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Number 33 of 1963.
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COMPANIES ACT, 1963.
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ARRANGEMENT OF SECTIONS
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PART I
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Preliminary
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1.
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Short title and commencement.
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2.
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General provisions as to interpretation.
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3.
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Repeal and savings.
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4.
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Construction of references in other Acts to companies registered under the Companies (Consolidation) Act, 1908.
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PART II
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Incorporation of Companies and Matters Incidental Thereto
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5.
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Way of forming incorporated company.
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6.
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Requirements in relation to memorandum.
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7.
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Printing stamp and signature of memorandum.
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8.
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Modification of the ultra vires rule.
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9.
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Restriction on alteration of memorandum.
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10.
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Way in which and extent to which objects of company may be altered.
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11.
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Articles prescribing regulations for companies.
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12.
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Regulations required in the case of an unlimited company or company limited by guarantee.
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13.
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Adoption and application of Table A or Tábla A.
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14.
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Printing, stamp and signature of articles.
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15.
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Alteration of articles by special resolution.
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16.
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Statutory forms of memorandum and articles.
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17.
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Registration of memorandum and articles.
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18.
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Effect of registration.
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19.
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Conclusiveness of certificate of incorporation.
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20.
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Registration of unlimited company as limited.
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21.
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Prohibition of registration of companies by undesirable names.
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22.
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Registration of business name.
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23.
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Change of name.
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24.
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Power to dispense with “limited” or “teoranta” in name of charitable and other companies.
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25.
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Effect of memorandum and articles.
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26.
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Provisions as to memorandum and articles of company limited by guarantee.
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27.
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Alterations in memorandum or articles increasing liability to contribute to share capital not to bind existing members without consent.
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28.
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Power to alter provisions in memorandum which could have been contained in articles.
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29.
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Copies of memorandum and articles to be given to members.
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30.
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Issued copies of memorandum to embody alterations.
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31.
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Definition of member.
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32.
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Membership of holding company.
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33.
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Meaning of “private company”.
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34.
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Consequences of default in complying with conditions constituting a company a private company.
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35.
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Statement in lieu of prospectus to be delivered to registrar by company on ceasing to be a private company.
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36.
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Members severally liable for debts where business carried on with fewer than seven, or in case of private company, two members.
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37.
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Pre-incorporation contracts.
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38.
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Form of contracts.
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39.
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Bills of exchange and promissory notes.
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40.
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Execution of deeds outside the State.
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41.
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Power for company to have official seal for use abroad.
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42.
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Authentication of documents.
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PART III
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Share Capital and Debentures.
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43.
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Dating of prospectus.
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44.
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Matters to be stated and reports to be set out in Prospectus.
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45.
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Exclusion of section 44 and relaxation of Third Schedule in case of certain prospectuses.
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46.
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Expert's consent to issue of prospectus containing statement by him.
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47.
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Registration of prospectus.
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48.
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Restriction on alteration of terms mentioned in prospectus or statement in lieu of prospectus.
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49.
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Civil liability for mis-statements in prospectus.
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50.
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Criminal liability for mis-statements in prospectus.
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51.
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Document containing offer of shares or debentures for sale to be deemed a prospectus.
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52.
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Interpretation of provisions relating to prospectuses.
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53.
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Minimum subscription and amount payable on application.
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54.
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Prohibition of allotment in certain cases unless statement in lieu of prospectus delivered to registrar.
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55.
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Effect of irregular allotment.
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56.
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Applications for, and allotment of, shares and debentures.
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57.
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Allotment of shares and debentures to be dealt in on stock exchange.
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58.
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Return as to allotments.
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59.
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Power to pay certain commissions, and prohibition of payment of all other commissions and discounts.
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60.
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Giving of financial assistance by a company for the purchase of its shares.
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61.
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Construction of references to offering shares or debentures to the public.
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62.
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Application of premiums received on issue of shares.
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63.
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Power to issue shares at a discount.
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64.
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Power to issue redeemable preference shares.
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65.
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Power to redeem preference shares issued before 5th May, 1959.
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66.
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Power of company to arrange for different amounts being paid on shares.
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67.
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Reserve liability of limited company.
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68.
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Power of company to alter its share capital.
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69.
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Notice to registrar of certain alterations in share capital.
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70.
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Notice of increase of share capital.
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71.
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Power of unlimited company to provide for reserve share capital on re-registration.
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72.
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Power of company to reduce its share capital.
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73.
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Application to court for confirming order, objections by creditors and settlement of list of objecting creditors.
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74.
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Order confirming reduction and powers of court on making such order.
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75.
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Registration of order and minute of reduction.
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76.
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Liability of members in respect of reduced shares.
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77.
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Penalty for concealment of certain matters in proceedings for reduction.
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78.
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Rights of holders of special classes of shares.
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79.
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Nature of shares.
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80.
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Numbering of shares.
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81.
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Transfer not to be registered unless instrument of transfer delivered to the company.
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82.
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Transfer by personal representative.
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83.
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Registration of transfer at request of transferor.
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84.
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Notice of refusal to register transfer.
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85.
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Certification of transfers.
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86.
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Duties of company in relation to the issue of certificates.
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87.
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Evidence of title, probate and letters of administration.
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88.
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Issue and effect of share warrants to bearer.
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89.
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Validation of invalid issue of shares.
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90.
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Penalty of personation of shareholder.
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91.
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Provisions as to register of debenture holders.
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92.
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Rights of inspection of register of debenture holders and to copies of register and trust deed.
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93.
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Liability of trustees for debenture holders.
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94.
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Perpetual debentures.
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95.
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Power to re-issue redeemed debentures.
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96.
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Saving of rights of certain mortgagees in case of re-issued debentures.
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97.
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Specific performance of contracts to subscribe for debentures.
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98.
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Preferential payments when receiver is appointed under floating charge.
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PART IV
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Registration of Charges
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99.
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Registration of charges created by companies.
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100.
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Duty of company to register charges created by company.
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101.
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Duty of company to register charges existing on property acquired.
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102.
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Registration of judgment mortgages.
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103.
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Register of charges to be kept by registrar of companies.
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104.
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Certificate of registration.
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105.
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Entries of satisfaction and release of property from charge.
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106.
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Extension of time for registration of charges.
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107.
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Notice to registrar of appointment of receiver, and of receiver ceasing to act.
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108.
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Effect of provisions of former Companies Acts as to registration of charges on land.
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109.
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Copies of instruments creating charges to be kept at registered office.
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110.
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Right to inspect copies of instruments creating charges.
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111.
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Application of this Part to companies incorporated outside the State.
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112.
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Registration of charges existing before application of this Act.
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PART V
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Management and Administration
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113.
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Registered office of company.
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114.
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Publication of name by company.
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115.
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Restrictions on commencement of business.
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116.
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Register of members.
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117.
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Index of members.
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118.
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Provisions as to entries in register in relation to share warrants.
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119.
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Inspection of register and index.
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120.
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Consequences of failure to comply with requirements as to register owing to agent's default.
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121.
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Power to close register.
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122.
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Rectification of register.
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123.
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Trusts not to be entered on register.
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124.
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Register to be evidence.
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125.
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Annual return to be made by company having a share capital.
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126.
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Annual return to be made by company not having a share capital.
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127.
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Time for completion of annual return.
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128.
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Documents to be annexed to annual return.
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129.
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Certificates to be sent by private company with annual return.
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130.
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Statutory meeting and statutory report.
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131.
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Annual general meeting.
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132.
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Convening of extraordinary general meeting on requisition.
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133.
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Length of notice for calling meetings.
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134.
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General Provisions as to meetings and votes.
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135.
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Power of court to order a meeting.
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136.
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Proxies.
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137.
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Right to demand a poll.
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138.
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Voting on a poll.
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139.
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Representation of bodies corporate at meetings of companies and of creditors.
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140.
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Annual general meeting to be held in the State.
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141.
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Resolutions.
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142.
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Extended notice.
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143.
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Registration of, and obligation of company to supply copies of, certain resolutions and agreements.
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144.
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Resolutions passed at adjourned meetings.
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145.
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Minutes of proceedings of meetings of...
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