Companies (miscellaneous provisions) act 2013

• Act Number: 46
• Enactment Date: 24 December 2013

Number 46 of 2013
COMPANIES (MISCELLANEOUS PROVISIONS) ACT 2013
CONTENTS
Section
1. Definition
2. Amendment of Companies (Amendment) Act 1990
3. Amendment of sections 7, 17 and 18 of Companies (Amendment) Act 1986
4. Amendment of section 128 of Companies Act 1963
5. Designated officers: provision for certain contingencies that may arise in relation to them
6. Disclosure of information to Director of Corporate Enforcement or his or her officers
7. Amendment of Companies (Auditing and Accounting) Act 2003
8. Provision in respect of certain discretion afforded by Commission Decision 2011/30/EU
9. Amendment of Personal Insolvency Act 2012
10. Amendment of Bankruptcy Act 1988
11. Short title, construction and commencement
Acts Referred to
Bankruptcy Act 1988 (No. 27)
Companies (Amendment) Act 1986 (No. 25)
Companies (Amendment) Act 1990 (No. 27)
Companies (Auditing and Accounting) Act 2003 (No. 44)
Companies Act 1963 (No. 33)
Companies Act 1990 (No. 33)
Companies Acts
Company Law Enforcement Act 2001 (No. 28)
Finance Act 2011 (No. 6)
Personal Insolvency Act 2012 (No. 44)
Taxes Consolidation Act 1997 (No. 39)
Number 46 of2013
COMPANIES (MISCELLANEOUS PROVISIONS) ACT 2013
An Act to amend the Companies (Amendment) Act 1990 with respect to the jurisdiction of the courts in examinerships, to amend sections 7 , 17 and 18 of the Companies (Amendment) Act 1986 and section 128 of the Companies Act 1963 , to make further provision about the duties and powers of designated officers in circumstances where search warrants have been issued under section 20 of the Companies Act 1990 , to amend the Company Law Enforcement Act 2001 by substituting a new section for section 18 thereof, to amend the Personal Insolvency Act 2012 in relation to sections 25, 26, 27, 43 and 44 of that Act, to amend the Bankruptcy Act 1988 in relation to sections 17(2), 105(2), 130, 140A, 140B and 141 of that Act, to enable levies to be imposed on statutory auditors and audit firms with respect to the external quality assurance of certain of their activities in the field of statutory audits, to enable the State to make provision in respect of a matter that Article 2(4) of Commission Decision 2011/30/EU of 19 January 2011 permits Member States to make provision in respect of and to provide for related matters.
[24th December, 2013]
Be it enacted by the Oireachtas as follows:
		Definition
	1. In this Act “Minister” means the Minister for Jobs, Enterprise and Innovation.
		Amendment of Companies (Amendment) Act 1990
	2. (1) Section 2 of the Companies (Amendment) Act 1990 is amended by adding the following subsections after subsection (6):
	“(7) In this section ‘court’ means—
	(a) in the case of any company (including one referred to in paragraph (b)), the High Court; or
	(b) in the case of a company that, in respect of the latest financial year of the company that has ended prior to the date of the presentation of the petition, fell to be treated as a small company by virtue of section 8 or 9 of the Companies (Amendment) Act 1986, the Circuit Court,
	and—
	(i) all subsequent references to the court in this Act shall, as respects the powers and jurisdiction of the court with respect to an examinership on foot of an appointment made under this section by the Circuit Court, be read accordingly; and
	(ii) the jurisdiction under section 3(7) to appoint an examiner on an interim basis, and the jurisdiction to do the things referred to in section 3A, are likewise available to the Circuit Court in the case of a company specified in paragraph (b).
	(8) For the purpose of paragraph (b) of subsection (7), if the latest financial year of the company concerned ended within 3 months prior to the date of the presentation of the petition, the reference in that paragraph to the latest financial year of the company shall be construed as a reference to the financial year of the company that preceded its latest financial year (but that reference shall only be so construed if that preceding financial year ended no more than 15 months prior to the date of the presentation of the petition).
	(9) The jurisdiction of the Circuit Court under this Act in relation to a company shall be exercisable by the judge of the Circuit Court—
	(a) for the circuit in which the registered office of the company is situated at the time of the presentation of the petition or in which it has, at that time, its principal place of business; or
	(b) if, at that time, there is no registered office of the company and its principal place of business is outside the State, for the Dublin Circuit.
	(10) On the making of an order appointing an examiner to a company, the proper officer of the Central Office of the High Court or, as the case may be, the county registrar shall, on request and payment of the prescribed fee and subject to any conditions that may be specified in rules of court, give to the examiner concerned—
	(a) a copy of the order, certified by the officer to be a true copy; and
	(b) any other prescribed particulars.
	(11) For the purposes of the Circuit Court’s jurisdiction under this Act, references in this section, and elsewhere in this Act, to a petition include references to any originating process specified by rules of court for those purposes.”.
	(2) The Companies (Amendment) Act 1990 is further amended—
	(a) by repealing section 3(9), and
	(b) in section 4, by adding the following subsections after subsection (8)—
	“(9) The Circuit Court shall only have jurisdiction to make an order referred to in subsection (1)(a) or (b) if the related company is a company that, in respect of the latest financial year of it that has ended prior to the relevant time referred to in subsection (1), fell to be treated as a small company by virtue of section 8 or 9 of the Companies (Amendment) Act 1986 .
	(10) For the purposes of subsection (9), if the latest financial year of the company concerned ended within 3 months prior to the relevant time referred to in subsection (1), the reference in subsection (9) to the latest financial year of the company shall be construed as a reference to the financial year of the company that preceded its latest financial year (but that reference shall only be so construed if that preceding financial year ended no more than 15 months prior to the relevant time referred to in subsection (1)).”.
		Amendment of sections 7, 17 and 18 of Companies (Amendment) Act 1986
	3. (1) In this section “Act of 1986” means the Companies (Amendment) Act 1986 .
	(2) Section 7 of the Act of 1986 is amended—
	(a) in subsection (1)(a), by deleting all the words beginning with “and a copy of the report of the auditors on” down to and including the words “meeting of the company for that year, and” and substituting—
	“being, in each case, the accounts laid or to be laid before the annual general meeting of the company for that year, together with a copy of the report of the auditors on, and the report of the directors accompanying, those accounts, and each reference in this paragraph to a copy shall be construed in accordance with subsection (1D) of this section, and”,
	(b) by inserting the following subsection after subsection (1C)—
	“(1D) Each reference in subsection (1) of this section to a copy of a document is a reference to a copy that satisfies the following conditions—
	(a) it is a true copy of the original save for the difference that the signature or signatures on the original, and any date or dates thereon, shall appear in typeset form on the copy, and
	(b) it is accompanied by a certificate of a director and the secretary of the company, that bears the signature of the director and the secretary in electronic or written form, stating that the copy is a true copy of the original (and one such certificate relating to all of the documents mentioned in subsection (1) of this section suffices and the foregoing statement need not be qualified on account of the difference permitted by paragraph (a) of this subsection as to the form of a signature or of a date).”,
	and
	(c) in subsection (2), after “and the fact that the copy has been so amended shall be stated therein”, by inserting “, and any amendments so made and that statement shall be in typeset form”.
	(3) Section 17 of the Act of 1986 is amended—
	(a) in subsection (1)(f), before “the group accounts”, by inserting “a copy (as that expression is to be construed in accordance with subsection (3) of this section) of”, and
	(b) by adding the following subsection after subsection (2)—
	“(3) In subsection (1)(f) of this section the reference to a copy of the group accounts is a reference to a copy that satisfies the following conditions—
	(a) it is a true copy of the original save for the difference that the signature or signatures on the original, and any date or dates thereon, shall appear in typeset form on the copy, and
	(b) it is accompanied by a certificate of a director and the secretary of the parent undertaking, that bears the signature of the director and the secretary in electronic or written form, stating that the copy is a true copy of the original (and the foregoing statement need not be qualified on account of the difference permitted by paragraph (a) of this subsection as to the form of a signature or of a date).”.
	(4) Section 18 of the Act of 1986 is amended—
	(a) by substituting the following for subsection (1)—
	“(1) Abridged accounts (within the meaning of section 19 of this Act) that have been prepared shall be signed as required by section 156 of the Principal Act and there shall be annexed to the annual return required by the Principal Act to be made by the company to the registrar of companies a copy (as that expression is to be construed in accordance with subsection (5) of this section) of...