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