466. Common draft terms of merger | Companies Act 2014 (No. 38) | Better Regulation

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Companies Act 2014 (No. 38)Introductory Text Acts Referred to Part 1 Preliminary and General (ss. 1-14)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 12A. Extension of interim period 13. Authentication of certain official documents 14. Expenses Part 2 Incorporation and Registration (ss. 15-63)Chapter 1 Preliminary (ss. 15-16)15. Definitions (Part 2)16. Extension of transition period in the event of difficulties Chapter 2 Incorporation and consequential matters (ss. 17-37)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 (ss. 38-41)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 (ss. 42-48)42. Form of contracts 43. The common seal 43A.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 (ss. 49-53)49. Publication of name by company 50. Registered office of company 50A. Registrar may request evidence of situation of registered office 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 (ss. 54-63)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 (ss. 64-126)Chapter 1 Preliminary and interpretation (ss. 64-67)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 (s. 68)68. Limitation on offers of securities to the public Chapter 3 Allotment of shares (ss. 69-82)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 (ss. 83-93)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 (ss. 94-101)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 5A Dematerialisation of applicable securities (ss. 101A-101F)101A. Interpretation and application 101B. Abolition of certificates in respect of applicable securities 101C. Transfer of applicable securities of company 101D. Disapplication of certain provisions to applicable securities 101E. Disapplication of requirement for certificate in respect of applicable securities 101F. Representation of applicable securities Chapter 6 Acquisition of own shares (ss. 102-116)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 (ss. 117-126)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 (ss. 127-218)Chapter 1 Preliminary (s. 127)127. Access to documents during business hours Chapter 2 Directors and secretaries (ss. 128-153)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 (ss. 154-156)154. Copies of directors' service contracts 155. Remuneration of directors 156. Prohibition of tax-free payments to directors Chapter 4 Proceedings of directors (ss. 157-167)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. Signing, drawing, etc., of negotiable instruments and receipts 165. Alternate directors 166. Minutes of proceedings of directors 167. Audit committees Chapter 5 Members (ss. 168-174)168. Definition of member 169. Register of members 170. Trusts not to be entered on register of members 171. Register to be evidence 172. Consequences of failure to comply with requirements as to register owing to agent's default 173. Rectification of register 174. Power to close register Chapter 6 General meetings and resolutions (ss. 174A-199)174A. General meetings during interim period 175. Annual general meeting 176. The location and means for holding general meetings 176A. Participation in general meetings by use of electronic communications technology 177. Extraordinary general meetings 178. Convening of extraordinary general meetings by members 179. Power of court to convene meeting 180. Persons entitled to notice of general meetings 181. Notice of general meetings 181A. Notice of rescheduled general meeting during interim period 182. Quorum 183. Proxies 184. Form of proxy 185. Representation of bodies corporate at meetings of companies 186. The business of the annual general meeting 186A. Withdrawal or amendment of dividend resolutions 187. Proceedings at meetings 188. Votes of members 189. Right to demand a poll 190. Voting on a poll 191. Resolutions - ordinary resolutions, special resolutions, etc., - meaning 192. Resolutions passed at adjourned meetings 193. Unanimous written resolutions 194. Majority written resolutions 195. Supplemental provisions in relation to section 194 195A. Voting on resolutions at general meeting during interim period 196. Single-member companies - absence of need to hold general meetings, etc.197. Application of this Part to class meetings 198. Registration of, and obligation of company to supply copies of, certain resolutions and agreements 199. Minutes of proceedings of meetings of a company Chapter 7 Summary Approval Procedure (ss. 200-211)200. Interpretation (Chapter 7)201. Chapter 7 - what it does 202. Summary Approval Procedure 203. Declaration to be made in the case of financial assistance for acquisition of shares or transaction with directors 204. Declaration to be made in the case of a reduction in company capital or variation of company capital on reorganisation 205. Declaration to be made in the case of treatment of pre-acquisition profits or losses in a manner otherwise prohibited by section 118(1)206. Declaration to be made in the case of merger of company 207. Declaration to be made in the case of members' winding up of solvent company 208. Condition to be satisfied common to declarations referred to in section 204, 205 or 207 209. Condition to be satisfied in relation to declaration referred to in section 206 210. Civil sanctions where opinion as to solvency stated in declaration without reasonable grounds 211. Moratorium on certain restricted activities being carried on and applications to court to cancel special resolution Chapter 8 Protection for minorities (s. 212)212. Remedy in case of oppression Chapter 9 Form of registers, indices and minute books (ss. 213-214)213. Form of registers, minutes, etc.214. Use of computers, etc., for certain company records Chapter 10 Inspection of registers, provision of copies of information in them and service of notices (ss. 215-218)215. Definitions for purposes of section 216 concerning registers, etc. and construction of reference to company keeping registers, etc.216. Where registers and other documents to be kept, right to inspect them, etc.217. Supplemental provisions in relation to section 216 - "relevant fee", power to alter the amount of it, offences, etc.218. Service of notices on members Part 5 Duties of directors and other officers (ss. 219-271A)Chapter 1 Preliminary and definitions (ss. 219-222)219. Interpretation and application (Part 5)220. Connected persons 221. Shadow directors 222. De facto director Chapter 2 General duties of directors and secretaries and liabilities of them and other officers (ss. 223-235)223. Duty of each director 224. Directors to have regard to interests of employees 224A. Directors to have regard to certain matters where company is, or is likely to be, unable to pay its debts 225. Directors' compliance statement and related statement 226. Duties of secretary 227. Fiduciary duties of directors - provisions introductory to section 228 228. Statement of principal fiduciary duties of directors 229. Other interests of directors 230. Power of director to act in a professional capacity for company 231. Duty of director to disclose his or her interest in contracts made by company 232. Breaches of certain duties: liability to account and indemnify 233. Power of court to grant relief to officers of company 234. Anticipated claim: similar power of relief as under section 233 235. Any provision exempting officers of company from liability void (subject to exceptions)Chapter 3 Evidential provisions with respect to loans, other transactions, etc., between company and directors (ss. 236-237)236. Loans, etc., by company to directors: evidential provisions 237. Loans, etc., by directors or connected persons to company or holding company: evidential provisions Chapter 4 Substantive prohibitions or restrictions on loans to directors and other particular transactions involving conflict of interest (ss. 238-255)238. Substantial transactions in respect of non-cash assets and involving directors, etc.239. Prohibition of loans, etc., to directors and connected persons 240. Arrangements of certain value 241. Reduction in amount of company's relevant assets 242. Availability of Summary Approval Procedure to permit loans, etc.243. Intra-group transactions 244. Directors' expenses 245. Business transactions 246. Transaction or arrangement in breach of section 239 voidable at instance of company 247. Personal liability for company debts in certain cases 248. Offence for contravention of section 239 249. Contracts of employment of directors - control by members over guaranteed periods of employment 250. Anti-avoidance provision - section 249 251. Approval of company necessary for payment by it to director or directors' dependants for loss of office 252. Approval of company necessary for payment to director of compensation in connection with transfer of property 253. Duty of director to disclose to company payments to be made to him or her in connection with transfer of shares in company 254. "Existing legal obligation" - definition and other provisions in relation to sections 251 to 253 255. Contracts with sole members Chapter 5 Disclosure of interests in shares and debentures (ss. 256-269)256. Interpretation generally (Chapter 5)257. "Disclosable interest" - meaning of that term 258. Circumstances in which person is to be regarded as having disclosable interest in shares or debentures 259. Circumstances in which person shall be regarded as having ceased to have disclosable interest 260. Interests that are not disclosable interests for the purposes of this Chapter 261. Duty to notify disclosable interests - first of the 5 cases in which duty arises - interests held at commencement of Chapter 262. Second and third cases in which duty to notify arises - interests acquired or ceasing to be held 263. Fourth and fifth cases in which duty to notify arises - grant or assignment of subscription rights, etc.264. Application of sections 261 to 263 and exceptions to them 265. Mode of notification by directors and secretaries under this Chapter 266. Enforcement of notification obligation 267. Register of interests: contents and entries 268. Supplemental provisions in relation to section 267 269. Register of interests: removal of entries from it Chapter 6 Responsibilities of officers of company - provisions explaining what being "in default" means and presumption regarding that matter (ss. 270-271)270. Meaning of "in default" in context of sanctions specified in respect of officers (whether directors or secretaries or not)271. Presumption that default permitted and certain defence Chapter 7 Early warning tools (s. 271A)271A.Part 6 Financial statements, annual return and audit (ss. 272-407)Chapter 1 Preliminary (ss. 272-280)272. What this Part contains and use of prefixes - "Companies Act" and "IFRS"273. Overall limitation on discretions with respect to length of financial year and annual return date 274. Interpretation (Part 6): provisions relating to financial statements 275. Interpretation (Part 6): other definitions and construction provisions 276. Construction of references to realised profits 277. Construction of references to exemption 277A. Certain companies may apply provisions of Act to certain earlier financial years 278. Accounting standards generally - power of Minister to specify 279. US accounting standards may, in limited cases, be availed of for particular transitional period 280. Regulations may permit use of other internationally recognised accounting standards for a particular transitional period Chapter 1A Qualification of company based on size of company (ss. 280A-280I)280A. Qualification of company as small company: general 280B. Qualification of company as small company: holding company 280C. Small companies regime 280D. Qualification of company as micro company 280E. Micro companies regime 280F. Qualification of company as medium company: general 280G. Qualification of company as medium company: holding company 280H. Qualification of company as large company 280I. Treatment of qualifying conditions in respect of certain financial years Chapter 2 Accounting records (ss. 281-286)281. Obligation to keep adequate accounting records 282. Basic requirements for accounting records 283. Where accounting records are to be kept 284. Access to accounting records 285. Retention of accounting records 286. Accounting records: offences Chapter 3 Financial year (ss. 287-288)287. Financial year end date 288. Financial year Chapter 4 Statutory financial statements (ss. 289-296)289. Statutory financial statements to give true and fair view 290. Obligation to prepare entity financial statements under relevant financial reporting framework 291. Companies Act entity financial statements 292. IFRS entity financial statements 293. Obligation to prepare group financial statements under relevant financial reporting framework 294. Companies Act group financial statements 295. IFRS group financial statements 296. Consistency of financial statements Chapter 5 Group financial statements: exemptions and exclusions (ss. 297-304)297. Exemption from consolidation: size of group 298. Application of section 297 in certain circumstances and cessation of exemption 299. Exemption from consolidation: holding company that is subsidiary undertaking of undertaking registered in EEA 300. Exemption from consolidation: holding company that is subsidiary undertaking of undertaking registered outside EEA 301. Exemption from consolidation: holding company with all of its subsidiary undertakings excluded from consolidation 302. Exemption from consolidation where IFRS so permits 303. Subsidiary undertakings included in the group financial statements 304. Treatment of entity profit and loss account where group financial statements prepared Chapter 6 Disclosure of directors' remuneration and transactions (ss. 305-313)305. Disclosure of directors' remuneration 305A. Payments to third parties for services of directors 306. Supplemental provisions in relation to section 305 307. Obligation to disclose information about directors' benefits: loans, quasi-loans, credit transactions and guarantees 308. Supplemental provisions in relation to section 307 (including certain exemptions from its terms)309. Other arrangements and transactions in which the directors, etc., have material interest 310. Credit Institutions: exceptions to disclosure by holding company under sections 307 to 309 in the case of connected persons and certain officers 311. Credit Institutions: disclosures by holding company of aggregate amounts in respect of connected persons 312. Credit Institutions: requirement for register, etc., in the case of holding company as respects certain information 313. Requirements of banking law not prejudiced by sections 307 to 312 and minimum monetary threshold for section 312 Chapter 7 Disclosure required in notes to financial statements of other matters (ss. 314-323)314. Information on related undertakings 315. Information on related undertakings: exemption from disclosures 316. Information on related undertakings: provision for certain information to be annexed to annual return 317. Disclosures of particulars of staff 318. Details of authorised share capital, allotted share capital and movements 319. Financial assistance for purchase of own shares 320. Holding of own shares or shares in holding undertaking 321. Disclosure of accounting policies 322. Disclosure of remuneration for audit, audit-related and non-audit work 323. Information on arrangements not included in balance sheet Chapter 8 Approval of statutory financial statements (s. 324)324. Approval and signing of statutory financial statements by board of directors Chapter 9 Directors' report (ss. 325-332)325. Obligation to prepare directors' report for every financial year 326. Directors' report: general matters 327. Directors' report: business review 328. Directors' report: acquisition or disposal of own shares 329. Directors' report: interests in shares and debentures 330. Directors' report: statement on relevant audit information 331. Directors' report: copy to be included of any notice issued under certain banking legislation 332. Approval and signing of directors' report Chapter 10 Obligation to have statutory financial statements audited (ss. 333-335)333. Statutory financial statements must be audited (unless audit exemption availed of)334. Right of members to require audit despite audit exemption otherwise being available 335. Statement to be included in balance sheet if audit exemption availed of Chapter 11 Statutory auditors' report (ss. 336-337)336. Statutory auditors' report on statutory financial statements 337. Signature of statutory auditor's report Chapter 12 Publication of financial statements (ss. 338-341)338. Circulation of statutory financial statements 339. Right to demand copies of financial statements and reports 340. Requirements in relation to publication of financial statements 341. Financial statements and reports to be laid before company in general meeting Chapter 13 Annual return and documents annexed to it (ss. 342-349)342. Annual return 343. Obligation to make annual return 344. Special provision for annual return delivered in a particular form 345. Annual return date 346. Alteration of annual return date 347. Documents to be annexed to annual return: all cases 348. Documents to be annexed to annual returns: certain cases 349. First annual return: exception from requirement to annex statutory financial statements Chapter 14 Exclusions, exemptions and special arrangements with regard to public disclosure of financial information (ss. 350-357)350. Qualification of company as small or medium company 351. Exemptions in respect of directors' report in the case of small and medium companies 352. Exemption from filing certain information for small and medium companies 353. Abridged financial statements for a small company 354. Abridged financial statements for a medium company 355. Approval and signing of abridged financial statements 356. Special report of the statutory auditors on abridged financial statements 357. Subsidiary undertakings exempted from annexing their statutory financial statements to annual return Chapter 15 Audit exemption (ss. 358-364)358. Main conditions for audit exemption - non-group situation 359. Main conditions for audit exemption - group situation 360. Audit exemption 361. Audit exemption not available where notice under section 334 served 362. Audit exemption not available where company or subsidiary undertaking falls within a certain category 363. Audit exemption (non-group situation) not available in certain cases 364. Audit exemption (group situation) not available in certain cases Chapter 16 Special audit exemption for dormant companies (s. 365)365. Dormant company audit exemption Chapter 17 Revision of defective statutory financial statements (ss. 366-379)366. Voluntary revision of defective statutory financial statements 367. Content of revised financial statements or revised report 368. Approval and signature of revised financial statements 369. Approval and signature of revised directors' report 370. Statutory auditors' report on revised financial statements and revised report 371. Cases where company has availed itself of audit exemption 372. Statutory auditors' report on revised directors' report alone 373. Effect of revision 374. Publication of revised financial statements and reports 375. Laying of revised financial statements or a revised report 376. Delivery of revised financial statements or a revised report 377. Small and medium companies 378. Application of this Chapter in cases where audit exemption available, etc.379. Modifications of Act Chapter 18 Appointment of statutory auditors (ss. 380-385)380. Statutory auditors - general provisions (including as to the interpretation of provisions providing for auditors' term of office)381. Remuneration of statutory auditors 382. Appointment of statutory auditors - first such appointments and powers of members vis a vis directors 383. Subsequent appointments of statutory auditors (including provision for automatic reappointment of auditors at annual general meetings)384. Appointment of statutory auditors by directors in other cases, etc.385. Appointment of statutory auditors: failure to appoint Chapter 19 Rights, obligations and duties of statutory auditors (ss. 386-393)386. Right of access to accounting records 387. Right to information and explanations concerning company 388. Right to information and explanations concerning subsidiary undertakings 389. Offence to make false statements to statutory auditors 390. Obligation to act with professional integrity 391. Statutory auditors' report on statutory financial statements 392. Report to Registrar and to Director: accounting records 393. Report to Registrar and Director: category 1 and 2 offences Chapter 20 Removal and resignation of statutory auditors (ss. 394-402)394. Removal of statutory auditors: general meeting 395. Restrictions on removal of statutory auditor 396. Extended notice requirement in cases of certain appointments, removals, etc., of auditors 397. Right of statutory auditors to make representations where their removal or non-reappointment proposed 398. Statutory auditors removed from office: their rights to get notice of, attend and be heard at general meeting 399. Removal of statutory auditors: statement from statutory auditors where audit exemption availed of by company 400. Resignation of statutory auditors: general 401. Resignation of statutory auditor: requisition of general meeting 402. Resignation of statutory auditors: right to get notice of, attend, and be heard at general meeting Chapter 21 Notification to Supervisory Authority of certain matters and auditors acting while subject to disqualification order (ss. 403-405)403. Duty of auditor to notify Supervisory Authority regarding cessation of office 404. Duty of company to notify Supervisory Authority of auditor's cessation of office 405. Prohibition on acting in relation to audit while disqualification order in force Chapter 22 False statements - offence (s. 406)406. False statements in returns, financial statements, etc.Chapter 23 Transitional (s. 407)407. Transitional provision - companies accounting by reference to Sixth Schedule to Act of 1963 Part 7 Charges and debentures (ss. 408-427)Chapter 1 Interpretation (s. 408)408. Definitions (Part 7)Chapter 2 Registration of charges and priority (ss. 409-421)409. Registration of charges created by companies 410. Duty of company with respect to registration under section 409 and right of others to effect registration 411. Duty of company to register charges existing on property acquired 412. Priority of charges 413. Registration and priority of judgment mortgages 414. Register of charges 415. Certificate of registration 416. Entries of satisfaction and release of property from charge 417. Extension of time for registration of charges and rectification of register 418. Copies of instruments creating charges to be kept 419. Registration of charges created prior to commencement of this Part 420. Transitional provisions in relation to priorities of charges 421. Netting of Financial Contracts Act 1995 not to affect registration requirements Chapter 3 Provisions as to debentures (ss. 422-426)422. Liability of trustees for debenture holders 423. Perpetual debentures 424. Power to re-issue redeemed debentures 425. Saving of rights of certain mortgagees in case of re-issued debentures 426. Specific performance of contracts to subscribe for debentures Chapter 4 Prohibition on registration of certain matters affecting shareholders or debentureholders (s. 427)427. Registration against company of certain matters prohibited Part 8 Receivers (ss. 428-448)Chapter 1 Interpretation (s. 428)428. Appointment of receiver under powers contained in instrument: construction of such reference Chapter 2 Appointment of receivers (ss. 429-436)429. Notification that receiver has been appointed 430. Information to be given when receiver is appointed in certain circumstance 431. Contents of statement to be submitted to receiver 432. Consequences of contravention of section 430(1)(b) or 431 433. Disqualification for appointment as receiver 434. Resignation of receiver 435. Removal of receiver 436. Notice to Registrar of appointment of receiver, and of receiver ceasing to act Chapter 3 Powers and duties of receivers (ss. 437-441)437. Powers of receiver 438. Power of receiver and certain others to apply to court for directions and receiver's liability on contracts 439. Duty of receiver selling property to get best price reasonably obtainable, etc.440. Preferential payments when receiver is appointed under floating charge 441. Delivery to Registrar of accounts of receivers Chapter 4 Regulation of receivers and enforcement of their duties (ss. 442-448)442. Enforcement of duty of receivers to make returns 443. Power of court to order the return of assets improperly transferred 443A. Remuneration of receivers 444. Power of court to fix remuneration of receiver 445. Court may end or limit receivership on application of liquidator 446. Director of Corporate Enforcement may request production of receiver's books 447. Prosecution of offences committed by officers and members of company 448. Reporting to Director of Corporate Enforcement of misconduct by receivers Part 9 Reorganisations, acquisitions, mergers and divisions (ss. 449-507)Chapter 1 Schemes of arrangement (ss. 449-455)449. Interpretation (Chapter 1)450. Scheme meetings - convening of such by directors and court's power to summon such meetings 451. Court's power to stay proceedings or restrain further proceedings 452. Information as to compromises or arrangements with members and creditors 453. Circumstances in which compromise or arrangement becomes binding on creditors or members concerned 454. Supplemental provisions in relation to section 453 455. Provisions to facilitate reconstruction and amalgamation of companies Chapter 2 Acquisitions (ss. 456-460)456. Interpretation (Chapter 2)457. Right to buy out shareholders dissenting from scheme or contract approved by majority and right of such shareholders to be bought out 458. Additional requirement to be satisfied, in certain cases, for right to buy out to apply 459. Supplementary provisions in relation to sections 457 and 458 (including provision for applications to court)460. Construction of certain references in Chapter to beneficial ownership, application of Chapter to classes of shares, etc.Chapter 3 Mergers (ss. 461-484)461. Interpretation (Chapter 3)462. Requirements for Chapter to apply 463. Mergers to which Chapter applies - definitions and supplementary provision 464. Merger may not be put into effect save in accordance with the relevant provisions of this Act 465. Chapters 1 and 3: mutually exclusive modes of proceeding to achieve merger 466. Common draft terms of merger 467. Directors' explanatory report 468. Expert's report 469. Merger financial statement 470. Registration and publication of documents 471. Inspection of documents 472. Non-application of subsequent provisions of Chapter where Summary Approval Procedure employed and effect of resolution referred to in section 202(1)(a)(ii)473. General meetings of merging companies 474. Electronic means of making certain information available for purposes of section 473 475. Meetings of classes of shareholders 476. Purchase of minority shares 477. Application for confirmation of merger by court 478. Protection of creditors 479. Preservation of rights of holders of securities 480. Confirmation order 481. Certain provisions not to apply where court so orders 482. Registration and publication of confirmation of merger 483. Civil liability of directors and experts 484. Criminal liability for untrue statements in merger documents Chapter 4 Divisions (ss. 485-507)485. Interpretation (Chapter 4)486. Requirements for Chapter to apply 487. Divisions to which this Chapter applies - definitions and supplementary provisions 488. Division may not be put into effect save under and in accordance with this Chapter 489. Chapters 1 and 4: mutually exclusive modes of proceeding to achieve division 490. Common draft terms of division 491. Directors' explanatory report 492. Expert's report 493. Division financial statement 494. Registration and publication of documents 495. Inspection of documents 496. General meetings of companies involved in a division 497. Electronic means of making certain information available for purposes of section 496 498. Meetings of classes of shareholder 499. Purchase of minority shares 500. Application for confirmation of division by court 501. Protection of creditors and allocation of liabilities 502. Preservation of rights of holders of securities 503. Confirmation order 504. Certain provisions not to apply where court so orders 505. Registration and publication of confirmation of division 506. Civil liability of directors and experts 507. Criminal liability for untrue statements in division documents Part 10 Examinerships (ss. 508-558)Chapter 1 Interpretation (s. 508)508. Interpretation (Part 10)Chapter 2 Appointment of examiner (ss. 509-523)509. Power of court to appoint examiner 510. Petition for court 511. Independent expert's report 512. Supplemental provisions in relation to sections 510 and 511 - other matters to be mentioned in petition, hearing of petition, etc.513. Cases in which independent expert's report not available at required time: powers of court 514. Certain liabilities may not be certified under section 529(2)515. Creditors to be heard 516. Availability of independent expert's report 517. Related companies 518. Duty to act in utmost good faith 519. Qualification of examiners 520. Effect of petition to appoint examiner on creditors and others 520A. Restrictions on certain contracts during examinership 521. Restriction on payment of pre-petition debts 522. Effect on receiver or provisional liquidator of order appointing examiner 523. Disapplication of section 440 to receivers in certain circumstances Chapter 3 Powers of examiner (ss. 524-544)524. Powers of an examiner 525. Repudiation by examiner of contracts made before period of protection and of negative pledge clauses whenever made: prohibitions and restrictions 526. Production of documents and evidence 527. No lien over company's books, records, etc.528. Further powers of court 529. Incurring of certain liabilities by examiner 530. Power to deal with charged property, etc.531. Notification of appointment of examiner 532. General provisions as to examiners - resignation, filling of vacancy, etc.533. Hearing regarding irregularities 534. Report by examiner 535. Procedure where examiner unable to secure agreement or formulate proposals for compromise or scheme of arrangement 536. Content of examiner's report 537. Repudiation of certain contracts 538. Appointment of creditors' committee 539. Proposals for compromise or scheme of arrangement 540. Consideration by members and creditors of proposals 541. Confirmation of proposals 542. Supplemental provisions in relation to section 541 543. Objection to confirmation by court of proposals 544. Provisions with respect to leases Chapter 4 Liability of third parties for debts of a company in examination (ss. 545-551)545. What this Chapter contains 546. Definitions (Chapter 4)547. Circumstances in relation to which subsequent provisions of this Chapter have effect 548. General rule: liability of third person not affected by compromise or scheme of arrangement 549. Enforcement by creditor of liability: restrictions in that regard unless certain procedure employed to the benefit of third person 550. Payment by third person to creditor post period of protection - statutory subrogation in favour of third person in certain circumstances 551. Saving for cases falling within section 520(4)(f) and cases where third person discharged or released from liability Chapter 5 Conclusion of examinership (ss. 552-558)552. Cessation of protection of company and termination of appointment of examiner 553. Revocation 554. Costs and remuneration of examiners 555. Publicity 556. Hearing of proceedings otherwise than in public 557. Power of court to order the return of assets which have been improperly transferred 558. Reporting to Director of Corporate Enforcement of misconduct by examiners Part 10A Rescue process for small and micro companies (ss. 558A-558ZAJ)Chapter 1 Interpretation (s. 558A)558A. Interpretation (Part 10A)Chapter 2 Introductory (s. 558B-558D)558B. Requirements where eligible company wishes to avail of rescue plan 558C. Process adviser to determine whether eligible company has reasonable prospect of survival 558D. Process adviser to prepare report Chapter 3 Appointment of process adviser (ss. 558E-558P)558E. Resolution to appoint process adviser 558F. Process adviser’s duty to keep determination under section 558C under review 558G. Duties of directors of eligible company in relation to process adviser 558H. Process adviser’s duty to determine relevant court 558I. Process adviser’s duty to seek provision of email addresses 558J. Process adviser to give notice of appointment 558K. Process adviser to give notice to employees, creditors, etc.558L. Notice to creditor where eligible company has excludable debt 558M. Relevant court’s powers where receiver or provisional liquidator previously appointed 558N. Relevant court’s power to stay proceedings or restrain further proceedings 558O. Requirements following giving of notice to creditor under section 558K 558P. Repudiation, affirmation and variation of certain contracts Chapter 4 Rescue plan (ss. 558Q-558S)558Q. Process adviser’s duty to prepare rescue plan 558R. Further provision with respect to leases 558S. Procedure where process adviser unable to prepare rescue plan Chapter 5 Consideration of rescue plan (ss. 558T-558ZA)558T. Process adviser’s duty to call meeting of members and creditors 558U. Notice of meeting under section 558T 558V. Proceedings at meeting under section 558T 558W. Proxies 558X. Supplemental provisions in relation to section 558W 558Y. Consideration by members and creditors of rescue plan 558Z. Notification of approval of rescue plan 558ZA. Process adviser’s report Chapter 6 Objections to rescue plan (ss. 558ZB-558ZE)558ZB. Confirmation of rescue plan 558ZC. Objection to rescue plan 558ZD. Court hearing in case of objection 558ZE. Supplemental provisions in relation to section 558ZD and section 558ZZ Chapter 7 Liability of third parties for debts of company (ss. 558ZF-558ZJ)558ZF. Definitions (Chapter 7) and savings 558ZG. Circumstances in relation to which subsequent provisions of Chapter have effect 558ZH. General rule: liability of third person not affected by rescue plan 558ZI. Enforcement by creditor of liability: restrictions in that regard unless certain procedure employed to benefit of third person 558ZJ. Payment by third person to creditor post rescue period - statutory subrogation in favour of third person in certain circumstances Chapter 8 Conclusion of rescue process (558ZK-558ZO)558ZK.Conclusion of rescue period and termination of appointment of process adviser 558ZL. Power of relevant court to revoke rescue plan where fraud 558ZM. Power of relevant court to order the return of assets improperly transferred 558ZN. Director’s power to examine books and records 558ZO. Reporting to Director of Corporate Enforcement of misconduct by process advisers Chapter 9 Enforcement (ss. 558ZP-558ZR)558ZP. Offence of acting as process adviser when unqualified 558ZQ. Offence where director fails to disclose information or misleads process adviser 558ZR. Prosecution of officers and members of company Chapter 10 Powers of process adviser (ss. 558ZS-558ZX)558ZS. Powers of process adviser 558ZT. Production of documents and evidence 558ZU. No lien over eligible company’s books, records, etc.558ZV. Power to deal with charged property etc.558ZW. Resignation of process adviser 558ZX. General provisions as to process advisers - resignation, filling of vacancy, etc.Chapter 11 Process adviser: remuneration, costs and expenses (ss. 558ZY-558ZAB)558ZY. Process adviser: remuneration, costs and expenses 558ZZ. Application to relevant court for review of remuneration etc. of process adviser 558ZAA. Incurring of certain liabilities by process adviser 558ZAB. Priority Chapter 12 General (ss. 558ZAC-558ZAJ)558ZAC. Effect on certain sections where application to relevant court 558ZAD. Power to apply to relevant court for determination of questions or concerning exercise of powers 558ZAE. Hearing of proceedings other than in public 558ZAF. High Court’s power to remit proceedings to Circuit Court 558ZAG. Representation of bodies corporate at meetings held under this Part 558ZAH. Retention of records 558ZAI. Service of notices 558ZAJ. Regulations to remove difficulties Part 11 Winding up (ss. 559-724)Chapter 1 Preliminary and interpretation (ss. 559-567)559. Interpretation (Part 11)560. Restriction of this Part 561. Modes of winding up - general statement as to position under Act 562. Types of voluntary winding up - general statement as to position under Act 563. Provisions apply to either mode of winding up unless the contrary appears 564. Jurisdiction to wind up companies and rules of court 565. Powers of court cumulative 566. Court may have regard to wishes of creditors or contributories 567. Application of certain provisions to companies not in liquidation Chapter 2 Winding up by court (ss. 568-577)568. Application of Chapter 569. Circumstances in which company may be wound up by the court 570. Circumstances in which company deemed to be unable to pay its debts 571. Provisions as to applications for winding up 572. Powers of court on hearing petition 573. Appointment of provisional liquidator 574. Power to stay or restrain proceedings against company 575. Appointment of liquidator by the court 576. Effect of winding-up order 577. Saving for rights of creditors and contributories Chapter 3 Members' voluntary winding up (ss. 578-584)578. Application of Chapter 579. Procedure for and commencement of members' voluntary winding up 580. Companies of fixed duration, etc.: alternative means of commencing members' voluntary winding up 581. Publication of resolution to wind up voluntarily 582. Protections and remedies for creditors in cases where declaration of solvency made 583. Power of company to appoint liquidators 584. Duty of liquidator to call creditors' meeting if of opinion that company unable to pay its debts Chapter 4 Creditors' voluntary winding up (ss. 585-588)585. Application of Chapter 586. Resolution for and commencement of creditors' voluntary winding up 587. Meeting of creditors 588. Appointment of liquidator Chapter 5 Conduct of winding up (ss. 589-595)589. Commencement of court ordered winding up 590. Commencement of voluntary winding up 591. Copy of order for winding up or appointment to be forwarded to Registrar 592. Notice by voluntary liquidator of his or her appointment 593. Statement of company's affairs 594. Supplemental provisions in relation to section 593 595. Notification that a company is in liquidation, etc.Chapter 6 Realisation of assets and related matters (ss. 596-616)596. Custody of company's property 597. Circumstances in which floating charge is invalid 598. Other circumstances in which floating charge is invalid 598A. Validity of floating charge in certain circumstances 599. Related company may be required to contribute to debts of company being wound up 600. Pooling of assets of related companies 601. Power of liquidator to accept shares as consideration for sale of property of company 602. Voidance of dispositions of property, etc. after commencement of winding up 603. Voidance of executions against property of company 604. Unfair preference: effect of winding up on antecedent and other transactions 605. Liabilities and rights of persons who have been unfairly preferred 606. Restriction of rights of creditor as to execution or attachment in case of company being wound up 607. Duties of sheriff as to goods taken in execution 608. Power of the court to order return of assets which have been improperly transferred 609. Personal liability of officers of company where adequate accounting records not kept 610. Civil liability for fraudulent or reckless trading of company 611. Supplemental provisions in relation to section 610 612. Power of court to assess damages against certain persons 613. Directors of holding company: power of court to assess damages against them 614. Vesting of property of company in liquidator 615. Disclaimer of onerous property in case of company being wound up 616. Rescission of certain contracts and provisions supplemental to section 615 Chapter 7 Distribution (ss. 617-623)617. Costs, etc. in winding up 618. Distribution of property of company 619. Application of bankruptcy rules in winding up of insolvent companies 620. Debts which may be proved 621. Preferential payments in a winding up 622. Supplemental provisions in relation to section 621 623. Unclaimed dividends and balances to be paid into a particular account Chapter 8 Liquidators (ss. 624-653)624. Duty of liquidator to administer, distribute, etc., property of company 625. How liquidator is to be described and validity of acts 626. Powers of provisional liquidators 627. Liquidator's powers 628. Summoning general meetings of the company, etc.629. Notice to be given with respect to exercise of powers, restrictions on self-dealing, etc.630. Restrictions in creditors' voluntary winding up and procedures in case of certain defaults 631. Power to apply to court for determination of questions or concerning exercise of powers 632. No lien over company's books, records, etc.633. Qualifications for appointment as liquidator or provisional liquidator - general 634. Supplemental provisions in relation to section 633 (including requirements for professional indemnity cover)635. Specific disqualification from appointment as liquidator or provisional liquidator 636. Appointment and removal in a members' voluntary winding up 637. Appointment and removal in a creditors' voluntary winding up 638. Appointment and removal by the court 639. Consent to act 640. Position when there is more than one liquidator 641. Resignation of liquidator 642. Prohibition on rewards for appointment 643. Notifications and filings of appointments and removals 644. Custody of books and property upon vacation of office 645. Provisional liquidator's remuneration 646. Liquidator's remuneration - procedure for fixing liquidator's entitlement thereto 647. Liquidator's entitlement to receive payment where entitlement to remuneration exists 648. Supplemental provisions in relation to sections 646 and 647 649. Disclosure of interest by creditors etc. at creditors' meeting 650. Duty of liquidators to include certain information in returns, etc.651. Penalty for default of liquidator in making certain accounts and returns 652. Enforcement of duty of liquidator to make returns 653. Director's power to examine books and records Chapter 9 Contributories (ss. 654-665)654. Liability of contributory 655. Liability as contributories of past and present members 656. Settlement of list of contributories 657. Power to make calls 658. Adjustment of rights of contributories 659. Payment of debts due by contributory to the company and extent to which set-off allowed 660. Order in relation to contributory to be conclusive evidence 661. Liability in case of death of contributory 662. Civil Liability Act 1961 not affected 663. Bankruptcy of contributory 664. Corporate insolvency of contributory 665. Winding up of company that had been an unlimited company before re-registration Chapter 10 Committee of inspection (ss. 666-668)666. Appointment of committee of inspection in court ordered winding up 667. Appointment of committee of inspection in a creditors' voluntary winding up 668. Constitution and proceedings of committee of inspection Chapter 11 Court's powers (ss. 669-676)669. Power to annul order for winding up or to stay winding up 670. Attendance of officers of company at meetings 671. Power of court to summon persons for examination 672. Order for payment or delivery of property against person examined under section 671 673. Delivery of property of company to liquidator 674. Power to exclude creditors not proving in time 675. Order for arrest and seizure, etc.676. Provisions as to arrangement binding creditors Chapter 12 Provisions supplemental to conduct of winding up (ss. 677-688)677. Effect of winding up on business and status of company 678. Actions against company stayed on winding-up order 679. Director may direct convening of meetings 680. Duty of liquidator to call meeting at end of each year 681. Information about progress of liquidation 682. Liquidator to report on conduct of directors 683. Obligation (unless relieved) of liquidator of insolvent company to apply for restriction of directors 684. Inspection of books by creditors and contributories 685. Resolutions passed at adjourned meetings of creditors and contributories 686. Books of company to be evidence in civil proceedings 687. Liquidator may have regard to wishes of creditors and contributories 688. Reporting to Director of misconduct by liquidators Chapter 13 General rules as to meetings of members, contributories and creditors of a company in liquidation (ss. 689-703)689. Meetings directed by the court 690. Provisions as to meetings of creditors, contributories and members generally 690A. Creditors' meetings conducted by electronic means during interim period 691. Entitlement to attend and notice 692. Location of meeting 693. Costs of meetings 694. Chairperson 695. Passing resolutions 696. Registration of resolutions of creditors, contributories and members 697. Proceedings at the meeting 698. Entitlement to vote of creditors 699. Provisions consequent on section 698 regarding secured creditors: deemed surrender of security, etc.700. Duties of chairperson 701. Proxies 702. Supplemental provisions in relation to section 701: time for lodging proxies, etc.703. Representation of bodies corporate at meetings held during winding up Chapter 14 Completion of winding up (ss. 704-709)704. Dissolution of company by court 705. Final meeting and dissolution in members' voluntary winding up 706. Final meeting and dissolution in creditors' voluntary winding up 707. Disposal of books and papers of company in winding up 708. Power of court to declare dissolution of company void 709. Disposal of documents filed with Registrar Chapter 15 Provisions related to the Insolvency Regulation (ss. 710-714)710. Definition (Chapter 15)711. Publication in relation to insolvency proceedings 712. Confirmation of creditors' voluntary winding up 713. Provision of certain documents to liquidator 714. Language of claims Chapter 16 Offences by officers of companies in liquidation, offences of fraudulent trading and certain other offences, referrals to D.P.P., etc. (ss. 715-724)715. Application of certain provisions of Chapter and construction of certain references to company, relevant person, etc.716. Offence for failure to make disclosure, or deliver certain things, to liquidator 717. Certain fraudulent acts within 12 months preceding winding up or any time thereafter: offences 718. Other fraudulent acts (relating to obtaining credit, irregular pledges, etc.) within 12 months preceding winding up or any time thereafter: offences 719. Material omission in statement relating to company's affairs, failure to report false debt, etc.720. Additional offence with respect to section 718(c) and certain defences with respect to foregoing matters 721. Other frauds by officers of companies which have gone into liquidation: offence 722. Fraudulent trading of company: offence 723. Prosecution of offences committed by officers and members of company 724. Supplemental provisions in relation to section 723: duty to provide assistance to D.P.P. and Director of Corporate Enforcement Part 12 Strike off and restoration (ss. 724A-745)Chapter 1 Strike off of company (ss. 724A-735)724A. Interpretation (Part 12)724B. Disclosure of Information by Registrar of Beneficial Ownership 725. When Registrar may strike company off register 726. Grounds for involuntary strike off 727. Registrar's notice to company of intention to strike it off register 728. Contents of Registrar's notice to company 729. Meaning of remedial step 730. Public notice of intention to strike company off register 731. Conditions for voluntary strike off 732. Public notice in case of voluntary strike off 733. Striking off (involuntary and voluntary cases) and dissolution 734. Effect of removal and dissolution 735. Power of Director to obtain information Chapter 2 Restoration of company to register (ss. 736-744)736. Application of Chapter 737. Restoration on application to Registrar 738. Restoration on application to court 739. Requirements for application to court under section 738 740. Terms of court order on application under section 738 741. Court order for restoration on application of Registrar 742. Supplementary court orders 743. Meaning of court 744. Transitional provision for companies struck off register before commencement of this Chapter Chapter 3 Miscellaneous (s. 745)745. Disclosure of information by Revenue Commissioners to Registrar Part 13 Investigations (ss. 746-796)Chapter 1 Preliminary (s. 746)746. Interpretation (Part 13)Chapter 2 Investigations by court appointed inspectors (ss. 747-762)747. Investigation of company's affairs by court appointed inspectors on application of company etc.748. Investigation of company's affairs by court appointed inspectors on application of Director 749. Court may give directions in relation to investigation 750. Power of inspector to expand investigation into affairs of related bodies corporate 751. Order for inspection of books or documents of company in liquidation 752. Expanded meaning of "officer" and "agent" for purposes of sections 753 to 757 753. Duty of company officer or agent to produce books or documents and give assistance 754. Inspector may require other persons to produce books or documents and give assistance 755. Supplementary power to compel production of books or documents in relation to certain banking transactions 756. Power of inspector to examine officers, agents and others 757. Court may make order in relation to default in production of books or documents, etc.758. Report of inspectors appointed under section 747(1) or 748(1)759. Distribution of inspectors' report 760. Court may make order after considering inspectors' report 761. Director may present petition for winding up following consideration of report 762. Expenses of investigation by court appointed inspector Chapter 3 Investigations initiated by Director (ss. 763-777)763. Investigation of share dealing by inspector appointed by Director 764. Investigation of company ownership by inspector appointed by Director 765. Application of certain provisions to investigation of company ownership 766. Expenses of investigation of company ownership 767. Director's power to require information as to persons interested in shares or debentures 768. Director may impose restrictions on shares 769. Director may lift restrictions imposed on shares under section 768 770. Director shall give notice of direction 771. Court may lift restrictions imposed on shares under section 768 772. Court may order sale of shares 773. Costs of applicant for order for sale of shares 774. Proceeds of sale following court ordered sale of shares 775. Continuance of certain restrictions 776. Offences in relation to shares that are subject to restrictions 777. Application of sections 768 to 776 to debentures Chapter 4 Miscellaneous provisions (ss. 778-796)778. Power of Director to require company to produce books or documents 779. When Director may exercise power to require company to produce books or documents 780. Power of Director to require third party to produce books or documents 781. Saving in relation to section 780, etc. and corresponding amendments effected to Act of 1990 by Companies (Amendment) Act 2009 782. Restriction on power of Director to require third party to produce certain books or documents 783. Court may order third party to comply with requirement to produce books or documents 784. Powers ancillary to power to require production of books or documents 785. Offences in relation to requirement to produce books or documents 786. Expenses relating to examination of books or documents 787. Entry and search of premises 788. Supplemental provisions in relation to section 787(3) to (5)789. Offences in relation to entry and search of premises and provisions catering for certain contingencies concerning designated officers 790. Restriction on disclosure of information, books or documents 791. Information, books or documents may be disclosed for certain purposes 792. Information, books or documents may be disclosed to competent authority 793. Offence of falsifying, concealing, destroying or otherwise disposing of document or record 793A. Offence of obstructing, interfering with or impeding officer of Authority 794. Production and inspection of books or documents when offence suspected 795. Saving for privileged information 796. Assistance to company law authority Part 14 Compliance and Enforcement (ss. 797-886)Chapter 1 Compliance and protective orders (ss. 797-798)797. Court may order compliance by company or officer 798. Court may restrain directors and others from removing assets Chapter 2 Disclosure orders (ss. 799-817)799. Interpretation (Chapter 2)800. Court may make disclosure order 801. Types of disclosure order 802. Procedure on application for disclosure order 803. Scope of disclosure order 804. Interests in shares and debentures for purposes of section 803: general 805. Family and corporate interests 806. Share acquisition agreements - attribution of interests held by other parties 807. Particulars of interests referred to in section 806 to be given in compliance with disclosure order 808. "Share acquisition agreement" - meaning 809. Supplemental power of court in relation to a share acquisition agreement 810. Court may grant exemption from requirements of disclosure order 811. Other powers of court in relation to disclosure orders 812. Notice of disclosure order 813. Information disclosed under order 814. Court may impose restrictions on publication of information provided 815. Right or interest in shares or debentures unenforceable by person in default 816. Court may grant relief from restriction on enforceability of right or interest in shares or debentures 817. Dealing by agent in shares or debentures subject to disclosure order Chapter 3 Restrictions on directors of insolvent companies (ss. 818-836)818. Interpretation and application (Chapter 3)819. Declaration by court restricting director of insolvent company in being appointed or acting as director etc.820. Application for declaration of restriction 821. Liquidator shall inform court of jeopardy to other company or its creditors 822. Court may grant restricted person relief from restrictions 823. Register of restricted persons 824. Application of this Chapter to receivers 825. Restricted person shall give notice to company before accepting appointment or acting as director or secretary 826. "Company that has a restricted person" - meaning of that expression in sections 827 to 834 827. Disapplication of certain provisions to company having a restricted person 828. Company having a restricted person may not acquire certain non-cash assets from subscribers, etc., unless particular conditions satisfied 829. Supplemental provisions in relation to section 828 830. Relief from liability under section 828 831. Offence for contravention of section 828 832. Allotment of share not fully paid up by company that has a restricted person 833. Allotment of share not fully paid for in cash by company that has a restricted person 834. Relief for company in respect of prohibited transaction 835. Power to vary amounts specified in section 819(3)836. Personal liability for debts of company subject to restriction Chapter 4 Disqualification generally (ss. 837-848)837. Interpretation generally (Chapter 4)838. Meaning of "disqualified" and "disqualification order"839. Automatic disqualification on conviction of certain indictable offences 840. Default under section 149(8) concerning fact of director's becoming disqualified under law of another state 841. Default under section 23 or 150(2) by director disqualified under law of another state 842. Court may make disqualification order 843. Provisions relating to particular grounds for disqualification 844. Persons who may apply for disqualification order under section 842 845. Miscellaneous provisions relating to disqualification by court order 846. Costs and expenses of application 847. Court may grant relief to person subject to disqualification order 848. Disqualification of restricted person following subsequent winding up Chapter 5 Disqualification and restriction undertakings (ss. 849-854)849. Definitions (Chapter 5)850. Disqualification undertaking - initiation of procedure that provides person opportunity to submit to disqualification 851. Effect of delivery of notice under section 850, giving of disqualification undertaking on foot thereof and related matters 852. Restriction undertaking - initiation of procedure that provides person opportunity to submit to restriction 853. Effect of delivery of notice under section 852, giving of restriction undertaking on foot thereof and related matters 854. Regulations for the purposes of sections 850 to 853 Chapter 6 Enforcement in relation to disqualification and restriction (ss. 855-864)855. Offence of contravening disqualification order or restriction 856. Offence of acting under directions of person where directions given in contravention of this Part 857. Period of disqualification following conviction of offence under this Chapter 858. Company may recover consideration 859. Person acting while disqualified or restricted liable for debts of company 860. Person acting under directions of disqualified person liable for debts of company 861. Relief from liability under section 858, 859 or 860 862. Court may require director to give certain information 863. Information to be supplied to Registrar 864. Register of disqualified persons Chapter 7 Provisions relating to offences generally (ss. 865-874)865. Summary prosecutions 866. District court district within which summary proceedings may be brought 867. Period within which summary proceedings may be commenced 868. Prosecution of companies on indictment 869. Offences by body committed with consent of its officer 870. Further offence, where contravention continued after conviction for an offence, and penalties for such offence 871. Categories 1 to 4 offences - penalties 872. Court may order that convicted person remedy breach 873. Notice by Director to remedy default 874. Special provisions applying where default in delivery of documents to Registrar Chapter 8 Provision for enforcement of section 27(1) and additional general offences (ss. 875-878)875. Civil enforcement of prohibition on trading under misleading name 876. Offence of providing false information 877. Offence of destruction, mutilation or falsification of book or document 878. Offence of fraudulently parting with, altering or making omission in book or document Chapter 9 Evidential matters (ss. 879-886)879. Proof of certificate as to overseas incorporation 880. Proof of incorporation under overseas legislation 881. Admissibility in evidence of certain matters 882. Provision of information to juries 883. Certificate evidence 884. Documentary evidence 885. Saving for privileged communications in context of requirements under section 724 886. Statutory declaration made in foreign place Part 15 Functions of Registrar and of regulatory and advisory bodies (ss. 887-962)Chapter 1 Registrar of Companies (ss. 887-899A)887. Registration office, "register", officers and CRO Gazette 888. Authentication of documents other than by signing or sealing them 888A. Cases in which director must supply certain data 888B. Information on composition of board of directors by reference to gender 889. Fees 890. Annual report by Registrar 890A. Collection of certain data by Registrar 891. Inspection and production of documents kept by Registrar 892. Admissibility of certified copy or extract 893. Certificate by Registrar admissible as evidence of facts stated 894. Disposal of documents filed with Registrar 895. Registrar may apply system of information classification 896. Delivery to Registrar of documents in legible form 897. Delivery of documents in electronic form may be made mandatory 898. Registrar's notice that document does not comply 899. Supplementary and clarificatory provisions for section 898 899A. Function imposed on Registrar under section 930D Chapter 2 Irish Auditing and Accounting Supervisory Authority (ss. 900-944)934J. Accessibility of information on ESAP (Audit Directive, duties of Supervisory Authority)900. Interpretation (Chapter 2)901. Continuance of designation of Irish Auditing and Accounting Supervisory Authority and other transitional matters 902. Membership of Supervisory Authority 903. Amendment to memorandum or articles 904. Objects of Supervisory Authority 905. Functions of Supervisory Authority 906. General powers 907. Board of directors 908. Supplementary provisions in relation to board of directors 909. Chief executive officer (including provision of transitional nature)910. Work programme 911. Annual programme of expenditure 912. Specification in annual programme of expenditure of amounts for reserve fund 913. Review of work programme 914. Funding 915. Application of money received by Supervisory Authority 916. Supervisory Authority may levy prescribed accountancy bodies 917. Supervisory Authority may levy certain companies and other undertakings 918. Funding in respect of functions of Supervisory Authority under certain regulations 919. Reserve fund 920. Borrowing 921. Excess revenue 922. Employees (including provision of a transitional nature)923. Director's obligations when material interest in arrangement, contract or agreement with Supervisory Authority arises 924. Effect of breach of director's obligations in relation to material interest 925. Employee's duty of disclosure 926. Superannuation scheme 927. Accounts and audit 928. Annual report 929. Accountability to Dáil Éireann 930. Recognition of body of accountants 930A. Designation of competent authority 930B. Annual audit programme and activity report 930C. Operation of certain provisions with regard to particular recognised accountancy bodies 930D. Conflicts of interest to be avoided 931. Provisions in relation to recognition by Supervisory Authority under section 930 931A. Investigation by disciplinary committees of prescribed accountancy bodies 931B. Provisions that apply when recognised accountancy body is not able to perform Part 27 function 932. Consultation by Supervisory Authority regarding standards and qualifications 933. Intervention in disciplinary process of prescribed accountancy bodies 933A. Resolution of suspected non-compliance by agreement relevant body 934. Investigation of possible breaches of standards of prescribed accountancy bodies 934A. Supplemental provisions to section 934 - certain specified persons 934AA. Interim direction required to protect public 934B. Immediate action required to protect public 934C. Sanctions which Supervisory Authority may impose on statutory auditor for relevant contravention 934D. Relevant circumstances to be considered in imposing relevant sanctions on specified person 934E. Resolution of suspected relevant contravention by agreement specified person 934F. Publication of relevant sanction imposed on specified person, etc.934G. Limitations on imposing monetary sanctions on specified person 934H. Specified person not to be liable to be penalised twice for same relevant contravention 934I. Reporting of relevant contraventions 935. Supplemental provisions in relation to section 934 (including as concerns its relationship to provisions of 2010 Audits Regulations)935A. Interpretation of sections 935A to 935D and 941A 935B. Investigation of possible relevant contraventions 935C. Sanctions which Supervisory Authority or Director of Corporate Enforcement may impose 935D. Publication of relevant sanction imposed, etc 936. Review of members of recognised accountancy bodies 936A. Supplemental provisions in relation to section 934 relevant directors 936B. Communication with the CEAOB 937. Delegation of Supervisory Authority's functions 938. Hearings, privileges and procedural rules 939. Supervisory Authority's seal and instruments 940. Confidentiality of information 941. Appeals to and orders of the court, including orders confirming decisions of Supervisory Authority 941A. Application to court to confirm decision to impose relevant sanction 942. Liability of Supervisory Authority for acts, omissions, etc.942A. Liability of prescribed body for acts, omissions etc.943. Minister's power to make regulations for purposes of Chapter, etc.944. Prior approval by Houses of Oireachtas required for certain regulations Chapter 3 Director of Corporate Enforcement (ss. 945-957I)945. Director of Corporate Enforcement 946. Terms and conditions of appointment 947. Removal, cessation or disqualification of Director 948. Acting Director of Corporate Enforcement 949. Functions of Director 950. Superannuation 951. Secondment to Director's office of member of Garda Síochána 952. Delegation by Director 953. Liability of Director or officer for acts and omissions 954. Director's annual report 955. Director shall report as required 956. Confidentiality of information 957. Disclosure of information to Director 957A. Restriction of application of certain articles of Data Protection Regulation 957AA. Definitions (sections 957A to 957I)957B. Provisions applicable where Director receives particulars, etc., from Supervisory Authority concerning relevant contravention and relevant director 957C. Sanctions which Director may impose on relevant director for certain conduct 957D. Relevant circumstances to be considered in imposing relevant sanctions on relevant director 957E. Resolution of suspected certain conduct by agreement relevant director 957F. Publication of relevant sanction imposed on relevant director 957G. Limitations on imposing monetary sanctions on relevant director 957H. Relevant director not to be liable to be penalised twice for same conduct 957I. Appeals to and orders of court, including orders confirming decisions of Director Chapter 3A Corporate Enforcement Authority (ss. 944A-944Y)944A. Definitions (Chapter 3A)944B. Establishment day 944C. Establishment of Corporate Enforcement Authority 944D. Functions of Authority 944E. Transfer of functions of Director to Authority 944F. Membership of Authority 944G. Appointment of chairperson of Authority 944H. Resignation, removal, disqualification of Member 944I. Acting Member 944J. Assignment and transfer of staff to Authority 944K. Staff of Authority, etc.944L. Superannuation of Members 944M. Secondment to Authority of member of Garda Síochána 944N. Accountability of Authority to Committee of Public Accounts 944O. Accountability of Member to certain Oireachtas Committees 944P. Confidentiality of information 944Q. Disclosure of information to Authority 944R. Restriction of application of certain articles of Data Protection Regulation 944S. Transfer of rights and liabilities, and continuation of leases, licences and permissions granted by office of Director 944T. Annual report 944U. Strategy statement and work programme 944V. Grants to Authority 944W. Liability of Authority for acts or omissions 944X. Accounts of Authority 944Y. Final annual report of Director Chapter 3B Investigation of director or former director of public-interest entity to find whether such director has engaged in certain prohibited conduct, etc. (ss. 944Z-944AH)944Z. Definitions (sections 944Z to 944AH)944AA. Provisions applicable where Authority receives particulars, etc., from Supervisory Authority concerning relevant contravention and relevant director 944AB. Sanctions which Authority may impose on relevant director for certain conduct 944AC. Relevant circumstances to be considered in imposing relevant sanctions on relevant director 944AD. Resolution of suspected certain conduct by agreement - relevant director 944AE. Publication of relevant sanction imposed on relevant director 944AF. Limitations on imposing monetary sanctions on relevant director 944AG. Relevant director not to be liable to be penalised twice for same conduct 944AH. Appeals to and orders of court, including orders confirming decisions of Authority Chapter 4 Company Law Review Group (ss. 958-962)958. Company Law Review Group 959. Functions of Review Group 960. Membership of Review Group 961. Meetings and business of Review Group 962. Annual report and provision of information to Minister Part 16 Designated activity companies (ss. 963-999)Chapter 1 Preliminary and definitions (ss. 963-964)963. Definitions (Part 16)964. Application of Parts 1 to 14 to DACs Chapter 2 Incorporation and consequential matters (ss. 965-978)965. Way of forming a DAC and the 2 types of DAC 966. DAC to carry on activity in the State 967. The form of a DAC's constitution 968. Supplemental provisions in relation to constitution 969. Provisions as to names of DACs 970. Trading under a misleading name 971. Power to dispense with "designated activity company" or Irish equivalent in name of charitable and other companies 972. Capacity of a DAC 973. Capacity not limited by a DAC's constitution 974. Alteration of objects clause by special resolution 975. Supplemental provisions in relation to section 974 976. Restriction of section 32(1) in relation to a DAC limited by guarantee 977. Alteration of articles by special resolution 978. Power to alter provisions in memorandum which could have been contained in articles Chapter 3 Share capital (ss. 979-984)979. Status of existing guarantee company, having a share capital 980. Transitional provision use of "limited" or "teoranta" by existing guarantee company, having a share capital 981. Limitation on offers by DACs of securities to the public 982. Variation of rights attached to special classes of shares 983. Application of section 114 in relation to DACs 984. Uncertificated transfer of securities Chapter 3A Dematerialisation of applicable securities (ss. 984A-984G)984A. Interpretation 984B. Application of Chapter 984C. Abolition of certificates in respect of applicable securities 984D. Transfer of applicable securities of DAC 984E. Disapplication of certain provisions to applicable securities 984F. Disapplication of requirement for certificate in respect of applicable securities 984G. Representation of applicable securities Chapter 4 Corporate governance (ss. 985-990)985. Directors 986. Limitation on number of directorships 987. Membership of DAC limited by guarantee confined to shareholders 988. DAC, with 2 or more members, may not dispense with holding of a.g.m.989. Application of section 193 in relation to a DAC 990. Application of section 194 in relation to a DAC Chapter 5 Financial statements, annual return and audit (ss. 991-996)991. Non-application of Part 6 to DACs that are credit institutions or insurance undertakings 992. Requirement for corporate governance statement and modification of certain provisions of Parts 5 and 6 as they apply to DACs 993. Modification of definition of "IAS Regulation" in the case of DACs 994. Application of sections 297, 350 and 362 to a DAC 995. Disclosures by DAC that is a credit institution 996. Exemption from filing with Registrar financial statements, etc.Chapter 6 Liability of contributories in winding up (s. 997)997. Liability as contributories of past and present members and provision concerning winding up after certain re-registration Chapter 7 Examinerships (s. 998)998. Petitions for examinerships Chapter 7A Winding Up (s. 998A)998A. Application of Chapter 7 of Part 11 to DACs Chapter 8 Public offers of securities, prevention of market abuse, etc. (s. 999)999. Application of Chapters 1, 2 and 4 of Part 23 to DACs Part 17 Public limited companies (ss. 1000-1171)Chapter 1 Preliminary and definitions (ss. 1000-1003)1000. Interpretation (Part 17)1001. Investment company to be a PLC but non-application of this Part to that company type 1002. Application of Parts 1 to 14 to PLCs 1003. Societas Europaea to be regarded as PLC Chapter 2 Incorporation and consequential matters (ss. 1004-1018)1004. Way of forming a PLC 1005. PLC to carry on activity in the State 1006. The form of a PLC's constitution 1007. Supplemental provisions in relation to constitution and continuance in force of existing memorandum and articles 1008. Provisions as to names of PLCs 1009. Trading under a misleading name 1010. Restriction on commencement of business by a PLC 1011. Capacity of a PLC 1012. Capacity not limited by a PLC's constitution 1013. Alteration of objects clause by special resolution 1014. Supplemental provisions in relation to section 1013 1015. Alteration of articles by special resolution 1016. Power to alter provisions in memorandum which could have been contained in articles 1017. Official seal for sealing securities 1018. Status of existing PLC Chapter 3 Share capital (ss. 1019-1045)1019. Provisions as to shares transferable by delivery (general prohibition and provision for certain letters of allotment)1020. Capacity to make public offers of securities 1021. Allotment of shares and other securities 1022. Pre-emption rights 1023. Interpretation and supplemental provisions in relation to section 1022 1024. Status of authority to allot shares conferred prior to company's re-registration as a PLC 1025. Subscription of share capital 1026. Payment for allotted shares 1027. Payment of non-cash consideration 1028. Expert's report on non-cash consideration before allotment of shares 1029. Supplemental provisions in relation to section 1028 1030. Expert's report: supplemental provisions in relation to section 1028 1031. Dispensation from section 1028 certain securities or money-market instruments constituting consideration for allotment 1032. Dispensation from section 1028 consideration for allotment other than securities and money-market instruments referred to in section 1031 1033. Dispensation from section 1028: cases in which consideration for allotment falls into both section 1031 and section 1032 1034. Expert's report on non-cash assets acquired from subscribers, etc.1035. Supplemental provisions in relation to section 1034 1036. Relief 1037. Special provisions as to issue of shares to subscribers 1038. Enforceability of undertakings made in contravention of certain provisions of Chapter 1039. Adaptation of section 102(1) and (2) in relation to a PLC 1040. Treatment of own shares held by or on behalf of a PLC 1041. Supplemental provisions in relation to section 1040 (including definition of "relevant period")1042. Charges taken by PLC on own shares 1043. Application of certain provisions of section 82(6) in relation to PLCs 1044. Variation of rights attached to special classes of shares 1045. Restriction on transfer of shares Chapter 4 Interests in shares: disclosure of individual and group acquisitions (ss. 1046-1070)1046. Purpose of Chapter 1047. Interpretation and supplemental (Chapter 4)1048. Duty of disclosure first class of case in which duty arises 1049. Notifiable interest 1050. Duty of disclosure second class of case in which duty arises 1051. "Percentage level" in relation to notifiable interests 1052. The notifiable percentage 1053. Particulars to be contained in notification 1054. Notification of family and corporate interests 1055. "Share acquisition agreement" meaning 1056. Duties of disclosure arising in consequence of section 1055 1057. Duty of persons acting together to keep each other informed 1058. Interest in shares by attribution 1059. Interest in shares that are notifiable interests for purposes of Chapter 1060. Enforcement of notification obligation 1061. Individual and group acquisitions register 1062. Company investigations concerning interests in shares 1063. Registration of interest disclosed under section 1062 1064. Company investigations on requisition by members 1065. Company reports on investigation 1066. Penalty for failure to provide information 1067. Removal of entries from register 1068. Entries, when not to be removed 1069. Where register to be kept, inspection of register, inspection of reports, etc.1070. Duty of PLC to notify authorised market operator Chapter 5 Acquisition of own shares and certain acquisitions by subsidiaries (ss. 1071-1081)1071. Additional (general) provisions relating to acquisition by PLCs of own shares 1072. "Market purchase", "overseas market purchase" and "off-market purchase"1073. Authority for PLC's purchase of own shares 1074. Market purchase of own shares 1075. Off-market purchase of own shares 1076. Assignment or release of company's right to purchase own shares 1077. Relationship of certain acquisition provisions to those in Part 3 1078. Off-market re-allotment of treasury shares by PLC 1079. Return to be made to Registrar under section 116(1)1080. Duty of PLC to publish particulars of overseas market purchase 1081. Duty of PLC to notify authorised market operator Chapter 6 Distribution by a PLC (ss. 1082-1084)1082. Restriction on distribution of assets 1083. Relevant financial statements in the case of distribution by PLC 1084. Limitation on reduction by a PLC of its company capital Chapter 7 Uncertificated securities (ss. 1085-1087)1085. Transfer in writing 1086. Power to make regulations for the transfer of securities 1087. Supplemental provisions in relation to section 1086 Chapter 7A Uncertificated securities of relevant issuers (ss. 1087A-1087H)1087A. Interpretation 1087B. Share certificates 1087C. Written instrument of transfer 1087D. Alternative special majority for Schemes of Arrangement 1087E. Disapplication of additional requirement 1087F. Irrevocable power of attorney 1087G. Record date for participation and voting in general meeting 1087H. Definition of subsidiary Chapter 7B Dematerialisation of applicable securities (ss. 1087I-1087P)1087I. Interpretation 1087J. Application of Chapter 1087K. Abolition of certificates in respect of applicable securities 1087L. Transfer of applicable securities 1087M. Restrictions on transfer of applicable securities 1087N. Disapplication of certain provisions to applicable securities 1087O. Disapplication of requirement for certificate in respect of applicable securities 1087P. Representation of applicable securities Chapter 8 Corporate governance (ss. 1088-1110)1088. Number of directors of a PLC 1089. PLC, with 2 or more members, may not dispense with holding of a.g.m.1090. Rotation of directors 1091. Modification of section 149(8)'s operation where public or local offer co-incides with change among directors 1092. Remuneration of directors 1093. Application of section 193 in relation to PLC 1094. Provisions consequent on participation by PLC in system for uncertificated transfer of securities 1095. Attendance and voting at meetings 1096. Notice of meetings 1097. Application of section 167 to PLC that is not a public-interest entity under S.I. No. 220 of 2010 1098. Length of notice of general meetings to be given 1098A. Application of section 176A in relation to PLCs 1099. Additional rights of shareholders in certain PLCs (provisions implementing Shareholders' Rights Directive 2007/36/EC)1100. Equality of treatment of shareholders 1101. Requisitioning of general meeting by members modification of section 178(3)1102. Length of notice of general meetings to be given by traded PLC 1102A. Modification of application of section 325(1) to traded PLC 1103. Additional provisions concerning notice under section 181 by a traded PLC 1104. Right to put items on the agenda of the general meeting and to table draft resolutions 1105. Requirements for participation and voting in general meeting 1106. Participation in general meeting by electronic means 1107. Right to ask questions 1108. Provisions concerning appointment of proxies 1109. Traded PLC may permit vote to be cast in advance by correspondence 1110. Voting results Chapter 8A Rights of shareholders (ss. 1110A-1110E)1110A. Interpretation, application and commencement (Chapter 8A)1110B. Identification of shareholders 1110C. Transmission of information 1110D. Facilitation of exercise of shareholder rights 1110E. Non-discrimination, proportionality and transparency of costs Chapter 8B Transparency of institutional investors, asset managers and proxy advisors (ss. 1110F-1110K)1110F. Interpretation and application (Chapter 8B)1110G. Engagement policy - institutional investors 1110H. Engagement policy - asset managers 1110I. Investment strategy of institutional investors and arrangements with asset managers 1110J. Transparency of asset managers 1110K. Transparency of proxy advisors Chapter 8BA European single access point (ESAP) (ss. 110KA-110KC)1110KA. Interpretation and application (Chapter 8BA)1110KB. Accessibility of information on ESAP 1110KC. Scope of Central Bank's supervision - performance of certain functions Chapter 8C Remuneration policy, remuneration report and transparency and approval of related party transactions (ss. 1110L-1110O)1110L. Interpretation and application (Chapter 8C)1110M. Right to vote on remuneration policy 1110N. Remuneration report 1110O. Transparency and approval of related party transactions Chapter 8D Offences and penalties (s. 1110P)1110P. Offences and penalties Chapter 9 Duties of directors and other officers (ss. 1111-1113)1111. Obligation to convene extraordinary general meeting in event of serious loss of capital 1112. Qualifications of secretary of a PLC 1113. Voting by director in respect of certain matters: prohibition and exceptions thereto Chapter 10 Financial statements, annual return and audit (ss. 1114-1120)1114. Non-application of Part 6 to PLCs that are credit institutions or insurance undertakings 1115. Requirement for corporate governance statement and modification of certain provisions of Parts 5 and 6 as they apply to PLCs 1116. Modification of definition of "IAS Regulation" in the case of PLCs 1116A. Modification of definition of "ineligible entities" in case of PLCs 1117. Obligation for a PLC's statutory financial statements to be audited 1118. Statutory auditors' report on revised financial statements and revised report 1119. Summary financial statements and circulation of them to members in lieu of full financial statements 1120. Application of sections 310 to 313 Chapter 11 Debentures (s. 1121)1121. Provisions as to register of debenture holders Chapter 12 Examinerships (s. 1122)1122. Petitions for examinerships Chapter 12A Winding Up (s. 1122A)1122A. Application of Chapter 7 of Part 11 to PLCs Chapter 13 Reorganisations (s. 1123)1123. Acquisitions of uncertificated securities from dissenting shareholders Chapter 14 Strike off and restoration (ss. 1124-1125)1124. Power of Registrar to strike PLC off register 1125. Reinstatement as PLC confined to company which had such status before dissolution Chapter 15 Investigations (s. 1126)1126. Inspectors minimum number of members that may apply for their appointment in the case of a PLC Chapter 16 Mergers (ss. 1127-1148)1127. Interpretation (Chapter 16)1128. Requirement for Chapter to apply 1129. Mergers to which Chapter applies - definitions and supplementary provision 1130. Merger may not be put into effect save in accordance with this Chapter 1131. Common draft terms of merger 1132. Directors' explanatory report 1133. Expert's report 1134. Merger financial statement 1135. Registration and publication of documents 1136. Inspection of documents 1137. General meetings of merging companies 1138. Electronic means of making certain information available for purposes of section 1137 1139. Meetings of classes of shareholders 1140. Purchase of minority shares 1141. Application for confirmation of merger by court 1142. Protection of creditors 1143. Preservation of rights of holders of securities 1144. Confirmation order 1145. Certain provisions not to apply where court so orders 1146. Registration and publication of confirmation of merger 1147. Civil liability of directors and experts 1148. Criminal liability for untrue statements in merger documents Chapter 17 Divisions (ss. 1149-1170)1149. Interpretation (Chapter 17)1150. Requirements for Chapter to apply 1151. Divisions to which this Chapter applies definitions and supplementary provisions 1152. Division may not be put into effect save under and in accordance with this Chapter 1153. Common draft terms of division 1154. Directors' explanatory report 1155. Expert's report 1156. Division financial statement 1157. Registration and publication of documents 1158. Inspection of documents 1159. General meetings of companies involved in a division 1160. Electronic means of making certain information available for purposes of section 1159 1161. Meetings of classes of shareholders 1162. Purchase of minority shares 1163. Application for confirmation of division by court 1164. Protection of creditors and allocation of liabilities 1165. Preservation of rights of holders of securities 1166. Confirmation order 1167. Certain provisions not to apply where court so orders 1168. Registration and publication of confirmation of division 1169. Civil liability of directors and experts 1170. Criminal liability for untrue statements in division documents Chapter 18 Public offers of securities, prevention of market abuse, etc. (s. 1171)1171. Application of Chapters 1, 2 and 4 of Part 23 to PLCs Part 18 Guarantee companies (ss. 1172-1226)Chapter 1 Preliminary and definitions (ss. 1172-1173)1172. Definitions (Part 18)1173. Application of Parts 1 to 14 to CLGs Chapter 2 Incorporation and consequential matters (ss. 1174-1190)1174. Way of forming a CLG 1175. CLG to carry on activity in the State 1176. The form of a CLG's constitution 1177. Supplemental provisions in relation to constitution and continuance in force of existing memorandum and articles 1178. Provisions as to names of CLGs 1179. Trading under a misleading name 1180. Power to dispense with "company limited by guarantee" or Irish equivalent in name of charitable and other companies 1181. Prohibition on certain provisions in constitution, etc. and issuing of shares 1182. Capacity of a CLG 1183. Capacity not limited by a CLG's constitution 1184. Alteration of objects clause by special resolution 1185. Supplemental provisions in relation to section 1184 1186. Restriction of section 32(1) in relation to CLGs 1187. Alteration of articles by special resolution 1188. Power to alter provisions in memorandum which could have been contained in articles 1189. Status of existing guarantee company 1190. Transitional provision use of "limited" or "teoranta" by existing guarantee company Chapter 3 Share capital (ss. 1191-1193A)1191. Limitation on offers by CLGs of securities to the public 1192. Application of section 114 in relation to CLGs 1193. Uncertificated transfer of securities 1193A. Application of Chapter 3A of Part 16 to CLGs Chapter 4 Corporate governance (ss. 1194-1210)1194. Directors 1195. Limitation on number of directorships 1196. Rotation of directors 1197. Remuneration of directors 1198. Removal of directors 1199. Membership 1200. Personation of member: offence 1201. Register of members 1202. CLG, with 2 or more members, may not dispense with holding of a.g.m.1203. Convening of extraordinary general meeting on requisition 1204. Persons entitled to notice of general meetings 1204A. Disapplication of section 181(5)(d) in respect of certain CLGs 1205. Proxies 1206. Votes of members 1207. Right to demand a poll 1208. Application of section 193 in relation to a CLG 1209. Application of section 198 in relation to a CLG 1210. Application of Chapter 5 of Part 5 to a CLG Chapter 5 Financial statements, annual return and audit (ss. 1211-1222)1211. Non-application of Part 6 to CLGs that are credit institutions or insurance undertakings 1212. Requirement for corporate governance statement and modification of certain provisions of Parts 5 and 6 as they apply to CLGs 1213. Modification of definition of "IAS Regulation" in the case of CLGs 1214. Application of section 297 to a CLG 1215. Disclosures by CLG that is credit institution 1216. Disclosure of membership changes in CLG's financial statements 1217. Disapplication of sections 325(1)(c) and 329 to a CLG 1218. Application of sections 334, 359 and 362 to a CLG 1219. Qualification of section 338 in the case of a CLG 1220. Exemption from filing with Registrar financial statements, etc.1221. Application of section 392 to a CLG 1222. Application of section 393 to a CLG Chapter 6 Liability of contributories in winding up (s. 1223)1223. Liability as contributories of past and present members and provision concerning winding up after certain re-registration Chapter 7 Examinerships (s. 1224)1224. Petitions for examinerships Chapter 8 Investigations (s. 1225)1225. Application of section 747(2) to CLGs Chapter 9 Public offers of securities, prevention of market abuse, etc. (s. 1226)1226. Application of Chapters 1, 2 and 4 of Part 23 to CLGs Part 19 Unlimited companies (ss. 1227-1282)Chapter 1 Preliminary and definitions (ss. 1227-1230)1227. Interpretation (Part 19)1228. Three types of unlimited company and uniform words to be affixed to name 1229. References to unlimited company to mean ULC, PUC or PULC 1230. Application of Parts 1 to 14 to unlimited companies Chapter 2 Incorporation and consequential matters (ss. 1231-1247)1231. Way of forming an unlimited company 1232. Unlimited company to carry on activity in the State 1233. The form of the constitution of an ULC or PUC 1234. The form of the constitution of a PULC 1235. Supplemental provisions in relation to constitution referred to in section 1233 or 1234 and continuance in force of existing memorandum and articles 1236. Effect of registration 1237. Provisions as to names of unlimited companies 1238. Trading under a misleading name 1239. Capacity of an unlimited company 1240. Capacity not limited by the constitution of an unlimited company 1241. Alteration of objects clause by special resolution 1242. Supplemental provisions in relation to section 1241 1243. Application of section 1017 to PUCs and PULCs 1244. Alteration of articles by special resolution 1245. Power to alter provisions in memorandum which could have been contained in articles 1246. Status of existing unlimited company 1247. Transitional provision - omission of "unlimited company" or "cuideachta neamhtheoranta" by existing unlimited company Chapter 3 Share capital (ss. 1248-1256)1248. Application of section 68 to PUCs and PULCs 1249. Authority to allot and pre-emption rights in the case of a PUC 1250. Variation of rights attached to special classes of shares 1251. Variation of company capital 1252. Reduction of company capital 1253. Application of section 94 to ULCs and PUCs 1254. Application of section 114 in relation to PULCs 1255. Making of distributions unrestricted in the case of unlimited companies 1256. Uncertificated transfer of securities Chapter 4 Corporate governance (ss. 1257-1263A)1257. Directors 1258. Limitation on number of directorships 1259. Membership of a PULC 1260. Personation of member: offence 1261. Register of members 1262. Unlimited company, with 2 or more members, may not dispense with holding of a.g.m.1263. Application of section 193 in relation to an unlimited company 1263A. Application of Chapter 3A of Part 16 to PUCs and PULCs Chapter 5 Financial statements, annual return and audit (ss. 1264-1277)1264. Definitions (Chapter 5)1265. Non-application of Part 6 to unlimited companies that are credit institutions or insurance undertakings 1266. Requirement for corporate governance statement and modification of certain provisions of Parts 5 and 6 as they apply to PUCs and PULCs 1267. Modification of definition of "IAS Regulation" in the case of PUCs and PULCs 1267A. Modification of definition of "ineligible entities" in case of PUCs and PULCs 1268. Application of section 297 to a PULC 1269. Disclosures by unlimited company that is a credit institution 1270. Disclosure of membership changes in PULC's financial statements 1271. Disapplication of sections 325(1)(c) and 329 to a PULC 1272. Application of section 362 to an ULC and obligation on other unlimited companies to have their financial statements audited 1273. Qualification of section 338 in the case of a PULC 1274. No requirement to deliver financial statements, etc., with annual return in the case of certain ULCs 1274A. Non application of Part 26 to certain ULCs 1275. Application of section 392 to a PULC 1276. Application of section 393 to a PULC 1277. Documents to be annexed to annual return of non-designated ULC Chapter 6 Winding up (ss. 1278-1279)1278. Liability as contributories of past and present members 1279. Payment of debts due by contributory to the unlimited company and extent to which set-off allowed Chapter 7 Examinerships (s. 1280)1280. Petitions for examinerships Chapter 7A Winding Up (s. 1280A)1280A. Application of Chapter 7 of Part 11 to unlimited companies Chapter 8 Investigations (s. 1281)1281. Application of section 747(2) to PUCs and PULCs Chapter 9 Public offers of securities, market abuse, etc. (s. 1282)1282. Application of Chapters 1, 2 and 4 of Part 23 to PUCs and PULCs Part 20 Re-registration (ss. 1283-1299)Chapter 1 Interpretation (s. 1283)1283. Interpretation (Part 20)Chapter 2 General provisions as to re-registration (ss. 1284-1288)1284. Company may re-register as another company type 1285. Procedure generally for re-registration 1286. Additional statements required of company that is to have a share capital on its re-registration 1287. PLC's resolution to re-register as a private company limited by shares or DAC may be cancelled by court 1288. Re-registration upon reduction of company capital of a PLC Chapter 3 Special requirements for re-registration (ss. 1289-1299)1289. What this Chapter does and references to relevant Chapter 2 requirements 1290. Particular requirements for re-registration as a private company limited by shares 1291. Particular requirements for re-registration of company as a PLC 1292. Requirements as to share capital of a company applying to re-register as a PLC 1293. Shares allotted by company applying to re-register as PLC between balance sheet date and passing of special resolution 1294. Application of certain other provisions of Part 17 on allotments to a company that passed resolution for re-registration 1295. Power of unlimited company to provide for reserve share capital on re-registration 1296. Particular requirements for re-registration of limited company as unlimited 1297. Particular requirements for re-registration of company as a CLG 1298. Particular requirements for re-registration of company as a DAC limited by shares 1299. Particular requirements for re-registration of company as a DAC limited by guarantee Part 21 External companies (ss. 1300-1311)Chapter 1 Preliminary (ss. 1300-1301)1300. Interpretation (Part 21)1301. Application to external companies of certain provisions of Parts 1 to 14 Chapter 2 Filing obligations of external companies (ss. 1302-1306)1302. Filing obligations of EEA company 1303. Accounting documents to be filed by EEA company 1304. Filing obligations of non-EEA company 1305. Accounting documents to be filed by non-EEA company 1306. Return of capital by non-EEA company Chapter 3 Disclosure in certain business documents and translation of documents (ss. 1307-1309)1307. Disclosure on letters and order forms 1308. Notice of delivery to be published in CRO Gazette 1309. Translation of documents Chapter 4 Service of documents (s. 1310)1310. Service of documents Chapter 5 Compliance (s. 1311)1311. Duty of securing compliance with this Part Part 22 Unregistered companies and joint stock companies (ss. 1312-1347)Chapter 1 Application of Act to unregistered companies (ss. 1312-1313)1312. Application of certain provisions of Act to unregistered companies 1313. Minister's power to make regulations in relation to Schedule 14 Chapter 2 Registration of certain bodies (other than joint stock companies) as companies (ss. 1314-1325)1314. Definitions (Chapter 2)1315. Registration as a company of body to which section 1312(1) applies 1316. Requirements for registration under this Chapter as company 1317. Particular requirements for registration of body corporate as a PLC 1318. Requirements as to share capital of body corporate applying to register as a PLC 1319. Shares allotted by body corporate applying to register as PLC between balance sheet date and passing of registration resolution 1320. Application of certain other provisions of Part 17 on allotments to a body that passed resolution for registration as a PLC 1321. Regulations for special cases 1322. Change of name for purposes of registration 1323. Registration and its effects 1324. Supplemental provisions in relation to section 1323 1325. Consequential repeals Chapter 3 Winding up of unregistered company (ss. 1326-1333)1326. Chapter 3 construction of expression "unregistered company"1327. Restriction of this Chapter 1328. Winding up of unregistered companies 1329. Cases in which unregistered company shall be deemed to be unable to pay its debts 1330. Contributories in winding up of unregistered company 1331. Power of court to stay or restrain proceedings 1332. Actions stayed on winding-up order 1333. Provisions of this Chapter to be cumulative Chapter 4 Provisions concerning companies registered, but not formed, under former Acts and certain other existing companies (ss. 1334-1336)1334. Application of Act to companies registered but not formed under former Companies Acts 1335. Application of Act to unlimited companies re-registered as limited companies under certain former enactments 1336. Provisions as to companies registered under Joint Stock Companies Acts Chapter 5 Registration of joint stock companies under this Act (ss. 1337-1347)1337. Interpretation (Chapter 5)1338. Companies capable of being registered 1339. Requirements for registration of joint stock companies 1340. Verifications of lists of members and directors of company for purposes of registration 1341. Registrar may require evidence as to nature of company 1342. Addition of "limited" or "teoranta", etc., to name 1343. Certificate of registration of existing company 1344. Effects of registration under this Chapter 1345. Power to substitute memorandum and articles for deed of settlement 1346. Power of court to stay or restrain proceedings 1347. Actions stayed on winding-up order Part 23 Public offers of securities, financial reporting by traded companies, prevention of market abuse, etc. (ss. 1348-1384A)Chapter 1 Public offers of securities (ss. 1348-1364)1348. Interpretation (Chapter 1)1349. Civil liability for misstatements in prospectus 1350. Exceptions and exemptions 1351. Restriction of liability where non-equity securities solely involved 1352. Indemnification of certain persons 1353. Expert's consent to issue of prospectus containing statement by him or her 1354. Regulations (Chapter 1)1355. Saver for existing Prospectus Regulations 1356. Penalties on conviction on indictment and defences in respect of certain offences 1357. Untrue statements and omissions in prospectus: criminal liability 1358. Requirements about minimum subscriptions, matters to be stated in offer documentation in that regard, etc.1359. Supplemental provisions in relation to section 1358 1360. Further supplemental provisions in relation to section 1358: effect of irregular allotment 1361. Local offers 1362. Exclusion of Investment Intermediaries Act 1995 1363. Power to make certain rules and issue guidelines 1364. Certain agreements void Chapter 2 Market abuse (ss. 1365-1371)1365. Interpretation (Chapter 2)1366. Regulations (Chapter 2)1367. Saver for existing Market Abuse Regulations 1368. Conviction on indictment of offences under Irish market abuse law: penalties 1369. Civil liability for certain breaches of Irish market abuse law 1370. Supplementary rules, etc., by competent authority 1371. Application of Irish market abuse law to certain markets Chapter 3 Requirement for corporate governance statement and application of certain provisions of Parts 5 and 6 where company is a traded company (ss. 1372-1378)1372. Definition (Chapter 3)1373. Corporate governance statement in the case of a traded company 1374. Application of section 225 to a traded company 1375. Application of sections 279 and 280 to a traded company excluded 1376. Application of sections 290(7)(b), 293 and 362 to a traded company 1377. Certain exemptions from consolidation of financial statements not available to traded company 1378. DAC or CLG that is a traded company may not file abridged financial statements Chapter 4 Transparency requirements regarding issuers of securities admitted to trading on certain markets (ss. 1379-1384)1379. Interpretation (Chapter 4)1380. Power to make certain regulations (Chapter 4)1381. Saver for existing Transparency Regulations 1382. Conviction on indictment of offences under transparency (regulated markets) law 1383. Supplementary rules, etc., by competent authority 1384. Application of transparency (regulated markets) law to certain markets Chapter 5 Application of section 393 to a company to which Part 23 applies (s. 1384A)1384A. Application of section 393 to a company to which Part 23 applies Part 24 Investment companies (ss. 1385-1415)Chapter 1 Preliminary and interpretation (ss. 1385-1389)1385. Interpretation (Part 24)1386. Definition of "investment company" and construction of references to nominal value of shares, etc.1387. Application of Parts 1 to 14 to investment companies 1388. Application of Part 17 to investment companies 1389. Adaptation of certain provisions of UCITS Regulations Chapter 2 Incorporation and registration (ss. 1390-1397)1390. Way of forming an investment company 1391. Investment company to carry on activity in the State 1392. The form of an investment company's constitution 1393. Supplemental provisions in relation to constitution and continuance in force of existing memorandum and articles 1394. Status of existing investment company 1395. Authorisation by Central Bank 1396. Powers of Central Bank 1397. Default of investment company or failure in performance of its investments Chapter 3 Share capital (ss. 1398-1399)1398. Power of company to purchase own shares 1399. Treatment of purchased shares Chapter 4 Financial statements (ss. 1400-1401A)1400. Statutory financial statements 1400A. Modification of definition of "ineligible entities" in case of investment companies 1401. Requirement for corporate governance statement and modification of certain provisions of Parts 5 and 6 as they apply to investment companies 1401A. Filing of financial statements by investment company Chapter 5 Winding up (s. 1402)1402. Circumstances in which company may be wound up by the court Chapter 6 Restoration (s. 1403)1403. Restoration by the court Chapter 7 Public offers of securities, prevention of market abuse, etc. (s. 1404)1404. Application of Chapters 1, 2 and 4 of Part 23 to investment companies Chapter 8 Umbrella funds and sub-funds (ss. 1405-1407)1405. Segregated liability of investment company sub-funds 1406. Requirements to be complied with by, and other matters respecting, an umbrella fund to which section 1405(1) applies 1407. Further matters respecting an umbrella fund to which section 1405(1) applies Chapter 9 Migration of funds (ss. 1408-1415)1408. Definitions (Chapter 9)1409. "Registration documents" - meaning 1410. Continuation of foreign investment company 1411. Supplemental provisions in relation to section 1410 1412. Definitions for the purposes of de-registration provisions contained in sections 1413 and 1414 1413. De-registration of companies when continued under the law of place outside the State 1414. Supplemental provisions in relation to section 1413 1415. Statutory declaration as to solvency Part 25 Miscellaneous (ss. 1416-1448)Chapter 1 Provisions concerning foreign insolvency proceedings (including those covered by the Insolvency Regulation) (ss. 1416-1428)1416. Preliminary and interpretation (Chapter 1)1417. Recognition of winding up orders of non-European Union states and Denmark 1418. Purpose of sections 1419 to 1428 1419. Registration of judgments given in insolvency proceedings 1420. Publication in relation to insolvency proceedings outside State 1421. Registration of insolvency judgments 1422. Enforcement in State of insolvency judgments 1423. Interest on insolvency judgments and payment of costs 1424. Currency of payments under enforceable insolvency judgments 1425. Preservation measures 1426. Venue 1427. Language of claims in relation to insolvency proceedings outside State 1428. Non-recognition or non-enforcement of judgments Chapter 1A Provisions concerning bank recovery and resolution (s. 1428A)1428A. Priority of payments in a winding up Chapter 2 Other miscellaneous provisions (ss. 1429-1448)1429. Deemed consent to disclosure with respect to interest in shares or debentures acquired 1430. Extension of Chapter 1 of Part 9 to any company liable to be wound up 1431. Application of sections 113 to 115 to bodies corporate generally 1432. Saving for enactments providing for winding up under certain former Companies Acts 1433. Application of section 405 to every type of company and society 1434. Restriction of section 58 of the Solicitor's Act 1954 1435. Prohibition of partnerships with more than 20 members 1436. Prohibition of banking partnership with more than 10 members 1437. Signing of statutory financial statements in case of credit institution registered after 15 August 1879 1438. Audit by Comptroller and Auditor General of companies not trading for gain 1439. Application of sections 1402 and 1403 to companies that are UCITS 1440. Relationship between Chapters 1 and 2 of Part 9 and Irish Takeover Panel Act 1997 1441. Eligibility to act as public auditor 1442. Certain captive insurers and re-insurers: exemption from requirement to have audit committee 1443. Assurance company holding shares in its holding company 1444. Realised profits of assurance companies 1445. Amendment of section 30 of Multi-Unit Developments Act 2011 1446. Provision as to names of companies formed pursuant to statute 1447. Disapplication of section 7 of Official Languages Act 2003 1448. Provision in respect of certain discretion afforded by Commission Decision 2011/30/EU Part 26 Payments to Governments (ss. 1449-1460)Chapter 1 Preliminary (s. 1449)1449. Interpretation Chapter 2 Obligation to prepare payment reports (ss. 1450-1451)1450. Obligation to prepare entity report on payments to governments 1451. Obligation to prepare a consolidated payment report Chapter 3 Content of payment reports (ss. 1452-1453)1452. Content of entity payment report 1453. Content of consolidated payment report Chapter 4 Payment reports: Exemptions and exclusions (ss. 1454-1457)1454. Exemption from preparation where certain payments included in consolidated payment report of holding company or higher holding undertaking 1455. Exemption from preparation where company is subject to equivalent reporting requirements 1456. Exemption from preparation where holding undertaking or higher holding undertaking is subject to equivalent reporting requirements 1457. Certain undertakings exempt from inclusion in a consolidated payment report Chapter 5 Approval and signing of payment reports (s. 1458)1458. Approval and signing of entity payment reports and consolidated payment reports Chapter 6 Publication of payment reports (ss. 1459-1460)1459. Delivery of copy of entity payment reports and consolidated payment reports to Registrar 1460. Delivery of copy of entity payment reports and consolidated payment reports prepared under equivalent reporting requirements to Registrar Part 27 Statutory Audits (ss. 1461-1584)Chapter 1 Preliminary and interpretation (ss. 1461-1463)1461. Interpretation (Part 27 and Schedules 19 and 20)1462. Savings 1463. Application Chapter 2 Approval of statutory auditors and audit firms (ss. 1464-1475)1464. Applications for approval, general principle as to good repute, etc.1465. Basis on which audit firms approved in other Member States may carry out audits in State 1466. Restriction as to persons who may carry out statutory audits 1467. Restriction on acting as statutory auditor 1468. Restriction on acting as statutory audit firm 1469. Offence for contravening section 1466, 1467 or 1468 1470. Conditions for approval as statutory auditor 1471. Transitional provisions applicable to certain deemed approvals under Regulation 44 of 2016 Audits Regulations 1472. Appropriate qualification for purpose of section 1470(a)1473. Conditions for approval as statutory audit firm 1474. Powers of Director 1475. Evidence in prosecutions under section 1474 Chapter 3 Aptitude test (ss. 1476-1478)1476. Aptitude test to be passed 1477. Scope of aptitude test 1478. Adequate standards to be applied in administration of aptitude test Chapter 4 Withdrawal of approval ( ss. 1479-1483)1479. Grounds for mandatory withdrawal of approval in case of statutory auditor 1480. Grounds for mandatory withdrawal in case of statutory audit firm 1481. Appeals against withdrawal of approval 1482. Certain persons to be notified of withdrawal of approval 1483. Other persons to be notified of withdrawal of approval Chapter 5 Public register (ss. 1484-1488A)1484. Public register 1485. Notification of information to Registrar 1486. Prohibition on certain acts unless registered 1487. Obligation of statutory auditor or audit firm to notify certain information 1488. Information shall be signed 1488A. Accessibility of information on ESAP (Audit Directive, duties of Registrar)Chapter 6 Standards for statutory auditors (ss. 1489-1493)1489. Continuing education 1490. Professional ethics 1491. Independence, objectivity and professional scepticism 1492. Standards for purposes of sections 1489 to 1491 1493. Arrangements for enforcement of standards Chapter 7 Quality assurance (ss. 1494-1498)1494. Quality assurance by Supervisory Authority of statutory audit of public-interest entities and third-country auditors, etc.1495. System of quality assurance to be put in place 1496. Organisation of quality assurance system 1497. Quality assurance review deemed to include individual auditors in certain cases 1498. Right of recognised accountancy body as regards professional discipline Chapter 8 Investigations and sanctions (ss. 1499-1502)1499. System of investigation and penalties 1500. Privileges, etc.1501. Duty of each recognised accountancy body with regard to sanctions 1502. Scope of penalties and publicity in relation to their imposition Chapter 9 Actions to be taken after decision by recognised accountancy body that statutory auditor or audit firm of public-interest entity has committed relevant contravention (ss. 1503-1511)1503. Definitions (Chapter 9)1504. Initial actions to be taken after decision by recognised accountancy body that statutory auditor or audit firm of public-interest entity has committed relevant contravention 1505. Appeal against relevant decision 1506. Sanctions which Supervisory Authority may impose on specified person 1507. Relevant circumstances to be considered in imposing relevant sanctions on specified person 1508. Publication of relevant sanction imposed on specified person, etc.1509. Limitations on imposing monetary sanctions on specified person 1510. Specified person not to be liable to be penalised twice for same relevant contravention 1511. Appeals to and orders of High Court, including orders confirming relevant decisions of Supervisory Authority Chapter 10 Appointment of statutory auditors or audit firms (ss. 1512-1516)1512. Prohibition of contractual clauses restricting choice of auditors 1513. Selection procedures for statutory auditors or audit firms by public-interest entities 1514. Appointment of statutory auditors or audit firms by public-interest entities - informing the Supervisory Authority 1515. Removal of statutory auditors or audit firms by public-interest entities supplementary provisions 1516. Directors' report to include date of last appointment of statutory auditor or audit firm Chapter 11 Confidentiality and professional secrecy (ss. 1517-1525)1517. Rules of confidentiality to apply 1518. Supplemental provisions in relation to section 1517 1519. Saving 1520. Rules of confidentiality in relation to entities in third countries 1521. Incoming statutory auditor or audit firm to be afforded access to information 1522. Access by recognised accountancy body to audit documents 1523. Access by Supervisory Authority to information and documents held by recognised accountancy bodies or relevant persons 1524. Professional privilege 1525. No liability for acts done in compliance with obligations imposed by relevant provisions Chapter 12 Auditing standards and audit reporting (ss. 1526-1530)1526. Auditing standards to be applied 1527. Audit of group accounts responsibility of group auditor 1528. Further responsibility of group auditor 1529. Additional report to audit committee 1530. Auditors' reporting obligations under Article 12 of Regulation (EU) No 537/2014 Chapter 13 Record keeping (s. 1531)1531. Record keeping Chapter 13A European single access point (ESAP) (s. 1531A)1531A. Accessibility of information on ESAP Chapter 14 Objectivity (s. 1532)1532. Future viability Chapter 15 Independence (ss. 1533-1550)1533. Requirement for independence general 1534. Professional scepticism 1535. Prohibited relationships specific provisions to secure independence 1536. Prohibited relationships financial or beneficial interest 1537. Prohibited relationships mergers and acquisitions 1538. Threats to independence and other information to be recorded 1539. Preparation for statutory audit and assessment of threats to independence 1540. Non-intervention by certain persons in execution of audit 1541. Internal organisation of statutory auditors and audit firms 1542. Organisation of work of statutory auditors and audit firms 1543. Organisation of work of statutory auditors and audit firms audit files 1544. Restrictions with regard to fees 1545. Restrictions with regard to fees exemption on exceptional basis 1546. Rotation of key audit partner in cases of public-interest entities 1547. Moratorium on taking up certain positions in audited undertakings or public-interest entities 1548. Rotation of statutory auditor and audit firms in case of public-interest entities extension 1549. Rotation reports by statutory auditor and audit firm in case of public-interest entities 1550. Provision of certain prohibited non-audit services by auditors of public-interest entities Chapter 16 Audit committees (s. 1551)1551. Audit committees for public-interest entities Chapter 17 Cooperation with other Member States (ss. 1552-1566)1552. Cooperation with other Member States 1553. Specific requirements with regard to cooperation 1554. Confidentiality of information 1555. Supplemental provisions in relation to section 1554 1556. Obligation to supply information required for certain purposes and saving concerning confidential information 1557. Obligation of Supervisory Authority or recognised accountancy body to gather information 1558. Application of section 1554 to certain information 1559. Requesting authority to be notified if its request not complied with 1560. Grounds for refusing request for information 1561. Use to which information may be put 1562. Counterpart authority to be notified of non-compliance with Audit Directive and Regulation (EU) No 537/2014 1563. Counterpart authority may be requested to carry out investigation 1564. Duty of Supervisory Authority or recognised accountancy body to take certain action 1565. Due consideration to be given to counterpart authority's request for investigation 1566. Grounds for refusing request for investigation Chapter 18 Mutual recognition of regulatory arrangements between Member States (s. 1567)1567. Mutual recognition of regulatory arrangements between Member States Chapter 19 Transfer of audit working papers, etc., to third-country competent authorities (ss. 1568-1571)1568. Transfer of audit documentation to third-country competent authority 1569. Derogation from section 1568 in exceptional cases 1570. Particulars of working arrangements to be notified 1571. Joint inspections Chapter 20 International aspects (s. 1572)1572. Approval of third-country auditor Chapter 21 Registration and oversight of third-country auditors and third-country audit entities (ss. 1573-1581)1573. Registration of third-country auditors and third-country audit entities 1574. Exemption from quality assurance 1575. Removal of third-country auditor or third-country audit entity registered in accordance with section 1573 from public register 1576. Audit by non-registered auditor or audit entity consequence 1577. Conditions for registration of third-country auditor or third-country audit entity 1578. Supervisory Authority may assess matter of equivalence for purposes of section 1577(2)(c)1579. Certain fees chargeable by Supervisory Authority 1580. Exemptions in case of equivalence 1581. Investigations and sanctions Chapter 22 Savings for disciplinary proceedings in being (ss. 1582-1584)1582. Savings for disciplinary proceedings in being 2010 Audits Regulations 1583. Savings for disciplinary proceedings in being 2016 Audits Regulations 1584. Savings for disciplinary proceedings in being prescribed accountancy bodies Part 28 Sustainability Reporting (ss. 1585-1648)Chapter 1 Preliminary and general (ss. 1585-1588)1585. Interpretation - Part 28 1586. Definition of 'applicable company'1587. Application of Part 1588. Non-application to certain financial products and undertakings Chapter 2 Sustainability reporting (ss. 1589-1601)1589. Key intangible resources 1590. Sustainability reporting 1591. Consultation with employees' representatives 1592. Derogation from section 1590 for certain applicable companies 1593. Deemed compliance with section 327(3)(b)1594. Exemption from section 1590 for certain subsidiaries 1595. Conditions to be met for exemption in section 1594 1596. Consolidated sustainability reporting 1597. Consultation with employees' representatives 1598. Exemption from section 1596 for certain subsidiaries 1599. Conditions for exemption in section 1598 1600. Single electronic reporting format of directors' report of applicable companies 1601. Documents to be annexed to annual return: applicable companies Chapter 3 Sustainability reporting concerning third-country undertakings (ss. 1602-1607)1602. Interpretation - Chapter 3 1603. Sustainability reporting for applicable subsidiaries and applicable branches 1604. Documents to be annexed to annual return: applicable subsidiaries 1605. Documents to be delivered to Registrar: applicable branches 1606. Responsibility for drawing-up, publishing and making accessible sustainability reports concerning third-country undertakings 1607. Transitional provisions Chapter 4 Assurance of sustainability reporting (ss. 1608-1625)1608. Interpretation (Chapter 4)1609. Appointment of statutory auditor for purposes of carrying out assurance of sustainability reporting 1610. Assurance standards to be applied 1611. Organisation of work of statutory auditors and audit firms when carrying out assurance of sustainability reporting 1612. Organisation of work of statutory auditors and audit firms-assurance files 1613. Assurance report on sustainability reporting 1614. Assurance of consolidated sustainability reporting 1615. Further responsibility of group auditor in relation to assurance of sustainability reporting 1616. Audit committees for public-interest entities - responsibilities in relation to assurance of sustainability reporting 1617. Resolution for accredited third party to prepare report on certain elements of sustainability reporting 1618. Prohibited non-audit services in case of assurance of sustainability reporting of public-interest entity 1619. Restrictions with regard to fees 1620. Confidentiality and professional secrecy 1621. Independence, objectivity and professional scepticism 1622. Irregularities 1623. Removal or resignation of statutory auditors from carrying out assurance of sustainability reporting 1624. Removal of statutory auditors from carrying out assurance of sustainability reporting of public-interest entities 1625. Notification to Supervisory Authority of certain matters regarding cessation of office Chapter 5 Approval to carry out assurance of sustainability reporting (ss. 1626-1639)1626. Approval to carry out assurance of sustainability reporting 1627. Conditions for approval to carry out assurance of sustainability reporting as statutory auditor 1628. Appropriate qualification for purpose of section 1627(a)1629. Aptitude test to be passed 1630. Scope of aptitude test 1631. Adequate standards to be applied in administration of aptitude test 1632. Conditions for approval to carry out assurance of sustainability reporting as a statutory audit firm 1633. Basis on which audit firms approved in other Member States may carry out assurance of sustainability reporting in State 1634. Restriction as to persons who may carry out assurance of sustainability reporting 1635. Transitional provisions relating to approval of certain statutory auditors 1636. Public register 1637. Notification of information to Registrar 1638. Continuing education 1639. Withdrawal of approval under this Part Chapter 6 Approval and registration of third-country auditors for purposes of carrying out assurance of sustainability reporting (ss. 1640-1641)1640. Approval of third-country auditors to carry out assurance of sustainability reporting 1641. Registration of third-country audit firms and third-country audit entities for assurance of sustainability reporting Chapter 7 Quality assurance and oversight of statutory auditors carrying out assurance of sustainability reporting (ss. 1642-1648)1642. System of quality assurance 1643. Organisation of quality assurance system 1644. Quality assurance review deemed to include individual auditors in certain cases 1645. Right of recognised accountancy body as regards professional discipline 1646. System of investigation and penalties 1647. Co-operation and mutual recognition of regulatory arrangements between Member States 1648. Transfer of assurance working papers etc. to third-country competent authorities Part 29 European single access point (ESAP) (ss. 1649-1650)1649. Interpretation - Part 29 1650. Accessibility of information on ESAP Schedule 1 Form of constitution of private company limited by shares Schedule 2 Repeals and Revocations Schedule 2, Part 1 Acts of the Oireachtas Repealed Schedule 2, Part 2 Statutory Instruments Revoked Schedule 3 Accounting Principles, Form and Content of Entity Financial Statements Schedule 3, Part I Construction of References to Provisions of Schedules (para. 1)Schedule 3, Part II General Rules and Formats (paras. 2-10)Schedule 3, Part III Accounting Principles and Valuation Rules (paras. 11-44)Schedule 3, Part IV Information Required by way of Notes to Financial Statements (paras. 45-68)Schedule 3, Part V Special Provisions Where a Company is a Holding Company or Subsidiary Undertaking (paras. 69-74)Schedule 3, Part VI Interpretation of Certain Expressions in Schedule (paras. 75-83)Schedule 3A Accounting Principles, Form and Content of Entity Financial Statements of a Company Qualifying for the Small Companies Regime Schedule 3A, Part I Construction of References to Provisions of Schedule (para. 1)Schedule 3A, Part II General Rules and Formats (paras. 2-10)Schedule 3A, Part III Accounting Principles and Valuation Rules (paras. 11-42)Schedule 3A, Part IV Information Required by way of Notes to Financial Statements (paras. 43-56)Schedule 3A, Part V Special Provisions Where a Company is a Holding Company or Subsidiary Undertaking (paras. 57-58)Schedule 3A, Part VI Interpretation of Certain Expresions in Schedule (paras. 59-66)Schedule 3B Accounting Principles, Form and Content of Financial Statements of a Company Qualifying for the Micro Companies Regime Schedule 3B, Part I Construction of References to Provisions of Schedule (para. 1)Schedule 3B, Part II General Rules and Formats (paras. 2-10)Schedule 3B, Part III Accounting Principles and Valuation Rules (paras. 11-30)Schedule 3B, Part IV Information Required by way of Notes to Financial Statements (paras. 31-35)Schedule 3B, Part V Interpretation of Certain Expressions in Schedule (paras. 36-40)Schedule 4 Accounting Principles, Form and Content of Group Financial Statements Schedule 4, Part I Construction of References to Provisions of Schedule (para. 1)Schedule 4, Part II General Rules and Formats (paras. 2-6)Schedule 4, Part III Accounting Principles and Valuation Rules (paras. 7-22)Schedule 4, Part IV Information Required by way of Notes to Group Financial Statements (paras. 23-28)Schedule 4, Part V Miscellaneous Matters (para. 32)Schedule 4A Accounting Principles, Form and Content of Group Financial Statements for Companies Subject to the Small Companies Regime Schedule 4A, Part I Construction of References to Provisions of Schedule (para. 1)Schedule 4A, Part II General Rules and Formats (paras. 2-6)Schedule 4A, Part III Accounting Principles and Valuation Rules (paras. 7-23)Schedule 4A, Part IV Information Required by way of Notes to Group Financial Statements (paras. 24-31)Schedule 4A, Part V Miscellaneous Matters (para. 32)Schedule 5 List of Companies for Certain Purposes of Act (Including, in Particular, Sections 142, 350, 362 and 510) (paras. 1-19)Schedule 6 Further Savings and Transitional Provisions (paras. 1-16)Schedule 7 Form of Constitution of Designated Activity Company Limited by Shares Schedule 8 Form of Constitution of designated activity company limited by guarantee Schedule 9 Form of Constitution of public limited company Schedule 10 Form of Constitution of company limited by guarentee Schedule 11 Form of Constitution of Private Unlimited Company Having a Share Capital Schedule 12 Form of constitution of public unlimited company having a share capital Schedule 13 Form of Constitution of Public Unlimited Company not Having a Share Capital Schedule 14 Provisions Applied to Unregistered Companies Schedule 15 Repeals and revocation in relation to unregistered companies Schedule 15, Part 1 Statutes Repealed Schedule 15, Part 2 Instruments or Charters Revoked Schedule 16 Form of Constitution of Investment Company Schedule 17 Conditions to be Satisfied for Application of Segregated Liability to Sub-funds of Investment Compeny Trading before 30 June 2005 (paras. 1-6)Schedule 18 Table of Activities Relevant to the Definitions of "Logging Undertaking" and "Mining or Quarrying Undertaking" in Section 1449 Schedule 19 Standards relating to training and qualifications for approval of individual as statutory auditor (paras. 1-4)Schedule 20 Information required, by Chapter 5 of Part 27, to be supplied and entered in public register (paras. 1-5)Schedule 21 Class tests (paras. 1-4)Schedule 22 Corporate Enforcement Authority (paras. 1-5)Schedule 23 Standards relating to training and qualifications for approval to carry out assurance of sustainability reporting (paras. 1-3)Schedule 24 Additional information required to be supplied and entered in Public Register (paras. 1-3)

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AI Summary of 466. Common draft terms of merger

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Version status: In force | Document consolidation status: Updated to reflect all known changes

Version date: 1 June 2015 - onwards

466. Common draft terms of merger

(1) Where a merger is proposed to be entered into, the directors of the merging companies shall draw up common draft terms of merger and approve those terms in writing.

(2) The common draft terms of merger shall state, at least:

(a) in relation to each of the transferor companies -

(i) its name,

(ii) its registered office, and

(iii) its registered number;

(b) in relation to the successor company -

(i) where the successor company is an existing company, the particulars specified in subparagraphs (i) to (iii) of paragraph (a), or

(ii) where the successor company is a new company yet to be formed, what are proposed as the particulars specified in subparagraphs (i) and (ii) of that paragraph;

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