Companies act 2014

• Enactment Date: 23 December 2014
• Act Number: 38

Number 38 of 2014

COMPANIES ACT 2014

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....