Companies Act, 1963

• Jurisdiction: Ireland

Number 33 of 1963.

COMPANIES ACT, 1963.

ARRANGEMENT OF SECTIONS

Section

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.

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.

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.

16. Statutory forms of memorandum and articles.

17. Registration of memorandum and articles. 18. Effect of registration. 19. Conclusiveness of certificate of incorporation. 20. Registration of unlimited company as limited.

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.

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.

31. Definition of member. 32. Membership of holding company.

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.

36. Members severally liable for debts where business carried on with fewer than seven, or in case of private company, two members.

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.

42. Authentication of documents.

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.

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.

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.

61. Construction of references to offering shares or debentures to the public.

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.

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.

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.

78. Rights of holders of special classes of shares.

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.

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.

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.

109. Copies of instruments creating charges to be kept at registered office. 110. Right to inspect copies of instruments creating charges.

111. Application of this Part to companies incorporated outside the State. 112. Registration of charges existing before application of this Act.

PART V

Management and Administration

113. Registered office of company. 114. Publication of name by company.

115. Restrictions on commencement of business.

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.

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.

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...