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Number 33 of 1990
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COMPANIES ACT, 1990
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ARRANGEMENT OF SECTIONS
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PART I
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Preliminary
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Section
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1.
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Short title, collective citation and construction.
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2.
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Commencement.
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3.
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Interpretation.
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4.
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Periods of time.
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5.
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Orders.
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6.
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Repeals.
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PART II
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Investigations
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7.
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Investigation of company's affairs.
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8.
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Investigation of company's affairs on application of Minister.
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9.
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Power of inspectors to extend investigation into affairs of related companies.
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10.
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Production of documents and evidence on investigation.
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11.
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Inspectors' reports.
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12.
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Proceedings on inspectors' report.
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13.
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Expenses of investigation of company's affairs.
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14.
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Appointment and powers of inspectors to investigate ownership of company.
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15.
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Power to require information as to persons interested in shares or debentures.
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16.
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Power to impose restrictions on shares or debentures.
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17.
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Extension of powers of investigation to certain bodies incorporated outside the State.
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18.
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Admissibility in evidence of certain matters.
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19.
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Power of Minister to require production of documents.
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20.
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Entry and search of premises.
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21.
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Provision for security of information.
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22.
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Inspectors' reports to be evidence.
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23.
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Saving for privileged information.
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24.
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Power to make supplementary regulations.
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PART III
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Transactions Involving Directors
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Preliminary
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25.
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Interpretation of Part III.
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26.
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Connected persons.
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27.
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Shadow directors.
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Particular transactions involving conflict of interest
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28.
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Contracts of employment of directors.
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29.
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Substantial property transactions involving directors, etc.
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30.
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Penalisation of dealing by director of a company in options to buy or sell certain shares in, or debentures of, the company or associated companies.
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31.
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Prohibition of loans, etc. to directors and connected persons.
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32.
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Arrangements of certain value.
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33.
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Reduction in amount of company's relevant assets.
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34.
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Inter-company loans in same group.
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35.
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Transactions with holding company.
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36.
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Directors' expenses.
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37.
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Business transactions.
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38.
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Civil remedies for breach of section 31.
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39.
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Personal liability for company debts in certain cases.
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40.
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Criminal penalties for breach of section 31.
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Disclosure of transactions involving directors and others
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41.
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Substantial contracts, etc., with directors and others to be disclosed in accounts.
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42.
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Particulars required to be included in accounts by section 41.
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43.
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Particulars of amounts outstanding to be included in accounts.
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44.
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Further provisions relating to licensed banks.
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45.
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Arrangements excluded from sections 41 and 44.
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46.
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Duty of auditors of company in breach of section 41 or 43.
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47.
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Disclosure by directors of interests in contracts, etc.
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Supplemental
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48.
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Power to alter financial limits under Part III.
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49.
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Cessation of section 192 of Principal Act.
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50.
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Inspection of directors' service contracts.
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51.
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Register of directors and secretaries.
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52.
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Directors to have regard to interests of employees.
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PART IV
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Disclosure of Interests in Shares
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Chapter 1
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Share Dealings by Directors, Secretaries and their Families
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53.
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Obligation of director or secretary to notify interests in shares or debentures of company.
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54.
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Nature of an interest within section 53.
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55.
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Interests to be disregarded.
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56.
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Periods within which obligations under section 53 must be discharged.
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57.
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Circumstances in which obligation under section 53 is not discharged.
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58.
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Other provisions relating to notification.
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59.
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Register of interests.
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60.
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Provisions relating to register.
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61.
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Removal of entries from register.
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62.
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Entries, when not to be removed.
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63.
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Disclosure of interests in directors' report.
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64.
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Extension of section 53 to spouses and children.
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65.
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Duty of company to notify stock exchange.
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66.
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Investigation of share dealing.
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Chapter 2
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Individual and Group Acquisitions
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67.
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Obligation of disclosure and the cases in which it may arise.
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68.
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Interests to be disclosed.
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69.
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“Percentage level” in relation to notifiable interests.
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70.
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The notifiable percentage.
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71.
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Particulars to be contained in notification.
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72.
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Notification of family and corporate interests.
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73.
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Agreement to acquire interests in a public limited company.
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74.
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Obligation of disclosure arising under section 73.
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75.
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Obligation of persons acting together to keep each other informed.
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76.
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Interests in shares by attribution.
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77.
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Interests in shares which are to be notified.
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78.
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Interests to be disregarded.
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79.
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Other provisions relating to notification.
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80.
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Register of interests in shares.
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81.
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Company investigations.
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82.
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Registration of interests disclosed under section 81.
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83.
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Company investigations on requisition by members.
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84.
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Company report to members.
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85.
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Penalty for failure to provide information.
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86.
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Removal of entries from register.
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87.
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Entries, when not to be removed.
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88.
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Inspection of register and reports.
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89.
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The 1988 Directive.
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90.
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Provisions as to interpretation.
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91.
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Obligation to notify certain interests to the Exchange.
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92.
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Duty of relevant authority to report to Director of Public Prosecutions.
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93.
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Application and amendment of the 1984 Regulations.
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94.
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Obligation of professional secrecy.
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95.
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Immunity from suit.
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96.
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Co-operation between authorities in Member States.
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Chapter 3
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Disclosure Orders: Companies other than Public Limited Companies
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97.
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Application of Chapter 3.
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98.
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Disclosure order.
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99.
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Procedure on application for disclosure order.
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100.
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Scope of disclosure order.
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101.
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Powers of court.
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102.
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Notice of disclosure order.
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103.
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Information disclosed under order.
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104.
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Civil consequences of contravention of disclosure order.
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Chapter 4
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General provisions about share registers etc.
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105.
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Power to alter maximum inspection etc. charges.
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106.
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Transitional provisions.
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PART V
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Insider Dealing
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107.
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Interpretation.
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108.
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Unlawful dealings in securities by insiders.
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109.
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Civil liability for unlawful dealing.
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110.
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Exempt transactions.
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111.
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Criminal liability for unlawful dealing.
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112.
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Restriction on dealing.
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113.
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Duty of agents in relation to unlawful dealing.
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114.
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Penalties for offences under this Part.
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115.
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Duty of recognised stock exchange in relation to unlawful dealing.
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116.
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Co-operation with other authorities outside the State.
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117.
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Authorised persons.
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118.
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Obligation of professional secrecy.
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119.
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Extension of Council Directive 79/279/EEC.
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120.
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Annual report of recognised stock exchange.
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121.
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Power of Minister to make supplementary regulations.
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PART VI
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Winding Up and Related Matters
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Registration of Charges
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122.
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Amendment of section 99 of the Principal Act.
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Winding Up by the Court
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123.
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Amendment of sections 214 and 345 of Principal Act.
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124.
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Amendment of section 231 of the Principal Act.
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125.
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No lien over company's books, records, etc.
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126.
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Power of court to summon persons for examination.
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127.
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Order for payment or delivery of property against person examined under section 245 of Principal Act.
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Declaration of Solvency
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128.
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Statutory declaration of solvency in case of proposal to wind up voluntarily.
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Provisions applicable to a Members' Voluntary Winding Up
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129.
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Duty of liquidator to call creditors' meeting if he is of opinion that company is unable to pay its debts.
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Provisions applicable to a Creditors' Voluntary Winding Up
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130.
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Amendment of section 266 of the Principal Act.
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131.
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Creditors' voluntary winding up.
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Provisions applicable to every Voluntary Winding Up
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132.
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Amendment of section 275 of the Principal Act.
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133.
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Consent to appointment as liquidator and notification of appointment.
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Provisions applicable to every Winding Up
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134.
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Preferential payments in a winding up.
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135.
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Fraudulent preference.
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136.
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Circumstances in which floating charge is invalid.
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137.
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Criminal liability of persons concerned for fraudulent trading of company.
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138.
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Civil liability of persons concerned for fraudulent or reckless trading of company.
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139.
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Power of the court to order the return of assets which have been improperly transferred.
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140.
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Company may be required to contribute to debts of related companies.
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141.
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Pooling of assets of related companies.
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142.
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Amendment of section 298 of the Principal Act.
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143.
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Amendment of section 299 of the Principal Act.
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144.
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Duty of liquidators and receivers to include certain information in returns etc.
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145.
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Penalty for default of receiver or liquidator in making certain accounts and returns.
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Supplementary Provisions
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146.
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Disqualification for appointment as liquidator.
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147.
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Disclosure of interest by creditors etc. at creditors' meetings.
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148.
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Extension of power of court to...
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