Companies Act, 1990

• Jurisdiction: Ireland
• Citation: IR No. 33/1990
• Year: 1990

Number 33 of 1990

COMPANIES ACT, 1990

ARRANGEMENT OF SECTIONS

PART I

Preliminary

Section 1. Short title, collective citation and construction. 2. Commencement. 3. Interpretation. 4. Periods of time. 5. Orders. 6. Repeals.

PART II

Investigations

7. Investigation of company's affairs. 8. Investigation of company's affairs on application of Minister. 9. Power of inspectors to extend investigation into affairs of related companies. 10. Production of documents and evidence on investigation. 11. Inspectors' reports. 12. Proceedings on inspectors' report. 13. Expenses of investigation of company's affairs. 14. Appointment and powers of inspectors to investigate ownership of company. 15. Power to require information as to persons interested in shares or debentures. 16. Power to impose restrictions on shares or debentures. 17. Extension of powers of investigation to certain bodies incorporated outside the State. 18. Admissibility in evidence of certain matters. 19. Power of Minister to require production of documents. 20. Entry and search of premises. 21. Provision for security of information. 22. Inspectors' reports to be evidence. 23. Saving for privileged information. 24. Power to make supplementary regulations.

PART III

Transactions Involving Directors

Preliminary

25. Interpretation of Part III. 26. Connected persons. 27. Shadow directors.

Particular transactions involving conflict of interest

28. Contracts of employment of directors. 29. Substantial property transactions involving directors, etc. 30. 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. 31. Prohibition of loans, etc. to directors and connected persons. 32. Arrangements of certain value. 33. Reduction in amount of company's relevant assets. 34. Inter-company loans in same group. 35. Transactions with holding company. 36. Directors' expenses. 37. Business transactions. 38. Civil remedies for breach of section 31. 39. Personal liability for company debts in certain cases. 40. Criminal penalties for breach of section 31.

Disclosure of transactions involving directors and others

41. Substantial contracts, etc., with directors and others to be disclosed in accounts. 42. Particulars required to be included in accounts by section 41. 43. Particulars of amounts outstanding to be included in accounts. 44. Further provisions relating to licensed banks. 45. Arrangements excluded from sections 41 and 44. 46. Duty of auditors of company in breach of section 41 or 43. 47. Disclosure by directors of interests in contracts, etc.

Supplemental

48. Power to alter financial limits under Part III. 49. Cessation of section 192 of Principal Act. 50. Inspection of directors' service contracts. 51. Register of directors and secretaries. 52. Directors to have regard to interests of employees.

PART IV

Disclosure of Interests in Shares

Chapter 1

Share Dealings by Directors, Secretaries and their Families

53. Obligation of director or secretary to notify interests in shares or debentures of company. 54. Nature of an interest within section 53. 55. Interests to be disregarded. 56. Periods within which obligations under section 53 must be discharged. 57. Circumstances in which obligation under section 53 is not discharged. 58. Other provisions relating to notification. 59. Register of interests. 60. Provisions relating to register. 61. Removal of entries from register. 62. Entries, when not to be removed. 63. Disclosure of interests in directors' report. 64. Extension of section 53 to spouses and children. 65. Duty of company to notify stock exchange. 66. Investigation of share dealing.

Chapter 2

Individual and Group Acquisitions

67. Obligation of disclosure and the cases in which it may arise. 68. Interests to be disclosed. 69. “Percentage level” in relation to notifiable interests. 70. The notifiable percentage. 71. Particulars to be contained in notification. 72. Notification of family and corporate interests. 73. Agreement to acquire interests in a public limited company. 74. Obligation of disclosure arising under section 73. 75. Obligation of persons acting together to keep each other informed. 76. Interests in shares by attribution. 77. Interests in shares which are to be notified. 78. Interests to be disregarded. 79. Other provisions relating to notification. 80. Register of interests in shares. 81. Company investigations. 82. Registration of interests disclosed under section 81. 83. Company investigations on requisition by members. 84. Company report to members. 85. Penalty for failure to provide information. 86. Removal of entries from register. 87. Entries, when not to be removed. 88. Inspection of register and reports. 89. The 1988 Directive. 90. Provisions as to interpretation. 91. Obligation to notify certain interests to the Exchange. 92. Duty of relevant authority to report to Director of Public Prosecutions. 93. Application and amendment of the 1984 Regulations. 94. Obligation of professional secrecy. 95. Immunity from suit. 96. Co-operation between authorities in Member States.

Chapter 3

Disclosure Orders: Companies other than Public Limited Companies

97. Application of Chapter 3. 98. Disclosure order. 99. Procedure on application for disclosure order. 100. Scope of disclosure order. 101. Powers of court. 102. Notice of disclosure order. 103. Information disclosed under order. 104. Civil consequences of contravention of disclosure order.

Chapter 4

General provisions about share registers etc.

105. Power to alter maximum inspection etc. charges. 106. Transitional provisions.

PART V

Insider Dealing

107. Interpretation. 108. Unlawful dealings in securities by insiders. 109. Civil liability for unlawful dealing. 110. Exempt transactions. 111. Criminal liability for unlawful dealing. 112. Restriction on dealing. 113. Duty of agents in relation to unlawful dealing. 114. Penalties for offences under this Part. 115. Duty of recognised stock exchange in relation to unlawful dealing. 116. Co-operation with other authorities outside the State. 117. Authorised persons. 118. Obligation of professional secrecy. 119. Extension of Council Directive 79/279/EEC. 120. Annual report of recognised stock exchange. 121. Power of Minister to make supplementary regulations.

PART VI

Winding Up and Related Matters

Registration of Charges

122. Amendment of section 99 of the Principal Act.

Winding Up by the Court

123. Amendment of sections 214 and 345 of Principal Act. 124. Amendment of section 231 of the Principal Act. 125. No lien over company's books, records, etc. 126. Power of court to summon persons for examination. 127. Order for payment or delivery of property against person examined under section 245 of Principal Act.

Declaration of Solvency

128. Statutory declaration of solvency in case of proposal to wind up voluntarily.

Provisions applicable to a Members' Voluntary Winding Up

129. Duty of liquidator to call creditors' meeting if he is of opinion that company is unable to pay its debts.

Provisions applicable to a Creditors' Voluntary Winding Up

130. Amendment of section 266 of the Principal Act. 131. Creditors' voluntary winding up.

Provisions applicable to every Voluntary Winding Up

132. Amendment of section 275 of the Principal Act. 133. Consent to appointment as liquidator and notification of appointment.

Provisions applicable to every Winding Up

134. Preferential payments in a winding up. 135. Fraudulent preference. 136. Circumstances in which floating charge is invalid. 137. Criminal liability of persons concerned for fraudulent trading of company. 138. Civil liability of persons concerned for fraudulent or reckless trading of company. 139. Power of the court to order the return of assets which have been improperly transferred. 140. Company may be required to contribute to debts of related companies. 141. Pooling of assets of related companies. 142. Amendment of section 298 of the Principal Act. 143. Amendment of section 299 of the Principal Act. 144. Duty of liquidators and receivers to include certain information in returns etc. 145. Penalty for default of receiver or liquidator in making certain accounts and returns.

Supplementary Provisions

146. Disqualification for appointment as liquidator. 147. Disclosure of interest by creditors etc. at creditors' meetings. 148. Extension of power of court to...