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Version status: Repealed | Document consolidation status: Updated to reflect all known changes
Published date: 22 December 1990

Companies Act, 1990 (No. 33)

Comparing proposed amendment...
Introductory Text
Acts Referred to
Part I Preliminary (ss. 1-6)
Repealed
1. Short title, collective citation and construction.
Repealed
2. Commencement.
Repealed
3. Interpretation.
Repealed
4. Periods of time.
Repealed
5. Orders.
Repealed
6. Repeals.
Part II Investigations (ss. 7-24)
Repealed
7. Investigation of company's affairs.
Repealed
8. Investigation of company's affairs on application of Minister.
Repealed
9. Power of inspectors to extend investigation into affairs of related companies.
Repealed
10. Production of documents and evidence on investigation.
Repealed
11. Inspectors' reports.
Repealed
12. Proceedings on inspectors' report.
Repealed
13. Expenses of investigation of company's affairs.
Repealed
14. Appointment and powers of inspectors to investigate ownership of company.
Repealed
15. Power to require information as to persons interested in shares or debentures.
Repealed
16. Power to impose restrictions on shares or debentures.
Repealed
17. Extension of powers of investigation to certain bodies incorporated outside the State.
Repealed
18. Admissibility in evidence of certain matters.
Repealed
19. Power of Director to require production of documents.
Repealed
19A. Concealing facts disclosed by documents.
Repealed
20. Entry and search of premises.
Repealed
20A. Provisions catering for certain contingencies concerning designated officers.
Repealed
21. Provision for security of information.
Repealed
22. Inspectors' reports to be evidence.
Repealed
23. Saving for privileged information.
Repealed
23A. Assistance to overseas company law authorities.
Repealed
24. Power to make supplementary regulations.
Part III Transactions Involving Directors (ss. 25-52)
Preliminary (ss. 25-27)
Repealed
25. Interpretation of Part III.
Repealed
26. Connected persons.
Repealed
27. Shadow directors.
Particular transactions involving conflict of interest (ss. 28-40)
Repealed
28. Contracts of employment of directors.
Repealed
29. Substantial property transactions involving directors, etc.
Repealed
30. Penalisation of dealing by director of a company in options to buy or sell certain shares in, or debentures of, the company or associated companies.
Repealed
31. Prohibition of loans, etc. to directors and connected persons.
Repealed
32. Arrangements of certain value.
Repealed
33. Reduction in amount of company's relevant assets.
Repealed
34. Exceptions to section 31 in certain circumstances.
Repealed
35. Transactions with holding company.
Repealed
36. Directors' expenses.
Repealed
37. Business transactions.
Repealed
38. Civil remedies for breach of section 31.
Repealed
39. Personal liability for company debts in certain cases.
Repealed
40. Criminal penalties for breach of section 31.
Disclosure of transactions involving directors and others (ss. 41-47)
Repealed
41. Substantial contracts, etc., with directors and others to be disclosed in accounts.
Repealed
42. Particulars required to be included in accounts by section 41.
Repealed
43. Particulars of amounts outstanding to be included in accounts.
Repealed
44. Further provisions relating to licensed banks.
Repealed
45. Arrangements excluded from sections 41 and 44.
Repealed
46. Duty of auditors of company in breach of section 41 or 43.
Repealed
47. Disclosure by directors of interests in contracts, etc.
Supplemental (ss. 48-52)
Repealed
48. Power to alter financial limits under Part III.
Repealed
49. Cessation of section 192 of Principal Act.
Repealed
50. Inspection of directors' service contracts.
Repealed
51. Register of directors and secretaries.
Repealed
52. Directors to have regard to interests of employees.
Part IV Disclosure of Interests in Shares (ss. 53-106)
Chapter 1 Share Dealings by Directors, Secretaries and their Families (ss. 53-66)
Repealed
53. Obligation of director or secretary to notify interests in shares or debentures of company.
Repealed
54. Nature of an interest within section 53.
Repealed
55. Interests to be disregarded.
Repealed
56. Periods within which obligations under section 53 must be discharged.
Repealed
57. Circumstances in which obligation under section 53 is not discharged.
Repealed
58. Other provisions relating to notification.
Repealed
59. Register of interests.
Repealed
60. Provisions relating to register.
Repealed
61. Removal of entries from register.
Repealed
62. Entries, when not to be removed.
Repealed
63. Disclosure of interests in directors' report.
Repealed
64. Extension of section 53 to spouses or civil partner within the meaning of the Civil Partnership and Certain Rights and Obligations of Cohabitants Act 2010 and children.
Repealed
65. Duty of company to notify stock exchange.
Repealed
66. Investigation of share dealing.
Chapter 2 Individual and Group Acquisitions (ss. 67-96)
Repealed
67. Obligation of disclosure and the cases in which it may arise.
Repealed
68. Interests to be disclosed.
Repealed
69. "Percentage level" in relation to notifiable interests.
Repealed
70. The notifiable percentage.
Repealed
71. Particulars to be contained in notification.
Repealed
72. Notification of interests.
Repealed
73. Agreement to acquire interests in a public limited company.
Repealed
74. Obligation of disclosure arising under section 73.
Repealed
75. Obligation of persons acting together to keep each other informed.
Repealed
76. Interests in shares by attribution.
Repealed
77. Interests in shares which are to be notified.
Repealed
78. Interests to be disregarded.
Repealed
79. Other provisions relating to notification.
Repealed
80. Register of interests in shares.
Repealed
81. Company investigations.
Repealed
82. Registration of interests disclosed under section 81.
Repealed
83. Company investigations on requisition by members.
Repealed
84. Company report to members.
Repealed
85. Penalty for failure to provide information.
Repealed
86. Removal of entries from register.
Repealed
87. Entries, when not to be removed.
Repealed
88. Inspection of register and reports.
Repealed
89. The 1988 Directive.
Repealed
90. Provisions as to interpretation.
Repealed
91. Obligation to notify certain interests to the Exchange.
Repealed
92. Duty of relevant authority to report to Director.
Repealed
93. Application and amendment of the 1984 Regulations.
Repealed
94. Obligation of professional secrecy.
Repealed
95. Immunity from suit.
Repealed
96. Co-operation between authorities in Member States.
Chapter 3 Disclosure Orders: Companies other than Public Limited Companies (ss. 97-104)
Repealed
97. Application of Chapter 3.
Repealed
98. Disclosure order.
Repealed
99. Procedure on application for disclosure order.
Repealed
100. Scope of disclosure order.
Repealed
101. Powers of court.
Repealed
102. Notice of disclosure order.
Repealed
103. Information disclosed under order.
Repealed
104. Civil consequences of contravention of disclosure order.
Chapter 4 General provisions about share registers etc. (ss. 105-106)
Repealed
105. Power to alter maximum inspection etc. charges.
Repealed
106. Transitional provisions.
Part V Insider Dealing (ss. 107-121)
Repealed
107. Interpretation.
Repealed
108. Unlawful dealings in securities by insiders.
Repealed
109. Civil liability for unlawful dealing.
Repealed
110. Exempt transactions.
Repealed
111. Criminal liability for unlawful dealing.
Repealed
112. Restriction on dealing.
Repealed
113. Duty of agents in relation to unlawful dealing.
Repealed
114. Penalties for offences under this Part.
Repealed
115. Duty of recognised stock exchange in relation to unlawful dealing.
Repealed
116. Co-operation with other authorities outside the State.
Repealed
117. Authorised persons.
Repealed
118. Obligation of professional secrecy.
Repealed
119. Extension of Council Directive 79/279/EEC.
Repealed
120. Annual report of recognised stock exchange.
Repealed
121. Power of Minister to make supplementary regulations.
Part VI Winding Up and Related Matters (ss. 122-148)
Registration of Charges (s. 122)
Repealed
122. Amendment of section 99 of the Principal Act.
Winding Up by the Court (ss. 123-127)
Repealed
123. Amendment of sections 214 and 345 of Principal Act.
Repealed
124. Amendment of section 231 of the Principal Act.
Repealed
125. No lien over company's books, records, etc.
Repealed
126. Power of court to summon persons for examination.
Repealed
127. Order for payment or delivery of property against person examined under section 245 of Principal Act.
Declaration of Solvency (s. 128)
Repealed
128. Statutory declaration of solvency in case of proposal to wind up voluntarily.
Provisions applicable to a Members' Voluntary Winding Up (s. 129)
Repealed
129. Duty of liquidator to call creditors' meeting if he is of opinion that company is unable to pay its debts.
Provisions applicable to a Creditors' Voluntary Winding Up (ss. 130-131)
Repealed
130. Amendment of section 266 of the Principal Act.
Repealed
131. Creditors' voluntary winding up.
Provisions applicable to every Voluntary Winding Up (ss. 132-133)
Repealed
132. Amendment of section 275 of the Principal Act.
Repealed
133. Consent to appointment as liquidator and notification of appointment.
Provisions applicable to every Winding Up (ss. 134-145)
Repealed
134. Preferential payments in a winding up.
Repealed
135. Fraudulent preference.
Repealed
136. Circumstances in which floating charge is invalid.
Repealed
137. Criminal liability of persons concerned for fraudulent trading of company.
Repealed
138. Civil liability of persons concerned for fraudulent or reckless trading of company.
Repealed
139. Power of the court to order the return of assets which have been improperly transferred.
Repealed
140. Company may be required to contribute to debts of related companies.
Repealed
141. Pooling of assets of related companies.
Repealed
142. Amendment of section 298 of the Principal Act.
Repealed
143. Amendment of section 299 of the Principal Act.
Repealed
144. Duty of liquidators and receivers to include certain information in returns etc.
Repealed
145. Penalty for default of receiver or liquidator in making certain accounts and returns.
Supplementary Provisions (ss. 146-148)
Repealed
146. Disqualification for appointment as liquidator.
Repealed
147. Disclosure of interest by creditors etc. at creditors' meetings.
Repealed
148. Extension of power of court to assess damages against directors.
Part VII Disqualifications and Restrictions: Directors and other Officers (ss. 149-169)
Chapter 1 Restriction on Directors of Insolvent Companies (ss. 149-158)
Repealed
149. Application of Chapter I.
Repealed
150. Restriction.
Repealed
151. Duty of liquidator under this Chapter.
Repealed
152. Relief.
Repealed
153. Register of restricted persons.
Repealed
154. Application of this Chapter to receivers.
Repealed
155. Restrictions on company to which section 150(3) applies.
Repealed
156. Requirements as to shares allotted by a company to which section 155 applies.
Repealed
157. Relief for a company in respect of prohibited transactions.
Repealed
158. Power to vary amounts mentioned in section 150(3).
Chapter 2 Disqualification Generally (ss. 159-160)
Repealed
159. Interpretation of Chapters 2 and 3.
Repealed
160. Disqualification of certain persons from acting as directors or auditors of or managing companies.
Chapter 3 Enforcement (ss. 161-169)
Repealed
161. Penalty for acting contrary to the provisions of Chapter 1 or 2.
Repealed
162. Period of disqualification order to which person is deemed to be subject.
Repealed
163. Civil consequences of acting contrary to the provisions of Chapter 1 or 2.
Repealed
164. Penalty for acting under directions of disqualified person.
Repealed
165. Civil consequences of acting under directions of disqualified person.
Repealed
166. Information to be given by directors to the court.
Repealed
167. Information to be supplied to registrar of companies.
Repealed
168. Register of persons subject to disqualification orders.
Repealed
169. Prohibition of undischarged bankrupts acting as directors or other officers of companies.
Part VIII Receivers (ss. 170-179)
Repealed
170. Disqualification for appointment as receiver.
Repealed
171. Amendment of section 316 of the Principal Act.
Repealed
172. Duty of receiver selling property to get best price reasonably obtainable.
Repealed
173. Amendment of section 320 of the Principal Act.
Repealed
174. Consequences of contravention of section 319 or 320 of the Principal Act.
Repealed
175. Removal of receiver.
Repealed
176. Court may determine or limit receivership on application of liquidator.
Repealed
177. Resignation of receiver.
Repealed
178. Application of section 139 to receivers.
Repealed
179. Application of section 299(2), (4) and (5) of the Principal Act to receivers.
Part IX Companies under Court Protection (ss. 180-181)
Repealed
180. Amendments to the Companies (Amendment) Act, 1990.
Repealed
181. Further amendments to the Companies (Amendment) Act, 1990.
Part X Accounts and Audit (ss. 182-205F)
Repealed
182. Interpretation of Part X.
Repealed
183. Appointment and removal of auditors.
Repealed
184. Resolutions relating to appointment and removal of auditors and rights of auditors who have been removed.
Repealed
185. Resignation of auditors.
Repealed
186. Requisitioning of general meeting of company by resigning auditor.
Repealed
187. Qualification for appointment as auditor.
Repealed
188. Persons undergoing training on 1 January, 1990.
Repealed
189. Approval of qualifications obtained outside the State.
Repealed
190. Consultation by Supervisory Authority regarding standards and qualifications.
Repealed
191. Recognition of body of accountants.
Repealed
192. Provisions in relation to recognitions and authorisations by Minister under section 187.
Repealed
192A. Statutory backing for disciplinary procedures of prescribed accountancy bodies.
Repealed
193. Auditors' report and right of access to books and of attendance and audience at general meetings.
Repealed
194. Duty of auditors if proper books of account not being kept.
Repealed
195. Prohibition on acting in relation to audit while disqualification order in force.
Repealed
196. Powers of auditors in relation to subsidiaries.
Repealed
197. Penalty for false statements to auditors.
Repealed
198. Register of auditors.
Repealed
199. Transitional provisions concerning register.
Repealed
200. Duty to keep registrar informed.
Repealed
201. Power to make supplementary regulations.
Repealed
202. Keeping of books of account.
Repealed
203. Liability of officers of company to penalty where proper books of account not kept.
Repealed
204. Personal liability of officers of company where proper books of account not kept.
Repealed
205. Commencement of Part X.
Repealed
205A. Accounting standards.
Repealed
205B. Audit committee.
Repealed
205C. Disclosure of accounting policies.
Repealed
205D. Disclosure of remuneration for audit, audit-related and non-audit work.
Repealed
205E. Directors' compliance statement and related statement.
Repealed
205F. Auditor's review of compliance statement and related statements.
Part XI Acquisition of Own Shares and Shares in Holding Company ( ss. 206-234)
Repealed
206. Interpretation.
Repealed
207. Power to issue redeemable shares.
Repealed
208. Cancellation of shares on redemption.
Repealed
209. Treasury shares.
Repealed
210. Power to convert shares into redeemable shares.
Repealed
211. Power of company to purchase own shares.
Repealed
212. Off-market and market purchases.
Repealed
213. Authority for off-market purchase.
Repealed
214. Contingent purchase contract.
Repealed
215. Authority for market purchase.
Repealed
216. Duration of authority granted by public limited companies to purchase own shares.
Repealed
217. Assignment or release of company's right to purchase own shares.
Repealed
218. Incidental payments with respect to purchase of own shares.
Repealed
219. Effect of company's failure to redeem or purchase.
Repealed
220. Redemption of existing redeemable preference shares.
Repealed
221. Construction of references to redeemable preference shares.
Repealed
222. Retention and inspection of documents.
Repealed
223. Application of section 108(6) to dealings by company in its own securities.
Repealed
224. Holding by subsidiary of shares in its holding company.
Repealed
225. Civil liability for improper purchase in holding company.
Repealed
226. Return to be made to registrar.
Repealed
226A. Duty of company to publish particulars of overseas market purchase.
Repealed
227. Amendment of section 89 of the Principal Act.
Repealed
228. Regulations as to purchase of shares.
Repealed
229. Duty of company to notify stock exchange.
Repealed
230. Duty of stock exchange in relation to unlawful purchases.
Repealed
231. Amendments to the Principal Act in respect of share capital.
Repealed
232. Amendments to the Act of 1983.
Repealed
233. Amendments to the Companies (Amendment) Act, 1986.
Repealed
234. Offences under this Part.
Part XII General (ss. 235-251)
Repealed
235. Amendment of section 2 of the Principal Act.
Repealed
236. Qualifications of secretary of public limited company.
Repealed
237. Qualifications of liquidators and receivers.
Repealed
238. Amendment of section 61 of the Principal Act.
Repealed
239. Power to make regulations for transfer of securities.
Repealed
240. Offences.
Repealed
240A. Court in which proceedings for certain offences may be brought.
Repealed
241. Offences by certain bodies.
Repealed
242. Furnishing false information.
Repealed
243. Penalisation of destruction, mutilation or falsification of documents.
Repealed
244. Increase of penalties.
Repealed
245. Amendment of section 12 of Companies (Amendment) Act, 1982.
Repealed
246. Restoration to register of company struck off.
Repealed
247. System of classification of information.
Repealed
248. Delivery to the registrar of documents in legible form.
Repealed
249. Delivery to the registrar of documents otherwise than in legible form.
Repealed
249A. Power to reject documents sent for registration and amendments consequential on that section's insertion.
Repealed
250. Amendment of section 377 of, and Ninth Schedule to, the Principal Act.
Repealed
251. Application of certain provisions to companies not in liquidation.
Part XIII Investment Companies (ss. 252-262)
Repealed
252. Interpretation of this Part.
Repealed
253. Share capital of investment companies.
Repealed
254. Power of company to purchase own shares.
Repealed
255. Treatment of purchased shares.
Repealed
256. Authorisation by Central Bank.
Repealed
256A. Segregated liability of investment company sub-funds.
Repealed
256B. Notice to creditors of special resolution under section 256A.
Repealed
256C. Application to court opposing special resolution under section 256A.
Repealed
256D. Appeal from court order under section 256C.
Repealed
256E. Requirements to be complied with by, and other matters respecting, an umbrella fund to which section 256A applies.
Repealed
256F. Continuation of foreign investment companies.
Repealed
256G. De-registration of companies when continued under the law of place outside the State.
Repealed
256H. Statutory declarations.
Repealed
257. Powers of Central Bank.
Repealed
258. Adaptation of certain provisions of UCITS Regulations.
Repealed
259. Default of investment company or failure in performance of its investments.
Repealed
260. Amendment and restriction of certain provisions of Companies Acts.
Repealed
260A. Application of section 148 of Principal Act.
Repealed
261. Power to make supplementary regulations.
Repealed
262. Offences.
Repealed
Schedule - Provisions Substituted for Ninth Schedule to Principal Act