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State Partially repealed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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articles 1871

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

(b) in the case of section 1075 — a special resolution of the PLC,

before the release is entered into, and any such purported release by a PLC which has not been authorised in that manner shall be void.

(3) Subsections (5), (7) and (8) of section 105 shall apply to a resolution under subsection (2) and, for the purposes of this subsection, subsection (8) of section 105 shall have effect as if the references in it to the contract of purchase were references to the release concerned.

1077. Relationship of certain acquisition provisions to those in Part 3

1077. (1) For the avoidance of doubt, the provisions of Part 3 that make consequential or supplementary provision in respect of an acquisition by a company under section 105 of its own shares (and, in particular, the provisions referred to in subsection (2)) apply to an acquisition by a PLC of its own shares referred to in sections 1071 to 1076, and the authorisation of any contract thereunder, unless a contrary intention is indicated in one of those latter sections.

(2) The particular provisions mentioned in subsection (1) are those that contain reference, however expressed, to a contract authorised under section 105.

1078. Off-market re-allotment of treasury shares by PLC

1078. (1) The maximum and minimum prices at which treasury shares may be re-allotted off-market (the “re-allotment price range”) by a PLC shall be determined in advance by the PLC in general meeting in accordance with subsections (2) to (4) and such determination may fix different maximum and minimum prices for different shares.

(2) Where the treasury shares to be re-allotted are derived in whole or in part from shares purchased by the PLC in accordance with the provisions of Part 3 (as applied by this Part) the re-allotment price range of the whole or such part (as the case may be) of those shares shall be determined by special resolution of the PLC passed at the meeting at which the resolution authorising that purchase has been passed and such determination shall, for the purposes of this section, remain effective with respect to those shares for the requisite period.

(3) Where the treasury shares to be re-allotted are derived in whole or in part from shares redeemed by the PLC in accordance with the provisions of Part 3 (as applied by this Part) the re-allotment price range of the whole or such part (as the case may be) of those shares shall be determined by special resolution of the PLC passed before any contract for the re-allotment of those shares is entered into and such determination shall, for the purposes of this section, remain effective with respect to those shares for the requisite period.

(4) The PLC may from time to time by special resolution vary or renew a determination of re-allotment price range under subsection (2) or (3) with respect to particular treasury shares before any contract for re-allotment of those shares is entered into and any such variation or renewal shall, for the purposes of this section, remain effective as a determination of the re-allotment price range of those shares for the requisite period.

(5) A re-allotment by a PLC of treasury shares in contravention of subsection (2), (3) or (4) shall be unlawful.

(6) For the purposes of determining in this section whether treasury shares are re-allotted off-market, the provisions of section 1072 shall have effect with the substitution of the words “re-allotment”, “off-market re-allotment” and “re-allotted” respectively for the words “purchase”, “off-market purchase” and “purchased” in subsection (1)(a) of that section.

(7) In this section, the “requisite period” means the period of 18 months after the date of the passing of the resolution determining the re-allotment price range or varying or renewing (as the case may be) such determination or such lesser period of time as the resolution may specify.

1079. Return to be made to Registrar under section 116(1)

1079. (1) In its application to shares, the subject of an overseas market purchase by a PLC, section 116(1) shall apply as if “3 days” were substituted for “30 days”.

(2) In addition to the requirements of section 116, the return required to be made by a PLC under that section shall state—

(a) the aggregate amount paid by the PLC for the shares; and

(b) the maximum and minimum prices paid in respect of each class purchased.

(3) Where subsection (2) applies, then the following subsection shall be substituted for subsection (2) of section 116:

“(2) Particulars of shares delivered to the company on different dates and under different contracts may be included in a single return to the Registrar, and in such a case the amount required to be stated under section 1079(2)(a) shall be the aggregate amount paid by the company for all the shares to which the return relates.”.

1080. Duty of PLC to publish particulars of overseas market purchase

1080. (1) Whenever shares for which dealing facilities are provided on a regulated market or other market referred to in section 1072(2)(a) are the subject of an overseas market purchase either by the PLC which issued the shares or by a company which is that PLC’s subsidiary, the PLC which issued the shares has the following duty.

(2) That duty of the PLC is to publish—

(a) on its website; or

(b) in any other prescribed manner;

for a continuous period of not less than 28 days beginning on the day that next follows the overseas market purchase concerned and is a day on which the market concerned is open for business the following information for total purchases on the market concerned on each such day—

(i) the date, in the place outside the State where the market concerned is located, of the overseas market purchase;

(ii) the purchase price at which the shares were purchased, or the highest such price and lowest such price paid by the PLC or the subsidiary;

(iii) the number of shares which were purchased; and

(iv) the market on which the shares were purchased.

(3) If a PLC fails to fulfil its duty under subsection (1), the PLC and any officer of it who is in default shall be guilty of a category 3 offence.

1081. Duty of PLC to notify authorised market operator

1081. (1) Whenever shares for which dealing facilities are provided on a regulated market have been purchased, either by the PLC which issued the shares or by a company which is that PLC’s subsidiary, then, save where the purchase was an overseas market purchase, the PLC whose shares have been purchased has the following duty.

(2) That duty of the PLC is to notify the authorised market operator concerned of the fact of that purchase; that operator may publish, in such manner as it may determine, any information received by it under this subsection.

(3) That duty shall be fulfilled before the end of the day after that on which the purchase concerned has taken place.

(4) If a PLC fails to fulfil its duty under subsection (1), the PLC and any officer of it who is in default shall be guilty of a category 3 offence.

CHAPTER 6 Distribution by a PLC

1082. Restriction on distribution of assets

1082. (1) A PLC may only make a distribution at any time—

(a) if at that time the amount of its net assets is not less than the aggregate of the PLC’s called-up share capital and its undistributable reserves; and

(b) if, and to the extent that, the distribution does not reduce the amount of those assets to less than that aggregate.

(2) For the purposes of this section the undistributable reserves of a PLC are—

(a) the PLC’s undenominated capital;

(b) the amount by which the PLC’s accumulated, unrealised profits, so far as not previously utilised by any capitalisation, exceed its accumulated, unrealised losses, so far as not previously written off in a reduction or reorganisation of capital duly made; and

(c) any other reserve which the PLC is prohibited from distributing by any enactment, other than one contained in this Part, or by its constitution.

(3) Subsections (4) to (8) of section 117 shall apply for the purposes of this section as they apply for the purposes of that section.

(4) A PLC shall not include any uncalled share capital as an asset in any financial statement relevant for the purposes of this section.

1083. Relevant financial statements in the case of distribution by PLC

1083. (1) In addition to its application for the purpose of determining whether a distribution may be made by a PLC without contravening section 117, and the amount of any distribution which may be so made, section 121 shall apply for the purpose of determining whether a distribution may be made by a PLC without contravening section 1082, and the amount of any distribution which may be so made.

(2) Accordingly section 1082 shall be treated as contravened in the case of a distribution unless the requirements of section 121 in relation to the financial statements mentioned therein are complied with in the case of that distribution.

(3) For the purposes of the application of section 121, by virtue of subsection (1), to a distribution (and without prejudice to that section’s application otherwise to a distribution by a PLC)—

(a) there shall, in section 121(2)(b), be substituted “if that distribution would be found to contravene section 1082” for “if that distribution would be found to contravene section 117”; and

(b) there shall, in section 121(3)(a) and (c), be substituted “whether that distribution would be in contravention of section 1082” for “whether that distribution would be in contravention of section 117”.

(4) In addition to the foregoing provisions as regards section 121’s application, subsections (5) to (8) contain provisions supplementing section 121’s application in the case of a distribution by a PLC and that section shall have effect accordingly.

(5) The following requirements apply to interim financial statements, as referred to in section 121, that are prepared for a proposed distribution by a PLC, that is to say:

(a) the financial statements shall have been properly prepared or have been so prepared subject only to matters which are not material for the purpose of determining, by reference to the relevant items as stated in those statements, whether that distribution would be in contravention of section 117 or 1082, as the case may be;

(b) a copy of those financial statements shall have been delivered to the Registrar;

(c) if the financial statements are in a language other than the English or Irish language, a translation into English or Irish of the statements which has been certified in the prescribed manner to be a correct translation, shall also have been delivered to the Registrar.

(6) The following requirements apply to initial financial statements, as referred to in section 121, that are prepared for a proposed distribution by a PLC, that is to say:

(a) the financial statements shall have been properly prepared or have been so prepared subject only to matters which are not material for the purpose of determining, by reference to the relevant items as stated in those statements, whether that distribution would be in contravention of section 117 or 1082, as the case may be;

(b) the statutory auditors of the PLC shall have made a report stating whether, in their opinion, the financial statements have been properly prepared;

(c) if, by virtue of anything referred to in that report, the report is not an unqualified report, the statutory auditors shall also have stated in writing whether, in their opinion, that thing is material for the purpose of determining, by reference to the relevant items as stated in those financial statements, whether that distribution would be in contravention of section 117 or 1082, as the case may be;

(d) a copy of those financial statements, of the report made under paragraph (b) and of any such statement shall have been delivered to the Registrar; and

(e) if the financial statements are, or that report or statement is, in a language other than the English or Irish language, a translation into English or Irish of the financial statements, the report or statement, as the case may be, which has been certified in the prescribed manner to be a correct translation, shall also have been delivered to the Registrar.

(7) For the purposes of this section, section 121(6) shall apply as if “Where subsection (3)(a) or section 1083(5)(a) or 1083(6)(a) applies to the relevant financial statements” were substituted for “Where subsection (3)(a) applies to the relevant entity financial statements”.

(8) The reference in the definition of “properly prepared” in section 121(7) to financial statements includes a reference to interim or initial financial statements referred to in subsection (5) or (6) and, for the purpose of that definition as it relates to either such type of statement, section 290 and section 291 or 292 as appropriate, and, where applicable, F876[Schedule 3 or 3A, as the case may be] shall be deemed to have effect in relation to interim and initial financial statements with such modifications as are necessary by reason of the fact that the financial statements are prepared otherwise than in respect of a financial year.

1084. Limitation on reduction by a PLC of its company capital

1084. A PLC may not reduce its company capital below the authorised minimum and section 84 shall be read accordingly.

CHAPTER 7 Uncertificated securities

1085. Transfer in writing

1085. The following:

(a) section 6 of the Statute of Frauds 1695;

(b) section 28(6) of the Supreme Court of Judicature (Ireland) Act 1877;

(d) any other enactment or rule of law requiring the execution, under hand or seal, of a document in writing for the transfer of property,

shall not apply (if they would otherwise do so) to any transfer of title to securities pursuant to—

(i) section 12 of the Electronic Commerce Act 2000; or

(ii) procedures authorised or required pursuant to regulations made by the Minister under section 1086.

1086. Power to make regulations for the transfer of securities

1086. (1) The Minister may make provision by regulations for enabling or requiring title to securities or any class of securities to be evidenced and transferred without a written instrument.

(2) Subject to any exceptions that may be specified in the regulations, the regulations may, in respect of—

(a) securities of public limited companies admitted to trading on a regulated market,

(b) securities of public limited companies admitted to trading on a market other than a regulated market, or

provide that the means provided by the regulations for evidencing and transferring title to such securities shall constitute the sole and exclusive means for doing so (and accordingly, that any purported transfer of such securities otherwise than by those means shall be void).

(3) In this section—

(a) “securities” means transferable securities as defined by Directive 2004/39/EC of the European Parliament and the Council of 21 April 2004;

(b) references to title to securities include any legal or equitable interest in securities; and

(4) The regulations may make provision—

(a) for procedures for recording and transferring title to securities; and

(b) for the regulation of those procedures and the persons responsible for or involved in their operation; and

(c) for dispensing with the obligations of a company under section 99 to issue certificates and providing for alternative procedures.

(5) The regulations shall contain such safeguards as appear to the Minister appropriate for the protection of investors and for ensuring that competition is not restricted, distorted or prevented.

(6) The regulations may, for the purpose of enabling or facilitating the operation of the new procedures, make provision with respect to the rights and obligations of persons in relation to securities dealt with under the procedures.

(7) The regulations shall be framed so as to secure that the rights and obligations in relation to securities dealt with under the new procedures correspond, so far as practicable, with those which would arise apart from any regulations under this section.

(8) The regulations may—

(a) require the provision of statements by a company to holders of securities (at specified intervals or on specified occasions) of the securities held in their name;

(b) make provision removing any requirement for the holders of securities to surrender existing share certificates to issuers; and

(c) make provision that the requirements of the regulations supersede any existing requirements in the articles of association of a company which would be incompatible with the requirements of the regulations.

1087. Supplemental provisions in relation to section 1086

1087. (1) Without prejudice to the generality of subsections (5) to (8) of section 1086, regulations under that section shall not contain provisions that would result in a person who, but for the regulations, would be entitled—

(a) to have his or her name entered in the register of members of a company, or

(b) to give instructions in respect of any securities,

ceasing to be so entitled.

(2) Regulations under section 1086 may include such supplementary, incidental and transitional provisions as appear to the Minister to be necessary or expedient.

(3) In particular, provision may be made for the purpose of giving effect to—

(a) the transmission of title of securities by operation of law;

(b) any restriction on the transfer of title to securities arising by virtue of the provisions of any enactment or instrument, court order or agreement;

(4) Regulations under section 1086 may, for the purposes mentioned in that section and this section, make provision with respect to the persons who are to be responsible for the operation of the new procedures and for those purposes may empower the Minister to delegate to any person willing and able to discharge them, any functions of the Minister under the regulations.

(5) Regulations under section 1086 may make different provision for different cases.

CHAPTER 7A Uncertificated securities of relevant issuers

1087A. F877[ Interpretation

1087A. In this Chapter—

"central securities depository" means a central securities depository within the meaning of the CSD Regulation that is authorised to perform services in the State;

"CSD Regulation" means Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014⁶ on improving securities settlement in the European Union and on central securities depositories and amending Directives 98/26/EC and 2014/65/EU and Regulation (EU) No 236/2012;

"relevant issuer" means a public limited company that has issued securities that are relevant securities;

F878["relevant securities" means securities that are—

(a) issued by a relevant issuer, and

(b) registered in the name of—

(i) a central securities depository, or

(ii) a body as may from time to time be nominated by a central securities depository to hold securities represented in that depository’s securities settlement system;]

"securities settlement system" has the meaning given to it by the CSD Regulation.]

1087B. Notwithstanding section 99(2), a relevant issuer is not required to issue share certificates in respect of relevant securities that are registered in the name of a central securities depository (or, as the case may be, a body nominated by that depository) and title of the central securities depository (or, as the case may be, a body nominated by that depository) to the relevant securities shall be evidenced by the recording of the name and address of that depository (or, as the case may be, its nominee) in the register of members of the relevant issuer.]

1087C. F880[Written instrument of transfer

1087C. Notwithstanding section 94(4), section 2 (1) of the Stock Transfer Act 1963or any other enactment, a written instrument of transfer shall not be necessary to transfer title (which transfer may occur more than once) to—

(a) relevant securities from a central securities depository (or, as the case may be, a body nominated by that depository) to any holder of the rights or interests in those securities,

(b) relevant securities from one central securities depository (or, as the case may be, a body nominated by that depository) to another central securities depository (or, as the case may be, a body nominated by that depository), or

(c) securities in the relevant issuer to the central securities depository (or, as the case may be, a body nominated by that depository) from any holder of the rights or interests in those securities.]

1087D. F881[Alternative special majority for Schemes of Arrangement

1087D. (1) In section 449(1), "special majority" insofar as it applies to members of a relevant issuer, means a majority representing at least 75 per cent in value of the members or class of members, as the case may be, present and voting either in person or by proxy at the scheme meeting.

(2) Where any part of the issued shares of a relevant issuer is held outside of a central securities depository (or, as the case may be, a body nominated by that depository), and the special majority referred to in subsection (1) applies, the quorum for a scheme meeting referred to in subsection (1) shall be at least two persons holding or representing by proxy at least one-third in nominal value of the issued shares, or class of shares, as the case may be, in the relevant issuer and section 182 shall, in relation to that meeting, be construed accordingly.]

1087E. F882[ Disapplication of additional requirement

1087E. (1) Where a relevant scheme, contract or offer under section 457 is made in the capital of a relevant issuer that is an offeree company, the additional requirement in section 458(3) does not have to be satisfied with regard to the offeror’s right of buy-out.

(2) In subsection (1) —

"offeree company" and "offeror" have the same meaning as they have respectively in section 457(1);

"relevant scheme, contract or offer" has the same meaning as it has in section 457(1).]

1087F. F883[Irrevocable power of attorney

1087F. (1) An irrevocable power of attorney shall be granted where—

(a) the terms of an offer by an offeror for any or all shares of a relevant issuer provide that a person accepting the offer creates an irrevocable power of attorney in favour of the offeror, and

(b) acceptance of that offer is communicated by way of dematerialised instructions.

(2) In subsection (1) —

"dematerialised instructions" mean instructions that are sent or received by means of a securities settlement system of a central securities depository in accordance with the procedures of that settlement system;

"offeror" includes a person nominated by the offeror.]

1087G. F884[Record date for participation and voting in general meeting

F885[1087G. (1) The provisions of section 1105 shall apply to general meetings held by a relevant issuer with the modification that “record date” (as that expression is used in that section) in relation to a relevant issuer shall be close of business on the day before a date not more than 72 hours before the general meeting to which it relates.

(2) Subject to subsection (3), where a meeting referred to in subsection (1) is adjourned, the record date for the adjourned meeting shall be the same record date as for the original meeting.

(3) Where—

(a) a meeting referred to in subsection (1) is adjourned for 14 days or more, and

(b) notice of the adjourned meeting is given to members,

the record date for the adjourned meeting shall be close of business on the day before a date not more than 72 hours before the adjourned meeting to which it relates.]]

1087H. F886[Definition of subsidiary

1087H. (1) For the purposes of section 7 (definition of subsidiary), in determining whether the lower company is a subsidiary of the superior company, any shares held or power exercisable by a central securities depository (or, as the case may be, a body nominated by that depository) in a relevant issuer for the purpose of the provision of a securities settlement system by that central securities depository (or, as the case may be, a body nominated by that depository) shall be treated as not held or exercisable by that depository (or, as the case may be, the body so nominated).

(2) In subsection (1) —

"shares" includes relevant securities;

"lower company" and "superior company" have the same meaning as they have respectively in section 7.]

F887[CHAPTER 7B Dematerialisation of applicable securities]

1087I. F888[Interpretation

1087I. (1) In this Chapter –

"applicable securities" means transferable securities as defined in point (44) of Article 4(1) of Directive 2014/65/EU that –

(a) are issued by a relevant issuer,

(b) are admitted to trading or traded on a trading venue, and

"central securities depository" has the same meaning as it has in section 1087A;

"certificate" means any certificate, or other document of, or evidencing, title to applicable securities, other than any register of securities;

"CSD Regulation" has the same meaning as it has in section 1087A;

"nominee" means, in respect of a central securities depository, any body as may from time to time be nominated by or on behalf of that central securities depository to hold applicable securities represented in that central securities depository’s securities settlement system;

"relevant issuer" means a PLC that has issued securities that are applicable securities;

"securities settlement system" has the meaning given to it in section 1087A;

"trading venue" has the meaning given to it in Article 2 of the CSD Regulation.

(2) A word or expression that is used in this Chapter, Chapter 5A of Part 3 or Chapter 3A of Part 16 and is also used in the CSD Regulation has, unless the contrary intention appears, the same meaning in this Chapter, Chapter 5A of Part 3 or Chapter 3A of Part 16 that it has in the CSD Regulation.]

1087J. F889[Application of Chapter

1087J. This Chapter shall apply –

(a) from 1 January 2023, to applicable securities issued after that date, and

(b) from 1 January 2025, to any applicable securities issued on or before 1 January 2023.]

1087K. F890[Abolition of certificates in respect of applicable securities

1087K. Notwithstanding subsections (1) and (4) of section 67 –

(a) a relevant issuer is not required to issue certificates in respect of applicable securities under this Act or any other enactment, and

(b) any certificates in issue in respect of applicable securities shall have no legal effect for the purpose of evidence of ownership of those applicable securities or otherwise.]

1087L. F891[Transfer of applicable securities

1087L. Notwithstanding section 94(4), section 2 (1) of the Stock Transfer Act 1963 or any other enactment, a written instrument of transfer shall not be necessary to transfer the title to applicable securities –

(a) that are shares, or

(b) in the case of applicable securities other than shares, that are transferred –

(i) from a central securities depository or its nominee to any holder of the rights or interests in those securities,

(ii) from one central securities depository or its nominee to another central securities depository or its nominee, or

(iii) to a central securities depository or its nominee from any holder of the rights or interests in those securities.]

1087M. F892[Restrictions on transfer of applicable securities

1087M. The provisions of section 95(2)(b) shall apply to the directors’ power to decline to register any instrument of transfer of shares that are applicable securities with the modification that the instrument of transfer is not required to be accompanied by the certificate of the shares to which the instrument of transfer relates.]

1087N. F893[Disapplication of certain provisions to applicable securities

1087N. The following sections shall not apply to applicable securities:

(a) section 67(3);

(b) section 99 as it applies to shares and debentures allotted or, as the case may be, transferred;

(c) section 1017 as it applies to securities issued by a PLC and documents creating or evidencing securities so issued;

(d) subsections (4) to (8) of section 1019.]

1087O. F894[Disapplication of requirement for certificate in respect of applicable securities

1087O. Any provision contained in –

(a) a constitution of a PLC,

(b) any resolution of a PLC, a PLC’s directors or the holders of applicable securities of a PLC, or

(however worded and whether express or implied), requiring a certificate in respect of applicable securities of the company shall not apply.]

1087P. F895[Representation of applicable securities

1087P. Nothing in this Chapter shall affect or restrict a PLC arranging for applicable securities to be represented in book-entry form as immobilisation or dematerialisation by a central securities depository or its nominee.]

CHAPTER 8 Corporate governance

1088. Number of directors of a PLC

1088. (1) A PLC shall have at least 2 directors.

(2) Nothing in Parts 1 to 14 that makes provision in the case of a company having a sole director shall apply to a PLC.

1089. PLC, with 2 or more members, may not dispense with holding of a.g.m.

1089. Section 175(3) and (4) (which relate to dispensing with the holding of an annual general meeting) shall not apply to a PLC if it has more than one member.

1090. Rotation of directors

1090. (1) Each provision of this section applies save to the extent that the PLC’s constitution provides otherwise.

(2) At the first annual general meeting of the PLC all the directors shall retire from office.

(3) At the annual general meeting in every subsequent year, one-third of the directors for the time being, or, if their number is not 3 or a multiple of 3, then the number nearest one-third shall retire from office.

(4) The directors to retire in every year shall be those who have been longest in office since their last election but as between persons who became directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot.

(5) A retiring director shall be eligible for re-election.

(6) The PLC, at the meeting at which a director retires in any of the foregoing instances, may fill the vacated office by electing a person to it.

(7) In default of the PLC doing so, the retiring director shall, if offering himself or herself for re-election, be deemed to have been re-elected, unless—

(a) at such meeting it is expressly resolved not to fill such vacated office, or

(b) a resolution for the re-election of such director has been put to the meeting and lost.

1091. Modification of section 149(8)’s operation where public or local offer co-incides with change among directors

1091. Where—

(a) a change among a PLC’s directors occurs, and

(b) prior to the end of the period referred to in section 149(8) (as that provision operates apart from this section) for the sending to the Registrar of the notification required by that provision of the change, the PLC issues a prospectus or, in the case of a local offer (within the meaning of Chapter 1 of Part 23), a document for the purposes of making such an offer,

then, notwithstanding that the foregoing period has not expired, the PLC shall send that notification to the Registrar no later than the time of issue of such prospectus or document, and section 149(8) shall be read and operate accordingly.

1092. Remuneration of directors

1092. (1) F896[Subject to subsection (4), each] provision of this section applies save to the extent that the PLC’s constitution provides otherwise.

(2) F896[Subject to section 1110M, the remuneration of] the directors of a PLC shall be such as is determined, from time to time, by the PLC in general meeting and such remuneration shall be deemed to accrue from day to day.

(3) The directors of a PLC may also be paid all travelling, hotel and other expenses properly incurred by them—

(a) in attending and returning from—

(i) meetings of the directors or any committee referred to in section 160(9), or

(ii) general meetings of the PLC,

(b) otherwise in connection with the business of the PLC.

F897[(4) Where Chapter 8C applies to a PLC, nothing in this section shall be read as disapplying, or allowing a PLC to disapply, a requirement under that Chapter.]

1093. Application of section 193 in relation to PLC

1093. Section 193 shall apply to a PLC as if, in subsection (1), after “Notwithstanding any provision to the contrary in this Act”, there were inserted “and unless the constitution provides otherwise”.

1094. Provisions consequent on participation by PLC in system for uncertificated transfer of securities

1094. (1) Sections 1095 and 1096 have effect where a PLC is a participating issuer.

(2) Sections 1095 and 1096 are without prejudice to sections 1099 to 1110.

(3) In this section and sections 1095 and 1096 “participating issuer” has the meaning given to it by—

(a) the Companies Act 1990 (Uncertificated Securities) Regulations 1996 (S.I. No. 68 of 1996) which regulations are continued in force by Schedule 6; or

(b) if regulations under section 1086 are made and those regulations—

(i) replace the regulations referred to in paragraph (a) — those replacement regulations; or

(ii) amend the regulations referred to in paragraph (a) — the latter regulations as they stand so amended.

1095. Attendance and voting at meetings

1095. (1) For the purposes of determining which persons are entitled to attend or vote at a meeting, and how many votes such persons may cast, a PLC that is a participating issuer may specify in the notice of the meeting a time, not more than 48 hours before the time fixed for the meeting, by which a person must be entered on the relevant register of securities in order to have the right to attend or vote at the meeting.

(2) Changes to entries on the relevant register of securities after the time specified by virtue of subsection (1) shall be disregarded in determining the rights of any person to attend or vote at the meeting, notwithstanding any provisions in any enactment, articles of association or other instrument to the contrary.

(3) In this section, “register of securities” has the meaning given to it by—

(a) the Companies Act 1990 (Uncertificated Securities) Regulations 1996 (S.I. No. 68 of 1996) which regulations are continued in force by Schedule 6; or

(b) if regulations under section 1086 are made and those regulations—

(i) replace the regulations referred to in paragraph (a) — those replacement regulations; or

(ii) amend the regulations referred to in paragraph (a) — the latter regulations as they stand so amended.

1096. Notice of meetings

1096. (1) For the purposes of serving notices of meetings, whether under section 218, any other enactment, a provision in the articles or any other instrument, a participating issuer may determine that persons entitled to receive such notices are those persons entered on the relevant register of securities at the close of business on a day determined by the participating issuer.

(2) The day determined by a participating issuer under subsection (1) may not be more than 7 days before the day that the notices of the meeting are sent.

(3) In this section “register of securities” has the same meaning as subsection (3) of section 1095 provides it is to have in that section.

1097. Application of section 167 to PLC that is not a public-interest entity under S.I. No. 220 of 2010

1097. Section 167 shall apply to a PLC that does not fall within F898[section 1551 (which relates to an obligation of a public-interest entity to establish an audit committee)] and, for the avoidance of doubt, that section shall apply irrespective of the balance sheet amount or the amount of turnover of the PLC for any financial year.

1098. Length of notice of general meetings to be given

1098. Subject to section 1102, in its application to a PLC, section 181(1) shall apply as if the following paragraph were substituted for paragraph (b):

“(b) in the case of any other extraordinary general meeting, by not less than 14 days’ notice.”.

1098A. F899[Application of section 176A in relation to PLCs

1098A. The application of section 176A to a PLC is in addition and without prejudice to the application of section 1106 in the case of a traded PLC.]

1099. Additional rights of shareholders in certain PLCs (provisions implementing Shareholders’ Rights Directive 2007/36/EC)

1099. (1)F900[(1) Sections 1100 to 1110 have effect in relation to—

(a) a notice of a general meeting given by a traded PLC, and

(b) otherwise in relation to a general meeting of a traded PLC.]

(2) Sections 1100 to 1110 have effect notwithstanding anything in the PLC’s constitution.

F901[(3) Sections 1100 to 1110 F902[and Chapters 8A, 8B, 8C and 8D] shall not have effect in respect of a company to which the resolution tools, powers or mechanisms provided for in Part 4 of the Bank Recovery and Resolution Regulations are applied or exercised.]

F902[(4) In this section, and sections 1100 to 1110, "traded PLC" means a PLC—

(a) whose shares are admitted to trading on a regulated market in any Member State, and

(b) that is neither—

(i) an undertaking for collective investment in transferrable securities within the meaning of Article 1(2) of Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS)⁵, nor

(ii) a collective investment undertaking within the meaning of point (a) of Article 4(1) of Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No. 1060/2009 and (EU) No. 1095/2010⁶.]

1100. Equality of treatment of shareholders

1100. In addition to any provisions of Part 4 imposing requirements on the company in that behalf, a traded PLC shall ensure equal treatment for all members who are in the same position with regard to the exercise of voting rights and participation in a general meeting of the company.

1101. Requisitioning of general meeting by members — modification of section 178(3)

1101. In its application to a traded PLC, section 178 shall apply as if the following subsection were substituted for subsection (3):

“(3) The directors of a company shall, on the requisition of one or more members holding, or together holding, at the date of the deposit of the requisition, not less than 5 per cent of the paid up share capital of the company, as at the date of the deposit carries the right of voting at general meetings of the company, forthwith proceed duly to convene an extraordinary general meeting of the company.”.

1102. Length of notice of general meetings to be given by traded PLC

1102. (1) In its application to a PLC which is a traded PLC, section 181 shall apply as if—

(a) the following subsection were substituted for subsection (1):

“(1) Subject to section 1102(2), a general meeting of a company (whether an annual general meeting or an extraordinary general meeting), other than an adjourned meeting, shall be called by not less than 21 days’ notice.”;

and

(b) subsection (2) were omitted.

(2) Notwithstanding section 181(1) as it applies by virtue of subsection (1) of this section, a general meeting of a PLC which is a traded PLC (other than an annual general meeting or an extraordinary general meeting for the passing of a special resolution) may be called by not less than 14 days’ notice if—

(a) the PLC offers the facility for members to vote by electronic means accessible to all members who hold shares that carry rights to vote at general meetings; and

(b) a special resolution reducing the period of notice to 14 days has been passed at the immediately preceding annual general meeting, or at a general meeting held since that meeting.

F903[(3) Notwithstanding section 181(1) as it applies by virtue of subsections (1) and (2), for the purposes of the Bank Recovery and Resolution Regulations a general meeting of a company may, by a majority of two-thirds of the votes validly cast, issue a notice requiring a general meeting (or modify its constitution to prescribe that a notice requiring a general meeting is issued) at shorter notice than as set out in paragraph (1) to decide on a capital increase, provided that—

(a) the meeting does not take place within 10 calendar days of the issue of the relevant notice,

(b) the conditions of Regulation 39 or Chapter 3 of Part 3 of the Bank Recovery and Resolution Regulations are met, and

(c) the capital increase is necessary to avoid the occurrence of the conditions laid down in Regulations 62 and 63 of the Bank Recovery and Resolution Regulations arising.

(4) For the purposes of subsection (3)—

(a) the notice obligations in section 1104(2) and (3), and

(b) the requirement regarding entry of a person by the record date in section 1105(2),

do not apply.]

1102A. F904[Modification of application of section 325(1) to traded PLC

1102A. In its application to a traded PLC, section 325(1) shall apply as if the following paragraph were inserted after paragraph (e):

"(f) a remuneration report in accordance with section 1110N;".]

1103. Additional provisions concerning notice under section 181 by a traded PLC

1103. (1) In addition to the requirements of section 181, a notice, under that section, by a traded PLC of a general meeting, whether—

(a) an annual general meeting; or

(b) an extraordinary general meeting;

shall be issued, free of charge, in a manner ensuring fast access to the notice on a non-discriminatory basis, using such media as may reasonably be relied upon for the effective dissemination of information to the public throughout the Member States.

(2) Notice of a general meeting shall set out—

(a) when and where the meeting is to take place and the proposed agenda for the meeting;

F905[(aa) in the case of a meeting F906[…] proposed to be held wholly or partly by the use of electronic communications technology—

(i) the electronic platform to be used for the meeting,

(ii) details for access to the electronic platform,

(iii) the time and manner by which a member must confirm his or her intention to attend the meeting,

(iv) any requirements or restrictions which the company has put in place in order to identify members who intend to attend the meeting,

(v) the procedure for members to communicate questions and comments during the meeting, and

(vi) the procedure to be adopted for voting on resolutions proposed to be passed at the meeting;]

(b) a clear and precise statement of any procedures a member shall comply with in order to participate and vote in the meeting, including—

(i) the right of a member to put items on the agenda of a general meeting and to table draft resolutions pursuant to section 1104 and to ask questions relating to items on the agenda pursuant to section 1107, and the time limits applicable to the exercise of any of those rights;

(ii) the right of a member entitled to attend, speak, ask questions and vote, to appoint, pursuant to section 183 as it applies by virtue of section 1108, by electronic means or otherwise—

(I) a proxy; or

(II) in any of the cases set out in those sections, more than one proxy;

to attend, speak, ask questions and vote instead of the member and that any such proxy need not be a member;

(iii) the procedure for voting by proxy pursuant to section 183 as so applied, including the forms to be used and the means by which the company is prepared to accept electronic notification of the appointment of a proxy; and

(iv) the procedure (where applicable) to be followed pursuant to sections 1106 and 1109 for voting electronically or by correspondence respectively;

(c) the record date for eligibility for voting as defined in section 1105 and state that only members registered on the record date shall have the right to participate and vote in the general meeting;

(d) where and how the full, unabridged text of the documents and draft resolutions referred to in subsection (3)(c) and (d) may be obtained; and

(e) the website at which the information contained in subsection (3) shall be made available.

(3) A traded PLC shall make available to its members on its website, for a continuous period beginning not later than 21 days before a general meeting (inclusive of the day of the meeting), the following:

(a) the notice under section 181;

(b) the total number of shares and voting rights at the date of the giving of the notice (including separate totals for each class of shares where the company’s capital is divided into 2 or more classes of shares);

(d) a copy of any draft resolution or, where no such resolution is proposed to be adopted, a comment from the board of directors on each item of the proposed agenda of the meeting;

(e) a copy of forms to be used to vote by proxy and to vote by correspondence unless these forms are sent directly to each member.

(4) The traded PLC shall make available, on its website as soon as possible following their receipt, draft resolutions tabled by members.

(5) Where the forms referred to in subsection (3)(e) cannot be made available on the traded PLC’s website for technical reasons, the PLC shall indicate on its website how the forms may be obtained in hard copy form and the PLC shall send the forms by post, free of charge, to every member who requests them.

(6) Where notice of a general meeting is issued later than on the twenty first day before the meeting pursuant to section 1102(2) or Article 9(4) or 11(4) of Directive 2004/25/ EC, the period specified in subsection (3) shall be reduced accordingly.

1104. Right to put items on the agenda of the general meeting and to table draft resolutions

1104. (1) One or more members of a traded PLC shall have the right, by electronic or postal means, at an address specified by the PLC, to—

(a) put an item on the agenda of an annual general meeting, provided that each such item is accompanied by—

(i) stated grounds justifying its inclusion; or

(ii) a draft resolution to be adopted at the general meeting;

and

(b) table a draft resolution for an item on the agenda of a general meeting (whether an annual general meeting or not);

subject to the member or members concerned holding 3 per cent of the issued share capital of the PLC, representing at least 3 per cent of the total voting rights of all the members who have a right to vote at the meeting to which the request for inclusion of the item relates.

(2) A request by a member to put an item on the agenda or to table a draft resolution under subsection (1)(a) shall be received by the traded PLC in written or electronic form at least 42 days before the date of the meeting to which it relates.

(3) Where the exercise of the right conferred by subsection (1)(a) involves a modification of the agenda for the annual general meeting, in situations where the agenda has already been communicated to the members, and only in such situations, the traded PLC shall make available a revised agenda in the same manner as the previous agenda—

(a) in advance of the applicable record date (as defined in section 1105) of share-ownership for purposes of entitlement to vote, or

(b) if no such record date applies, sufficiently in advance of the date of the annual general meeting so as to enable other members to appoint a proxy or, where applicable, to vote by correspondence.

(4) In order to facilitate a member to avail of subsection (1)(a), the traded PLC shall ensure that the date of the next annual general meeting is placed on its website by—

(a) the end of the previous financial year, or

(b) not later than 70 days prior to the date of the annual general meeting,

whichever is the earlier.

1105. Requirements for participation and voting in general meeting

1105. (1) In this section—

“record date” means a date not more than 48 hours before the general meeting to which it relates;

“register of securities” has the same meaning as subsection (3) of section 1095 provides it is to have in that section.

(2) A person shall be entered on the relevant register of securities by the record date in order to exercise the right of a member to participate and vote at a general meeting and any change to an entry on the relevant register of securities after the record date shall be disregarded in determining the right of any person to attend and vote at the meeting.

(3) The right of a member to participate in a general meeting and to vote in respect of his or her shares shall not be subject to any requirement that the shares be deposited with, or transferred to, or registered in the name of another person before the general meeting.

(4) Unless that right is otherwise subject to such a restriction, a member shall have the right to sell or otherwise transfer shares in the traded PLC at any time between the record date and the general meeting to which it applies.

(5) In relation to the subjecting by a traded PLC of a person to proof of the person’s qualification as a member, that person may be made subject only to such requirements—

(a) as are necessary to ensure the identification of the person as a member, and

(b) then only to the extent that such requirements are proportionate to the achievement of that objective.

1106. Participation in general meeting by electronic means

1106. (1) A traded PLC may provide for participation in a general meeting by electronic means including—

(a) a mechanism for casting votes, whether before or during the meeting, and the mechanism adopted shall not require the member to be physically present at the meeting or require the member to appoint a proxy who is physically present at the meeting;

(b) real time transmission of the meeting;

(2) The use of electronic means pursuant to subsection (1) may be made subject only to such requirements and restrictions as are necessary to ensure the identification of those taking part and the security of the electronic communication, to the extent that such requirements and restrictions are proportionate to the achievement of those objectives.

(3) Members shall be informed of any requirements or restrictions which a traded PLC puts in place pursuant to subsection (2).

(4) A traded PLC that provides electronic means for participation at a general meeting by a member shall ensure, as far as practicable, that—

(a) such means—

(i) F907[provide for] the security of any electronic communication by the member;

(ii) minimise the risk of data corruption and unauthorised access;

(iii) provide certainty as to the source of the electronic communication;

and

(b) in the case of any failure or disruption of such means, that failure or disruption is remedied as soon as practicable.

1107. Right to ask questions

1107. (1) A member of a traded PLC has the right to ask questions related to items on the agenda of a general meeting and to have such questions answered by the PLC subject to any reasonable measures the PLC may take to ensure the identification of the member.

(2) An answer to a question asked pursuant to subsection (1) is not required where—

(a) to give an answer would interfere unduly with the preparation for the meeting or the confidentiality and business interests of the PLC;

(b) the answer has already been given on the PLC’s website by means of what is commonly known as “a question and answer forum”; or

(c) it appears to the chairperson of the meeting that it is undesirable in the interests of good order of the meeting that the question be answered.

1108. Provisions concerning appointment of proxies

1108. (1) In the case of a traded PLC, section 183 shall have effect subject to the following subsections.

(2) Section 183 shall apply as if the following subsection were substituted for subsection (3):

“(3) Unless the company’s constitution otherwise provides, a member of a company shall not be entitled to appoint more than one proxy to attend on the same occasion, but this is subject to section 1108(3).”.

(3) Notwithstanding anything in section 183(3), as applied by subsection (2), or in the traded PLC’s constitution—

(a) no limitation may be placed on the right of a member to appoint more than one proxy to attend on the same occasion in respect of shares held in different securities accounts, and

(b) a member (being an individual or a body corporate) acting as an intermediary on behalf of one or more clients shall not be prohibited from granting a proxy to each of his or her clients or to any third party designated by such a client,

and an intermediary referred to in paragraph (b) shall be permitted to cast votes attaching to some of the shares differently from others.

(4) Without prejudice to the member’s general entitlements in that regard under section 183(7), a member shall be entitled to—

(a) appoint a proxy by electronic means, to an address specified by the traded PLC;

(b) have the electronic notification of such appointment accepted by the traded PLC; and

(5) The appointment and notification of appointment of a proxy to a traded PLC and the issuing of voting instructions to a proxy may be subject only to such formal requirements as are necessary to ensure identification of a member or the proxy, or the possibility of verifying the content of voting instructions, if any, and only to the extent that those requirements are proportionate to achieving those objectives.

(6) Subsections (4) and (6) apply with the necessary modifications to the revocation of the appointment of a proxy.

(7) Any provision contained in the constitution of a traded PLC (other than a requirement that a person appointed as a proxy shall possess legal capacity) shall be void in so far as it would have the effect of restricting the eligibility of a person to be appointed as a proxy.

1109. Traded PLC may permit vote to be cast in advance by correspondence

1109. (1) A traded PLC may permit, by appropriate arrangements, a vote to be exercised for the purpose of a poll (that is to be taken at a general meeting) by means of the vote being cast in advance by correspondence.

(2) Any such arrangements may be made subject only to such requirements and restrictions as are—

(a) necessary to ensure the identification of the person voting, and

(b) proportionate to the achievement of that objective.

(3) A traded PLC shall not be required to count votes cast in advance by correspondence pursuant to subsection (1) unless such votes are received before the date and time specified by the PLC; however, for that purpose, the PLC may not specify a date and time that is more than 24 hours before the time at which the vote is to be concluded.

1110. Voting results

1110. (1) Where a member requests a full account of a vote before or on the declaration of the result of a vote at a general meeting, then with respect to each resolution proposed at a general meeting the traded PLC shall establish—

(a) the number of shares for which votes have been validly cast;

(b) the proportion of the company’s issued share capital at close of business on the day before the meeting represented by those votes;

(d) the number of votes cast in favour of and against each resolution and, if counted, the number of abstentions.

(2) Where no member requests a full account of the voting before or on the declaration of the result of a vote at a general meeting, it shall be sufficient for the traded PLC to establish the voting results only to the extent necessary to ensure that the required majority is reached for each resolution.

(3) A traded PLC shall ensure that a voting result established in accordance with this section is published on its website not later than the expiry of 15 days after the date of the meeting at which the voting result was obtained.

F908[CHAPTER 8A Rights of shareholders]

1110A. F909[Interpretation, application and commencement (Chapter 8A)

1110A. (1) In this Chapter—

"General Data Protection Regulation" means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 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)⁷;

"intermediary" means a person, whether situated in a Member State or elsewhere, that provides services, in relation to a traded PLC, of safekeeping of shares, administration of shares or maintenance of securities accounts on behalf of shareholders or other persons, and includes—

(a) an investment firm as defined in Regulation 3 of the European Union (Markets in Financial Instruments) Regulations 2017 (S.I. No. 375 of 2017),

(b) a credit institution as defined in point (1) of Article 4(1) of Regulation (EU) No. 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No. 648/2012⁸, and

(c) a central securities depository as defined in point (1) of Article 2(1) of Regulation (EU) No. 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories and amending Directives 98/26/EC and 2014/65/EU and Regulation (EU) No. 236/2012⁹;

"personal data2 has the meaning assigned to it in the General Data Protection Regulation;

"traded PLC" has the meaning assigned to it by section 1099(4).

(2) A word or expression that is used in this Chapter and is also used in the Shareholders’ Rights Directive has, unless the context otherwise requires, the same meaning in this Chapter as it has in that Directive.

(3) This Chapter shall be read in conjunction with any applicable provision of European Union law adopted by the European Commission as an implementing act in accordance with the Shareholders’ Rights Directive, including Commission Implementing Regulation (EU) 2018/1212 of 3 September 2018 laying down minimum requirements implementing the provisions of Directive 2007/36/EC of the European Parliament and of the Council as regards shareholder identification, the transmission of information and the facilitation of the exercise of shareholders rights¹⁰.

(4) This section shall come into operation on 3 September 2020.]

1110B. F910[Identification of shareholders

1110B. (1) (a) A traded PLC, or its nominee referred to in paragraph (c), may request, from an intermediary that provides services with respect to the shares of the traded PLC —

(i) information regarding shareholder identity that relates to shares held in that traded PLC, and

(ii) the details of the next intermediary, if any, in the chain of intermediaries.

(b) A requester may state, in a request, that the information to which the request relates is to be provided to the requester by the intermediary from whom it is requested.

(d) In this section, "request" means a request under paragraph (a), and "requester" means the person making the request.

(2)
(a) An intermediary that receives a request and is in possession or control of the information to which that request relates shall, as soon as practicable, provide the requester with that information.

(b) An intermediary that receives a request and is not in possession or control of the information to which that request relates shall, as soon as practicable—

(i) inform the requester that it is not in possession or control of the information,

(ii) where the intermediary is part of a chain of intermediaries, transmit the request to each other intermediary in the chain known to the first-mentioned intermediary as being part of the chain, and

(iii) provide the requester with the details of each intermediary, if any, to which the request has been transmitted under subparagraph (ii).

(3)
(a) (i) Subparagraph (ii) applies to an intermediary that—

(I) receives a request transmitted to it under subsection (2)(b), and

(II) is in possession or control of the information to which that request relates.

(ii) An intermediary to which this subparagraph applies, shall, as soon as practicable, provide the information to which the request relates—

(I) where the requester has made a statement under subsection (1)(b), to the intermediary that transmitted the request in accordance with subsection (2)(b), or

(II) where a requester has not made a statement under subsection (1)(b), to the requester.

(b) An intermediary that receives information under subparagraph (a)(ii)(I) shall, as soon as practicable, provide the information to the requester.

(4) Subject to subsection (5), the personal data of shareholders may be processed by a requester, traded PLC or intermediary under this section, in so far as it is necessary to—

(a) enable a traded PLC to—

(i) identify its existing shareholders in accordance with this section, or

(ii) communicate with the shareholders directly, or

(b) facilitate the exercise of shareholder rights and shareholder engagement with the traded PLC.

(5) Without prejudice to any longer storage period laid down by European Union law, and subject to subsection (6), where a requester or intermediary receives or otherwise processes the personal data of a person who is a shareholder in accordance with this section, that personal data shall not be so processed for longer than 12 months after the requester or intermediary, as the case may be, has become aware that the person concerned has ceased to be a shareholder.

(6) Subject to compliance with the Data Protection Acts 1988 to 2018 and the General Data Protection Regulation, a traded PLC or intermediary may process the personal data of shareholders in so far as doing so is necessary for any of the following purposes:

(a) carrying out, or facilitating the carrying out of, an investigation into suspected or alleged offences in relation to the traded PLC;

(b) engaging in or facilitating litigation relating to the shareholder or shareholders to whom the personal data relates;

(d) disposing of, or otherwise dealing with, shares of untraced shareholders;

(e) dealing with queries from former or current shareholders relating to their shares, including queries regarding historic transactions;

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