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Companies Act 2014 (No. 38)Introductory TextActs Referred toPart 1 Preliminary and General (ss. 1-14)1. Short title and commencement2. Interpretation generally3. Periods of time4. Repeals and revocations5. Savings and transitional provisions6. Construction of references in other Acts to companies registered under Companies (Consolidation) Act 1908 and Act of 19637. 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 company10. Reference in Parts 2 to 14 to company to mean private company limited by shares11. Construction of references to directors, board of directors and interpretation of certain other plural forms12. Regulations and orders12A. Extension of interim period13. Authentication of certain official documents14. ExpensesPart 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 difficultiesChapter 2 Incorporation and consequential matters (ss. 17-37)17. Way of forming private company limited by shares18. Company to carry on activity in the State and prohibition of certain activities19. Form of the constitution20. Restriction on amendment of constitution21. Registration of constitution22. Statement to be delivered with constitution23. Additional statement to be furnished in certain circumstances24. Declaration to be made to Registrar25. Effect of registration26. Provisions as to names of companies27. Trading under a misleading name28. Reservation of a company name29. Effect of reservation of name30. Change of name31. Effect of constitution32. Amendment of constitution by special resolution33. Publication of notices34. Language of documents filed with Registrar35. Authorisation of an electronic filing agent36. Revocation of the authorisation of an electronic filing agent37. Copies of constitution to be given to membersChapter 3 Corporate capacity and authority (ss. 38-41)38. Capacity of private company limited by shares39. Registered person40. Persons authorised to bind company41. Powers of attorneyChapter 4 Contracts and other transactions (ss. 42-48)42. Form of contracts43. The common seal43A.44. Power for company to have official seal for use abroad45. Pre-incorporation contracts46. Bills of exchange and promissory notes47. Liability for use of incorrect company name48. Authentication by company of documentsChapter 5 Company name, registered office and service of documents (ss. 49-53)49. Publication of name by company50. Registered office of company50A. Registrar may request evidence of situation of registered office51. Service of documents52. Security for costs53. Enforcement of orders and judgments against companies and their officersChapter 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 principle56. Conversion of existing private companies to designated activity companies: duties and powers in that regard57. Relief where company does not re-register as a designated activity company58. Applicable laws during transition period59. Adoption of new constitution by members60. Preparation, registration, etc. of new constitution by directors61. Deemed constitution62. Relief for members and creditors63. Procedure for re-registration as designated activity company under this ChapterPart 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. Shares67. Numbering of sharesChapter 2 Offers of securities to the public (s. 68)68. Limitation on offers of securities to the publicChapter 3 Allotment of shares (ss. 69-82)69. Allotment of shares70. Supplemental and additional provisions as regards allotments71. Payment of shares72. Restriction of section 71(5) in the case of mergers73. Restriction of section 71(5) in the case of group reconstructions74. Supplementary provisions in relation to sections 72 and 7375. Restriction of section 71(5) in the case of shares allotted in return for acquisition of issued shares of body corporate76. Treatment of premiums paid on shares issued before a certain date77. Calls on shares78. Supplemental provisions in relation to calls79. Further provisions about calls (different times and amounts of calls)80. Lien81. Forfeiture of shares82. Financial assistance for acquisition of sharesChapter 4 Variation in capital (ss. 83-93)83. Variation of company capital84. Reduction in company capital85. Application to court for confirming order, objections by creditors and settlement of list of such creditors86. Registration of order and minute of reduction87. Liability of members in respect of reduced calls88. Variation of rights attached to special classes of shares89. Rights of holders of special classes of shares90. Registration of particulars of special rights91. Variation of company capital on reorganisation92. Notice to Registrar of certain alterations of share capital93. Notice of increase of share capitalChapter 5 Transfer of shares (ss. 94-101)94. Transfer of shares and debentures95. Restrictions on transfer96. Transmission of shares97. Transmission of shares in special circumstances (including cases of mergers)98. Certification of shares99. Share certificates100. Rectification of dealings in shares101. Personation of shareholder: offenceChapter 5A Dematerialisation of applicable securities (ss. 101A-101F)101A. Interpretation and application101B. Abolition of certificates in respect of applicable securities101C. Transfer of applicable securities of company101D. Disapplication of certain provisions to applicable securities101E. Disapplication of requirement for certificate in respect of applicable securities101F. Representation of applicable securitiesChapter 6 Acquisition of own shares (ss. 102-116)102. Company acquiring its own shares, etc. - permissible circumstances and prohibitions103. Supplemental provisions in relation to section 102104. Shares of a company held by a nominee of a company105. Acquisition of own shares106. Supplemental provisions in relation to section 105107. Assignment or release of company's right to purchase own shares108. Power to redeem preference shares issued before 5 May 1959109. Treasury shares110. Incidental payments with respect to acquisition of own shares111. Effect of company's failure to redeem or purchase112. Retention and inspection of documents113. Membership of holding company114. Holding by subsidiary of shares in its holding company115. Civil liability for improper purchase in holding company116. Return to be made to RegistrarChapter 7 Distributions (ss. 117-126)117. Profits available for distribution118. Prohibition on pre-acquisition profits or losses being treated in holding company's financial statements as profits available for distribution119. Distributions in kind: determination of amount120. Development costs shown as asset of company to be set off against company's distribution profits121. The relevant financial statements122. Consequences of making unlawful distribution123. Meaning of "distribution", "capitalisation", etc., and supplemental provisions124. Procedures for declarations, payments, etc., of dividends and other things125. Supplemental provisions in relation to section 124126. Bonus issuesPart 4 Corporate Governance (ss. 127-218)Chapter 1 Preliminary (s. 127)127. Access to documents during business hoursChapter 2 Directors and secretaries (ss. 128-153)128. Directors129. Secretaries130. Prohibition of body corporate or unincorporated body of persons being director131. Prohibition of minor being director or secretary132. Prohibition of undischarged bankrupt being director or secretary or otherwise involved in company133. Examination as to solvency status134. Performance of acts by person in dual capacity as director and secretary not permitted135. Validity of acts of director or secretary136. Share qualifications of directors137. Company to have director resident in an EEA state138. Supplemental provisions concerning bond referred to in section 137(2)139. Notification requirement as regards non-residency of director140. Exception to section 137 - companies having real and continuous link with economic activity in State141. Provisions for determining whether director resident in State142. Limitation on number of directorships143. Sanctions for contravention of section 142 and supplemental provisions144. Appointment of director145. Appointment of directors to be voted on individually146. Removal of directors147. Compensation for wrongful termination, other powers of removal not affected by section 146148. Vacation of office149. Register of directors and secretaries150. Supplemental provisions (including offences) in relation to section 149151. Particulars to be shown on all business letters of company152. Entitlement to notify Registrar of changes in directors and secretaries if section 149(8) contravened153. Provisions as to assignment of office by directorsChapter 3 Service contracts and remuneration (ss. 154-156)154. Copies of directors' service contracts155. Remuneration of directors156. Prohibition of tax-free payments to directorsChapter 4 Proceedings of directors (ss. 157-167)157. Sections 158 to 165 to apply save where constitution provides otherwise158. General power of management and delegation159. Managing director160. Meetings of directors and committees161. 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 director163. Counting of director in quorum and voting at meeting at which director is appointed164. Signing, drawing, etc., of negotiable instruments and receipts165. Alternate directors166. Minutes of proceedings of directors167. Audit committeesChapter 5 Members (ss. 168-174)168. Definition of member169. Register of members170. Trusts not to be entered on register of members171. Register to be evidence172. Consequences of failure to comply with requirements as to register owing to agent's default173. Rectification of register174. Power to close registerChapter 6 General meetings and resolutions (ss. 174A-199)174A. General meetings during interim period175. Annual general meeting176. The location and means for holding general meetings176A. Participation in general meetings by use of electronic communications technology177. Extraordinary general meetings178. Convening of extraordinary general meetings by members179. Power of court to convene meeting180. Persons entitled to notice of general meetings181. Notice of general meetings181A. Notice of rescheduled general meeting during interim period182. Quorum183. Proxies184. Form of proxy185. Representation of bodies corporate at meetings of companies186. The business of the annual general meeting186A. Withdrawal or amendment of dividend resolutions187. Proceedings at meetings188. Votes of members189. Right to demand a poll190. Voting on a poll191. Resolutions - ordinary resolutions, special resolutions, etc., - meaning192. Resolutions passed at adjourned meetings193. Unanimous written resolutions194. Majority written resolutions195. Supplemental provisions in relation to section 194195A. Voting on resolutions at general meeting during interim period196. Single-member companies - absence of need to hold general meetings, etc.197. Application of this Part to class meetings198. Registration of, and obligation of company to supply copies of, certain resolutions and agreements199. Minutes of proceedings of meetings of a companyChapter 7 Summary Approval Procedure (ss. 200-211)200. Interpretation (Chapter 7)201. Chapter 7 - what it does202. Summary Approval Procedure203. Declaration to be made in the case of financial assistance for acquisition of shares or transaction with directors204. Declaration to be made in the case of a reduction in company capital or variation of company capital on reorganisation205. 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 company207. Declaration to be made in the case of members' winding up of solvent company208. Condition to be satisfied common to declarations referred to in section 204, 205 or 207209. Condition to be satisfied in relation to declaration referred to in section 206210. Civil sanctions where opinion as to solvency stated in declaration without reasonable grounds211. Moratorium on certain restricted activities being carried on and applications to court to cancel special resolutionChapter 8 Protection for minorities (s. 212)212. Remedy in case of oppressionChapter 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 recordsChapter 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 membersPart 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 persons221. Shadow directors222. De facto directorChapter 2 General duties of directors and secretaries and liabilities of them and other officers (ss. 223-235)223. Duty of each director224. Directors to have regard to interests of employees224A. Directors to have regard to certain matters where company is, or is likely to be, unable to pay its debts225. Directors' compliance statement and related statement226. Duties of secretary227. Fiduciary duties of directors - provisions introductory to section 228228. Statement of principal fiduciary duties of directors229. Other interests of directors230. Power of director to act in a professional capacity for company231. Duty of director to disclose his or her interest in contracts made by company232. Breaches of certain duties: liability to account and indemnify233. Power of court to grant relief to officers of company234. Anticipated claim: similar power of relief as under section 233235. 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 provisions237. Loans, etc., by directors or connected persons to company or holding company: evidential provisionsChapter 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 persons240. Arrangements of certain value241. Reduction in amount of company's relevant assets242. Availability of Summary Approval Procedure to permit loans, etc.243. Intra-group transactions244. Directors' expenses245. Business transactions246. Transaction or arrangement in breach of section 239 voidable at instance of company247. Personal liability for company debts in certain cases248. Offence for contravention of section 239249. Contracts of employment of directors - control by members over guaranteed periods of employment250. Anti-avoidance provision - section 249251. Approval of company necessary for payment by it to director or directors' dependants for loss of office252. Approval of company necessary for payment to director of compensation in connection with transfer of property253. Duty of director to disclose to company payments to be made to him or her in connection with transfer of shares in company254. "Existing legal obligation" - definition and other provisions in relation to sections 251 to 253255. Contracts with sole membersChapter 5 Disclosure of interests in shares and debentures (ss. 256-269)256. Interpretation generally (Chapter 5)257. "Disclosable interest" - meaning of that term258. Circumstances in which person is to be regarded as having disclosable interest in shares or debentures259. Circumstances in which person shall be regarded as having ceased to have disclosable interest260. Interests that are not disclosable interests for the purposes of this Chapter261. Duty to notify disclosable interests - first of the 5 cases in which duty arises - interests held at commencement of Chapter262. Second and third cases in which duty to notify arises - interests acquired or ceasing to be held263. 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 them265. Mode of notification by directors and secretaries under this Chapter266. Enforcement of notification obligation267. Register of interests: contents and entries268. Supplemental provisions in relation to section 267269. Register of interests: removal of entries from itChapter 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 defenceChapter 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 date274. Interpretation (Part 6): provisions relating to financial statements275. Interpretation (Part 6): other definitions and construction provisions276. Construction of references to realised profits277. Construction of references to exemption277A. Certain companies may apply provisions of Act to certain earlier financial years278. Accounting standards generally - power of Minister to specify279. US accounting standards may, in limited cases, be availed of for particular transitional period280. Regulations may permit use of other internationally recognised accounting standards for a particular transitional periodChapter 1A Qualification of company based on size of company (ss. 280A-280I)280A. Qualification of company as small company: general280B. Qualification of company as small company: holding company280C. Small companies regime280D. Qualification of company as micro company280E. Micro companies regime280F. Qualification of company as medium company: general280G. Qualification of company as medium company: holding company280H. Qualification of company as large company280I. Treatment of qualifying conditions in respect of certain financial yearsChapter 2 Accounting records (ss. 281-286)281. Obligation to keep adequate accounting records282. Basic requirements for accounting records283. Where accounting records are to be kept284. Access to accounting records285. Retention of accounting records286. Accounting records: offencesChapter 3 Financial year (ss. 287-288)287. Financial year end date288. Financial yearChapter 4 Statutory financial statements (ss. 289-296)289. Statutory financial statements to give true and fair view290. Obligation to prepare entity financial statements under relevant financial reporting framework291. Companies Act entity financial statements292. IFRS entity financial statements293. Obligation to prepare group financial statements under relevant financial reporting framework294. Companies Act group financial statements295. IFRS group financial statements296. Consistency of financial statementsChapter 5 Group financial statements: exemptions and exclusions (ss. 297-304)297. Exemption from consolidation: size of group298. Application of section 297 in certain circumstances and cessation of exemption299. Exemption from consolidation: holding company that is subsidiary undertaking of undertaking registered in EEA300. Exemption from consolidation: holding company that is subsidiary undertaking of undertaking registered outside EEA301. Exemption from consolidation: holding company with all of its subsidiary undertakings excluded from consolidation302. Exemption from consolidation where IFRS so permits303. Subsidiary undertakings included in the group financial statements304. Treatment of entity profit and loss account where group financial statements preparedChapter 6 Disclosure of directors' remuneration and transactions (ss. 305-313)305. Disclosure of directors' remuneration305A. Payments to third parties for services of directors306. Supplemental provisions in relation to section 305307. Obligation to disclose information about directors' benefits: loans, quasi-loans, credit transactions and guarantees308. 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 interest310. Credit Institutions: exceptions to disclosure by holding company under sections 307 to 309 in the case of connected persons and certain officers311. Credit Institutions: disclosures by holding company of aggregate amounts in respect of connected persons312. Credit Institutions: requirement for register, etc., in the case of holding company as respects certain information313. Requirements of banking law not prejudiced by sections 307 to 312 and minimum monetary threshold for section 312Chapter 7 Disclosure required in notes to financial statements of other matters (ss. 314-323)314. Information on related undertakings315. Information on related undertakings: exemption from disclosures316. Information on related undertakings: provision for certain information to be annexed to annual return317. Disclosures of particulars of staff318. Details of authorised share capital, allotted share capital and movements319. Financial assistance for purchase of own shares320. Holding of own shares or shares in holding undertaking321. Disclosure of accounting policies322. Disclosure of remuneration for audit, audit-related and non-audit work323. Information on arrangements not included in balance sheetChapter 8 Approval of statutory financial statements (s. 324)324. Approval and signing of statutory financial statements by board of directorsChapter 9 Directors' report (ss. 325-332)325. Obligation to prepare directors' report for every financial year326. Directors' report: general matters327. Directors' report: business review328. Directors' report: acquisition or disposal of own shares329. Directors' report: interests in shares and debentures330. Directors' report: statement on relevant audit information331. Directors' report: copy to be included of any notice issued under certain banking legislation332. Approval and signing of directors' reportChapter 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 available335. Statement to be included in balance sheet if audit exemption availed ofChapter 11 Statutory auditors' report (ss. 336-337)336. Statutory auditors' report on statutory financial statements337. Signature of statutory auditor's reportChapter 12 Publication of financial statements (ss. 338-341)338. Circulation of statutory financial statements339. Right to demand copies of financial statements and reports340. Requirements in relation to publication of financial statements341. Financial statements and reports to be laid before company in general meetingChapter 13 Annual return and documents annexed to it (ss. 342-349)342. Annual return343. Obligation to make annual return344. Special provision for annual return delivered in a particular form345. Annual return date346. Alteration of annual return date347. Documents to be annexed to annual return: all cases348. Documents to be annexed to annual returns: certain cases349. First annual return: exception from requirement to annex statutory financial statementsChapter 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 company351. Exemptions in respect of directors' report in the case of small and medium companies352. Exemption from filing certain information for small and medium companies353. Abridged financial statements for a small company354. Abridged financial statements for a medium company355. Approval and signing of abridged financial statements356. Special report of the statutory auditors on abridged financial statements357. Subsidiary undertakings exempted from annexing their statutory financial statements to annual returnChapter 15 Audit exemption (ss. 358-364)358. Main conditions for audit exemption - non-group situation359. Main conditions for audit exemption - group situation360. Audit exemption361. Audit exemption not available where notice under section 334 served362. Audit exemption not available where company or subsidiary undertaking falls within a certain category363. Audit exemption (non-group situation) not available in certain cases364. Audit exemption (group situation) not available in certain casesChapter 16 Special audit exemption for dormant companies (s. 365)365. Dormant company audit exemptionChapter 17 Revision of defective statutory financial statements (ss. 366-379)366. Voluntary revision of defective statutory financial statements367. Content of revised financial statements or revised report368. Approval and signature of revised financial statements369. Approval and signature of revised directors' report370. Statutory auditors' report on revised financial statements and revised report371. Cases where company has availed itself of audit exemption372. Statutory auditors' report on revised directors' report alone373. Effect of revision374. Publication of revised financial statements and reports375. Laying of revised financial statements or a revised report376. Delivery of revised financial statements or a revised report377. Small and medium companies378. Application of this Chapter in cases where audit exemption available, etc.379. Modifications of ActChapter 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 auditors382. Appointment of statutory auditors - first such appointments and powers of members vis a vis directors383. 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 appointChapter 19 Rights, obligations and duties of statutory auditors (ss. 386-393)386. Right of access to accounting records387. Right to information and explanations concerning company388. Right to information and explanations concerning subsidiary undertakings389. Offence to make false statements to statutory auditors390. Obligation to act with professional integrity391. Statutory auditors' report on statutory financial statements392. Report to Registrar and to Director: accounting records393. Report to Registrar and Director: category 1 and 2 offencesChapter 20 Removal and resignation of statutory auditors (ss. 394-402)394. Removal of statutory auditors: general meeting395. Restrictions on removal of statutory auditor396. Extended notice requirement in cases of certain appointments, removals, etc., of auditors397. Right of statutory auditors to make representations where their removal or non-reappointment proposed398. Statutory auditors removed from office: their rights to get notice of, attend and be heard at general meeting399. Removal of statutory auditors: statement from statutory auditors where audit exemption availed of by company400. Resignation of statutory auditors: general401. Resignation of statutory auditor: requisition of general meeting402. Resignation of statutory auditors: right to get notice of, attend, and be heard at general meetingChapter 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 office404. Duty of company to notify Supervisory Authority of auditor's cessation of office405. Prohibition on acting in relation to audit while disqualification order in forceChapter 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 1963Part 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 companies410. Duty of company with respect to registration under section 409 and right of others to effect registration411. Duty of company to register charges existing on property acquired412. Priority of charges413. Registration and priority of judgment mortgages414. Register of charges415. Certificate of registration416. Entries of satisfaction and release of property from charge417. Extension of time for registration of charges and rectification of register418. Copies of instruments creating charges to be kept419. Registration of charges created prior to commencement of this Part420. Transitional provisions in relation to priorities of charges421. Netting of Financial Contracts Act 1995 not to affect registration requirementsChapter 3 Provisions as to debentures (ss. 422-426)422. Liability of trustees for debenture holders423. Perpetual debentures424. Power to re-issue redeemed debentures425. Saving of rights of certain mortgagees in case of re-issued debentures426. Specific performance of contracts to subscribe for debenturesChapter 4 Prohibition on registration of certain matters affecting shareholders or debentureholders (s. 427)427. Registration against company of certain matters prohibitedPart 8 Receivers (ss. 428-448)Chapter 1 Interpretation (s. 428)428. Appointment of receiver under powers contained in instrument: construction of such referenceChapter 2 Appointment of receivers (ss. 429-436)429. Notification that receiver has been appointed430. Information to be given when receiver is appointed in certain circumstance431. Contents of statement to be submitted to receiver432. Consequences of contravention of section 430(1)(b) or 431433. Disqualification for appointment as receiver434. Resignation of receiver435. Removal of receiver436. Notice to Registrar of appointment of receiver, and of receiver ceasing to actChapter 3 Powers and duties of receivers (ss. 437-441)437. Powers of receiver438. Power of receiver and certain others to apply to court for directions and receiver's liability on contracts439. Duty of receiver selling property to get best price reasonably obtainable, etc.440. Preferential payments when receiver is appointed under floating charge441. Delivery to Registrar of accounts of receiversChapter 4 Regulation of receivers and enforcement of their duties (ss. 442-448)442. Enforcement of duty of receivers to make returns443. Power of court to order the return of assets improperly transferred443A. Remuneration of receivers444. Power of court to fix remuneration of receiver445. Court may end or limit receivership on application of liquidator446. Director of Corporate Enforcement may request production of receiver's books447. Prosecution of offences committed by officers and members of company448. Reporting to Director of Corporate Enforcement of misconduct by receiversPart 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 meetings451. Court's power to stay proceedings or restrain further proceedings452. Information as to compromises or arrangements with members and creditors453. Circumstances in which compromise or arrangement becomes binding on creditors or members concerned454. Supplemental provisions in relation to section 453455. Provisions to facilitate reconstruction and amalgamation of companiesChapter 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 out458. Additional requirement to be satisfied, in certain cases, for right to buy out to apply459. 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 apply463. Mergers to which Chapter applies - definitions and supplementary provision464. Merger may not be put into effect save in accordance with the relevant provisions of this Act465. Chapters 1 and 3: mutually exclusive modes of proceeding to achieve merger466. Common draft terms of merger467. Directors' explanatory report468. Expert's report469. Merger financial statement470. Registration and publication of documents471. Inspection of documents472. 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 companies474. Electronic means of making certain information available for purposes of section 473475. Meetings of classes of shareholders476. Purchase of minority shares477. Application for confirmation of merger by court478. Protection of creditors479. Preservation of rights of holders of securities480. Confirmation order481. Certain provisions not to apply where court so orders482. Registration and publication of confirmation of merger483. Civil liability of directors and experts484. Criminal liability for untrue statements in merger documentsChapter 4 Divisions (ss. 485-507)485. Interpretation (Chapter 4)486. Requirements for Chapter to apply487. Divisions to which this Chapter applies - definitions and supplementary provisions488. Division may not be put into effect save under and in accordance with this Chapter489. Chapters 1 and 4: mutually exclusive modes of proceeding to achieve division490. Common draft terms of division491. Directors' explanatory report492. Expert's report493. Division financial statement494. Registration and publication of documents495. Inspection of documents496. General meetings of companies involved in a division497. Electronic means of making certain information available for purposes of section 496498. Meetings of classes of shareholder499. Purchase of minority shares500. Application for confirmation of division by court501. Protection of creditors and allocation of liabilities502. Preservation of rights of holders of securities503. Confirmation order504. Certain provisions not to apply where court so orders505. Registration and publication of confirmation of division506. Civil liability of directors and experts507. Criminal liability for untrue statements in division documentsPart 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 examiner510. Petition for court511. Independent expert's report512. 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 court514. Certain liabilities may not be certified under section 529(2)515. Creditors to be heard516. Availability of independent expert's report517. Related companies518. Duty to act in utmost good faith519. Qualification of examiners520. Effect of petition to appoint examiner on creditors and others520A. Restrictions on certain contracts during examinership521. Restriction on payment of pre-petition debts522. Effect on receiver or provisional liquidator of order appointing examiner523. Disapplication of section 440 to receivers in certain circumstancesChapter 3 Powers of examiner (ss. 524-544)524. Powers of an examiner525. Repudiation by examiner of contracts made before period of protection and of negative pledge clauses whenever made: prohibitions and restrictions526. Production of documents and evidence527. No lien over company's books, records, etc.528. Further powers of court529. Incurring of certain liabilities by examiner530. Power to deal with charged property, etc.531. Notification of appointment of examiner532. General provisions as to examiners - resignation, filling of vacancy, etc.533. Hearing regarding irregularities534. Report by examiner535. Procedure where examiner unable to secure agreement or formulate proposals for compromise or scheme of arrangement536. Content of examiner's report537. Repudiation of certain contracts538. Appointment of creditors' committee539. Proposals for compromise or scheme of arrangement540. Consideration by members and creditors of proposals541. Confirmation of proposals542. Supplemental provisions in relation to section 541543. Objection to confirmation by court of proposals544. Provisions with respect to leasesChapter 4 Liability of third parties for debts of a company in examination (ss. 545-551)545. What this Chapter contains546. Definitions (Chapter 4)547. Circumstances in relation to which subsequent provisions of this Chapter have effect548. General rule: liability of third person not affected by compromise or scheme of arrangement549. Enforcement by creditor of liability: restrictions in that regard unless certain procedure employed to the benefit of third person550. Payment by third person to creditor post period of protection - statutory subrogation in favour of third person in certain circumstances551. Saving for cases falling within section 520(4)(f) and cases where third person discharged or released from liabilityChapter 5 Conclusion of examinership (ss. 552-558)552. Cessation of protection of company and termination of appointment of examiner553. Revocation554. Costs and remuneration of examiners555. Publicity556. Hearing of proceedings otherwise than in public557. Power of court to order the return of assets which have been improperly transferred558. Reporting to Director of Corporate Enforcement of misconduct by examinersPart 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 plan558C. Process adviser to determine whether eligible company has reasonable prospect of survival558D. Process adviser to prepare reportChapter 3 Appointment of process adviser (ss. 558E-558P)558E. Resolution to appoint process adviser558F. Process adviser’s duty to keep determination under section 558C under review558G. Duties of directors of eligible company in relation to process adviser558H. Process adviser’s duty to determine relevant court558I. Process adviser’s duty to seek provision of email addresses558J. Process adviser to give notice of appointment558K. Process adviser to give notice to employees, creditors, etc.558L. Notice to creditor where eligible company has excludable debt558M. Relevant court’s powers where receiver or provisional liquidator previously appointed558N. Relevant court’s power to stay proceedings or restrain further proceedings558O. Requirements following giving of notice to creditor under section 558K558P. Repudiation, affirmation and variation of certain contractsChapter 4 Rescue plan (ss. 558Q-558S)558Q. Process adviser’s duty to prepare rescue plan558R. Further provision with respect to leases558S. Procedure where process adviser unable to prepare rescue planChapter 5 Consideration of rescue plan (ss. 558T-558ZA)558T. Process adviser’s duty to call meeting of members and creditors558U. Notice of meeting under section 558T558V. Proceedings at meeting under section 558T558W. Proxies558X. Supplemental provisions in relation to section 558W558Y. Consideration by members and creditors of rescue plan558Z. Notification of approval of rescue plan558ZA. Process adviser’s reportChapter 6 Objections to rescue plan (ss. 558ZB-558ZE)558ZB. Confirmation of rescue plan558ZC. Objection to rescue plan558ZD. Court hearing in case of objection558ZE. Supplemental provisions in relation to section 558ZD and section 558ZZChapter 7 Liability of third parties for debts of company (ss. 558ZF-558ZJ)558ZF. Definitions (Chapter 7) and savings558ZG. Circumstances in relation to which subsequent provisions of Chapter have effect558ZH. General rule: liability of third person not affected by rescue plan558ZI. Enforcement by creditor of liability: restrictions in that regard unless certain procedure employed to benefit of third person558ZJ. Payment by third person to creditor post rescue period - statutory subrogation in favour of third person in certain circumstancesChapter 8 Conclusion of rescue process (558ZK-558ZO)558ZK.Conclusion of rescue period and termination of appointment of process adviser558ZL. Power of relevant court to revoke rescue plan where fraud558ZM. Power of relevant court to order the return of assets improperly transferred558ZN. Director’s power to examine books and records558ZO. Reporting to Director of Corporate Enforcement of misconduct by process advisersChapter 9 Enforcement (ss. 558ZP-558ZR)558ZP. Offence of acting as process adviser when unqualified558ZQ. Offence where director fails to disclose information or misleads process adviser558ZR. Prosecution of officers and members of companyChapter 10 Powers of process adviser (ss. 558ZS-558ZX)558ZS. Powers of process adviser558ZT. Production of documents and evidence558ZU. No lien over eligible company’s books, records, etc.558ZV. Power to deal with charged property etc.558ZW. Resignation of process adviser558ZX. 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 expenses558ZZ. Application to relevant court for review of remuneration etc. of process adviser558ZAA. Incurring of certain liabilities by process adviser558ZAB. PriorityChapter 12 General (ss. 558ZAC-558ZAJ)558ZAC. Effect on certain sections where application to relevant court558ZAD. Power to apply to relevant court for determination of questions or concerning exercise of powers558ZAE. Hearing of proceedings other than in public558ZAF. High Court’s power to remit proceedings to Circuit Court558ZAG. Representation of bodies corporate at meetings held under this Part558ZAH. Retention of records558ZAI. Service of notices558ZAJ. Regulations to remove difficultiesPart 11 Winding up (ss. 559-724)Chapter 1 Preliminary and interpretation (ss. 559-567)559. Interpretation (Part 11)560. Restriction of this Part561. Modes of winding up - general statement as to position under Act562. Types of voluntary winding up - general statement as to position under Act563. Provisions apply to either mode of winding up unless the contrary appears564. Jurisdiction to wind up companies and rules of court565. Powers of court cumulative566. Court may have regard to wishes of creditors or contributories567. Application of certain provisions to companies not in liquidationChapter 2 Winding up by court (ss. 568-577)568. Application of Chapter569. Circumstances in which company may be wound up by the court570. Circumstances in which company deemed to be unable to pay its debts571. Provisions as to applications for winding up572. Powers of court on hearing petition573. Appointment of provisional liquidator574. Power to stay or restrain proceedings against company575. Appointment of liquidator by the court576. Effect of winding-up order577. Saving for rights of creditors and contributoriesChapter 3 Members' voluntary winding up (ss. 578-584)578. Application of Chapter579. Procedure for and commencement of members' voluntary winding up580. Companies of fixed duration, etc.: alternative means of commencing members' voluntary winding up581. Publication of resolution to wind up voluntarily582. Protections and remedies for creditors in cases where declaration of solvency made583. Power of company to appoint liquidators584. Duty of liquidator to call creditors' meeting if of opinion that company unable to pay its debtsChapter 4 Creditors' voluntary winding up (ss. 585-588)585. Application of Chapter586. Resolution for and commencement of creditors' voluntary winding up587. Meeting of creditors588. Appointment of liquidatorChapter 5 Conduct of winding up (ss. 589-595)589. Commencement of court ordered winding up590. Commencement of voluntary winding up591. Copy of order for winding up or appointment to be forwarded to Registrar592. Notice by voluntary liquidator of his or her appointment593. Statement of company's affairs594. Supplemental provisions in relation to section 593595. Notification that a company is in liquidation, etc.Chapter 6 Realisation of assets and related matters (ss. 596-616)596. Custody of company's property597. Circumstances in which floating charge is invalid598. Other circumstances in which floating charge is invalid598A. Validity of floating charge in certain circumstances599. Related company may be required to contribute to debts of company being wound up600. Pooling of assets of related companies601. Power of liquidator to accept shares as consideration for sale of property of company602. Voidance of dispositions of property, etc. after commencement of winding up603. Voidance of executions against property of company604. Unfair preference: effect of winding up on antecedent and other transactions605. Liabilities and rights of persons who have been unfairly preferred606. Restriction of rights of creditor as to execution or attachment in case of company being wound up607. Duties of sheriff as to goods taken in execution608. Power of the court to order return of assets which have been improperly transferred609. Personal liability of officers of company where adequate accounting records not kept610. Civil liability for fraudulent or reckless trading of company611. Supplemental provisions in relation to section 610612. Power of court to assess damages against certain persons613. Directors of holding company: power of court to assess damages against them614. Vesting of property of company in liquidator615. Disclaimer of onerous property in case of company being wound up616. Rescission of certain contracts and provisions supplemental to section 615Chapter 7 Distribution (ss. 617-623)617. Costs, etc. in winding up618. Distribution of property of company619. Application of bankruptcy rules in winding up of insolvent companies620. Debts which may be proved621. Preferential payments in a winding up622. Supplemental provisions in relation to section 621623. Unclaimed dividends and balances to be paid into a particular accountChapter 8 Liquidators (ss. 624-653)624. Duty of liquidator to administer, distribute, etc., property of company625. How liquidator is to be described and validity of acts626. Powers of provisional liquidators627. Liquidator's powers628. 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 defaults631. Power to apply to court for determination of questions or concerning exercise of powers632. No lien over company's books, records, etc.633. Qualifications for appointment as liquidator or provisional liquidator - general634. Supplemental provisions in relation to section 633 (including requirements for professional indemnity cover)635. Specific disqualification from appointment as liquidator or provisional liquidator636. Appointment and removal in a members' voluntary winding up637. Appointment and removal in a creditors' voluntary winding up638. Appointment and removal by the court639. Consent to act640. Position when there is more than one liquidator641. Resignation of liquidator642. Prohibition on rewards for appointment643. Notifications and filings of appointments and removals644. Custody of books and property upon vacation of office645. Provisional liquidator's remuneration646. Liquidator's remuneration - procedure for fixing liquidator's entitlement thereto647. Liquidator's entitlement to receive payment where entitlement to remuneration exists648. Supplemental provisions in relation to sections 646 and 647649. Disclosure of interest by creditors etc. at creditors' meeting650. Duty of liquidators to include certain information in returns, etc.651. Penalty for default of liquidator in making certain accounts and returns652. Enforcement of duty of liquidator to make returns653. Director's power to examine books and recordsChapter 9 Contributories (ss. 654-665)654. Liability of contributory655. Liability as contributories of past and present members656. Settlement of list of contributories657. Power to make calls658. Adjustment of rights of contributories659. Payment of debts due by contributory to the company and extent to which set-off allowed660. Order in relation to contributory to be conclusive evidence661. Liability in case of death of contributory662. Civil Liability Act 1961 not affected663. Bankruptcy of contributory664. Corporate insolvency of contributory665. Winding up of company that had been an unlimited company before re-registrationChapter 10 Committee of inspection (ss. 666-668)666. Appointment of committee of inspection in court ordered winding up667. Appointment of committee of inspection in a creditors' voluntary winding up668. Constitution and proceedings of committee of inspectionChapter 11 Court's powers (ss. 669-676)669. Power to annul order for winding up or to stay winding up670. Attendance of officers of company at meetings671. Power of court to summon persons for examination672. Order for payment or delivery of property against person examined under section 671673. Delivery of property of company to liquidator674. Power to exclude creditors not proving in time675. Order for arrest and seizure, etc.676. Provisions as to arrangement binding creditorsChapter 12 Provisions supplemental to conduct of winding up (ss. 677-688)677. Effect of winding up on business and status of company678. Actions against company stayed on winding-up order679. Director may direct convening of meetings680. Duty of liquidator to call meeting at end of each year681. Information about progress of liquidation682. Liquidator to report on conduct of directors683. Obligation (unless relieved) of liquidator of insolvent company to apply for restriction of directors684. Inspection of books by creditors and contributories685. Resolutions passed at adjourned meetings of creditors and contributories686. Books of company to be evidence in civil proceedings687. Liquidator may have regard to wishes of creditors and contributories688. Reporting to Director of misconduct by liquidatorsChapter 13 General rules as to meetings of members, contributories and creditors of a company in liquidation (ss. 689-703)689. Meetings directed by the court690. Provisions as to meetings of creditors, contributories and members generally690A. Creditors' meetings conducted by electronic means during interim period691. Entitlement to attend and notice692. Location of meeting693. Costs of meetings694. Chairperson695. Passing resolutions696. Registration of resolutions of creditors, contributories and members697. Proceedings at the meeting698. Entitlement to vote of creditors699. Provisions consequent on section 698 regarding secured creditors: deemed surrender of security, etc.700. Duties of chairperson701. Proxies702. Supplemental provisions in relation to section 701: time for lodging proxies, etc.703. Representation of bodies corporate at meetings held during winding upChapter 14 Completion of winding up (ss. 704-709)704. Dissolution of company by court705. Final meeting and dissolution in members' voluntary winding up706. Final meeting and dissolution in creditors' voluntary winding up707. Disposal of books and papers of company in winding up708. Power of court to declare dissolution of company void709. Disposal of documents filed with RegistrarChapter 15 Provisions related to the Insolvency Regulation (ss. 710-714)710. Definition (Chapter 15)711. Publication in relation to insolvency proceedings712. Confirmation of creditors' voluntary winding up713. Provision of certain documents to liquidator714. Language of claimsChapter 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 liquidator717. Certain fraudulent acts within 12 months preceding winding up or any time thereafter: offences718. Other fraudulent acts (relating to obtaining credit, irregular pledges, etc.) within 12 months preceding winding up or any time thereafter: offences719. 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 matters721. Other frauds by officers of companies which have gone into liquidation: offence722. Fraudulent trading of company: offence723. Prosecution of offences committed by officers and members of company724. Supplemental provisions in relation to section 723: duty to provide assistance to D.P.P. and Director of Corporate EnforcementPart 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 Ownership725. When Registrar may strike company off register726. Grounds for involuntary strike off727. Registrar's notice to company of intention to strike it off register728. Contents of Registrar's notice to company729. Meaning of remedial step730. Public notice of intention to strike company off register731. Conditions for voluntary strike off732. Public notice in case of voluntary strike off733. Striking off (involuntary and voluntary cases) and dissolution734. Effect of removal and dissolution735. Power of Director to obtain informationChapter 2 Restoration of company to register (ss. 736-744)736. Application of Chapter737. Restoration on application to Registrar738. Restoration on application to court739. Requirements for application to court under section 738740. Terms of court order on application under section 738741. Court order for restoration on application of Registrar742. Supplementary court orders743. Meaning of court744. Transitional provision for companies struck off register before commencement of this ChapterChapter 3 Miscellaneous (s. 745)745. Disclosure of information by Revenue Commissioners to RegistrarPart 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 Director749. Court may give directions in relation to investigation750. Power of inspector to expand investigation into affairs of related bodies corporate751. Order for inspection of books or documents of company in liquidation752. Expanded meaning of "officer" and "agent" for purposes of sections 753 to 757753. Duty of company officer or agent to produce books or documents and give assistance754. Inspector may require other persons to produce books or documents and give assistance755. Supplementary power to compel production of books or documents in relation to certain banking transactions756. Power of inspector to examine officers, agents and others757. 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' report760. Court may make order after considering inspectors' report761. Director may present petition for winding up following consideration of report762. Expenses of investigation by court appointed inspectorChapter 3 Investigations initiated by Director (ss. 763-777)763. Investigation of share dealing by inspector appointed by Director764. Investigation of company ownership by inspector appointed by Director765. Application of certain provisions to investigation of company ownership766. Expenses of investigation of company ownership767. Director's power to require information as to persons interested in shares or debentures768. Director may impose restrictions on shares769. Director may lift restrictions imposed on shares under section 768770. Director shall give notice of direction771. Court may lift restrictions imposed on shares under section 768772. Court may order sale of shares773. Costs of applicant for order for sale of shares774. Proceeds of sale following court ordered sale of shares775. Continuance of certain restrictions776. Offences in relation to shares that are subject to restrictions777. Application of sections 768 to 776 to debenturesChapter 4 Miscellaneous provisions (ss. 778-796)778. Power of Director to require company to produce books or documents779. When Director may exercise power to require company to produce books or documents780. Power of Director to require third party to produce books or documents781. Saving in relation to section 780, etc. and corresponding amendments effected to Act of 1990 by Companies (Amendment) Act 2009782. Restriction on power of Director to require third party to produce certain books or documents783. Court may order third party to comply with requirement to produce books or documents784. Powers ancillary to power to require production of books or documents785. Offences in relation to requirement to produce books or documents786. Expenses relating to examination of books or documents787. Entry and search of premises788. 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 officers790. Restriction on disclosure of information, books or documents791. Information, books or documents may be disclosed for certain purposes792. Information, books or documents may be disclosed to competent authority793. Offence of falsifying, concealing, destroying or otherwise disposing of document or record793A. Offence of obstructing, interfering with or impeding officer of Authority794. Production and inspection of books or documents when offence suspected795. Saving for privileged information796. Assistance to company law authorityPart 14 Compliance and Enforcement (ss. 797-886)Chapter 1 Compliance and protective orders (ss. 797-798)797. Court may order compliance by company or officer798. Court may restrain directors and others from removing assetsChapter 2 Disclosure orders (ss. 799-817)799. Interpretation (Chapter 2)800. Court may make disclosure order801. Types of disclosure order802. Procedure on application for disclosure order803. Scope of disclosure order804. Interests in shares and debentures for purposes of section 803: general805. Family and corporate interests806. Share acquisition agreements - attribution of interests held by other parties807. Particulars of interests referred to in section 806 to be given in compliance with disclosure order808. "Share acquisition agreement" - meaning809. Supplemental power of court in relation to a share acquisition agreement810. Court may grant exemption from requirements of disclosure order811. Other powers of court in relation to disclosure orders812. Notice of disclosure order813. Information disclosed under order814. Court may impose restrictions on publication of information provided815. Right or interest in shares or debentures unenforceable by person in default816. Court may grant relief from restriction on enforceability of right or interest in shares or debentures817. Dealing by agent in shares or debentures subject to disclosure orderChapter 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 restriction821. Liquidator shall inform court of jeopardy to other company or its creditors822. Court may grant restricted person relief from restrictions823. Register of restricted persons824. Application of this Chapter to receivers825. Restricted person shall give notice to company before accepting appointment or acting as director or secretary826. "Company that has a restricted person" - meaning of that expression in sections 827 to 834827. Disapplication of certain provisions to company having a restricted person828. Company having a restricted person may not acquire certain non-cash assets from subscribers, etc., unless particular conditions satisfied829. Supplemental provisions in relation to section 828830. Relief from liability under section 828831. Offence for contravention of section 828832. Allotment of share not fully paid up by company that has a restricted person833. Allotment of share not fully paid for in cash by company that has a restricted person834. Relief for company in respect of prohibited transaction835. Power to vary amounts specified in section 819(3)836. Personal liability for debts of company subject to restrictionChapter 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 offences840. Default under section 149(8) concerning fact of director's becoming disqualified under law of another state841. Default under section 23 or 150(2) by director disqualified under law of another state842. Court may make disqualification order843. Provisions relating to particular grounds for disqualification844. Persons who may apply for disqualification order under section 842845. Miscellaneous provisions relating to disqualification by court order846. Costs and expenses of application847. Court may grant relief to person subject to disqualification order848. Disqualification of restricted person following subsequent winding upChapter 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 disqualification851. Effect of delivery of notice under section 850, giving of disqualification undertaking on foot thereof and related matters852. Restriction undertaking - initiation of procedure that provides person opportunity to submit to restriction853. Effect of delivery of notice under section 852, giving of restriction undertaking on foot thereof and related matters854. Regulations for the purposes of sections 850 to 853Chapter 6 Enforcement in relation to disqualification and restriction (ss. 855-864)855. Offence of contravening disqualification order or restriction856. Offence of acting under directions of person where directions given in contravention of this Part857. Period of disqualification following conviction of offence under this Chapter858. Company may recover consideration859. Person acting while disqualified or restricted liable for debts of company860. Person acting under directions of disqualified person liable for debts of company861. Relief from liability under section 858, 859 or 860862. Court may require director to give certain information863. Information to be supplied to Registrar864. Register of disqualified personsChapter 7 Provisions relating to offences generally (ss. 865-874)865. Summary prosecutions866. District court district within which summary proceedings may be brought867. Period within which summary proceedings may be commenced868. Prosecution of companies on indictment869. Offences by body committed with consent of its officer870. Further offence, where contravention continued after conviction for an offence, and penalties for such offence871. Categories 1 to 4 offences - penalties872. Court may order that convicted person remedy breach873. Notice by Director to remedy default874. Special provisions applying where default in delivery of documents to RegistrarChapter 8 Provision for enforcement of section 27(1) and additional general offences (ss. 875-878)875. Civil enforcement of prohibition on trading under misleading name876. Offence of providing false information877. Offence of destruction, mutilation or falsification of book or document878. Offence of fraudulently parting with, altering or making omission in book or documentChapter 9 Evidential matters (ss. 879-886)879. Proof of certificate as to overseas incorporation880. Proof of incorporation under overseas legislation881. Admissibility in evidence of certain matters882. Provision of information to juries883. Certificate evidence884. Documentary evidence885. Saving for privileged communications in context of requirements under section 724886. Statutory declaration made in foreign placePart 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 Gazette888. Authentication of documents other than by signing or sealing them888A. Cases in which director must supply certain data888B. Information on composition of board of directors by reference to gender889. Fees890. Annual report by Registrar890A. Collection of certain data by Registrar891. Inspection and production of documents kept by Registrar892. Admissibility of certified copy or extract893. Certificate by Registrar admissible as evidence of facts stated894. Disposal of documents filed with Registrar895. Registrar may apply system of information classification896. Delivery to Registrar of documents in legible form897. Delivery of documents in electronic form may be made mandatory898. Registrar's notice that document does not comply899. Supplementary and clarificatory provisions for section 898899A. Function imposed on Registrar under section 930DChapter 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 matters902. Membership of Supervisory Authority903. Amendment to memorandum or articles904. Objects of Supervisory Authority905. Functions of Supervisory Authority906. General powers907. Board of directors908. Supplementary provisions in relation to board of directors909. Chief executive officer (including provision of transitional nature)910. Work programme911. Annual programme of expenditure912. Specification in annual programme of expenditure of amounts for reserve fund913. Review of work programme914. Funding915. Application of money received by Supervisory Authority916. Supervisory Authority may levy prescribed accountancy bodies917. Supervisory Authority may levy certain companies and other undertakings918. Funding in respect of functions of Supervisory Authority under certain regulations919. Reserve fund920. Borrowing921. Excess revenue922. Employees (including provision of a transitional nature)923. Director's obligations when material interest in arrangement, contract or agreement with Supervisory Authority arises924. Effect of breach of director's obligations in relation to material interest925. Employee's duty of disclosure926. Superannuation scheme927. Accounts and audit928. Annual report929. Accountability to Dáil Éireann930. Recognition of body of accountants930A. Designation of competent authority930B. Annual audit programme and activity report930C. Operation of certain provisions with regard to particular recognised accountancy bodies930D. Conflicts of interest to be avoided931. Provisions in relation to recognition by Supervisory Authority under section 930931A. Investigation by disciplinary committees of prescribed accountancy bodies931B. Provisions that apply when recognised accountancy body is not able to perform Part 27 function932. Consultation by Supervisory Authority regarding standards and qualifications933. Intervention in disciplinary process of prescribed accountancy bodies933A. Resolution of suspected non-compliance by agreement relevant body934. Investigation of possible breaches of standards of prescribed accountancy bodies934A. Supplemental provisions to section 934 - certain specified persons934AA. Interim direction required to protect public934B. Immediate action required to protect public934C. Sanctions which Supervisory Authority may impose on statutory auditor for relevant contravention934D. Relevant circumstances to be considered in imposing relevant sanctions on specified person934E. Resolution of suspected relevant contravention by agreement specified person934F. Publication of relevant sanction imposed on specified person, etc.934G. Limitations on imposing monetary sanctions on specified person934H. Specified person not to be liable to be penalised twice for same relevant contravention934I. Reporting of relevant contraventions935. 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 941A935B. Investigation of possible relevant contraventions935C. Sanctions which Supervisory Authority or Director of Corporate Enforcement may impose935D. Publication of relevant sanction imposed, etc936. Review of members of recognised accountancy bodies936A. Supplemental provisions in relation to section 934 relevant directors936B. Communication with the CEAOB937. Delegation of Supervisory Authority's functions938. Hearings, privileges and procedural rules939. Supervisory Authority's seal and instruments940. Confidentiality of information941. Appeals to and orders of the court, including orders confirming decisions of Supervisory Authority941A. Application to court to confirm decision to impose relevant sanction942. 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 regulationsChapter 3 Director of Corporate Enforcement (ss. 945-957I)945. Director of Corporate Enforcement946. Terms and conditions of appointment947. Removal, cessation or disqualification of Director948. Acting Director of Corporate Enforcement949. Functions of Director950. Superannuation951. Secondment to Director's office of member of Garda Síochána952. Delegation by Director953. Liability of Director or officer for acts and omissions954. Director's annual report955. Director shall report as required956. Confidentiality of information957. Disclosure of information to Director957A. Restriction of application of certain articles of Data Protection Regulation957AA. Definitions (sections 957A to 957I)957B. Provisions applicable where Director receives particulars, etc., from Supervisory Authority concerning relevant contravention and relevant director957C. Sanctions which Director may impose on relevant director for certain conduct957D. Relevant circumstances to be considered in imposing relevant sanctions on relevant director957E. Resolution of suspected certain conduct by agreement relevant director957F. Publication of relevant sanction imposed on relevant director957G. Limitations on imposing monetary sanctions on relevant director957H. Relevant director not to be liable to be penalised twice for same conduct957I. Appeals to and orders of court, including orders confirming decisions of DirectorChapter 3A Corporate Enforcement Authority (ss. 944A-944Y)944A. Definitions (Chapter 3A)944B. Establishment day944C. Establishment of Corporate Enforcement Authority944D. Functions of Authority944E. Transfer of functions of Director to Authority944F. Membership of Authority944G. Appointment of chairperson of Authority944H. Resignation, removal, disqualification of Member944I. Acting Member944J. Assignment and transfer of staff to Authority944K. Staff of Authority, etc.944L. Superannuation of Members944M. Secondment to Authority of member of Garda Síochána944N. Accountability of Authority to Committee of Public Accounts944O. Accountability of Member to certain Oireachtas Committees944P. Confidentiality of information944Q. Disclosure of information to Authority944R. Restriction of application of certain articles of Data Protection Regulation944S. Transfer of rights and liabilities, and continuation of leases, licences and permissions granted by office of Director944T. Annual report944U. Strategy statement and work programme944V. Grants to Authority944W. Liability of Authority for acts or omissions944X. Accounts of Authority944Y. Final annual report of DirectorChapter 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 director944AB. Sanctions which Authority may impose on relevant director for certain conduct944AC. Relevant circumstances to be considered in imposing relevant sanctions on relevant director944AD. Resolution of suspected certain conduct by agreement - relevant director944AE. Publication of relevant sanction imposed on relevant director944AF. Limitations on imposing monetary sanctions on relevant director944AG. Relevant director not to be liable to be penalised twice for same conduct944AH. Appeals to and orders of court, including orders confirming decisions of AuthorityChapter 4 Company Law Review Group (ss. 958-962)958. Company Law Review Group959. Functions of Review Group960. Membership of Review Group961. Meetings and business of Review Group962. Annual report and provision of information to MinisterPart 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 DACsChapter 2 Incorporation and consequential matters (ss. 965-978)965. Way of forming a DAC and the 2 types of DAC966. DAC to carry on activity in the State967. The form of a DAC's constitution968. Supplemental provisions in relation to constitution969. Provisions as to names of DACs970. Trading under a misleading name971. Power to dispense with "designated activity company" or Irish equivalent in name of charitable and other companies972. Capacity of a DAC973. Capacity not limited by a DAC's constitution974. Alteration of objects clause by special resolution975. Supplemental provisions in relation to section 974976. Restriction of section 32(1) in relation to a DAC limited by guarantee977. Alteration of articles by special resolution978. Power to alter provisions in memorandum which could have been contained in articlesChapter 3 Share capital (ss. 979-984)979. Status of existing guarantee company, having a share capital980. Transitional provision use of "limited" or "teoranta" by existing guarantee company, having a share capital981. Limitation on offers by DACs of securities to the public982. Variation of rights attached to special classes of shares983. Application of section 114 in relation to DACs984. Uncertificated transfer of securitiesChapter 3A Dematerialisation of applicable securities (ss. 984A-984G)984A. Interpretation984B. Application of Chapter984C. Abolition of certificates in respect of applicable securities984D. Transfer of applicable securities of DAC984E. Disapplication of certain provisions to applicable securities984F. Disapplication of requirement for certificate in respect of applicable securities984G. Representation of applicable securitiesChapter 4 Corporate governance (ss. 985-990)985. Directors986. Limitation on number of directorships987. Membership of DAC limited by guarantee confined to shareholders988. DAC, with 2 or more members, may not dispense with holding of a.g.m.989. Application of section 193 in relation to a DAC990. Application of section 194 in relation to a DACChapter 5 Financial statements, annual return and audit (ss. 991-996)991. Non-application of Part 6 to DACs that are credit institutions or insurance undertakings992. Requirement for corporate governance statement and modification of certain provisions of Parts 5 and 6 as they apply to DACs993. Modification of definition of "IAS Regulation" in the case of DACs994. Application of sections 297, 350 and 362 to a DAC995. Disclosures by DAC that is a credit institution996. 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-registrationChapter 7 Examinerships (s. 998)998. Petitions for examinershipsChapter 7A Winding Up (s. 998A)998A. Application of Chapter 7 of Part 11 to DACsChapter 8 Public offers of securities, prevention of market abuse, etc. (s. 999)999. Application of Chapters 1, 2 and 4 of Part 23 to DACsPart 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 type1002. Application of Parts 1 to 14 to PLCs1003. Societas Europaea to be regarded as PLCChapter 2 Incorporation and consequential matters (ss. 1004-1018)1004. Way of forming a PLC1005. PLC to carry on activity in the State1006. The form of a PLC's constitution1007. Supplemental provisions in relation to constitution and continuance in force of existing memorandum and articles1008. Provisions as to names of PLCs1009. Trading under a misleading name1010. Restriction on commencement of business by a PLC1011. Capacity of a PLC1012. Capacity not limited by a PLC's constitution1013. Alteration of objects clause by special resolution1014. Supplemental provisions in relation to section 10131015. Alteration of articles by special resolution1016. Power to alter provisions in memorandum which could have been contained in articles1017. Official seal for sealing securities1018. Status of existing PLCChapter 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 securities1021. Allotment of shares and other securities1022. Pre-emption rights1023. Interpretation and supplemental provisions in relation to section 10221024. Status of authority to allot shares conferred prior to company's re-registration as a PLC1025. Subscription of share capital1026. Payment for allotted shares1027. Payment of non-cash consideration1028. Expert's report on non-cash consideration before allotment of shares1029. Supplemental provisions in relation to section 10281030. Expert's report: supplemental provisions in relation to section 10281031. Dispensation from section 1028 certain securities or money-market instruments constituting consideration for allotment1032. Dispensation from section 1028 consideration for allotment other than securities and money-market instruments referred to in section 10311033. Dispensation from section 1028: cases in which consideration for allotment falls into both section 1031 and section 10321034. Expert's report on non-cash assets acquired from subscribers, etc.1035. Supplemental provisions in relation to section 10341036. Relief1037. Special provisions as to issue of shares to subscribers1038. Enforceability of undertakings made in contravention of certain provisions of Chapter1039. Adaptation of section 102(1) and (2) in relation to a PLC1040. Treatment of own shares held by or on behalf of a PLC1041. Supplemental provisions in relation to section 1040 (including definition of "relevant period")1042. Charges taken by PLC on own shares1043. Application of certain provisions of section 82(6) in relation to PLCs1044. Variation of rights attached to special classes of shares1045. Restriction on transfer of sharesChapter 4 Interests in shares: disclosure of individual and group acquisitions (ss. 1046-1070)1046. Purpose of Chapter1047. Interpretation and supplemental (Chapter 4)1048. Duty of disclosure first class of case in which duty arises1049. Notifiable interest1050. Duty of disclosure second class of case in which duty arises1051. "Percentage level" in relation to notifiable interests1052. The notifiable percentage1053. Particulars to be contained in notification1054. Notification of family and corporate interests1055. "Share acquisition agreement" meaning1056. Duties of disclosure arising in consequence of section 10551057. Duty of persons acting together to keep each other informed1058. Interest in shares by attribution1059. Interest in shares that are notifiable interests for purposes of Chapter1060. Enforcement of notification obligation1061. Individual and group acquisitions register1062. Company investigations concerning interests in shares1063. Registration of interest disclosed under section 10621064. Company investigations on requisition by members1065. Company reports on investigation1066. Penalty for failure to provide information1067. Removal of entries from register1068. Entries, when not to be removed1069. Where register to be kept, inspection of register, inspection of reports, etc.1070. Duty of PLC to notify authorised market operatorChapter 5 Acquisition of own shares and certain acquisitions by subsidiaries (ss. 1071-1081)1071. Additional (general) provisions relating to acquisition by PLCs of own shares1072. "Market purchase", "overseas market purchase" and "off-market purchase"1073. Authority for PLC's purchase of own shares1074. Market purchase of own shares1075. Off-market purchase of own shares1076. Assignment or release of company's right to purchase own shares1077. Relationship of certain acquisition provisions to those in Part 31078. Off-market re-allotment of treasury shares by PLC1079. Return to be made to Registrar under section 116(1)1080. Duty of PLC to publish particulars of overseas market purchase1081. Duty of PLC to notify authorised market operatorChapter 6 Distribution by a PLC (ss. 1082-1084)1082. Restriction on distribution of assets1083. Relevant financial statements in the case of distribution by PLC1084. Limitation on reduction by a PLC of its company capitalChapter 7 Uncertificated securities (ss. 1085-1087)1085. Transfer in writing1086. Power to make regulations for the transfer of securities1087. Supplemental provisions in relation to section 1086Chapter 7A Uncertificated securities of relevant issuers (ss. 1087A-1087H)1087A. Interpretation1087B. Share certificates1087C. Written instrument of transfer1087D. Alternative special majority for Schemes of Arrangement1087E. Disapplication of additional requirement1087F. Irrevocable power of attorney1087G. Record date for participation and voting in general meeting1087H. Definition of subsidiaryChapter 7B Dematerialisation of applicable securities (ss. 1087I-1087P)1087I. Interpretation1087J. Application of Chapter1087K. Abolition of certificates in respect of applicable securities1087L. Transfer of applicable securities1087M. Restrictions on transfer of applicable securities1087N. Disapplication of certain provisions to applicable securities1087O. Disapplication of requirement for certificate in respect of applicable securities1087P. Representation of applicable securitiesChapter 8 Corporate governance (ss. 1088-1110)1088. Number of directors of a PLC1089. PLC, with 2 or more members, may not dispense with holding of a.g.m.1090. Rotation of directors1091. Modification of section 149(8)'s operation where public or local offer co-incides with change among directors1092. Remuneration of directors1093. Application of section 193 in relation to PLC1094. Provisions consequent on participation by PLC in system for uncertificated transfer of securities1095. Attendance and voting at meetings1096. Notice of meetings1097. Application of section 167 to PLC that is not a public-interest entity under S.I. No. 220 of 20101098. Length of notice of general meetings to be given1098A. Application of section 176A in relation to PLCs1099. Additional rights of shareholders in certain PLCs (provisions implementing Shareholders' Rights Directive 2007/36/EC)1100. Equality of treatment of shareholders1101. Requisitioning of general meeting by members modification of section 178(3)1102. Length of notice of general meetings to be given by traded PLC1102A. Modification of application of section 325(1) to traded PLC1103. Additional provisions concerning notice under section 181 by a traded PLC1104. Right to put items on the agenda of the general meeting and to table draft resolutions1105. Requirements for participation and voting in general meeting1106. Participation in general meeting by electronic means1107. Right to ask questions1108. Provisions concerning appointment of proxies1109. Traded PLC may permit vote to be cast in advance by correspondence1110. Voting resultsChapter 8A Rights of shareholders (ss. 1110A-1110E)1110A. Interpretation, application and commencement (Chapter 8A)1110B. Identification of shareholders1110C. Transmission of information1110D. Facilitation of exercise of shareholder rights1110E. Non-discrimination, proportionality and transparency of costsChapter 8B Transparency of institutional investors, asset managers and proxy advisors (ss. 1110F-1110K)1110F. Interpretation and application (Chapter 8B)1110G. Engagement policy - institutional investors1110H. Engagement policy - asset managers1110I. Investment strategy of institutional investors and arrangements with asset managers1110J. Transparency of asset managers1110K. Transparency of proxy advisorsChapter 8BA European single access point (ESAP) (ss. 110KA-110KC)1110KA. Interpretation and application (Chapter 8BA)1110KB. Accessibility of information on ESAP1110KC. Scope of Central Bank's supervision - performance of certain functionsChapter 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 policy1110N. Remuneration report1110O. Transparency and approval of related party transactionsChapter 8D Offences and penalties (s. 1110P)1110P. Offences and penaltiesChapter 9 Duties of directors and other officers (ss. 1111-1113)1111. Obligation to convene extraordinary general meeting in event of serious loss of capital1112. Qualifications of secretary of a PLC1113. Voting by director in respect of certain matters: prohibition and exceptions theretoChapter 10 Financial statements, annual return and audit (ss. 1114-1120)1114. Non-application of Part 6 to PLCs that are credit institutions or insurance undertakings1115. Requirement for corporate governance statement and modification of certain provisions of Parts 5 and 6 as they apply to PLCs1116. Modification of definition of "IAS Regulation" in the case of PLCs1116A. Modification of definition of "ineligible entities" in case of PLCs1117. Obligation for a PLC's statutory financial statements to be audited1118. Statutory auditors' report on revised financial statements and revised report1119. Summary financial statements and circulation of them to members in lieu of full financial statements1120. Application of sections 310 to 313Chapter 11 Debentures (s. 1121)1121. Provisions as to register of debenture holdersChapter 12 Examinerships (s. 1122)1122. Petitions for examinershipsChapter 12A Winding Up (s. 1122A)1122A. Application of Chapter 7 of Part 11 to PLCsChapter 13 Reorganisations (s. 1123)1123. Acquisitions of uncertificated securities from dissenting shareholdersChapter 14 Strike off and restoration (ss. 1124-1125)1124. Power of Registrar to strike PLC off register1125. Reinstatement as PLC confined to company which had such status before dissolutionChapter 15 Investigations (s. 1126)1126. Inspectors minimum number of members that may apply for their appointment in the case of a PLCChapter 16 Mergers (ss. 1127-1148)1127. Interpretation (Chapter 16)1128. Requirement for Chapter to apply1129. Mergers to which Chapter applies - definitions and supplementary provision1130. Merger may not be put into effect save in accordance with this Chapter1131. Common draft terms of merger1132. Directors' explanatory report1133. Expert's report1134. Merger financial statement1135. Registration and publication of documents1136. Inspection of documents1137. General meetings of merging companies1138. Electronic means of making certain information available for purposes of section 11371139. Meetings of classes of shareholders1140. Purchase of minority shares1141. Application for confirmation of merger by court1142. Protection of creditors1143. Preservation of rights of holders of securities1144. Confirmation order1145. Certain provisions not to apply where court so orders1146. Registration and publication of confirmation of merger1147. Civil liability of directors and experts1148. Criminal liability for untrue statements in merger documentsChapter 17 Divisions (ss. 1149-1170)1149. Interpretation (Chapter 17)1150. Requirements for Chapter to apply1151. Divisions to which this Chapter applies definitions and supplementary provisions1152. Division may not be put into effect save under and in accordance with this Chapter1153. Common draft terms of division1154. Directors' explanatory report1155. Expert's report1156. Division financial statement1157. Registration and publication of documents1158. Inspection of documents1159. General meetings of companies involved in a division1160. Electronic means of making certain information available for purposes of section 11591161. Meetings of classes of shareholders1162. Purchase of minority shares1163. Application for confirmation of division by court1164. Protection of creditors and allocation of liabilities1165. Preservation of rights of holders of securities1166. Confirmation order1167. Certain provisions not to apply where court so orders1168. Registration and publication of confirmation of division1169. Civil liability of directors and experts1170. Criminal liability for untrue statements in division documentsChapter 18 Public offers of securities, prevention of market abuse, etc. (s. 1171)1171. Application of Chapters 1, 2 and 4 of Part 23 to PLCsPart 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 CLGsChapter 2 Incorporation and consequential matters (ss. 1174-1190)1174. Way of forming a CLG1175. CLG to carry on activity in the State1176. The form of a CLG's constitution1177. Supplemental provisions in relation to constitution and continuance in force of existing memorandum and articles1178. Provisions as to names of CLGs1179. Trading under a misleading name1180. Power to dispense with "company limited by guarantee" or Irish equivalent in name of charitable and other companies1181. Prohibition on certain provisions in constitution, etc. and issuing of shares1182. Capacity of a CLG1183. Capacity not limited by a CLG's constitution1184. Alteration of objects clause by special resolution1185. Supplemental provisions in relation to section 11841186. Restriction of section 32(1) in relation to CLGs1187. Alteration of articles by special resolution1188. Power to alter provisions in memorandum which could have been contained in articles1189. Status of existing guarantee company1190. Transitional provision use of "limited" or "teoranta" by existing guarantee companyChapter 3 Share capital (ss. 1191-1193A)1191. Limitation on offers by CLGs of securities to the public1192. Application of section 114 in relation to CLGs1193. Uncertificated transfer of securities1193A. Application of Chapter 3A of Part 16 to CLGsChapter 4 Corporate governance (ss. 1194-1210)1194. Directors1195. Limitation on number of directorships1196. Rotation of directors1197. Remuneration of directors1198. Removal of directors1199. Membership1200. Personation of member: offence1201. Register of members1202. CLG, with 2 or more members, may not dispense with holding of a.g.m.1203. Convening of extraordinary general meeting on requisition1204. Persons entitled to notice of general meetings1204A. Disapplication of section 181(5)(d) in respect of certain CLGs1205. Proxies1206. Votes of members1207. Right to demand a poll1208. Application of section 193 in relation to a CLG1209. Application of section 198 in relation to a CLG1210. Application of Chapter 5 of Part 5 to a CLGChapter 5 Financial statements, annual return and audit (ss. 1211-1222)1211. Non-application of Part 6 to CLGs that are credit institutions or insurance undertakings1212. Requirement for corporate governance statement and modification of certain provisions of Parts 5 and 6 as they apply to CLGs1213. Modification of definition of "IAS Regulation" in the case of CLGs1214. Application of section 297 to a CLG1215. Disclosures by CLG that is credit institution1216. Disclosure of membership changes in CLG's financial statements1217. Disapplication of sections 325(1)(c) and 329 to a CLG1218. Application of sections 334, 359 and 362 to a CLG1219. Qualification of section 338 in the case of a CLG1220. Exemption from filing with Registrar financial statements, etc.1221. Application of section 392 to a CLG1222. Application of section 393 to a CLGChapter 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-registrationChapter 7 Examinerships (s. 1224)1224. Petitions for examinershipsChapter 8 Investigations (s. 1225)1225. Application of section 747(2) to CLGsChapter 9 Public offers of securities, prevention of market abuse, etc. (s. 1226)1226. Application of Chapters 1, 2 and 4 of Part 23 to CLGsPart 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 name1229. References to unlimited company to mean ULC, PUC or PULC1230. Application of Parts 1 to 14 to unlimited companiesChapter 2 Incorporation and consequential matters (ss. 1231-1247)1231. Way of forming an unlimited company1232. Unlimited company to carry on activity in the State1233. The form of the constitution of an ULC or PUC1234. The form of the constitution of a PULC1235. Supplemental provisions in relation to constitution referred to in section 1233 or 1234 and continuance in force of existing memorandum and articles1236. Effect of registration1237. Provisions as to names of unlimited companies1238. Trading under a misleading name1239. Capacity of an unlimited company1240. Capacity not limited by the constitution of an unlimited company1241. Alteration of objects clause by special resolution1242. Supplemental provisions in relation to section 12411243. Application of section 1017 to PUCs and PULCs1244. Alteration of articles by special resolution1245. Power to alter provisions in memorandum which could have been contained in articles1246. Status of existing unlimited company1247. Transitional provision - omission of "unlimited company" or "cuideachta neamhtheoranta" by existing unlimited companyChapter 3 Share capital (ss. 1248-1256)1248. Application of section 68 to PUCs and PULCs1249. Authority to allot and pre-emption rights in the case of a PUC1250. Variation of rights attached to special classes of shares1251. Variation of company capital1252. Reduction of company capital1253. Application of section 94 to ULCs and PUCs1254. Application of section 114 in relation to PULCs1255. Making of distributions unrestricted in the case of unlimited companies1256. Uncertificated transfer of securitiesChapter 4 Corporate governance (ss. 1257-1263A)1257. Directors1258. Limitation on number of directorships1259. Membership of a PULC1260. Personation of member: offence1261. Register of members1262. 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 company1263A. Application of Chapter 3A of Part 16 to PUCs and PULCsChapter 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 undertakings1266. Requirement for corporate governance statement and modification of certain provisions of Parts 5 and 6 as they apply to PUCs and PULCs1267. Modification of definition of "IAS Regulation" in the case of PUCs and PULCs1267A. Modification of definition of "ineligible entities" in case of PUCs and PULCs1268. Application of section 297 to a PULC1269. Disclosures by unlimited company that is a credit institution1270. Disclosure of membership changes in PULC's financial statements1271. Disapplication of sections 325(1)(c) and 329 to a PULC1272. Application of section 362 to an ULC and obligation on other unlimited companies to have their financial statements audited1273. Qualification of section 338 in the case of a PULC1274. No requirement to deliver financial statements, etc., with annual return in the case of certain ULCs1274A. Non application of Part 26 to certain ULCs1275. Application of section 392 to a PULC1276. Application of section 393 to a PULC1277. Documents to be annexed to annual return of non-designated ULCChapter 6 Winding up (ss. 1278-1279)1278. Liability as contributories of past and present members1279. Payment of debts due by contributory to the unlimited company and extent to which set-off allowedChapter 7 Examinerships (s. 1280)1280. Petitions for examinershipsChapter 7A Winding Up (s. 1280A)1280A. Application of Chapter 7 of Part 11 to unlimited companiesChapter 8 Investigations (s. 1281)1281. Application of section 747(2) to PUCs and PULCsChapter 9 Public offers of securities, market abuse, etc. (s. 1282)1282. Application of Chapters 1, 2 and 4 of Part 23 to PUCs and PULCsPart 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 type1285. Procedure generally for re-registration1286. Additional statements required of company that is to have a share capital on its re-registration1287. PLC's resolution to re-register as a private company limited by shares or DAC may be cancelled by court1288. Re-registration upon reduction of company capital of a PLCChapter 3 Special requirements for re-registration (ss. 1289-1299)1289. What this Chapter does and references to relevant Chapter 2 requirements1290. Particular requirements for re-registration as a private company limited by shares1291. Particular requirements for re-registration of company as a PLC1292. Requirements as to share capital of a company applying to re-register as a PLC1293. Shares allotted by company applying to re-register as PLC between balance sheet date and passing of special resolution1294. Application of certain other provisions of Part 17 on allotments to a company that passed resolution for re-registration1295. Power of unlimited company to provide for reserve share capital on re-registration1296. Particular requirements for re-registration of limited company as unlimited1297. Particular requirements for re-registration of company as a CLG1298. Particular requirements for re-registration of company as a DAC limited by shares1299. Particular requirements for re-registration of company as a DAC limited by guaranteePart 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 14Chapter 2 Filing obligations of external companies (ss. 1302-1306)1302. Filing obligations of EEA company1303. Accounting documents to be filed by EEA company1304. Filing obligations of non-EEA company1305. Accounting documents to be filed by non-EEA company1306. Return of capital by non-EEA companyChapter 3 Disclosure in certain business documents and translation of documents (ss. 1307-1309)1307. Disclosure on letters and order forms1308. Notice of delivery to be published in CRO Gazette1309. Translation of documentsChapter 4 Service of documents (s. 1310)1310. Service of documentsChapter 5 Compliance (s. 1311)1311. Duty of securing compliance with this PartPart 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 companies1313. Minister's power to make regulations in relation to Schedule 14Chapter 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) applies1316. Requirements for registration under this Chapter as company1317. Particular requirements for registration of body corporate as a PLC1318. Requirements as to share capital of body corporate applying to register as a PLC1319. Shares allotted by body corporate applying to register as PLC between balance sheet date and passing of registration resolution1320. Application of certain other provisions of Part 17 on allotments to a body that passed resolution for registration as a PLC1321. Regulations for special cases1322. Change of name for purposes of registration1323. Registration and its effects1324. Supplemental provisions in relation to section 13231325. Consequential repealsChapter 3 Winding up of unregistered company (ss. 1326-1333)1326. Chapter 3 construction of expression "unregistered company"1327. Restriction of this Chapter1328. Winding up of unregistered companies1329. Cases in which unregistered company shall be deemed to be unable to pay its debts1330. Contributories in winding up of unregistered company1331. Power of court to stay or restrain proceedings1332. Actions stayed on winding-up order1333. Provisions of this Chapter to be cumulativeChapter 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 Acts1335. Application of Act to unlimited companies re-registered as limited companies under certain former enactments1336. Provisions as to companies registered under Joint Stock Companies ActsChapter 5 Registration of joint stock companies under this Act (ss. 1337-1347)1337. Interpretation (Chapter 5)1338. Companies capable of being registered1339. Requirements for registration of joint stock companies1340. Verifications of lists of members and directors of company for purposes of registration1341. Registrar may require evidence as to nature of company1342. Addition of "limited" or "teoranta", etc., to name1343. Certificate of registration of existing company1344. Effects of registration under this Chapter1345. Power to substitute memorandum and articles for deed of settlement1346. Power of court to stay or restrain proceedings1347. Actions stayed on winding-up orderPart 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 prospectus1350. Exceptions and exemptions1351. Restriction of liability where non-equity securities solely involved1352. Indemnification of certain persons1353. Expert's consent to issue of prospectus containing statement by him or her1354. Regulations (Chapter 1)1355. Saver for existing Prospectus Regulations1356. Penalties on conviction on indictment and defences in respect of certain offences1357. Untrue statements and omissions in prospectus: criminal liability1358. Requirements about minimum subscriptions, matters to be stated in offer documentation in that regard, etc.1359. Supplemental provisions in relation to section 13581360. Further supplemental provisions in relation to section 1358: effect of irregular allotment1361. Local offers1362. Exclusion of Investment Intermediaries Act 19951363. Power to make certain rules and issue guidelines1364. Certain agreements voidChapter 2 Market abuse (ss. 1365-1371)1365. Interpretation (Chapter 2)1366. Regulations (Chapter 2)1367. Saver for existing Market Abuse Regulations1368. Conviction on indictment of offences under Irish market abuse law: penalties1369. Civil liability for certain breaches of Irish market abuse law1370. Supplementary rules, etc., by competent authority1371. Application of Irish market abuse law to certain marketsChapter 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 company1374. Application of section 225 to a traded company1375. Application of sections 279 and 280 to a traded company excluded1376. Application of sections 290(7)(b), 293 and 362 to a traded company1377. Certain exemptions from consolidation of financial statements not available to traded company1378. DAC or CLG that is a traded company may not file abridged financial statementsChapter 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 Regulations1382. Conviction on indictment of offences under transparency (regulated markets) law1383. Supplementary rules, etc., by competent authority1384. Application of transparency (regulated markets) law to certain marketsChapter 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 appliesPart 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 companies1388. Application of Part 17 to investment companies1389. Adaptation of certain provisions of UCITS RegulationsChapter 2 Incorporation and registration (ss. 1390-1397)1390. Way of forming an investment company1391. Investment company to carry on activity in the State1392. The form of an investment company's constitution1393. Supplemental provisions in relation to constitution and continuance in force of existing memorandum and articles1394. Status of existing investment company1395. Authorisation by Central Bank1396. Powers of Central Bank1397. Default of investment company or failure in performance of its investmentsChapter 3 Share capital (ss. 1398-1399)1398. Power of company to purchase own shares1399. Treatment of purchased sharesChapter 4 Financial statements (ss. 1400-1401A)1400. Statutory financial statements1400A. Modification of definition of "ineligible entities" in case of investment companies1401. Requirement for corporate governance statement and modification of certain provisions of Parts 5 and 6 as they apply to investment companies1401A. Filing of financial statements by investment companyChapter 5 Winding up (s. 1402)1402. Circumstances in which company may be wound up by the courtChapter 6 Restoration (s. 1403)1403. Restoration by the courtChapter 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 companiesChapter 8 Umbrella funds and sub-funds (ss. 1405-1407)1405. Segregated liability of investment company sub-funds1406. Requirements to be complied with by, and other matters respecting, an umbrella fund to which section 1405(1) applies1407. Further matters respecting an umbrella fund to which section 1405(1) appliesChapter 9 Migration of funds (ss. 1408-1415)1408. Definitions (Chapter 9)1409. "Registration documents" - meaning1410. Continuation of foreign investment company1411. Supplemental provisions in relation to section 14101412. Definitions for the purposes of de-registration provisions contained in sections 1413 and 14141413. De-registration of companies when continued under the law of place outside the State1414. Supplemental provisions in relation to section 14131415. Statutory declaration as to solvencyPart 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 Denmark1418. Purpose of sections 1419 to 14281419. Registration of judgments given in insolvency proceedings1420. Publication in relation to insolvency proceedings outside State1421. Registration of insolvency judgments1422. Enforcement in State of insolvency judgments1423. Interest on insolvency judgments and payment of costs1424. Currency of payments under enforceable insolvency judgments1425. Preservation measures1426. Venue1427. Language of claims in relation to insolvency proceedings outside State1428. Non-recognition or non-enforcement of judgmentsChapter 1A Provisions concerning bank recovery and resolution (s. 1428A)1428A. Priority of payments in a winding upChapter 2 Other miscellaneous provisions (ss. 1429-1448)1429. Deemed consent to disclosure with respect to interest in shares or debentures acquired1430. Extension of Chapter 1 of Part 9 to any company liable to be wound up1431. Application of sections 113 to 115 to bodies corporate generally1432. Saving for enactments providing for winding up under certain former Companies Acts1433. Application of section 405 to every type of company and society1434. Restriction of section 58 of the Solicitor's Act 19541435. Prohibition of partnerships with more than 20 members1436. Prohibition of banking partnership with more than 10 members1437. Signing of statutory financial statements in case of credit institution registered after 15 August 18791438. Audit by Comptroller and Auditor General of companies not trading for gain1439. Application of sections 1402 and 1403 to companies that are UCITS1440. Relationship between Chapters 1 and 2 of Part 9 and Irish Takeover Panel Act 19971441. Eligibility to act as public auditor1442. Certain captive insurers and re-insurers: exemption from requirement to have audit committee1443. Assurance company holding shares in its holding company1444. Realised profits of assurance companies1445. Amendment of section 30 of Multi-Unit Developments Act 20111446. Provision as to names of companies formed pursuant to statute1447. Disapplication of section 7 of Official Languages Act 20031448. Provision in respect of certain discretion afforded by Commission Decision 2011/30/EUPart 26 Payments to Governments (ss. 1449-1460)Chapter 1 Preliminary (s. 1449)1449. InterpretationChapter 2 Obligation to prepare payment reports (ss. 1450-1451)1450. Obligation to prepare entity report on payments to governments1451. Obligation to prepare a consolidated payment reportChapter 3 Content of payment reports (ss. 1452-1453)1452. Content of entity payment report1453. Content of consolidated payment reportChapter 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 undertaking1455. Exemption from preparation where company is subject to equivalent reporting requirements1456. Exemption from preparation where holding undertaking or higher holding undertaking is subject to equivalent reporting requirements1457. Certain undertakings exempt from inclusion in a consolidated payment reportChapter 5 Approval and signing of payment reports (s. 1458)1458. Approval and signing of entity payment reports and consolidated payment reportsChapter 6 Publication of payment reports (ss. 1459-1460)1459. Delivery of copy of entity payment reports and consolidated payment reports to Registrar1460. Delivery of copy of entity payment reports and consolidated payment reports prepared under equivalent reporting requirements to RegistrarPart 27 Statutory Audits (ss. 1461-1584)Chapter 1 Preliminary and interpretation (ss. 1461-1463)1461. Interpretation (Part 27 and Schedules 19 and 20)1462. Savings1463. ApplicationChapter 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 State1466. Restriction as to persons who may carry out statutory audits1467. Restriction on acting as statutory auditor1468. Restriction on acting as statutory audit firm1469. Offence for contravening section 1466, 1467 or 14681470. Conditions for approval as statutory auditor1471. Transitional provisions applicable to certain deemed approvals under Regulation 44 of 2016 Audits Regulations1472. Appropriate qualification for purpose of section 1470(a)1473. Conditions for approval as statutory audit firm1474. Powers of Director1475. Evidence in prosecutions under section 1474Chapter 3 Aptitude test (ss. 1476-1478)1476. Aptitude test to be passed1477. Scope of aptitude test1478. Adequate standards to be applied in administration of aptitude testChapter 4 Withdrawal of approval ( ss. 1479-1483)1479. Grounds for mandatory withdrawal of approval in case of statutory auditor1480. Grounds for mandatory withdrawal in case of statutory audit firm1481. Appeals against withdrawal of approval1482. Certain persons to be notified of withdrawal of approval1483. Other persons to be notified of withdrawal of approvalChapter 5 Public register (ss. 1484-1488A)1484. Public register1485. Notification of information to Registrar1486. Prohibition on certain acts unless registered1487. Obligation of statutory auditor or audit firm to notify certain information1488. Information shall be signed1488A. Accessibility of information on ESAP (Audit Directive, duties of Registrar)Chapter 6 Standards for statutory auditors (ss. 1489-1493)1489. Continuing education1490. Professional ethics1491. Independence, objectivity and professional scepticism1492. Standards for purposes of sections 1489 to 14911493. Arrangements for enforcement of standardsChapter 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 place1496. Organisation of quality assurance system1497. Quality assurance review deemed to include individual auditors in certain cases1498. Right of recognised accountancy body as regards professional disciplineChapter 8 Investigations and sanctions (ss. 1499-1502)1499. System of investigation and penalties1500. Privileges, etc.1501. Duty of each recognised accountancy body with regard to sanctions1502. Scope of penalties and publicity in relation to their impositionChapter 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 contravention1505. Appeal against relevant decision1506. Sanctions which Supervisory Authority may impose on specified person1507. Relevant circumstances to be considered in imposing relevant sanctions on specified person1508. Publication of relevant sanction imposed on specified person, etc.1509. Limitations on imposing monetary sanctions on specified person1510. Specified person not to be liable to be penalised twice for same relevant contravention1511. Appeals to and orders of High Court, including orders confirming relevant decisions of Supervisory AuthorityChapter 10 Appointment of statutory auditors or audit firms (ss. 1512-1516)1512. Prohibition of contractual clauses restricting choice of auditors1513. Selection procedures for statutory auditors or audit firms by public-interest entities1514. Appointment of statutory auditors or audit firms by public-interest entities - informing the Supervisory Authority1515. Removal of statutory auditors or audit firms by public-interest entities supplementary provisions1516. Directors' report to include date of last appointment of statutory auditor or audit firmChapter 11 Confidentiality and professional secrecy (ss. 1517-1525)1517. Rules of confidentiality to apply1518. Supplemental provisions in relation to section 15171519. Saving1520. Rules of confidentiality in relation to entities in third countries1521. Incoming statutory auditor or audit firm to be afforded access to information1522. Access by recognised accountancy body to audit documents1523. Access by Supervisory Authority to information and documents held by recognised accountancy bodies or relevant persons1524. Professional privilege1525. No liability for acts done in compliance with obligations imposed by relevant provisionsChapter 12 Auditing standards and audit reporting (ss. 1526-1530)1526. Auditing standards to be applied1527. Audit of group accounts responsibility of group auditor1528. Further responsibility of group auditor1529. Additional report to audit committee1530. Auditors' reporting obligations under Article 12 of Regulation (EU) No 537/2014Chapter 13 Record keeping (s. 1531)1531. Record keepingChapter 13A European single access point (ESAP) (s. 1531A)1531A. Accessibility of information on ESAPChapter 14 Objectivity (s. 1532)1532. Future viabilityChapter 15 Independence (ss. 1533-1550)1533. Requirement for independence general1534. Professional scepticism1535. Prohibited relationships specific provisions to secure independence1536. Prohibited relationships financial or beneficial interest1537. Prohibited relationships mergers and acquisitions1538. Threats to independence and other information to be recorded1539. Preparation for statutory audit and assessment of threats to independence1540. Non-intervention by certain persons in execution of audit1541. Internal organisation of statutory auditors and audit firms1542. Organisation of work of statutory auditors and audit firms1543. Organisation of work of statutory auditors and audit firms audit files1544. Restrictions with regard to fees1545. Restrictions with regard to fees exemption on exceptional basis1546. Rotation of key audit partner in cases of public-interest entities1547. Moratorium on taking up certain positions in audited undertakings or public-interest entities1548. Rotation of statutory auditor and audit firms in case of public-interest entities extension1549. Rotation reports by statutory auditor and audit firm in case of public-interest entities1550. Provision of certain prohibited non-audit services by auditors of public-interest entitiesChapter 16 Audit committees (s. 1551)1551. Audit committees for public-interest entitiesChapter 17 Cooperation with other Member States (ss. 1552-1566)1552. Cooperation with other Member States1553. Specific requirements with regard to cooperation1554. Confidentiality of information1555. Supplemental provisions in relation to section 15541556. Obligation to supply information required for certain purposes and saving concerning confidential information1557. Obligation of Supervisory Authority or recognised accountancy body to gather information1558. Application of section 1554 to certain information1559. Requesting authority to be notified if its request not complied with1560. Grounds for refusing request for information1561. Use to which information may be put1562. Counterpart authority to be notified of non-compliance with Audit Directive and Regulation (EU) No 537/20141563. Counterpart authority may be requested to carry out investigation1564. Duty of Supervisory Authority or recognised accountancy body to take certain action1565. Due consideration to be given to counterpart authority's request for investigation1566. Grounds for refusing request for investigationChapter 18 Mutual recognition of regulatory arrangements between Member States (s. 1567)1567. Mutual recognition of regulatory arrangements between Member StatesChapter 19 Transfer of audit working papers, etc., to third-country competent authorities (ss. 1568-1571)1568. Transfer of audit documentation to third-country competent authority1569. Derogation from section 1568 in exceptional cases1570. Particulars of working arrangements to be notified1571. Joint inspectionsChapter 20 International aspects (s. 1572)1572. Approval of third-country auditorChapter 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 entities1574. Exemption from quality assurance1575. Removal of third-country auditor or third-country audit entity registered in accordance with section 1573 from public register1576. Audit by non-registered auditor or audit entity consequence1577. Conditions for registration of third-country auditor or third-country audit entity1578. Supervisory Authority may assess matter of equivalence for purposes of section 1577(2)(c)1579. Certain fees chargeable by Supervisory Authority1580. Exemptions in case of equivalence1581. Investigations and sanctionsChapter 22 Savings for disciplinary proceedings in being (ss. 1582-1584)1582. Savings for disciplinary proceedings in being 2010 Audits Regulations1583. Savings for disciplinary proceedings in being 2016 Audits Regulations1584. Savings for disciplinary proceedings in being prescribed accountancy bodiesPart 28 Sustainability Reporting (ss. 1585-1648)Chapter 1 Preliminary and general (ss. 1585-1588)1585. Interpretation - Part 281586. Definition of 'applicable company'1587. Application of Part1588. Non-application to certain financial products and undertakingsChapter 2 Sustainability reporting (ss. 1589-1601)1589. Key intangible resources1590. Sustainability reporting1591. Consultation with employees' representatives1592. Derogation from section 1590 for certain applicable companies1593. Deemed compliance with section 327(3)(b)1594. Exemption from section 1590 for certain subsidiaries1595. Conditions to be met for exemption in section 15941596. Consolidated sustainability reporting1597. Consultation with employees' representatives1598. Exemption from section 1596 for certain subsidiaries1599. Conditions for exemption in section 15981600. Single electronic reporting format of directors' report of applicable companies1601. Documents to be annexed to annual return: applicable companiesChapter 3 Sustainability reporting concerning third-country undertakings (ss. 1602-1607)1602. Interpretation - Chapter 31603. Sustainability reporting for applicable subsidiaries and applicable branches1604. Documents to be annexed to annual return: applicable subsidiaries1605. Documents to be delivered to Registrar: applicable branches1606. Responsibility for drawing-up, publishing and making accessible sustainability reports concerning third-country undertakings1607. Transitional provisionsChapter 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 reporting1610. Assurance standards to be applied1611. Organisation of work of statutory auditors and audit firms when carrying out assurance of sustainability reporting1612. Organisation of work of statutory auditors and audit firms-assurance files1613. Assurance report on sustainability reporting1614. Assurance of consolidated sustainability reporting1615. Further responsibility of group auditor in relation to assurance of sustainability reporting1616. Audit committees for public-interest entities - responsibilities in relation to assurance of sustainability reporting1617. Resolution for accredited third party to prepare report on certain elements of sustainability reporting1618. Prohibited non-audit services in case of assurance of sustainability reporting of public-interest entity1619. Restrictions with regard to fees1620. Confidentiality and professional secrecy1621. Independence, objectivity and professional scepticism1622. Irregularities1623. Removal or resignation of statutory auditors from carrying out assurance of sustainability reporting1624. Removal of statutory auditors from carrying out assurance of sustainability reporting of public-interest entities1625. Notification to Supervisory Authority of certain matters regarding cessation of officeChapter 5 Approval to carry out assurance of sustainability reporting (ss. 1626-1639)1626. Approval to carry out assurance of sustainability reporting1627. Conditions for approval to carry out assurance of sustainability reporting as statutory auditor1628. Appropriate qualification for purpose of section 1627(a)1629. Aptitude test to be passed1630. Scope of aptitude test1631. Adequate standards to be applied in administration of aptitude test1632. Conditions for approval to carry out assurance of sustainability reporting as a statutory audit firm1633. Basis on which audit firms approved in other Member States may carry out assurance of sustainability reporting in State1634. Restriction as to persons who may carry out assurance of sustainability reporting1635. Transitional provisions relating to approval of certain statutory auditors1636. Public register1637. Notification of information to Registrar1638. Continuing education1639. Withdrawal of approval under this PartChapter 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 reporting1641. Registration of third-country audit firms and third-country audit entities for assurance of sustainability reportingChapter 7 Quality assurance and oversight of statutory auditors carrying out assurance of sustainability reporting (ss. 1642-1648)1642. System of quality assurance1643. Organisation of quality assurance system1644. Quality assurance review deemed to include individual auditors in certain cases1645. Right of recognised accountancy body as regards professional discipline1646. System of investigation and penalties1647. Co-operation and mutual recognition of regulatory arrangements between Member States1648. Transfer of assurance working papers etc. to third-country competent authoritiesPart 29 European single access point (ESAP) (ss. 1649-1650)1649. Interpretation - Part 291650. Accessibility of information on ESAPSchedule 1 Form of constitution of private company limited by sharesSchedule 2 Repeals and RevocationsSchedule 2, Part 1 Acts of the Oireachtas RepealedSchedule 2, Part 2 Statutory Instruments RevokedSchedule 3 Accounting Principles, Form and Content of Entity Financial StatementsSchedule 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 RegimeSchedule 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 RegimeSchedule 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 StatementsSchedule 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 RegimeSchedule 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 SharesSchedule 8 Form of Constitution of designated activity company limited by guaranteeSchedule 9 Form of Constitution of public limited companySchedule 10 Form of Constitution of company limited by guarenteeSchedule 11 Form of Constitution of Private Unlimited Company Having a Share CapitalSchedule 12 Form of constitution of public unlimited company having a share capitalSchedule 13 Form of Constitution of Public Unlimited Company not Having a Share CapitalSchedule 14 Provisions Applied to Unregistered CompaniesSchedule 15 Repeals and revocation in relation to unregistered companiesSchedule 15, Part 1 Statutes RepealedSchedule 15, Part 2 Instruments or Charters RevokedSchedule 16 Form of Constitution of Investment CompanySchedule 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 1449Schedule 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 467. Directors' explanatory report

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Version status: In force | Document consolidation status: Updated to reflect all known changes
Version date: 1 June 2015 - onwards
Version 2 of 2

467. Directors' explanatory report

(1) Except in the case of a merger by absorption and subject to subsection (4), a separate written report (the "explanatory report") shall be prepared in respect of each of the merging companies by the directors of each such company.

(2) The explanatory report shall at least give particulars of, and explain -

(a) the common draft terms of merger, and

(b) the legal and economic grounds for and implications of the common draft terms of merger with particular reference to the proposed share exchange ratio, organisation and management structures, recent and future commercial activities and the financial interests of the holders of the shares and other securities in the company.

(3) On the explanatory report being prepared in relation to a company, the board of directors of it shall approve the report in writing.

(4) This section shall not apply if the following condition is, or (as appropriate) the following 2 conditions are, satisfied:

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