• Home
  • Tax Law and Commentary Online
  • Companies Act 1963 (2011) - Table of Contents

Companies Act 1963 (2011) - Table of Contents

PART I PRELIMINARY
PART II INCORPORATION OF COMPANIES AND MATTERS INCIDENTAL THERETO
Section 5 Way of forming incorporated company.
Section 6 Requirements in relation to memorandum.
Section 7 Printing stamp and signature of memorandum.
Section 8 Modification of the ultra vires rule.
Section 9 Restriction on alteration of memorandum.
Section 10 Way in which and extent to which objects of company may be altered.
Section 11 Articles prescribing regulations for companies.
Section 12 Regulations required in the case of an unlimited company or company limited by guarantee.
Section 13 Adoption and application of Table A or Tábla A.
Section 13A Adoption and application of Table C.
Section 14 Printing, stamp and signature of articles.
Section 15 Alteration of articles by special resolution.
Section 16 Statutory forms of memorandum and articles.
Section 17 Registration of memorandum and articles.
Section 18 Effect of registration.
Section 19 Conclusiveness of certificate of incorporation.
Section 20 Registration of unlimited company as limited.
Section 21 Prohibition of registration of companies by undesirable names.
Section 22 Registration of business name.
Section 23 Change of name.
Section 24 Power to dispense with "limited" or "teoranta" in name of charitable and other companies.
Section 25 Effect of memorandum and articles.
Section 26 Provisions as to memorandum and articles of company limited by guarantee.
Section 27 Alterations in memorandum or articles increasing liability to contribute to share capital not to bind existing members without consent.
Section 28 Power to alter provisions in memorandum which could have been contained in articles.
Section 29 Copies of memorandum and articles to be given to members.
Section 30 Issued copies of memorandum to embody alterations.
Section 31 Definition of member.
Section 32 Membership of holding company.
Section 33 Meaning of "private company.
Section 34 Consequences of default in complying with conditions constituting a company a private company.
Section 35 Statement in lieu of prospectus to be delivered to registrar by company on ceasing to be a private company.
Section 36 Members severally liable for debts where business carried on with fewer than seven, or in case of private company, two members.
Section 37 Pre-incorporation contracts.
Section 38 Form of contracts.
Section 39 Bills of exchange and promissory notes.
Section 40 Execution of deeds outside the State.
Section 41 Power for company to have official seal for use abroad.
Section 42 Authentication of documents.
PART III SHARE CAPITAL AND DEBENTURES
Section 43 Dating of prospectus.
Section 44 Matters to be stated and reports to be set out in Prospectus.
Section 45 Exclusion of section 44 and relaxation of Third Schedule in case of certain prospectuses.
Section 46 Expert's consent to issue of prospectus containing statement by him.
Section 47 Registration of prospectus.
Section 48 Restriction on alteration of terms mentioned in prospectus or statement in lieu of prospectus.
Section 49 Civil liability for mis-statements in prospectus.
Section 50 Criminal liability mis-statements in prospectus.
Section 51 Document containing offer of shares or debentures for sale to be deemed a prospectus.
Section 52 Interpretation of provisions relating to prospectuses.
Section 53 Minimum subscription and amount payable on application.
Section 54 Prohibition of allotment in certain cases unless statement in lieu of prospectus delivered to registrar.
Section 55 Effect of irregular allotment.
Section 56 Applications for, and allotment of, shares and debentures.
Section 57 Allotment of shares and debentures to be dealt in on stock exchange.
Section 58 Return as to allotments.
Section 59 Power to pay certain commissions, and prohibition of payment of all other commissions and discounts.
Section 60 Giving of financial assistance by a company for the purchase of its shares.
Section 61 Construction of references to offering shares or debentures to the public.
Section 62 Application of premiums received on issue of shares.
Section 63 Power to issue shares at a discount.
Section 64 Power to issue redeemable preference shares.
Section 65 Power to redeem preference shares issued before 5th May, 1959.
Section 66 Power of company to arrange for different amounts being paid on shares.
Section 67 Reserve liability of limited company.
Section 68 Power of company to alter its share capital.
Section 69 Notice to registrar of certain alterations in share capital.
Section 70 Notice of increase of share capital.
Section 71 Power of unlimited company to provide for reserve share capital on re-registration.
Section 72 Power of company to reduce its share capital.
Section 73 Application to court for confirming order, objections by creditors and settlement of list of objecting creditors.
Section 74 Order confirming reduction and powers of court on making such order.
Section 75 Registration of order and minute of reduction.
Section 76 Liability of members in respect of reduced shares.
Section 77 Penalty for concealment of certain matters in proceedings for reduction.
Section 78 Rights of holders of special classes of shares.
Section 79 Nature of shares.
Section 80 Numbering of shares.
Section 81 Transfer not to be registered unless instrument of transfer delivered to the company.
Section 82 Transfer by personal representative.
Section 83 Registration of transfer at request of transferor.
Section 84 Notice of refusal to register transfer.
Section 85 Certification of transfers.
Section 86 Duties of company in relation to the issue of certificates.
Section 87 Evidence of title, probate and letters of administration.
Section 88 Issue and effect of share warrants to bearer.
Section 89 Validation of invalid issue of shares.
Section 90 Penalty of personation of shareholder.
Section 91 Provisions as to register of debenture holders.
Section 92 Rights of inspection of register of debenture holders and to copies of register and trust deed.
Section 93 Liability of trustees for debenture holders.
Section 94 Perpetual debentures.
Section 95 Power to re-issue redeemed debentures.
Section 96 Saving of rights of certain mortgagees in case of re-issued debentures.
Section 97 Specific performance of contracts to subscribe for debentures.
Section 98 Preferential payments when receiver is appointed under floating charge.
PART IV REGISTRATION OF CHARGES
PART V MANAGEMENT AND ADMINISTRATION
Section 113 Registered office of company.
Section 114 Publication of name by company.
Section 115 Restrictions on commencement of business.
Section 116 Register of members.
Section 117 Index of members.
Section 118 Provisions as to entries in register in relation to share warrants.
Section 119 Inspection of register and index.
Section 120 Consequences of failure to comply with requirements as to register owing to agent's default.
Section 121 Power to close register.
Section 122 Rectification of register.
Section 123 Trusts not to be entered on register.
Section 124 Register to be evidence.
Section 125 Annual return.
Section 126 Annual return to be made by company not having a share capital.
Section 127 Annual return date.
Section 128 Documents to be annexed to annual return.
Section 129 Certificates to be sent by private company with annual return.
Section 130 Statutory meeting and statutory report.
Section 131 Annual general meeting.
Section 132 Convening of extraordinary general meeting on requisition.
Section 132A Equal treatment of members.
Section 133 Length of notice for calling meetings.
Section 133A Further provisions on notice.
Section 133B Right to put items on the agenda of the general meeting and to table draft resolutions.
Section 134 General provisions as to meetings and votes.
Section 134A Requirements for participation and voting in general meeting.
Section 134B Participation in general meeting by electronic means.
Section 134C Right to ask questions.
Section 135 Power of court to order a meeting.
Section 136 Proxies.
Section 137 Right to demand a poll.
Section 138 Voting on a poll.
Section 139 Representation of bodies corporate at meetings of companies and of creditors.
Section 140 Annual general meeting to be held in the State.
Section 141 Resolutions.
Section 142 Extended notice.
Section 143 Registration of and obligation of company to supply copies of, certain resolutions and agreements.
Section 144 Resolutions passed at adjourned meetings.
Section 145 Minutes of proceedings of meetings of company and directors.
Section 145A Voting results.
Section 146 Inspection of minute books.
Section 147 Keeping of books of account.
Section 148 Duty to prepare individual accounts.
Section 149 Companies Act individual accounts.
Section 149A IFRS individual accounts.
Section 150 Duty to prepare group accounts.
Section 150A Companies Act group accounts.
Section 150B IFRS group accounts.
Section 150C Consistency of accounts.
Section 151 Form of group accounts.
Section 152 Contents of group accounts.
Section 153 Financial year of holding company and subsidiary.
Section 154 Right of member of private company to get balance sheet of subsidiary.
Section 155 Meaning of "holding company" and "subsidiary".
Section 156 Signing of balance sheet and profit and loss account.
Section 157 Documents to be attached and annexed to balance sheet.
Section 158 Directors' report to be attached to balance sheet and contents of such report.
Section 159 Obligation of company to send copies of balance sheets and directors' and auditors' reports.
Section 160 Appointment and remuneration of auditors.
Section 161 Provisions as to resolutions relating to appointment and removal of auditors.
Section 162 Qualifications for appointment as auditor.
Section 163 Auditors' report and right of access to books and to attend and be heard at general meetings.
Section 164 Construction of references to documents annexed to accounts.
Section 165 Investigation of company's affairs on application of members.
Section 166 Investigation of company's affairs in other cases.
Section 167 Power of inspectors to extend investigation into affairs of related companies.
Section 168 Production of documents, and evidence, on investigation.
Section 169 Inspectors' report.
Section 170 Proceedings on inspectors' report.
Section 171 Expenses of investigation of company's affairs.
Section 172 Inspectors' report to be evidence.
Section 173 Saving for solicitors and bankers.
Section 174 Directors.
Section 175 Secretary.
Section 176 Prohibition of corporate being director.
Section 177 Avoidance of acts done by person in dual capacity as director and secretary.
Section 178 Validity of acts of directors.
Section 179 Restrictions on appointment or advertisement of director.
Section 180 Share qualifications of directors.
Section 181 Appointment of directors to be voted on individually.
Section 182 Removal of directors.
Section 183 Prohibition of undischarged bankrupts acting as directors.
Section 183A Examination as to solvency status.
Section 184 Power of court to restrain certain persons from acting as directors of or managing companies.
Section 185 Prohibition of tax-free payments to directors.
Section 186 Approval of company necessary for payment by it to director for loss of office.
Section 187 Approval of company necessary for payment to director of compensation in connection with transfer of property.
Section 188 Duty of director to disclose to company payments to be made to him in connection with transfer of shares in a company.
Section 189 Provisions supplementary to sections 186, 187 and 188.
Section 190 Register of directors' shareholdings.
Section 191 Particulars of directors' salaries and payments to be given in accounts.
Section 192 Particulars of loans to directors to be given in accounts.
Section 193 General duty to make disclosure for the purposes of sections 190, 191 and 192.
Section 194 Duty of director to disclose his interest in contracts made by the company.
Section 195 Register of directors and secretaries.
Section 196 Particulars relating to directors to be shown on all business letters of the company.
Section 197 Limited company may have directors with unlimited liability.
Section 198 Power of limited company to make liability of directors unlimited.
Section 199 Provisions as to assignment of office by directors.
Section 200 Avoidance of provisions exempting officers and auditors of company from liability.
Section 201 Compromise between company and its members or creditors.
Section 202 Information as to compromises with members and creditors.
Section 203 Provisions to facilitate reconstruction and amalgamation of companies.
Section 204 Power to acquire shares of shareholders dissenting from scheme or contract which has been approved by majority.
Section 205 Remedy in cases of oppression.
Section 205A Restriction of this part.
PART VI WINDING UP
Section 206 Modes of winding up.
Section 207 Liability as contributories of past and present members.
Section 208 Definition of "contributory".
Section 209 Liability of contributory.
Section 210 Contributories in case of death of member.
Section 211 Contributories in case of bankruptcy of member.
Section 212 Jurisdiction to wind up companies.
Section 213 Circumstances in which company may be wound up by the court.
Section 214 Circumstances in which company deemed to be unable to pay its debts.
Section 215 Provisions as to applications for winding up.
Section 216 Powers of court on hearing petition.
Section 217 Power to stay or restrain proceedings against company.
Section 218 Avoidance of dispositions of property and transfer of shares after commencement of winding up.
Section 219 Avoidance of executions against property of company.
Section 220 Commencement of winding up by the court.
Section 221 Copy of order for winding up to be forwarded to registrar.
Section 222 Actions against company stayed on winding-up order.
Section 223 Effect of winding-up order.
Section 224 Statement of company's affair to be filed in court.
Section 225 Appointment of liquidator.
Section 226 Appointment and powers of provisional liquidator.
Section 227 Publication by liquidator of his appointment.
Section 227A Registration of judgments given in insolvency proceedings.
Section 227B Publication in relation to insolvency proceedings.
Section 228 General provisions as to liquidators.
Section 229 Custody of company's property.
Section 230 Vesting of property of company in liquidator.
Section 231 Powers of liquidator.
Section 232 Meetings of creditors and contributories to determine whether committee of inspection should be appointed.
Section 233 Constitution and proceedings of committee of inspection.
Section 234 Power to annul order for winding up or to stay winding up.
Section 235 Settlement of list of contributions and applications of assets.
Section 236 Delivery of property of company to liquidator.
Section 237 Payment of debts due by contributory to the company and extent to which set-off allowed.
Section 238 Power of court to make calls.
Section 239 Payment into bank of moneys due to company.
Section 240 Order on contributory to be conclusive evidence.
Section 241 Power to exclude creditors not proving in time.
Section 242 Adjustment of rights of contributories.
Section 243 Inspection of books by creditors and contributories.
Section 244 Power to order costs of winding up to be paid out of assets.
Section 244A No lien over company's books, records etc.
Section 245 Power of court to summon persons for examination.
Section 245A Order for payment or delivery of property against person examined under section 245 of Principal Act
Section 246 Attendance of officers of company at meetings.
Section 247 Power to arrest absconding contributory.
Section 248 Powers of court cumulative.
Section 249 Dissolution of company.
Section 250 Enforcement of orders made in winding up by courts outside the State.
Section 251 Circumstances in which company may be wound up voluntarily.
Section 252 Publication of resolution to wind up voluntarily.
Section 253 Commencement of voluntary winding up.
Section 254 Effect of voluntary winding up on business and status of company.
Section 255 Avoidance of transfers of shares after commencement of voluntary winding up.
Section 256 Statutory declaration of solvency in case of proposal to wind up voluntarily.
Section 257 Provisions applicable to a members' voluntary winding up.
Section 258 Power of company to appoint and fix remuneration of liquidators.
Section 259 Power to fill vacancy in office of liquidator.
Section 260 Power of liquidator to accept shares as consideration for sale of property of company.
Section 261 Duty of liquidator to call creditors' meeting if he is of opinion that company unable to pay its debts.
Section 262 Duty of liquidator to call general meeting at end of each year.
Section 263 Final meeting and dissolution.
Section 264 Alternative provisions as to annual and final meetings if liquidator is of opinion that company unable to pay its debts.
Section 265 Provisions applicable to a creditors, voluntary winding up.
Section 266 Meeting of creditors.
Section 267 Appointment of liquidator.
Section 267A Confirmation of Creditors' voluntary winding up.
Section 268 Appointment of committee of inspection.
Section 269 Fixing of liquidators' remuneration and cesser of directors' powers.
Section 270 Power to fill vacancy in office of liquidator.
Section 271 Application of section 260 to a creditors' voluntary winding up.
Section 272 Duty of liquidator to call meetings of company and of creditors at end of each year.
Section 273 Final meeting and dissolution.
Section 274 Provisions applicable to every voluntary winding up.
Section 275 Distribution of property of company.
Section 276 Powers and duties of liquidator in voluntary winding up.
Section 276A Consent to appointment as liquidator and notification of appointment.
Section 277 Power of court to appoint and remove liquidator in a voluntary winding up.
Section 278 Notice by liquidator of his appointment.
Section 279 Provisions as to arrangement binding creditors.
Section 280 Power to apply to court to have questions determined or powers exercised.
Section 281 Cost of voluntary winding up.
Section 282 Saving for rights of creditors and contributories.
Section 282A Inspection of books in voluntary winding-up.
Section 282B Power of court to summon persons for examination in voluntary winding-up.
Section 282C Order for payment or delivery of property against person examined under section 282B.
Section 282D Power to arrest absconding contributory or officer of company in voluntary winding-up.
Section 283 Debts which may be proved.
Section 284 Application of bankruptcy rules in winding up of insolvent companies.
Section 285 Preferential payments in a winding up.
Section 286 Fraudulent preference.
Section 287 Liabilities and rights of certain persons who have been fraudulently preferred.
Section 288 Circumstances in which floating charge is invalid.
Section 289 Other circumstances in which floating charge is invalid.
Section 290 Disclaimer of onerous property in case of company being wound up.
Section 291 Restriction of rights of creditor as to execution or attachment in case of company being wound up.
Section 292 Duties of sheriff as to goods taken in execution.
Section 293 Offences by officers of companies in liquidation.
Section 294 Alteration or falsification of books.
Section 295 Frauds by officers of companies which have gone into liquidation.
Section 296 Liability where proper books of account not kept.
Section 297 Responsibility of persons concerned for fraudulent trading of company.
Section 297A Civil liability of persons concerned for fraudulent or reckless trading of company.
Section 298 Power of court to assess damages against directors.
Section 299 Prosecution of criminal offences committed by officers and members of company.
Section 300 Disqualification for appointment as liquidator.
Section 300A Disqualification for appointment as liquidator.
Section 301 Corrupt inducement affecting appointment as liquidator.
Section 301A Disclosure of interest by creditors etc at creditors' meeting.
Section 302 Enforcement of duty of liquidator to make returns.
Section 303 Notification that a company is in liquidation.
Section 304 Books of company to be evidence.
Section 305 Disposal of books and papers of company in winding up.
Section 306 Information about progress of liquidation.
Section 307 Unclaimed dividends and balances to be paid into Companies Liquidation Account.
Section 308 Resolutions passed at adjourned meetings of creditors and contributories.
Section 309 Meetings to ascertain wishes of creditors and contributories.
Section 310 Power of court to declare dissolution of company void.
Section 311 Power of registrar to strike defunct company off register.
Section 311A Restoration to register of company struck off.
Section 312 Rules of Court for winding up.
Section 313 Disposal of documents filed with registrar.
Section 313A Provision of certain documents to liquidator or examiner.
PART VII RECEIVERS
PART VIII APPLICATION OF ACT TO COMPANIES FORMED OR REGISTERED UNDER FORMER ACTS
PART IX COMPANIES NOT FORMED UNDER THIS ACT AUTHORISATION REGISTER UNDER THIS ACT
PART X WINDING UP OF UNREGISTERED COMPANIES
PART XI COMPANIES INCORPORATED OUTSIDE THE STATE ESTABLISHING A PLACE OR BUSINESS WITHIN THE STATE
PART XII RESTRICTIONS ON SALE OF SHARES AND OFFERS OF SHARES FOR SALE
PART XIII GENERAL PROVISIONS AS TO REGISTRATION
PART XIV MISCELLANEOUS PROVISIONS RELATING TO BANKING COMPANIES, PARTNERSHIP AND UNREGISTERED COMPANIES
PART XV GENERAL
SCHEDULES