (2) shall not apply in any case where subsection (3) applies.

• (5) The Authority shall ensure that particulars published on its website in accordance with subsection (1) or (2) remain on its website for at least 5 years.

• (6) The Corporate Enforcement Authority shall, as soon as practicable after publishing a public notice of a relevant sanction imposed in relation to a relevant director, give particulars of the relevant director and of the relevant sanction imposed to the Supervisory Authority.]

944AF. F844[Limitations on imposing monetary sanctions on relevant director

944AF. (1) If the Authority decides to impose a monetary sanction on a relevant director, the Authority shall not impose an amount that would be likely to cause the relevant director to be adjudicated bankrupt.

• (2) If the conduct engaged in by the relevant director has given rise (whether in whole or in part) to 2 or more relevant contraventions, the Authority shall not impose more than one monetary sanction on the relevant director in respect of the same conduct.]

944AG. F845[Relevant director not to be liable to be penalised twice for same conduct

944AG. (1) If the Authority imposes a monetary sanction on a relevant director and the conduct engaged in by the relevant director that has given rise (whether in whole or in part) to the relevant contravention is an offence under the law of the State, the relevant director shall not be liable to be prosecuted or punished for the offence under that law.

• (2) The Authority shall not impose a monetary sanction on a relevant director if—

• (a) the relevant director has been charged with having committed an offence under a law of the State and has either been found guilty or not guilty of having committed the offence, and

• (b) the offence involves the conduct engaged in by the relevant director that has given rise (whether in whole or in part) to the relevant contravention.]

944AH. F846[Appeals to and orders of court, including orders confirming decisions of Authority

944AH. (1) In an appeal under section 944AA(3), the court may consider any evidence adduced or argument made, whether or not adduced or made to the Authority.

• (2) On the hearing of such an appeal, the court may make any order or give any direction it thinks fit, including an order—

• (a) confirming the decision under appeal, or

• (b) modifying or annulling that decision.

• (3) A relevant decision, in so far as it relates to the imposition of a relevant sanction on a relevant director, does not take effect until that decision is confirmed by the court either—

• (a) on appeal under section 944AA(3), or

• (b) on application by the Authority under subsection (4).

• (4) On application by motion on notice by the Authority for an order confirming a decision referred to in subsection (3), the court may make an order confirming the decision or may refuse to make such an order.

• (5) On an application under section 944AD(4) for an order compelling compliance with a section 944AD agreement, the court may make any order or give any direction as it thinks fit.]

CHAPTER 4 Company Law Review Group

958. Company Law Review Group

958. (1) The Company Law Review Group, established by section 67 of the Company Law Enforcement Act 2001, shall continue in being.

• (2) That Group is referred to in this Chapter as the “Review Group”.

959. Functions of Review Group

959. (1) The Review Group shall monitor, review and advise the Minister on matters concerning—

• (a) the implementation of this Act,

• (b) the amendment of this Act,

• (c) where subsequent enactments amend this Act, the consolidation of those enactments and this Act or the preparation of a restatement under the Statute Law (Restatement) Act 2002 in respect of them,

• (d) the introduction of new legislation relating to the operation of companies and commercial practices in Ireland,

• (e) the Rules of the Superior Courts and judgments of courts relating to companies,

• (f) issues arising from the State’s membership of the European Union in so far as they affect the operation of this Act,

• (g) international developments in company law in so far as they provide lessons for improved State practice, and

• (h) other related matters or issues, including issues submitted by the Minister to the Review Group for consideration.

• (2) In advising the Minister the Review Group shall seek to promote enterprise, facilitate commerce, simplify the operation of this Act, enhance corporate governance and encourage commercial probity.

960. Membership of Review Group

960. (1) The Review Group shall consist of the persons appointed by the Minister to be members of it.

• (2) The Minister shall appoint a member of the Review Group to be its chairperson.

• (3) Members of the Review Group shall be paid such remuneration and allowances for expenses as the Minister, with the consent of the Minister for Public Expenditure and Reform, may determine.

• (4) A member of the Review Group may at any time resign his or her membership by letter addressed to the Minister.

• (5) The Minister may at any time, for stated reasons, terminate a person’s membership of the Review Group.

• (6) Any appointment of a person as a member of the Review Group, or of a member of it as chairperson, made before the commencement of this section shall continue in being in accordance with its terms.

961. Meetings and business of Review Group

961. (1) The Minister shall, at least once in every 2 years, after consultation with the Review Group, determine the programme of work to be undertaken by the Review Group over the ensuing specified period.

• (2) A work programme determined by the Minister under section 70(1) of the Company Law Enforcement Act 2001 before the commencement of this section shall, for the unexpired portion of the period to which it relates, continue to be undertaken by the Review Group.

• (3) Notwithstanding subsection (1), the Minister may, from time to time, amend the Review Group’s work programme, including the period to which it relates.

• (4) The Review Group shall hold such and so many meetings as may be necessary for the performance of its functions and the achievement of its work programme and may regulate the procedure of those meetings (including by the establishment of subcommittees and fixing a quorum) as it considers appropriate.

• (5) The members shall elect one of themselves as chairperson for any meeting from which the chairperson of the Review Group is absent.

• (6) A member of the Review Group, but not the chairperson, may nominate a deputy to attend in his or her place any meeting that the member is unable to attend.

962. Annual report and provision of information to Minister

962. (1) Not later than 3 months after the end of each year, the Review Group shall make a report to the Minister on its activities during that year and the Minister shall ensure that copies of the report are laid before each House of the Oireachtas within 2 months after the date of receipt of the report.

• (2) The report shall include information in such form and regarding such matters as the Minister may direct.

• (3) The Review Group shall, if so requested by the Minister, provide a report to the Minister on any matter—

• (a) concerning the functions or activities of the Review Group, or

• (b) referred by the Minister to the Review Group for its advice.

PART 16 DESIGNATED ACTIVITY COMPANIES

CHAPTER 1 Preliminary and definitions

963. Definitions (Part 16)

963. In this Part—

“constitution” shall be read in accordance with section 967(1);

“DAC limited by guarantee” means a DAC falling within paragraph (b) of the definition of “designated activity company” in this section;

“DAC limited by shares” means a DAC falling within paragraph (a) of the definition of

“designated activity company” in this section;

“designated activity company” or “DAC” means a company that, as provided under section 965(2), has either—

• (a) the status of a private company limited by shares registered under this Part (as distinct from a private company limited by shares registered under Part 2); or

• (b) the status of a private company limited by guarantee, and having a share capital.

964. Application of Parts 1 to 14 to DACs

964. (1) The provisions of Parts 1 to 14 apply to a DAC except to the extent that they are disapplied or modified by—

• (a) this section; or

• (b) any other provision of this Part.

• (2) For the purposes of that application, section 10(1) shall have effect as if it read:

• “(1) Unless expressly provided otherwise, a reference in Parts 2 to 14 to a company is a reference to a DAC.”.

• (3) Subject to subsection (4), the provisions of this Act specified in the Table to this section shall not apply to a DAC.

• (4) In relation to a DAC limited by guarantee the non-application of section 32(1) is provided for by section 976 and, accordingly, the entry of that provision in the Table to this section shall (so far as it relates to that type of DAC) be disregarded.

• (5) The specification in the foregoing Table of a provision (a “specified provision”) of Parts 1 to 14 also operates to disapply to a DAC any other provision of those Parts (notwithstanding that it is not specified in that Table) that makes consequential, incidental or supplemental provision on, or in relation to, the specified provision.

Table

Provisions disapplied to DACs

Subject matter	Provision disapplied
Way of forming a private company limited by shares	Section 17
Company to carry on activity in the State and prohibition of certain activities	Section 18
Form of the constitution	Section 19
Certificate of incorporation to state that company is a private company limited by shares	Section 25(3)
Provisions as to names of companies	Section 26(1) to (4)
Trading under a misleading name	Section 27
Amendment of constitution by special resolution	Section 32(1)
Capacity of private company limited by shares	Section 38
Variation of rights attached to special classes of shares	Section 88
Directors	Section 128
Share qualifications of directors	Section 136
Liability as contributories of past and present members	Section 655

CHAPTER 2 Incorporation and consequential matters

965. Way of forming a DAC and the 2 types of DAC

965. (1) A DAC may be formed for any lawful purpose by any person or persons subscribing to a constitution and complying with the relevant provisions of—

• (a) Chapter 2 of Part 2, as applied by this Part, and

• (b) this Part,

in relation to registration of a DAC.

• (2) If the memorandum of the DAC contains the statement referred to in—

• (a) section 967(2)(b)(i), the DAC shall have the status of a private company limited by shares registered under this Part (as distinct from a private company limited by shares registered under Part 2), or

• (b) section 967(2)(b)(ii), the DAC shall have the status of a private company limited by guarantee, and having a share capital.

• (3) Without prejudice to the means by which a DAC may be formed under the relevant provisions referred to in subsection (1), a company may be registered as a DAC by means of—

• (a) re-registration as a DAC (but only as one limited by shares) pursuant to Chapter 6 of Part 2,

• (b) the re-registration, or registration, as a DAC of a body corporate pursuant to Part 20 or Part 22,

• (c) the merger of 2 or more companies pursuant to Chapter 3 of Part 9,

• (d) the division of a company pursuant to Chapter 4 of Part 9, or

• F847[(e) the merger, conversion or division operation provided for by the European Union (Cross-Border Conversions, Mergers and Divisions) Regulations 2023 (S.I. No. 233 of 2023).]

• (4) The liability of a member of a DAC at any time shall be limited—

• (a) in the case of a DAC limited by shares, to the amount, if any, unpaid on the shares registered in the member’s name at that time,

• (b) in the case of a DAC limited by guarantee, to—

• (i) the amount undertaken, as mentioned in section 967(2)(f), to be contributed by him or her to the assets of the DAC in the event of its being wound up, and

• (ii) the amount, if any, unpaid on the shares registered in the member’s name at that time.

• (5) Subsection (4) is without prejudice to any other liability to which a member may be subject as provided by this Act.

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

• (7) Those persons are—

• (a) a person in the employment of the DAC who is a member of it,

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

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

• (9) Any registration of a person as a member of a DAC in excess of the limit provided by subsection (6) shall be void.

• (10) The certificate of incorporation issued under section 25(1) shall state that the company is a designated activity company limited by shares or, as the case may be, a designated activity company limited by guarantee.

966. DAC to carry on activity in the State

966. A DAC shall not be formed and registered unless it appears to the Registrar that the DAC, when registered, will carry on an activity in the State, being an activity that is mentioned in its memorandum.

967. The form of a DAC’s constitution

967. (1) Subject to subsection (3), the constitution of a DAC shall be in the form of a memorandum of association and articles of association which together are referred to in this Part as a “constitution”.

• (2) The memorandum of association of a DAC shall state—

• (a) its name,

• (b) that it is a designated activity company having the status, as the case may be, of—

• (i) a private company limited by shares, or

• (ii) a private company limited by guarantee, and having a share capital,

registered under this Part,

• (c) its objects,

• (d) that the liability of its members is limited,

• (e) in the case of a DAC limited by shares, the amount of share capital with which the DAC proposes to be registered and the division thereof into shares of a fixed amount,

• (f) in the case of a DAC limited by guarantee — in addition to the matter set out in the preceding paragraph — that each member undertakes that, if the company is wound up while he or she is a member, or within one year after the date on which he or she ceases to be a member, he or she will contribute to the assets of the company such amount as may be required for—

• (i) payment of the debts and liabilities of the company contracted before he or she ceases to be a member,

• (ii) payment of the costs, charges and expenses of winding up, and

• (iii) adjustment of the rights of contributories among themselves,

not exceeding an amount specified in the memorandum.

• (3) The constitution of a DAC shall—

• (a) in addition to the matters specified in subsection (2), state the number of shares (which shall not be less than one) taken by each subscriber to the constitution, (b) be in accordance with the form set out in—

• (i) Schedule 7 — in the case of a DAC limited by shares, or

• (ii) Schedule 8 — in the case of a DAC limited by guarantee,

or, in either case, as near thereto as circumstances permit,

• (c) be printed in an entire format, that is to say the memorandum and articles shall be contained in the one document, being a document either in legible form or (as long as it is capable of being reproduced in legible form) in non-legible form, and

• (d) either—

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

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

• (4) Where, subsequent to the registration of the constitution, an amendment of the memorandum of association is made affecting the matter of share capital, or another matter, referred to in subsection (2), that subsection shall be read as requiring the memorandum to state the matter as it stands in consequence of that amendment.

968. Supplemental provisions in relation to constitution

968. (1) This section—

• (a) contains provisions as to the articles of a DAC, and

• (b) provides that, in certain circumstances, a default position shall obtain in relation to the articles of a DAC.

• (2) In this section—

“mandatory provision” means a provision of any of Parts 1 to 14 (as applied by this Part) or of this Part that is not an optional provision;

“optional provision” means a provision of any of Parts 1 to 14 (as applied by this Part) or of this Part that—

• (a) contains a statement to the effect, or is governed by provision elsewhere to the effect, that the provision applies save to the extent that the constitution provides otherwise or unless the constitution states otherwise; or

• (b) is otherwise of such import.

• (3) The articles of a DAC may contain regulations in relation to the DAC.

• (4) So far as the articles of a DAC do not exclude or modify an optional provision, that optional provision shall apply in relation to the DAC.

• (5) Articles, instead of containing any regulations in relation to the DAC, may consist solely of a statement to the effect that the provisions of the Companies Act 2014 are adopted and, if the articles consist solely of such a statement, subsection (4) shall apply.

969. Provisions as to names of DACs

969. (1) The name of a DAC shall end with one of the following:

— designated activity company;

— cuideachta ghníomhaíochta ainmnithe.

• (2) The words “designated activity company” may be abbreviated to “d.a.c.” or “dac” (including either such abbreviation in capitalised form) in any usage after the company’s registration by any person including the DAC.

• (3) The words “cuideachta ghníomhaíochta ainmnithe” may be abbreviated to “c.g.a.” or “cga” (including either such abbreviation in capitalised form) in any usage after the company’s registration by any person including the DAC.

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

970. Trading under a misleading name

970. (1) Subject to subsection (6), neither a body that is not a DAC nor an individual shall carry on any trade, profession or business under a name which includes, as its last part, the words “designated activity company”, or “cuideachta ghníomhaíochta ainmnithe” or abbreviations of those words.

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

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

• (4) Those circumstances are circumstances in which the fact that it is a DAC is likely to be material to any person.

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

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

• (a) to which Part 21 applies, and

• (b) which has provisions in its constitution that would entitle it to rank as a DAC if it had been registered in the State.

971. Power to dispense with “designated activity company” or Irish equivalent in name of charitable and other companies

971. (1) A DAC shall, notwithstanding its registration as a company with limited liability, be exempt from the provisions of this Act relating to the use of the words “designated activity company” or “cuideachta ghníomhaíochta ainmnithe” as part of its name and the publishing of its name, but shall enjoy all the privileges and shall (subject to this section) be subject to all the obligations of a DAC, where—

• (a) its objects are the promotion of commerce, art, science, education, religion, charity or any other prescribed object, and

• (b) its constitution—

• (i) requires its profits (if any) or other income to be applied to the promotion of its objects,

• (ii) prohibits the making of distributions to its members, and

• (iii) requires all the assets which would otherwise be available to its members to be transferred on its winding up to another company whose objects comply with paragraph (a) and which meets the requirements of this paragraph,

and

• (c) a director or secretary of the company (or, in the case of an association about to be formed as a limited company, one of the persons who are to be the first directors or the person who is to be the first secretary of the company) has delivered to the Registrar a statement in the prescribed form that the company complies or, where applicable, will comply with the requirements of paragraphs (a) and (b).

• (2) The Registrar shall refuse to register as a DAC any association about to be formed as a DAC by a name which does not include the words “designated activity company” or “cuideachta ghníomhaíochta ainmnithe” unless a statement, as provided for under subsection (1)(c), has been delivered to the Registrar.

• (3) An application by a company registered as a DAC for a change of name, being a change that includes or consists of the omission of the words “designated activity company” or “cuideachta ghníomhaíochta ainmnithe”, shall be made in accordance with section 30 and the Registrar shall refuse to accede to the application unless a statement, as provided for under subsection (1)(c), has been delivered to the Registrar.

• (4) A DAC which is exempt under subsection (1) and which is permitted to omit the words “designated activity company” or “cuideachta ghníomhaíochta ainmnithe” from its name shall not alter its constitution so that it ceases to comply with the requirements of that subsection.

• (5) If it appears to the Registrar that a DAC which is registered under a name not including the words “designated activity company” or “cuideachta ghníomhaíochta ainmnithe”—

• (a) has carried on any business other than the promotion of any of the objects mentioned in subsection (1)(a),

• (b) has applied any of its profits or other income otherwise than in promoting such objects, or

• (c) has made a distribution to any of its members,

the Registrar may, in writing, direct the DAC to change its name within such period as may be specified in the direction so that its name ends with the words “designated activity company” or “cuideachta ghníomhaíochta ainmnithe”, and the change of name shall be made in accordance with section 30.

• (6) A DAC which has received a direction under subsection (5) shall not thereafter be registered by a name which does not include the words “designated activity company” or “cuideachta ghníomhaíochta ainmnithe” without the approval of the Registrar.

• (7) A person who—

• (a) alters the constitution of a DAC in contravention of subsection (4), or

• (b) fails to comply with a direction from the Registrar under subsection (5),

shall be guilty of a category 3 offence.

• (8) Subsections (9) to (12) have effect notwithstanding—

• (a) the repeal by the Act of 2001 of section 24, as originally enacted, of the Act of 1963 (the “original section 24”), or

• (b) the repeal by this Act of section 24, inserted by section 88(1) of the Act of 2001, of the Act of 1963 (the “substituted section 24”) or of the Act of 2001.

• (9) A licence that—

• (a) had been granted by the Minister pursuant to subsection (1) or (2) of the original section 24 to a private company limited by shares (being a company that has re-registered as a DAC pursuant to Chapter 6 of Part 2), and

• (b) is in force immediately before the commencement of this section,

shall continue to have effect but with the modification that it shall operate to exempt the company from the use of the words “designated activity company” or “cuideachta ghníomhaíochta ainmnithe” as part of its name and the publishing of its name.

• (10) Subsections (4) to (7) of the original section 24 shall continue in force in relation to the foregoing licence as if that section 24 had never been repealed, except that references in those subsections to the Minister, wherever occurring, shall be read as references to the Registrar.

• (11) An exemption that immediately before the repeal of the Act of 2001 operated, by virtue of the substituted section 24, in favour of a private company limited by shares (being a company that has re-registered as a DAC pursuant to Chapter 6 of Part 2) shall continue to have effect but—

• (a) with the modification that it shall operate to exempt the company from the use of the words “designated activity company” or “cuideachta ghníomhaíochta ainmnithe” as part of its name and the publishing of its name, and

• (b) subject to subsection (12).

• (12) Subsections (4) to (7) shall, with the necessary modifications, apply to a foregoing exemption as they apply to an exemption under subsection (1).

• (13) In relation to a DAC that avails itself of the exemption under subsection (1), or continues to avail itself of a licence or exemption referred to in subsection (9) or (11), section 151 shall have effect as if, in addition to the particulars specified in subsection (2)(a) to (c) of that section to be included on all business letters and order forms of the DAC, there were specified in that subsection the fact of the DAC being a limited company.

• (14) In this section “Act of 2001” means the Company Law Enforcement Act 2001.

972. Capacity of a DAC

972. (1) A DAC shall have the capacity to do any act or thing stated in the objects set out in its memorandum.

• (2) For the purposes of subsection (1)—

• (a) the reference in it to an object includes a reference to anything stated in the memorandum to be a power to do any act or thing (whether the word “power” is used or not),

• (b) if an object is stated in the DAC’s memorandum without the following also being stated in relation to it, the capacity of the DAC extends to doing any act or thing that appears to it to be requisite, advantageous or incidental to, or to facilitate, the attainment of that object and that is not inconsistent with any enactment,

and a subsequent reference in this Part to an object of a DAC shall be read accordingly.

973. Capacity not limited by a DAC’s constitution

973. (1) The validity of an act done by a DAC shall not be called into question on the ground of lack of capacity by reason of anything contained in the DAC’s objects.

• (2) A member of a DAC may bring proceedings to restrain the doing of an act which, but for subsection (1), would be beyond the DAC’s capacity but no such proceedings shall lie in respect of any act to be done in fulfilment of a legal obligation arising from a previous act of the DAC.

• (3) Notwithstanding the enactment of subsection (1), it remains the duty of the directors to observe any limitations on their powers flowing from the DAC’s objects and action by the directors which, but for subsection (1), would be beyond the DAC’s capacity may only be ratified by the DAC by special resolution.

• (4) A resolution ratifying such action shall not affect any liability incurred by the directors or any other person; if relief from any such liability is to be conferred by the DAC it must be agreed to separately by a special resolution of it.

• (5) A party to a transaction with a DAC is not bound to enquire as to whether it is permitted by the DAC’s objects.

974. Alteration of objects clause by special resolution

974. (1) Subject to subsection (2), a DAC may, by special resolution, alter the provisions of its memorandum of association by abandoning, restricting or amending any existing object or by adopting a new object and any alteration so made shall be as valid as if originally contained therein, and be subject to alteration in like manner.

• (2) If an application is made to the court in accordance with this section for the alteration to be cancelled, it shall not have effect except in so far as it is confirmed by the court.

• (3) Subject to subsection (4), an application under this section may be made—

• (a) by the holders of not less, in the aggregate, than 15 per cent in nominal value of the DAC’s issued share capital or any class thereof, or

• (b) by the holders of not less than 15 per cent of the DAC’s debentures, entitling the holders to object to alterations of its objects.

• (4) An application shall not be made under this section by any person who has consented to or voted in favour of the alteration.

• (5) An application under this section shall be made within 21 days after the date on which the resolution altering the DAC’s objects was passed and may be made on behalf of the persons entitled to make the application by such one or more of their number as they may appoint in writing for the purpose.

• (6) On an application under this section, the court may—

• (a) make an order cancelling the alteration or confirming the alteration, either wholly or in part, and on such terms and conditions as it thinks fit, and

• (b) if it thinks fit, adjourn the proceedings in order that an arrangement may be made to the satisfaction of the court for the purchase of the interests of dissenting members and may give such directions and make such orders as it may think expedient for facilitating or carrying into effect any such arrangement.

• (7) An order under this section may, if the court thinks fit, provide for the purchase by the DAC of the shares of any members of the DAC and for the reduction accordingly of the DAC’s company capital and may make such alterations in the constitution of the DAC as may be required in consequence of that provision; and such a purchase may be so ordered notwithstanding anything in section 102.

975. Supplemental provisions in relation to section 974

975. (1) Where an order under section 974 requires the DAC not to make any, or any specified, alteration in its constitution, then, notwithstanding anything in this Act, but subject to the provisions of the order, the DAC shall not have power, without the leave of the court, to make any such alteration in contravention of that requirement.

• (2) Any alteration in the constitution of a DAC made by virtue of an order under section 974, other than one made by resolution of the DAC, shall be of the same effect as if duly made by resolution of the DAC and the provisions of this Act shall apply to the constitution as so altered accordingly.

• (3) Notice of the meeting at which the special resolution altering a DAC’s objects is intended to be proposed shall be given to any holders of the DAC’s debentures that entitle the holders to object to alterations of its objects; that notice shall be the same as that given to members of the DAC, so however that not less than 10 days’ notice shall be given to the holders of any such debentures.

• (4) If the written resolution procedure is used in the matter, notice, which shall not be less than 10 days, of the proposed use of that procedure shall, together with a copy of the proposed text of the resolution, be given to the debenture holders referred to in subsection (3).

• (5) In default of any provisions in the DAC’s constitution regulating the giving to the foregoing debenture holders of notice referred to in subsection (3) or (4), the provisions of Part 4 or, as the case may be, of the DAC’s constitution regulating the giving of notice to members shall apply.

• (6) Without prejudice to subsections (3) and (4), in the case of a DAC which is, by virtue of section 971, permitted to omit the words “designated activity company” or “cuideachta ghníomhaíochta ainmnithe” from its name, notice of—

• (a) the meeting at which the special resolution altering a DAC’s objects is intended to be proposed, or

• (b) if the written resolution procedure is used in the matter, notice of the proposed use of that procedure, together with a copy of the proposed text of the resolution,

shall be given to the Registrar and subsections (3) to (5) shall apply as respects such notice as they apply as respects notice of the meeting or resolution to debenture holders.

• (7) Where a DAC passes a resolution altering its objects—

• (a) if no application is made under section 974 with respect to the alteration, it shall, within 15 days after the end of the period for making such an application, deliver to the Registrar a copy of its memorandum of association as altered, and

• (b) if such an application is made, it shall—

• (i) forthwith give notice of that fact to the Registrar, and

• (ii) within 15 days after the date of any order cancelling or confirming the alteration, deliver to the Registrar a certified copy of the order and, in the case of an order confirming the alteration, a copy of the memorandum as altered.

• (8) The court may by order at any time extend the time for delivery of documents to the Registrar under subsection (7)(b) for such period as the court may think proper.

• (9) If a DAC makes default in giving notice or delivering any document to the Registrar as required by subsection (7), the DAC and any officer of it who is in default shall be guilty of a category 4 offence.

976. Restriction of section 32(1) in relation to a DAC limited by guarantee

976. (1) Other than in respect of making an amendment of the type specified in subsection (2), section 32(1) shall not apply in relation to a DAC limited by guarantee.

• (2) The amendment referred to in subsection (1) is an amendment of the amount referred to in section 967(2)(f) that is specified in the memorandum of the DAC limited by guarantee.

977. Alteration of articles by special resolution

977. (1) Subject to the provisions of this Act and to the conditions contained in its memorandum, a DAC may, by special resolution, alter or add to its articles.

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

978. Power to alter provisions in memorandum which could have been contained in articles

978. (1) Subject to subsection (2), sections 32(4) and (5) and 212, any provision contained in a DAC’s memorandum which could lawfully have been contained in articles instead of in the memorandum may, subject to the provisions of this section, be altered by the DAC by special resolution.

• (2) If an application is made to the court for the alteration to be cancelled, it shall not have effect except in so far as it is confirmed by the court.

• (3) This section shall not apply where the memorandum itself provides for or prohibits the alteration of all or any of the foregoing provisions, and shall not authorise any variation or abrogation of the special rights of any class of members.

• (4) section 974(3) to (7) (other than subsection (3)(b)) and section 975 (other than subsections (3) to (6)) shall apply in relation to any alteration and to any application made under this section as they apply in relation to alterations and to applications made under those sections.

CHAPTER 3 Share capital

979. Status of existing guarantee company, having a share capital

979. (1) This section—

• (a) makes provision as to the status of an existing guarantee company, having a share capital; and

• (b) continues in force the memorandum and articles of such a company.

• (2) In this section—

“existing guarantee company, having a share capital” means a private company limited by guarantee, having a share capital, which—

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

• (b) is in existence immediately before the commencement of this section;

“mandatory provision” means a provision of any of Parts 1 to 14 (as applied by this Part) or of this Part that is not an optional provision;

“optional provision” means a provision of any of Parts 1 to 14 (as applied by this Part) or of this Part that—

• (a) contains a statement to the effect, or is governed by provision elsewhere to the effect, that the provision applies save to the extent that the constitution provides otherwise or unless the constitution states otherwise; or

• (b) is otherwise of such import.

• (3) An existing guarantee company, having a share capital shall, on and from the commencement of this section, continue in existence and be deemed to be a DAC limited by guarantee to which this Part applies.

• (4) Section 980 contains provisions—

• (a) for enabling such a company to continue to use, for a limited period, “limited” or “teoranta” in its name despite the foregoing status that it has assumed; and

• (b) deeming the name of such a company, after a specified period and in default of its having changed its name in that fashion, to be altered by the replacement of—

• (i) “designated activity company” for “limited” at the end thereof; or

• (ii) “cuideachta ghníomhaíochta ainmnithe” for “teoranta” at the end thereof;

as the case may be.

• (5) Reference, express or implied, in this Act to the date of registration of a company mentioned in a preceding subsection shall be read as a reference to the date on which the company was registered under the Joint Stock Companies Act 1862, the Companies (Consolidation) Act 1908 or the prior Companies Acts, as the case may be.

• (6) The memorandum and articles of an existing guarantee company, having a share capital shall—

• (a) save to the extent that they are inconsistent with a mandatory provision, and

• (b) in the case of the memorandum, subject to section 980(6),

continue in force but may be altered or added to under and in accordance with the conditions under which memorandums or articles, whenever registered, are permitted by this Act to be altered or added to.

• (7) References in the provisions of a memorandum or articles so continued in force to any provision of the prior Companies Acts shall be read as references to the corresponding provision of this Act.

• (8) To the extent that an existing guarantee company, having a share capital was, immediately before the commencement of this section, governed by—

• (a) the regulations of Table D in the First Schedule to the Act of 1963, or

• (b) the regulations of any Table referred to in section 3(9)(b), (c) or (d) of the Act of 1963,

it shall, after that commencement, continue to be governed by those regulations but—

• (i) this is save to the extent that those regulations are inconsistent with a mandatory provision,

• (ii) those regulations may be altered or added to under and in accordance with the conditions under which articles, whenever registered, are permitted by this Act to be altered or added to, and

• (iii) references in the regulations to any provision of the prior Companies Acts shall be read as references to the corresponding provision of this Act.

980. Transitional provision — use of “limited” or “teoranta” by existing guarantee company, having a share capital

980. (1) In this section—

“existing guarantee company, having a share capital” has the same meaning as it has in section 979;

“new provisions” means the provisions of this Part (and the relevant provisions of Part 2 as applied by this Part) relating to the use of either of the required sets of words (or their abbreviations) set out in subsection (2);

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

• (2) For the purposes of this section, each of the following is a required set of words—

• (a) “designated activity company”;

• (b) “cuideachta ghníomhaíochta ainmnithe”.

• (3) The reference—

• (a) in the preceding definition of “new provisions”, and

• (b) in subsection (4),

to provisions relating to the use of any words includes a reference to provisions conferring an exemption from the use of those words.

• (4) During—

• (a) the transition period, or

• (b) if before the expiry of that period the company has changed its name to include either of the required sets of words, the period preceding the making of that change,

the provisions of the prior Companies Acts relating to the use of limited or teoranta (or their abbreviations) shall apply as respects the name of an existing guarantee company, having a share capital in place of the new provisions.

• (5) On and from—

• (a) the expiry of the transition period, or

• (b) the company changing its name to include either of the required sets of words,

whichever happens first, the new provisions shall apply as respects the name of an existing guarantee company, having a share capital.

• (6) Without prejudice to the generality of subsection (5), on the expiry of the transition period (and the company has not changed its name before then to include either of the required sets of words), the name of an existing guarantee company, having a share capital, as set out in its memorandum, shall be deemed to be altered by the replacement of—

• (a) “designated activity company” for “limited” at the end thereof, or

• (b) “cuideachta ghníomhaíochta ainmnithe” for “teoranta” at the end thereof, as the case may be.

• (7) Where the name, as set out in its memorandum, of an existing guarantee company, having a share capital is altered by virtue of subsection (6), the Registrar shall issue to the company a fresh certificate of incorporation in respect of it, being a certificate of incorporation that is altered to meet the circumstances of the case.

981. Limitation on offers by DACs of securities to the public

981. Section 68 shall apply to a DAC as if the following subsection were substituted for subsection (2):

• “(2) A company shall—

  • (a) neither apply to have securities (or interests in them) admitted to trading or to be listed on, nor

  • (b) have securities (or interests in them) admitted to trading or listed on,

  any market, whether a regulated market or not, in the State or elsewhere; however nothing in this subsection prohibits the admission to trading or listing (or an application being made therefor) on any market of debentures (or interests in them) for the purposes of any of paragraphs (a) to (e) of subsection (3).”.

982. Variation of rights attached to special classes of shares

982. (1) This section shall have effect with respect to the variation of the rights attached to any class of shares in a DAC whose share capital is divided into shares of different classes, whether or not the DAC is being wound up.

• (2) Where the rights are attached to a class of shares in the DAC otherwise than by the memorandum, and the articles of the DAC do not contain provision with respect to the variation of the rights, those rights may be varied if, but only if—