Companies act 2014
Enactment Date | 23 December 2014 |
Act Number | 38 |
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Number 38 of 2014 |
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COMPANIES ACT 2014 |
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CONTENTS |
PART 1 |
PRELIMINARY AND GENERAL |
Section |
1. Short title and commencement |
2. Interpretation generally |
3. Periods of time |
4. Repeals and revocations |
5. Savings and transitional provisions |
6. Construction of references in other Acts to companies registered under Companies (Consolidation) Act 1908 and Act of 1963 |
7. Definition of “subsidiary” |
8. Definitions of “holding company”, “wholly owned subsidiary” and “group of companies” |
9. Act structured to facilitate its use in relation to most common type of company |
10. Reference in Parts 2 to 14 to company to mean private company limited by shares |
11. Construction of references to directors, board of directors and interpretation of certain other plural forms |
12. Regulations and orders |
13. Authentication of certain official documents |
14. Expenses |
PART 2 |
INCORPORATION AND REGISTRATION |
CHAPTER 1 |
Preliminary |
15. Definitions (Part 2) |
16. Extension of transition period in the event of difficulties |
CHAPTER 2 |
Incorporation and consequential matters |
17. Way of forming private company limited by shares |
18. Company to carry on activity in the State and prohibition of certain activities |
19. Form of the constitution |
20. Restriction on amendment of constitution |
21. Registration of constitution |
22. Statement to be delivered with constitution |
23. Additional statement to be furnished in certain circumstances |
24. Declaration to be made to Registrar |
25. Effect of registration |
26. Provisions as to names of companies |
27. Trading under a misleading name |
28. Reservation of a company name |
29. Effect of reservation of name |
30. Change of name |
31. Effect of constitution |
32. Amendment of constitution by special resolution |
33. Publication of notices |
34. Language of documents filed with Registrar |
35. Authorisation of an electronic filing agent |
36. Revocation of the authorisation of an electronic filing agent |
37. Copies of constitution to be given to members |
CHAPTER 3 |
Corporate capacity and authority |
38. Capacity of private company limited by shares |
39. Registered person |
40. Persons authorised to bind company |
41. Powers of attorney |
CHAPTER 4 |
Contracts and other transactions |
42. Form of contracts |
43. The common seal |
44. Power for company to have official seal for use abroad |
45. Pre-incorporation contracts |
46. Bills of exchange and promissory notes |
47. Liability for use of incorrect company name |
48. Authentication by company of documents |
CHAPTER 5 |
Company name, registered office and service of documents |
49. Publication of name by company |
50. Registered office of company |
51. Service of documents |
52. Security for costs |
53. Enforcement of orders and judgments against companies and their officers |
CHAPTER 6 |
Conversion of existing private company to private company limited by shares to which Parts 1 to 15 apply |
54. Interpretation (Chapter 6) |
55. Status of existing private companies at end of transition period: general principle |
56. Conversion of existing private companies to designated activity companies: duties and powers in that regard |
57. Relief where company does not re-register as a designated activity company |
58. Applicable laws during transition period |
59. Adoption of new constitution by members |
60. Preparation, registration, etc. of new constitution by directors |
61. Deemed constitution |
62. Relief for members and creditors |
63. Procedure for re-registration as designated activity company under this Chapter |
PART 3 |
SHARE CAPITAL, SHARES AND CERTAIN OTHER INSTRUMENTS |
CHAPTER 1 |
Preliminary and interpretation |
64. Interpretation (Part 3) |
65. Powers to convert shares into stock, etc. |
66. Shares |
67. Numbering of shares |
CHAPTER 2 |
Offers of securities to the public |
68. Limitation on offers of securities to the public |
CHAPTER 3 |
Allotment of shares |
69. Allotment of shares |
70. Supplemental and additional provisions as regards allotments |
71. Payment of shares |
72. Restriction of section 71(5) in the case of mergers |
73. Restriction of section 71(5) in the case of group reconstructions |
74. Supplementary provisions in relation to sections 72 and 73 |
75. Restriction of section 71(5) in the case of shares allotted in return for acquisition of issued shares of body corporate |
76. Treatment of premiums paid on shares issued before a certain date |
77. Calls on shares |
78. Supplemental provisions in relation to calls |
79. Further provisions about calls (different times and amounts of calls) |
80. Lien |
81. Forfeiture of shares |
82. Financial assistance for acquisition of shares |
CHAPTER 4 |
Variation in capital |
83. Variation of company capital |
84. Reduction in company capital |
85. Application to court for confirming order, objections by creditors and settlement of list of such creditors |
86. Registration of order and minute of reduction |
87. Liability of members in respect of reduced calls |
88. Variation of rights attached to special classes of shares |
89. Rights of holders of special classes of shares |
90. Registration of particulars of special rights |
91. Variation of company capital on reorganisation |
92. Notice to Registrar of certain alterations of share capital |
93. Notice of increase of share capital |
CHAPTER 5 |
Transfer of shares |
94. Transfer of shares and debentures |
95. Restrictions on transfer |
96. Transmission of shares |
97. Transmission of shares in special circumstances (including cases of mergers) |
98. Certification of shares |
99. Share certificates |
100. Rectification of dealings in shares |
101. Personation of shareholder: offence |
CHAPTER 6 |
Acquisition of own shares |
102. Company acquiring its own shares, etc. — permissible circumstances and prohibitions |
103. Supplemental provisions in relation to section 102 |
104. Shares of a company held by a nominee of a company |
105. Acquisition of own shares |
106. Supplemental provisions in relation to section 105 |
107. Assignment or release of company's right to purchase own shares |
108. Power to redeem preference shares issued before 5 May 1959 |
109. Treasury shares |
110. Incidental payments with respect to acquisition of own shares |
111. Effect of company's failure to redeem or purchase |
112. Retention and inspection of documents |
113. Membership of holding company |
114. Holding by subsidiary of shares in its holding company |
115. Civil liability for improper purchase in holding company |
116. Return to be made to Registrar |
CHAPTER 7 |
Distributions |
117. Profits available for distribution |
118. Prohibition on pre-acquisition profits or losses being treated in holding company's financial statements as profits available for distribution |
119. Distributions in kind: determination of amount |
120. Development costs shown as asset of company to be set off against company's distribution profits |
121. The relevant financial statements |
122. Consequences of making unlawful distribution |
123. Meaning of “distribution”, “capitalisation”, etc., and supplemental provisions |
124. Procedures for declarations, payments, etc., of dividends and other things |
125. Supplemental provisions in relation to section 124 |
126. Bonus issues |
PART 4 |
CORPORATE GOVERNANCE |
CHAPTER 1 |
Preliminary |
127. Access to documents during business hours |
CHAPTER 2 |
Directors and secretaries |
128. Directors |
129. Secretaries |
130. Prohibition of body corporate or unincorporated body of persons being director |
131. Prohibition of minor being director or secretary |
132. Prohibition of undischarged bankrupt being director or secretary or otherwise involved in company |
133. Examination as to solvency status |
134. Performance of acts by person in dual capacity as director and secretary not permitted |
135. Validity of acts of director or secretary |
136. Share qualifications of directors |
137. Company to have director resident in an EEA state |
138. Supplemental provisions concerning bond referred to in section 137 (2) |
139. Notification requirement as regards non-residency of director |
140. Exception to section 137 — companies having real and continuous link with economic activity in State |
141. Provisions for determining whether director resident in State |
142. Limitation on number of directorships |
143. Sanctions for contravention of section 142 and supplemental provisions |
144. Appointment of director |
145. Appointment of directors to be voted on individually |
146. Removal of directors |
147. Compensation for wrongful termination, other powers of removal not affected by section 146 |
148. Vacation of office |
149. Register of directors and secretaries |
150. Supplemental provisions (including offences) in relation to section 149 |
151. Particulars to be shown on all business letters of company |
152. Entitlement to notify Registrar of changes in directors and secretaries if section 149(8) contravened |
153. Provisions as to assignment of office by directors |
CHAPTER 3 |
Service contracts and remuneration |
154. Copies of directors' service contracts |
155. Remuneration of directors |
156. Prohibition of tax-free payments to directors |
CHAPTER 4 |
Proceedings of directors |
157. Sections 158 to 165 to apply save where constitution provides otherwise |
158. General power of management and delegation |
159. Managing director |
160. Meetings of directors and committees |
161. Supplemental provisions about meetings (including provision for acting by means of written resolutions) |
162. Holding of any other office or place of profit under the company by director |
163. Counting of director in quorum and voting at meeting at which director is appointed |
164.... |
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