Companies Act 2014

• (3) If the company’s type, before being so struck off, was that of a private company limited by shares and the date on which the company is restored to the register under Chapter 2 of Part 12 or section 30 of the Multi-Unit Developments Act 2011 is subsequent to the expiry of the transition period (within the meaning of Chapter 6 of Part 2), then, subject, in the case of a restoration under section 738 or 741, to any direction or order of the court under section 742, section 61(1)(a) and (b) shall apply in relation to the company notwithstanding that the company was not an existing private company within the meaning of that Chapter 6 and, accordingly, the company shall, on the date of its restoration to the register, be deemed to be a private company limited by shares to which Parts 1 to 15 apply and the other provisions of section 61 shall apply to it with any necessary modifications.

• (4) Subparagraph (3) shall similarly apply (where the company’s type, before being so struck off, was that of a private company limited by shares) if, by virtue of subsection (3) of section 744, the former enactment referred to in that subsection applies to the application for the company’s restoration but with the modification that the reference in that subparagraph to a particular provision under which the application for restoration is made, or to a particular provision under which a direction or order of the court is made, shall be read as a reference to the corresponding provision of the former enactment concerned.

• (5) If in any respect any difficulty arises during the period of 20 years after the commencement of Chapter 2 of Part 12 in bringing into operation that Chapter as it relates to a case falling within any of subparagraphs (1) to (4), the Minister may by regulations do anything which appears to the Minister to be necessary or expedient for bringing that Chapter into operation as it relates to such a case.

• (6) The Minister’s power to make regulations under subparagraph (5) extends to removing difficulties in cases in which a private company limited by shares was—

• (a) struck off the register under any former enactment relating to companies (within the meaning of section 5); and

• (b) restored to the register under—

• (i) the former enactment referred to in section 744(3);

• (ii) Chapter 2 of Part 12; or

• (iii) section 30 of the Multi-Unit Developments Act 2011,

and, before the date it is so restored, there has elapsed a length of time that, in the Minister’s opinion, represents a substantial portion (or greater) of the transition period (within the meaning of Chapter 6 of Part 2).

Application of paragraph 12 to companies whose dissolution is declared void

Authorisations, designations and approvals under Part XIII of the Act of 1990

Generality of Interpretation Act 2005 not affected

Specific transitional provisions not affected

SCHEDULE 7 FORM OF CONSTITUTION OF DESIGNATED ACTIVITY COMPANY LIMITED BY SHARES

Section 967.

CONSTITUTION

OF

[name of company as below]

MEMORANDUM OF ASSOCIATION

ARTICLES OF ASSOCIATION

The following Regulations shall apply to the company:

[or, instead of the immediately foregoing words, the following sentence:-]*

The provisions of the Companies Act 2014 are adopted.

*See section 968(5)

We, the several persons whose names and addresses are subscribed, wish to be formed into a company in pursuance of this constitution, and we agree to take the number of shares in the capital of the company set opposite our respective names.

[image omitted]

As appropriate:

signatures in writing of the above subscribers, attested by witness as provided for below;

or authentication in the manner referred to in section 888.

Dated the _ day of __ 20

Witness to the above Signatures:

Name: ______

Address: _________

SCHEDULE 8 FORM OF CONSTITUTION OF DESIGNATED ACTIVITY COMPANY LIMITED BY GUARANTEE

Section 967.

CONSTITUTION

OF

[name of company as below]

MEMORANDUM OF ASSOCIATION

• (a) the payment of the debts and liabilities of the company contracted before he or she ceases to be a member, and the costs, charges and expenses of winding up; and

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

such amount as may be required, not exceeding €50.

ARTICLES OF ASSOCIATION

The following Regulations shall apply to the company:

[or, instead of the immediately foregoing words, the following sentence:-]*

The provisions of the Companies Act 2014 are adopted.

*See section 968(5)

We, the several persons whose names and addresses are subscribed, wish to be formed into a company in pursuance of this constitution, and we agree to take the number of shares in the capital of the company set opposite our respective names.

[image omitted]

As appropriate:

signature in writing of the above subscriber, attested by witness as provided for below; or

authentication in the manner referred to in section 888.

Dated the ___ day of __ 20

Witness to the above Signatures:

Name: __________

Address: _______

SCHEDULE 9 FORM OF CONSTITUTION OF PUBLIC LIMITED COMPANY

Section 1006.

CONSTITUTION

OF

[name of company as below]

MEMORANDUM OF ASSOCIATION

ARTICLES OF ASSOCIATION

The following Regulations shall apply to the company:

[or, instead of the immediately foregoing words, the following sentence:-]*

The provisions of the Companies Act 2014 are adopted.

*See section 1007(5)

We, the several persons whose names and addresses are subscribed, wish to be formed into a company in pursuance of this constitution, and we agree to take the number of shares in the capital of the company set opposite our respective names.

[image omitted]

As appropriate:

signature in writing of the above subscribers, attested by witness as provided for below; or

authentication in the manner referred to in section 888.

Dated the _ day of __ 20

Witness to the above Signatures:

Name: __________

Address: _______

SCHEDULE 10 FORM OF CONSTITUTION OF COMPANY LIMITED BY GUARANTEE

Section 1176.

CONSTITUTION

OF

[name of company as below]

MEMORANDUM OF ASSOCIATION

• (a) the payment of the debts and liabilities of the company contracted before he or she ceases to be a member, and the costs, charges and expenses of winding up; and

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

such amount as may be required, not exceeding €1.

ARTICLES OF ASSOCIATION

The following Regulations shall apply to the company:

[In addition to the immediately foregoing words, the following sentence may be included:-]*

The provisions of the Companies Act 2014 are adopted.

*See section 1177(5).

We, the several persons whose names and addresses are subscribed, wish to be formed into a company in pursuance of this constitution.

[image omitted]

As appropriate:

signature in writing of the above subscribers, attested by witness as provided for below; or

authentication in the manner referred to in section 888.

Dated the _ day of ____ 20__

Witness to the above Signatures:

Name: __________

Address: _______

SCHEDULE 11 FORM OF CONSTITUTION OF PRIVATE UNLIMITED COMPANY HAVING A SHARE CAPITAL

Section 1233.

CONSTITUTION

OF

[name of company as below]

MEMORANDUM OF ASSOCIATION

ARTICLES OF ASSOCIATION

The following Regulations shall apply to the company:

[or, instead of the immediately foregoing words, the following sentence:-]*

The provisions of the Companies Act 2014 are adopted.

*See section 1235(5)

We, the several persons whose names and addresses are subscribed, wish to be formed into a company in pursuance of this constitution, and we agree to take the number of shares in the capital of the company set opposite our respective names.

[image omitted]

As appropriate:

signature in writing of the above subscribers, attested by witness as provided for below; or

authentication in the manner referred to in section 888.

Dated the _ day of ____ 20__

Witness to the above Signatures:

Name: _____________

Address: ___________

SCHEDULE 12 FORM OF CONSTITUTION OF PUBLIC UNLIMITED COMPANY HAVING A SHARE CAPITAL

Section 1233.

CONSTITUTION

OF

[name of company as below]

MEMORANDUM OF ASSOCIATION

ARTICLES OF ASSOCIATION

The following Regulations shall apply to the company:

[or, instead of the immediately foregoing words, the following sentence:-]*

The provisions of the Companies Act 2014 are adopted.

*See section 1235(5)

We, the several persons whose names and addresses are subscribed, wish to be formed into a company in pursuance of this constitution, and we agree to take the number of shares in the capital of the company set opposite our respective names.

[image omitted]

As appropriate:

signature in writing of the above subscribers, attested by witness as provided for below; or

authentication in the manner referred to in section 888.

Dated the _ day of ____ 20__

Witness to the above Signatures:

Name: ____________

Address: _________

SCHEDULE 13 FORM OF CONSTITUTION OF PUBLIC UNLIMITED COMPANY NOT HAVING A SHARE CAPITAL

Section 1234.

CONSTITUTION

OF

[name of company as below]

MEMORANDUM OF ASSOCIATION

ARTICLES OF ASSOCIATION

The following Regulations shall apply to the company:

[In addition to the immediately foregoing words, the following sentence may be included:-]*

The provisions of the Companies Act 2014 are adopted.

*See section 1235(6).

We, the several persons whose names and addresses are subscribed, wish to be formed into a company in pursuance of this constitution.

[image omitted]

As appropriate:

signature in writing of the above subscribers, attested by witness as provided for below; or

authentication in the manner referred to in section 888.

Dated the _ day of ____ 20__

Witness to the above Signatures:

Name: ________

Address: ___________

SCHEDULE 14 PROVISIONS APPLIED TO UNREGISTERED COMPANIES

Section 14.

Subject matter	Provision applied
Interpretation generally	Section 2
Periods of time	Section 3
Definition of “subsidiary”	Section 7
Definitions of “holding company”, “wholly owned subsidiary” and “group of companies”	Section 8
Construction of references to directors, board of directors and interpretation of certain other plural forms	Section 11
Amendment of constitution by special resolution and publication of certain notices	Section 32(3) and section 33(1)(b) to (h) and (2)
Registered person	Section 39
Persons authorised to bind company	Section 40
Pre-incorporation contracts	Section 45
Registered office of company	Section 50
Service of documents	Section 51
Share premium	Section 71(5)
Restriction of Section 71(5) in the case of mergers	Section 72
Restriction of Section 71(5) in the case of group reconstructions	Section 73
Supplementary provisions in relation to sections 72 and 73	Section 74
Financial assistance for acquisition of shares	Section 82
Reduction in company capital and associated provisions and court procedures	Sections 84 to 87
Rectification of dealings in shares	Section 100
Acquisition of own shares	Chapter 6 of Part 3
Distributions	Chapter 7 of Part 3
Access to documents during business hours	Section 127
Validity of acts of director or secretary	Section 135
Register of directors and secretaries	Section 149
Supplemental provisions (including offences) in relation to section 149	Section 150
Particulars to be shown on all business letters of company	Section 151
Summary Approval Procedure	Chapter 7 of Part 4 (in so far as it relates to sections 82, 84 and 239)
Remedy in case of oppression	Section 212
Form of registers, minutes, etc.	Section 213
Use of computers, etc. for certain company records	Section 214
Inspection of registers, provision of copies of information in them and service of notices	Chapter 10 of Part 4 (in so far as it relates to provisions applied by section 1312)
Power of court to grant relief to officers of company	Section 233
Anticipated claim: similar power of relief as under section 229	Section 234
Any provision exempting officers of company from liability void (subject to exceptions)	Section 235
Evidential provisions with respect to loans, other transactions, etc., between company and directors	Chapter 3 of Part 5
Substantive prohibitions or restrictions on loans to directors and other particular transactions involving conflict of interest	Chapter 4 of Part 5
Disclosure of interests in shares and debentures	Chapter 5 of Part 5
Meaning of “in default” in context of sanctions specified in respect of officers (whether directors or secretaries or not)	Section 270
Presumption that default permitted and certain defence	Section 271
Financial statements, annual return and audit	Part 6
Definition (Part 7)	Section 408
Registration of charges and priority	Chapter 2 of Part 7
Examinerships	Part 10
Investigations	Part 13
Court may order compliance by company or officer	Section 797
Disclosure orders	Chapter 2 of Part 14
Restrictions on, and disqualification of, directors	Chapters 3 to 6 of Part 14
Provisions relating to offences generally	Chapter 7 of Part 14
Additional general offences	Chapter 8 of Part 14
Evidential matters	Chapter 9 of Part 14
Fees	Section 889
Inspection and production of documents kept by Registrar	Section 891
Admissibility of certified copy or extract	Section 892
Certificate by Registrar admissible as evidence of facts stated	Section 893
Capacity of a PLC	Section 1011
Official seal for sealing securities	Section 1017
Share capital	Chapter 3 of Part 17
Interests in shares: disclosure of individual and group acquisitions	Chapter 4 of Part 17
Mergers and divisions	Chapters 16 and 17 of Part 17
Public Offers of Securities, Financial Reporting by Traded Companies, Prevention of Market Abuse, etc.	Part 23 (other than section 1374)

SCHEDULE 15 REPEALS AND REVOCATION IN RELATION TO UNREGISTERED COMPANIES

Section 1325.

PART 1 STATUTES REPEALED

Session and Chapter or Number and Year	Short title	Extent of repeal
21 & 22 Geo III, c 16	Bank of Ireland Act 1781	The whole Act so far as unrepealed
31 Geo III, c 22	Bank of Ireland Act 1791	The whole Act so far as unrepealed
37 Geo III, c 50	Bank of Ireland Act 1797	The whole Act so far as unrepealed
48 Geo III, c 103	Bank of Ireland Act 1808	The whole Act so far as unrepealed
1 & 2 Geo IV, c 72	Bank of Ireland Act 1821	The whole Act so far as unrepealed
8 & 9 Vic, c 37	Bankers' (Ireland) Act 1845	So much of the Act as is unrepealed other than sections 25, 26 and 27
23 & 24 Vic, c 31	Bank of Ireland Act 1860	The whole Act
27 & 28 Vic, c 78	Bank Notes (Ireland) Act 1864	The whole Act
35 & 36 Vic, c 5	Bank of Ireland Charter Amendment Act 1872	The whole Act so far as unrepealed
55 & 56 Vic, c 48	Bank Act 1892	Sections 1, 3, 6 and 7
No. 4 (Private) of 1929	Bank of Ireland Act 1929	The whole Act so far as unrepealed
No. 1 (Private) of 1935	Bank of Ireland Act 1935	The whole Act so far as unrepealed
No. 23 of 1961	Finance Act 1961	Section 37
No. 24 of 1971	Central Bank Act 1971	Section 51

PART 2 INSTRUMENTS OR CHARTERS REVOKED

Instrument or Charter	Extent of revocation
Commission (27 July 1782)	The whole instrument
Charter of the Governor and Company of the Bank of Ireland (10 May 1783)	The whole Charter

SCHEDULE 16 FORM OF CONSTITUTION OF INVESTMENT COMPANY

Section 1392.

CONSTITUTION

OF

[name of company as below]

MEMORANDUM OF ASSOCIATION

ARTICLES OF ASSOCIATION

We, the several persons whose names and addresses are subscribed, wish to be formed into a company in pursuance of this constitution, and we agree to take the number of shares in the capital of the company set opposite our respective names.

[image omitted]

As appropriate:

signature in writing of the above subscribers, attested by witness as provided for below; or

authentication in the manner referred to in section 888.

Dated the _ day of ____ 20__

Witness to the above Signatures:

Name: ________________

Address: _____________

SCHEDULE 17 CONDITIONS TO BE SATISFIED FOR APPLICATION OF SEGREGATED LIABILITY TO SUB-FUNDS OF INVESTMENT COMPANY TRADING BEFORE 30 June 2005

Section 1405.

Conditions for segregated liability to apply to sub-funds

• (a) the members of the umbrella fund shall have resolved by special resolution that the provisions of section 1405(1) should apply to that umbrella fund; and

• (b) the special resolution has taken effect in accordance with paragraph 2.

• (2) For the purposes of this Schedule, an umbrella fund shall be deemed to have commenced to trade before 30 June 2005 if—

• (a) shares, other than the subscriber shares issued for the purposes of incorporation of the umbrella fund, were issued in any sub-fund of that umbrella fund before 30 June 2005 and one or more of those shares remained in issue on that date; or

• (b) the umbrella fund, or any person acting on its behalf, entered into an agreement with a third party before 30 June 2005, which remained in force on that date and pursuant to which the assets of any sub-fund may be applied in satisfaction of any liability incurred on behalf of or attributable to any other sub-fund of the same umbrella fund.

Taking effect of special resolution referred to in paragraph 1

• (2) If an application is, or applications are, made to the court pursuant to paragraph 5, a special resolution pursuant to paragraph 1(1) shall not take effect until—

• (a) in the event that all applications made are withdrawn, the day on which such resolution is passed or the day next following the withdrawal of the last outstanding application, whichever is the later, subject to this day being no earlier than the 31st day after the date of service of notice on creditors issued pursuant to paragraph 3(1)(b); and

• (b) in the event that all applications made are not withdrawn, whichever of the following is the later, that is to say, the later of the day on which such resolution is passed, and:

• (i) where an order is granted by the court pursuant to paragraph 5 or on appeal pursuant to paragraph 6, the date specified in that order or, if no such date is specified, the day next following the date on which the period for which the order is specified to remain in force expires or, as appropriate, following the day on which it otherwise ceases to be in force; or

• (ii) where no appeal against any decision of the court is lodged pursuant to paragraph 6, the day next following the date on which the period for such an appeal in relation to the last such determination of the court shall have elapsed; or

• (iii) where an appeal is lodged against any decision of the court pursuant to paragraph 6, the day next following the date on which the last outstanding such appeal is disposed of or withdrawn,

unless a court has otherwise ordered under paragraph 5 or 6.

Certain requirements concerning notice of meeting to consider special resolution

• (a) shall be accompanied by audited financial statements for the umbrella fund which—

• (i) include a statement of the assets and liabilities of each sub-fund of the umbrella fund; and

• (ii) are prepared as at a date which is not more than 4 months before the date on which the notice convening the meeting is served,

and such a statement is referred to subsequently in this paragraph and paragraph 4 as a “statement of assets and liabilities”;

• (b) shall be given to all creditors of the umbrella fund, accompanied by a copy of the statement of assets and liabilities, in accordance with the provisions of paragraph 4; and

• (c) shall be delivered to the Registrar, accompanied by the statement of assets and liabilities, no later than the third day after the date on which the notice is first sent to members of the umbrella fund.

• (2) If the means provided under section 193 (unanimous written resolutions) are proposed to be used to pass the special resolution, the following provisions have effect—

• (a) notice in writing of the proposed use of those means for that purpose shall be served on all members of the umbrella fund (and such notice shall not be valid if less than 30 days elapse between the date of service of it and the date of the signing of the resolution by the last member to sign);

• (b) each of the requirements under subparagraph (1) with respect to the notice of a meeting shall apply to the notice in writing under clause (a); and

• (c) references in subparagraph (1) to the notice of a meeting shall be read as references to the notice in writing under clause (a),

and references elsewhere in this Schedule to the notice of a meeting shall be read accordingly.

Notice to creditors of meeting to consider special resolution under paragraph 1(1)

• (a) a notice in writing, accompanied by the statement of assets and liabilities, is sent to each relevant creditor of a sub-fund; and

• (b) a notice is published in at least one national newspaper, stating that the umbrella fund intends to avail itself of section 1405(1) and that an application may be made in accordance with paragraph 5 for an order pursuant to that paragraph.

• (2) For the purpose of this paragraph, a relevant creditor of a sub-fund is any creditor for whom provision was made, in accordance with the articles of association, in the net asset value of the sub-fund calculated—

• (a) in the case of a sub-fund in respect of which the net asset value is not calculated on a daily basis, as at the last valuation point for that sub-fund before the date of service of the notice pursuant to paragraph 3(1)(b); and

• (b) in the case of a sub-fund in respect of which the net asset value is calculated on a daily basis, as at the second last valuation point for that sub-fund.

Application to court opposing special resolution under paragraph 1(1)

• (2) An order under this paragraph may be granted only if the court considers that it would be just and equitable to do so.

• (3) Each order granted pursuant to this paragraph shall specify the period in respect of which the order shall remain in force and, without prejudice to the powers of the court to specify such period, may specify that the order shall cease to be in force on the date on which the applicant ceases to be a creditor of the umbrella fund or the date on which the applicant consents to the application of section 1405(1) to that umbrella fund, whichever is the later.

• (4) An application under this paragraph may only be made by a relevant creditor or relevant creditors constituting not less than 1 per cent in number of the creditors of any sub-fund, or the debts owed to whom account for not less than 1 per cent in value of the debts owed by any sub-fund, in each case as provided for in the net asset value of that sub-fund referred to in paragraph 4.

• (5) Any application pursuant to this paragraph shall be made by a relevant creditor within 28 days after the date of service of the notice referred to in paragraph 3(1) (b), and may be made on behalf of the creditors entitled to make the application by one or more of their number as they may appoint in writing for such purpose.

• (6) Notice of an application to the court for the purposes of this paragraph shall be sent by the relevant creditor or relevant creditors to the umbrella fund and to the Central Bank within 2 days after the date on which the application is made, and the umbrella fund and the Central Bank shall each be entitled to appear and be heard on an application made pursuant to this paragraph.

• (7) In considering whether it is just and equitable to make an order pursuant to this paragraph, the court shall have regard to the following matters:

• (a) the terms of any agreement or arrangement between the creditor or creditors and the umbrella fund or its delegates;

• (b) the course of dealings between the creditor or creditors and the umbrella fund or its delegates;

• (c) the conduct of the umbrella fund or its delegates towards the creditor or creditors;

• (d) the extent to which the umbrella fund or its delegates represented to the creditor or creditors that the umbrella fund would have recourse to the assets of any other sub-fund to discharge the liabilities owed to the creditor or creditors;

• (e) the extent to which it was reasonable for the relevant creditor or relevant creditors to expect to have recourse to the assets of any other sub-fund;

• (f) any other matters which the court shall deem relevant.

Appeal from decision of court under paragraph 5

• (2) Notice of any such appeal shall be lodged within 5 days after the date on which the order is perfected by the court.

• (3) Notice of any appeal lodged by the umbrella fund shall be sent to the Central Bank and to the relevant creditor or relevant creditors who made the application pursuant to paragraph 5 within 2 days after the date on which the appeal is made.

• (4) Notice of any appeal by the party which made the application pursuant to paragraph 5 shall be sent to the Central Bank and to the umbrella fund within 2 days after the date on which the appeal is made.

F1301[SCHEDULE 18 TABLE OF ACTIVITIES RELEVANT TO THE DEFINITIONS OF "LOGGING UNDERTAKING" AND "MINING OR QUARRYING UNDERTAKING" IN SECTION 1449

Annex I to Regulation (EC) No. 1893/2006

Table 1

Section A - Agriculture, Forestry and Fishing	Section A - Agriculture, Forestry and Fishing	Section A - Agriculture, Forestry and Fishing	Section A - Agriculture, Forestry and Fishing	Section A - Agriculture, Forestry and Fishing
Division	Group	Class	Description	International Standard Industrial Classification Revision 4
02	02.2	02.20	Logging	0220

Table 2

Section B - Mining and Quarrying	Section B - Mining and Quarrying	Section B - Mining and Quarrying	Section B - Mining and Quarrying	Section B - Mining and Quarrying
Division	Group	Class	Description	International Standard Industrial Classification Revision 4
05			Mining of coal and lignite
	05.1		Mining of hard coal	0510
	05.2	05.20	Mining of lignite	0520
06			Extraction of crude petroleum and natural gas
	06.1	06.10	Extraction of crude petroleum	0610
	06.2	06.20	Extraction of natural gas	0620
07			Mining of metal ores
	07.1	07.10	Mining of iron ores	0710
	07.2		Mining of non-ferrous metal ores
		07.21	Mining of uranium and thorium ores	0721
		07.29	Mining of other non-ferrous metal ores	0729
08			Other mining and quarrying
	08.1		Quarrying of stone, sand and clay
		08.11	Quarrying of ornamental and building stone, limestone, gypsum, chalk and slate	0810 (part of)
		08.12	Operation of gravel and sand pits; mining of clays and kaolin	0810 (part of)
	08.9		Mining and quarrying not elsewhere classified
		08.91	Mining of chemical and fertiliser minerals	0891
		08.92	Extraction of peat	0892
		08.93	Extraction of salt	0893
		08.99	Other mining and quarrying not elsewhere classified	0899]

F1302[SCHEDULE 19 STANDARDS RELATING TO TRAINING AND QUALIFICATIONS FOR APPROVAL OF INDIVIDUAL AS STATUTORY AUDITOR

Section 1472

• (a) completed a course of theoretical instruction,

• (b) undergone practical training, and

• (c) passed an examination of professional competence which is of at least the standard required in the State for university final or equivalent examination level.

• (2) The test of theoretical knowledge included in the examination shall include the following subjects in particular:

• (a) general accounting theory and principles;

• (b) legal requirements and standards relating to the preparation of entity and group financial statements;

• (c) international accounting standards;

• (d) financial analysis;

• (e) cost and management accounting;

• (f) risk management and internal control;

• (g) auditing and professional skills;

• (h) legal requirements and professional standards relating to statutory audit and statutory auditors;

• (i) international auditing standards as referred to in section 1526;

• (j) professional ethics and independence.

• (a) company law and corporate governance;

• (b) the law of insolvency and similar procedures;

• (c) tax law;

• (d) civil and commercial law;

• (e) social security law and employment law;

• (f) information technology and computer systems;

• (g) business, general and financial economics;

• (h) mathematics and statistics;

• (i) basic principles of the financial management of undertakings.

• (2) All such training shall be carried out with persons who a recognised accountancy body is satisfied possess, to an adequate standard, the ability to provide practical training.]

F1303[SCHEDULE 20 INFORMATION REQUIRED, BY CHAPTER 5 OF PART 27, TO BE SUPPLIED AND ENTERED IN PUBLIC REGISTER

Section 1484

Statutory auditors

• (a) the name and address of the auditor;

• (b) the number under which the auditor is entered in that register;

• (c) if applicable—

• (i) the name and address and the website address (if any) of the statutory audit firm by which the auditor is employed, or with whom he or she is associated as a partner or otherwise, and

• (ii) the number under which that statutory audit firm is entered in that register;

• (d) the name and address of the recognised accountancy body responsible for the regulation of the auditor;

• (e) if he or she is so registered with one or more recognised accountancy bodies, counterpart authorities or third-country competent authorities—

• (i) particulars of his or her registration—

• (I) as a statutory auditor, with each recognised accountancy body or counterpart authority and the name of each such body or authority, and

• (II) as an auditor, with each third-country competent authority and the name of such authority,

and

• (ii) the number under which he or she is registered with each such body or authority;

• (f) without prejudice to subparagraph (e), with regard to the auditor’s status (if such be the case) as a Member State statutory auditor, the name and address of each counterpart authority responsible, in relation to him or her, for—

• (i) approval as referred to in Article 3 of the Audit Directive,

• (ii) quality assurance as referred to in Article 29 of the Audit Directive and Article 26 of Regulation (EU) No 537/2014,

• (iii) investigations and sanctions as referred to in Chapter VII of the Audit Directive and Articles 23 and 24 of Regulation (EU) No 537/2014,

• (iv) public oversight as referred to in Article 32 of the Audit Directive, and

• (v) performing the functions provided for in Regulation (EU) No 537/2014 and for ensuring the provisions of that Regulation are applied as referred to in Article 20 of that Regulation.

Statutory audit firms and audit firms approved in another Member State

• (a) the name and address of the audit firm;

• (b) the number under which the audit firm is entered in that register;

• (c) the legal form of the audit firm;

• (d) the primary contact person in the audit firm and contact details;

• (e) the address of each office in the State of the audit firm and the website address (if any) of the audit firm;

• (f) the name of every individual employed by or associated as partner or otherwise with the audit firm who is approved as a statutory auditor under Part 27;

• (g) the number under which that individual is entered in the register;

• (h) the name and address of the recognised accountancy body responsible for the regulation of the audit firm in the State;

• (i) the names and addresses of the owners of, or as appropriate, shareholders in, the audit firm;

• (j) the names and addresses of the directors, or other members of, as appropriate—

• (i) the board of directors,

• (ii) the board of management, or

• (iii) other administrative or management body,

of the audit firm (but where the audit firm comprises a partnership with no management structure, the provision of the address of each individual named, under subparagraph (f), as partner suffices);

• (k) if applicable, the fact of the audit firm’s membership of a network and either—

• (i) a list of the names and addresses of member firms and affiliates of the network, or

• (ii) an indication of where such information is publicly available;

• (l) if the audit firm is so registered with one or more counterpart authorities or third-country competent authorities—

• (i) particulars of the firm’s registration—

• (I) as a statutory audit firm, with each counterpart authority and the name of the authority,

• (II) as an audit firm, with such third-country competent authority and the name of such authority, and

• (III) as an audit firm approved in another Member State, who has registered in accordance with Article 3a of the Audit Directive,

and

• (ii) the number under which the firm is registered with each such authority;

• (m) without prejudice to subparagraph (l), with regard to the audit firm’s status (if such be the case) as a Member State statutory audit firm, the name and address of each counterpart authority responsible, in relation to it, for—

• (i) approval as referred to in Article 3 of the Audit Directive,

• (ii) where the audit firm is registered in the public register of another Member State pursuant to Article 3a of the Audit Directive and the State is its home Member State—

• (I) the fact that the firm is so registered, and

• (II) the name of the host Member State and the counterpart authority in the host Member State,

• (iii) quality assurance as referred to in Article 29 of the Audit Directive and Article 26 of Regulation (EU) No 537/2014,

• (iv) investigations and sanctions as referred to in Chapter VII of the Audit Directive and Articles 23 and 24 of Regulation (EU) No 537/2014,

• (v) public oversight as referred to in Article 32 of the Audit Directive, and

• (vi) performing the functions provided for in Regulation (EU) No 537/2014 and for ensuring the provisions of that Regulation are applied as referred to in Article 20 of that Regulation;

• (n) where the audit firm is registered in the public register pursuant to Article 3a(3) of the Audit Directive with the State as its host Member State—

• (i) the fact that the firm is so registered, and

• (ii) the name of the home Member State and the counterpart authority in the home Member State.

Third-country auditors and third-country audit entities

• (2) The provisions of paragraph 1 or 2, as the case may be, apply for the purposes of this paragraph save so much of them as are inapplicable in the case of a third-country auditor or third-country audit entity, as appropriate.

• (3) Third-country auditors or third-country audit entities so registered shall be clearly indicated in the register as such and not as statutory auditors or audit firms.

Individual identification number and storage of information in electronic form

• (a) in a case where the information entered in respect of the individual or firm is that provided under section 1485, the number notified under subsection (2)(b)(i) of that section to the Registrar,

• (b) in any other case, such individual identification number as, subject to subparagraph (2), is determined and allocated by the Registrar,

and references in paragraphs 1 and 2 to the number under which any of the foregoing persons is entered in the register shall be read as references to that identification number.

• (2) Instead of its allocating a number for the purposes of subparagraph (1)(b) that has been determined by it, the Registrar may—

• (a) in specifying under any provision of Part 27 the form in which information is to be notified to it for registration (and the provision concerned of that Part does not itself provide for the notification of such a number), include in that specification a requirement that the form, as completed, includes an identification number allocated to the subject of the notification by the notifier of the information, and

• (b) if the number so provided in that form is satisfactory for the purpose of distinguishing the subject from other registrants, allocate, for the purposes of subparagraph (1)(b), that number so provided.

• (3) The information contained in that register shall be stored in electronic form and be capable of being accessed by members of the public by electronic means.

Definition

F1304[SCHEDULE 21 SECTION 1110O

Class tests

Gross Assets Test

• (2) The gross assets of the traded PLC means the total non-current assets, plus the total current assets, of the traded PLC.

• (3) For—

• (a) an acquisition of an interest in an undertaking which will result in consolidation of the gross assets of that undertaking in the financial statements of the traded PLC, or

• (b) a disposal of an interest in an undertaking which will result in the assets of that undertaking no longer being consolidated in the financial statements of the traded PLC,

the gross assets the subject of the transaction means the value of 100% of that undertaking’s assets irrespective of what interest is acquired or disposed of.

• (4) For an acquisition or disposal of an interest in an undertaking which does not fall within paragraph (3), the gross assets the subject of the transaction means—

• (a) for an acquisition, the consideration together with liabilities assumed, if any, and

• (b) for a disposal, the assets attributed to that interest in the traded PLC’s accounts.

• (5) If there is an acquisition of assets other than an interest in an undertaking, the assets the subject of the transaction means the consideration or, if greater, the book value of those assets as they will be included in the traded PLC’s financial statements.

Profits Test

• (2) For the purposes of paragraph (1), profits means—

• (a) profits after deducting all charges except taxation, and

• (b) for an acquisition or disposal of an interest in an undertaking referred to in paragraphs 1(3)(a) or (b), 100% of the profits of the undertaking (irrespective of what interest is acquired or disposed of).

• (3) In calculating the profits test, the losses of the traded PLC or target undertaking shall be included.

Consideration Test

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

• (a) the consideration is the amount paid to the contracting party,

• (b) if all or part of the consideration is in the form of securities to be traded on a market, the consideration attributable to those securities is the aggregate market value of those securities, and

• (c) if deferred consideration is or may be payable or receivable by the traded PLC in the future, the consideration is the maximum total consideration payable or receivable under the agreement.

• (3) For the purposes of paragraph (2)(b) the figures used to determine consideration consisting of—

• (a) securities of a class already listed, shall be the aggregate market value of all those securities on the last business day before the announcement under section 1110O(1), and

• (b) a new class of securities for which an application for listing will be made, shall be the expected aggregate market value of all those securities.

• (4) For the purposes of paragraph (1), the figure used to determine aggregate market value is the aggregate market value of all the ordinary shares (excluding treasury shares) of the traded PLC at the close of business on the last business day immediately before the announcement under section 1110O(1).

Gross Capital Test

• (2) For the purposes of paragraph (1), the gross capital of the company or business being acquired means the aggregate of—

• (a) the consideration (as calculated under the Consideration Test),

• (b) if a company, any of its shares and debt securities which are not being acquired,

• (c) all other liabilities (other than current liabilities) including minority interests and deferred taxation, and

• (d) any excess of current liabilities over current assets.

• (3) For the purposes of paragraph (1) the gross capital of the traded PLC means the aggregate of—

• (a) the market value of its shares (excluding treasury shares) and the issue amount of the debt security,

• (b) all other liabilities (other than current liabilities) including minority interests and deferred taxation, and

• (c) any excess of current liabilities over current assets.

• (4) For the purposes of paragraph (1)—

• (a) figures used must be, for shares and debt security aggregated for the purposes of the gross capital percentage ratio, the aggregate market value of all those shares (or if not available before the announcement, their nominal value) and the issue amount of the debt security, and

• (b) for shares and debt security aggregated for the purposes of paragraph (3)(b) above, any treasury shares held by the company are not to be taken into account.]

F1305[SCHEDULE 22 Section 944C CORPORATE ENFORCEMENT AUTHORITY

• (a) a Member, and

• (b) a member of staff of the Authority authorised by the Authority for that purpose.

• (a) nominated as a member of Seanad Éireann,

• (b) elected as a member of either House of the Oireachtas or to be a member of the European Parliament,

• (c) regarded pursuant to Part XIII of the Second Schedule to the European Parliament Elections Act 1997 as having been elected to that Parliament, or

• (d) is elected or co-opted as a member of a local authority, he or she shall thereupon cease to be a Member of the Authority.

• (2) A person who is for the time being—

• (a) entitled under the Standing Orders of either House of the Oireachtas to sit therein,

• (b) a member of the European Parliament, or

• (c) entitled under the standing orders of a local authority to sit as a member thereof, shall, while he or she is so entitled as mentioned in clause (a) or (c) or is such a member as mentioned in clause (b), be disqualified for membership of the Authority or for employment in any capacity by the Authority.]

F1306[SCHEDULE 23 STANDARDS RELATING TO TRAINING AND QUALIFICATIONS FOR APPROVAL TO CARRY OUT ASSURANCE OF SUSTAINABILITY REPORTING Section 1628

• (a) completed a course of theoretical instruction,

• (b) undergone practical training, and

• (c) passed an examination of professional competence which is of at least the standard required in the State for university final or equivalent examination level.

• (2) The test of theoretical knowledge included in the examination shall include the following subjects in particular:

• (a) legal requirements and standards relating to the preparation of annual and consolidated sustainability reporting;

• (b) sustainability analysis;

• (c) due diligence processes with regard to sustainability matters;

• (d) legal requirements and assurance standards for the sustainability reporting referred to in section 1610.

• (2) All such training shall be carried out with persons who a recognised accountancy body is satisfied possess, to an adequate standard, the ability to provide practical training.]

F1307[SCHEDULE 24 ADDITIONAL INFORMATION REQUIRED TO BE SUPPLIED AND ENTERED IN PUBLIC REGISTER Section 1636

Statutory auditors

1. In relation to a statutory auditor, the public register shall contain at least the following additional information:

• (a) whether the statutory auditor is approved under Part 28 to carry out the assurance of sustainability reporting;

• (b) if he or she is registered with one or more recognised accountancy bodies, counterpart authorities or third-country competent authorities, whether the registration concerns the assurance of sustainability reporting.

Statutory audit firms and audit firms approved in another Member State

2. In relation to a statutory audit firm, the public register shall contain at least the following additional information:

• (a) the name of every individual employed by or associated as partner or otherwise with the audit firm who is approved under Part 28 to carry out the assurance of sustainability reporting;

• (b) if the audit firm is registered with one or more recognised accountancy bodies, counterpart authorities or third-country competent authorities, whether the registration concerns the assurance of sustainability reporting;

• (c) where the audit firm is approved in another Member State to carry out the assurance of sustainability reporting and is registered in the public register of that Member State –

• (i) the fact that the firm is so registered, and

• (ii) the name of the Member State and the counterpart authority in that Member State.

Third-country auditors and third-country audit entities

3. (1) In relation to a third-country auditor or third-country audit entity, the public register shall contain at least the following information:

• (a) whether the third-country auditor or audit entity is registered under section 1641,

• (b) the information specified in the provisions of paragraph 1 or, as the case may be, 2 (as, in either case, those provisions are applied by subparagraph (2)).

• (2) The provisions of paragraph 1 or 2, as the case may be, apply for the purposes of this paragraph save so much of them as are inapplicable in the case of a third-country auditor or third-country audit entity, as appropriate.

• (3) Third-country auditors or third-country audit entities so registered shall be clearly indicated in the register as such and not as statutory auditors or audit firms.]

Footnotes