Contents
- Part 1 Preliminary and general17 changes
- Part 2 Incorporation and registration11 changes
- Part 3 Share capital, shares and certain other instruments30 changes
- Part 4 Corporate governance40 changes
- Part 5 Duties of directors and other officers9 changes
- Part 6 Financial statements, annual return and audit142 changes
- Part 7 Charges and debentures2 changes
- Part 8 Receivers12 changes
- Part 9 Reorganisations, acquisitions, mergers and divisions8 changes
- Part 10 Examinerships31 changes
- Part 10A 84 changes
- Part 11 Winding up93 changes
- Part 12 Strike off and restoration14 changes
- Part 13 Investigations40 changes
- Part 14 Compliance and enforcement36 changes
- Part 15 Functions of registrar and of regulatory and advisory bodies203 changes
- Part 16 Designated activity companies12 changes
- Part 17 Public limited companies69 changes
- Part 18 Guarantee companies9 changes
- Part 19 Unlimited companies15 changes
- Part 20 Re-registration1 change
- Part 21 External companies4 changes
- Part 22 Unregistered companies and joint stock companies4 changes
- Part 23 Public offers of securities, financial reporting by traded companies, prevention of market abuse, etc.27 changes
- Part 24 Investment companies4 changes
- Part 25 Miscellaneous6 changes
- Part 26 Payments to governments12 changes
- Part 27 Statutory Audits132 changes
- Part 28 Sustainability reporting76 changes
- Schedule 1 Form of constitution of private company limited by shares
- Schedule 2 Repeals and revocations
- Schedule 3 Accounting principles, form and content of entity financial statements1 change
- Schedule 3A Accounting principles, form and content of entity financial statements of a company qualifying for the small companies regime1 change
- Schedule 3B Accounting principles, form and content of financial statements of a company qualifying for the micro companies regime1 change
- Schedule 4 ACCOUNTING PRINCIPLES, FORM AND CONTENT OF GROUP FINANCIAL STATEMENTS Section 294.1 change
- Schedule 4A Accounting principles, form and content of group financial statements for companies subject to the small companies regime1 change
- Schedule 5 List of companies for certain purposes of act (including, in particular, sections 142, 350, 362 and 510)2 changes
- Schedule 6 Further savings and transitional provisions3 changes
- Schedule 7 Form of constitution of designated activity company limited by shares
- Schedule 8 Form of constitution of designated activity company limited by guarantee
- Schedule 9 Form of constitution of public limited company
- Schedule 10 Form of constitution of company limited by guarantee
- Schedule 11 Form of constitution of private unlimited company having a share capital
- Schedule 12 Form of constitution of public unlimited company having a share capital
- Schedule 13 Form of constitution of public unlimited company not having a share capital
- Schedule 14 Provisions applied to unregistered companies
- Schedule 15 Repeals and revocation in relation to unregistered companies
- Schedule 16 Form of constitution of investment company
- Schedule 17 CONDITIONS TO BE SATISFIED FOR APPLICATION OF SEGREGATED LIABILITY TO SUB-FUNDS OF INVESTMENT COMPANY TRADING BEFORE 30 June 2005
- Schedule 18 Table of activities relevant to the definitions of "logging undertaking" and "mining or quarrying undertaking" in section 14491 change
- Schedule 19 Standards relating to training and qualifications for approval of individual as statutory auditor1 change
- Schedule 20 Information required, by chapter 5 of part 27, to be supplied and entered in public register1 change
- Schedule 21 Section 1110O1 change
- Schedule 22 Section 944C CORPORATE ENFORCEMENT AUTHORITY1 change
- Schedule 23 STANDARDS RELATING TO TRAINING AND QUALIFICATIONS FOR APPROVAL TO CARRY OUT ASSURANCE OF SUSTAINABILITY REPORTING Section 16281 change
- Schedule 24 ADDITIONAL INFORMATION REQUIRED TO BE SUPPLIED AND ENTERED IN PUBLIC REGISTER Section 16361 change
Contents
20,425 provisions, too many to show on one page. Open a part or section to read it with its history and connections, or search inside the text.
- Part 1 · Preliminary and general
- 1 Short title and commencement
- 2 Interpretation generally
- 3 Periods of time
- 4 Repeals and revocations
- 5 Savings and transitional provisions
- 6 Construction of references in other Acts to companies registered under Companies (Consolidation) Act 1908 and Act of 1963
- 7 Definition of “subsidiary”
- 8 Definitions of “holding company”, “wholly owned subsidiary” and “group of companies”
- 9 Act structured to facilitate its use in relation to most common type of company
- 10 Reference in Parts 2 to 14 to company to mean private company limited by shares
- 11 Construction of references to directors, board of directors and interpretation of certain other plural forms
- 12 Regulations and orders
- 12A Extension of interim period
- 13 Authentication of certain official documents
- 14 Expenses
- Part 2 · Incorporation and registration
- Chapter 1 Preliminary
- Chapter 2 Incorporation and consequential matters
- Chapter 3 Corporate capacity and authority
- Chapter 4 Contracts and other transactions
- Chapter 5 Company name, registered office and service of documents
- Chapter 6 Conversion of existing private company to private company limited by shares to which Parts 1 to 15 apply
- Part 3 · Share capital, shares and certain other instruments
- Part 4 · Corporate governance
- Chapter 1 Preliminary
- Chapter 2 Directors and secretaries
- Chapter 3 Service contracts and remuneration
- Chapter 4 Proceedings of directors
- Chapter 5 Members
- Chapter 6 General meetings and resolutions
- Chapter 7 Summary Approval Procedure
- Chapter 8 Protection for minorities
- Chapter 9 Form of registers, indices and minute books
- Chapter 10 Inspection of registers, provision of copies of information in them and service of notices
- Part 5 · Duties of directors and other officers
- Chapter 1 Preliminary and definitions
- Chapter 2 General duties of directors and secretaries and liabilities of them and other officers
- Chapter 3 Evidential provisions with respect to loans, other transactions, etc., between company and directors
- Chapter 4 Substantive prohibitions or restrictions on loans to directors and other particular transactions involving conflict of interest
- Chapter 5 Disclosure of interests in shares and debentures
- Chapter 6 Responsibilities of officers of company — provisions explaining what being “in default” means and presumption regarding that matter
- Chapter 7 Early warning tools
- Part 6 · Financial statements, annual return and audit
- Chapter 1 Preliminary
- Chapter 1A Qualification of company based on size of company
- Chapter 2 Accounting records
- Chapter 3 Financial year
- Chapter 4 Statutory financial statements
- Chapter 5 Group financial statements: exemptions and exclusions
- Chapter 6 Disclosure of directors’ remuneration and transactions
- Chapter 7 Disclosure required in notes to financial statements of other matters
- Chapter 8 Approval of statutory financial statements
- Chapter 9 Directors’ report
- Chapter 10 Obligation to have statutory financial statements audited
- Chapter 11 Statutory auditors’ report
- Chapter 12 Publication of financial statements
- Chapter 13 Annual return and documents annexed to it
- Chapter 14 Exclusions, exemptions and special arrangements with regard to public disclosure of financial information
- Chapter 15 Audit exemption
- Chapter 16 Special audit exemption for dormant companies
- Chapter 17 Revision of defective statutory financial statements
- Chapter 18 Appointment of statutory auditors
- Chapter 19 Rights, obligations and duties of statutory auditors
- Chapter 20 Removal and resignation of statutory auditors
- Chapter 21 Notification to Supervisory Authority of certain matters and auditors acting while subject to disqualification order
- Chapter 22 False statements — offence
- Chapter 23 Transitional
- Part 7 · Charges and debentures
- Part 8 · Receivers
- Part 9 · Reorganisations, acquisitions, mergers and divisions
- Part 10 · Examinerships
- Part 10A
- 558A Interpretation (Part 10A)
- 558B Requirements where eligible company wishes to avail of rescue plan
- 558C Process adviser to determine whether eligible company has reasonable prospect of survival
- 558D Process adviser to prepare report
- 558E Resolution to appoint process adviser
- 558F Process adviser’s duty to keep determination under section 558C under review
- 558G Duties of directors of eligible company in relation to process adviser
- 558H Process adviser’s duty to determine relevant court
- 558I Process adviser’s duty to seek provision of email addresses
- 558J Process adviser to give notice of appointment
- 558K Process adviser to give notice to employees, creditors, etc.
- 558L Notice to creditor where eligible company has excludable debt
- 558M Relevant court’s powers where receiver or provisional liquidator previously appointed
- 558N Relevant court’s power to stay proceedings or restrain further proceedings
- 558O Require-ments following giving of notice to creditor under section 558K
- 558P Repudiation, affirmation and variation of certain contracts
- 558Q Process adviser’s duty to prepare rescue plan
- 558R Further provision with respect to leases
- 558S Procedure where process adviser unable to prepare rescue plan
- 558T Process adviser’s duty to call meeting of members and creditors
- 558U Notice of meeting under section 558T
- 558V Proceedings at meeting under section 558T
- 558W Proxies
- 558X Supplemen-tal provisions in relation to section 558W
- 558Y Consideration by members and creditors of rescue plan
- 558Z Notification of approval of rescue plan
- 558ZA Process adviser’s report
- 558ZB Confirmation of rescue plan
- 558ZC Objection to rescue plan
- 558ZD Court hearing in case of objection
- 558ZE Supplemental provisions in relation to section 558ZD and section 558ZZ
- 558ZF Definitions (Chapter 7) and savings
- 558ZG Circumstances in relation to which subsequent provisions of Chapter have effect
- 558ZH General rule: liability of third person not affected by rescue plan
- 558ZI Enforcement by creditor of liability: restrictions in that regard unless certain procedure employed to benefit of third person
- 558ZJ Payment by third person to creditor post rescue period - statutory subrogation in favour of third person in certain circumstances
- 558ZK Conclusion of rescue period and termination of appointment of process adviser
- 558ZL Power of relevant court to revoke rescue plan where fraud
- 558ZM Power of relevant court to order the return of assets improperly transferred
- 558ZN Director’s power to examine books and records
- 558ZO Reporting to Director of Corporate Enforcement of misconduct by process advisers
- 558ZP Offence of acting as process adviser when unqualified
- 558ZQ Offence where director fails to disclose information or misleads process adviser
- 558ZR Prosecution of officers and members of company
- 558ZS Powers of process adviser
- 558ZT Production of documents and evidence
- 558ZU No lien over eligible company’s books, records, etc.
- 558ZV Power to deal with charged property etc.
- 558ZW Resignation of process adviser
- 558ZX General provisions as to process advisers - resignation, filling of vacancy, etc.
- 558ZY Process adviser: remuneration, costs and expenses
- 558ZZ Application to relevant court for review of remuneration etc. of process adviser
- 558ZAA Incurring of certain liabilities by process adviser
- 558ZAB Priority
- 558ZAC Effect on certain sections where application to relevant court
- 558ZAD Power to apply to relevant court for determination of questions or concerning exercise of powers
- 558ZAE Hearing of proceedings other than in public
- 558ZAF High Court’s power to remit proceedings to Circuit Court
- 558ZAG Representation of bodies corporate at meetings held under this Part
- 558ZAH Retention of records
- 558ZAI Service of notices
- 558ZAJ Regulations to remove difficulties
- Part 11 · Winding up
- Chapter 1 Preliminary and interpretation
- Chapter 2 Winding up by court
- Chapter 3 Members’ voluntary winding up
- Chapter 4 Creditors’ voluntary winding up
- Chapter 5 Conduct of winding up
- Chapter 6 Realisation of assets and related matters
- Chapter 7 Distribution
- Chapter 8 Liquidators
- Chapter 9 Contributories
- Chapter 10 Committee of inspection
- Chapter 11 Court’s powers
- Chapter 12 Provisions supplemental to conduct of winding up
- Chapter 13 General rules as to meetings of members, contributories and creditors of a company in liquidation
- Chapter 14 Completion of winding up
- Chapter 15 Provisions related to the Insolvency Regulation
- Chapter 16 Offences by officers of companies in liquidation, offences of fraudulent trading and certain other offences, referrals to D.P.P., etc.
- Part 12 · Strike off and restoration
- Part 13 · Investigations
- Part 14 · Compliance and enforcement
- Chapter 1 Compliance and protective orders
- Chapter 2 Disclosure orders
- Chapter 3 Restrictions on directors of insolvent companies
- Chapter 4 Disqualification generally
- Chapter 5 Disqualification and restriction undertakings
- Chapter 6 Enforcement in relation to disqualification and restriction
- Chapter 7 Provisions relating to offences generally
- Chapter 8 Provision for enforcement of section 27(1) and additional general offences
- Chapter 9 Evidential matters
- Part 15 · Functions of registrar and of regulatory and advisory bodies
- Chapter 1 Registrar of Companies
- Chapter 2 Irish Auditing and Accounting Supervisory Authority
- Chapter 3 Director of Corporate Enforcement
- Chapter 3A Corporate Enforcement Authority
- Chapter 3B Investigation of director or former director of public-interest entity to find whether such director has engaged in certain prohibited conduct, etc.
- Chapter 4 Company Law Review Group
- Part 16 · Designated activity companies
- Chapter 1 Preliminary and definitions
- Chapter 2 Incorporation and consequential matters
- Chapter 3 Share capital
- Chapter 3A Dematerialisation of applicable securities
- Chapter 4 Corporate governance
- Chapter 5 Financial statements, annual return and audit
- Chapter 6 Liability of contributories in winding up
- Chapter 7 Examinerships
- Chapter 7A Winding Up
- Chapter 8 Public offers of securities, prevention of market abuse, etc.
- Part 17 · Public limited companies
- Chapter 1 Preliminary and definitions
- Chapter 2 Incorporation and consequential matters
- Chapter 3 Share capital
- Chapter 4 Interests in shares: disclosure of individual and group acquisitions
- Chapter 5 Acquisition of own shares and certain acquisitions by subsidiaries
- Chapter 6 Distribution by a PLC
- Chapter 7 Uncertificated securities
- Chapter 7A Uncertificated securities of relevant issuers
- Chapter 7B Dematerialisation of applicable securities
- Chapter 8 Corporate governance
- Chapter 8A Rights of shareholders
- Chapter 8B Transparency of institutional investors, asset managers and proxy advisors
- Chapter 8C Remuneration policy, remuneration report and transparency and approval of related party transactions
- Chapter 8D Offences and penalties
- Chapter 9 Duties of directors and other officers
- Chapter 10 Financial statements, annual return and audit
- Chapter 11 Debentures
- Chapter 12 Examinerships
- Chapter 12A Winding Up
- Chapter 13 Reorganisations
- Chapter 14 Strike off and restoration
- Chapter 15 Investigations
- Chapter 16 Mergers
- Chapter 17 Divisions
- Chapter 18 Public offers of securities, prevention of market abuse, etc.
- Part 18 · Guarantee companies
- Chapter 1 Preliminary and definitions
- Chapter 2 Incorporation and consequential matters
- Chapter 3 Share capital
- Chapter 4 Corporate governance
- Chapter 5 Financial statements, annual return and audit
- Chapter 6 Liability of contributories in winding up
- Chapter 7 Examinerships
- Chapter 8 Investigations
- Chapter 9 Public offers of securities, prevention of market abuse, etc.
- Part 19 · Unlimited companies
- Chapter 1 Preliminary and definitions
- Chapter 2 Incorporation and consequential matters
- Chapter 3 Share capital
- Chapter 4 Corporate governance
- Chapter 5 Financial statements, annual return and audit
- Chapter 6 Winding up
- Chapter 7 Examinerships
- Chapter 7A Winding Up
- Chapter 8 Investigations
- Chapter 9 Public offers of securities, market abuse, etc.
- Part 20 · Re-registration
- Part 21 · External companies
- Part 22 · Unregistered companies and joint stock companies
- Chapter 1 Application of Act to unregistered companies
- Chapter 2 Registration of certain bodies (other than joint stock companies) as companies
- Chapter 3 Winding up of unregistered company
- Chapter 4 Provisions concerning companies registered, but not formed, under former Acts and certain other existing companies
- Chapter 5 Registration of joint stock companies under this Act
- Part 23 · Public offers of securities, financial reporting by traded companies, prevention of market abuse, etc.
- Chapter 1 Public offers of securities
- Chapter 2 Market abuse
- Chapter 3 Requirement for corporate governance statement and application of certain provisions of Parts 5 and 6 where company is a traded company
- Chapter 4 Transparency requirements regarding issuers of securities admitted to trading on certain markets
- Chapter 5 Application of section 393 to a company to which Part 23 applies
- Part 24 · Investment companies
- Chapter 1 Preliminary and interpretation
- Chapter 2 Incorporation and registration
- Chapter 3 Share capital
- Chapter 4 Financial statements
- Chapter 5 Winding up
- Chapter 6 Restoration
- Chapter 7 Public offers of securities, prevention of market abuse, etc.
- Chapter 8 Umbrella funds and sub-funds
- Chapter 9 Migration of funds
- Part 25 · Miscellaneous
- Part 26 · Payments to governments
- Part 27 · Statutory Audits
- Chapter 1 Preliminary and interpretation
- Chapter 2 Approval of statutory auditors and audit firms
- Chapter 3 Aptitude test
- Chapter 4 Withdrawal of approval
- Chapter 5 Public register
- Chapter 6 Standards for statutory auditors
- Chapter 7 Quality assurance
- Chapter 8 Investigations and sanctions
- Chapter 9 Actions to be taken after decision by recognised accountancy body that statutory auditor or audit firm of public-interest entity has committed relevant contravention
- Chapter 10 Appointment of statutory auditors or audit firms
- Chapter 11 Confidentiality and professional secrecy
- Chapter 12 Auditing standards and audit reporting
- Chapter 13 Record keeping
- Chapter 14 Objectivity
- Chapter 15 Independence
- Chapter 16 Audit committees
- Chapter 17 Cooperation with other Member States
- Chapter 18 Mutual recognition of regulatory arrangements between Member States
- Chapter 19 Transfer of audit working papers, etc., to third-country competent authorities
- Chapter 20 International aspects
- Chapter 21 Registration and oversight of third-country auditors and third-country audit entities
- Chapter 22 Savings for disciplinary proceedings in being
- Part 28 · Sustainability reporting
- Chapter 1 Preliminary and General
- 1585 Interpretation – Part 28
- 1586 Definition of "applicable company"
- 1587 Application of Part
- 1588 Non-application to certain financial products and undertakings
- Chapter 2 Sustainability Reporting
- 1589 Key intangible resources
- 1590 Sustainability reporting
- 1591 Consultation with employees’ representatives
- 1592 Derogation from section 1590 for certain applicable companies
- 1593 Deemed compliance with section 327(3)(b)
- 1594 Exemption from section 1590 for certain subsidiaries
- 1595 Conditions to be met for exemption in section 1594
- 1596 Consolidated sustainability reporting
- 1597 Consultation with employees’ representatives
- 1598 Exemption from section 1596 for certain subsidiaries
- 1599 Conditions for exemption in section 1598
- 1600 Single electronic reporting format of directors’ report of applicable companies
- 1601 Documents to be annexed to annual return: applicable companies
- Chapter 3 Sustainability Reporting Concerning Third-Country Undertakings
- 1602 Interpretation – Chapter 3
- 1603 Sustainability reporting for applicable subsidiaries and applicable branches
- 1604 Documents to be annexed to annual return: applicable subsidiaries
- 1605 Documents to be delivered to Registrar: applicable branches
- 1606 Responsibility for drawing-up, publishing and making accessible sustainability reports concerning third-country undertakings
- 1607 Transitional provisions
- Chapter 4 CHAPTER 4
- 1608 Interpretation (Chapter 4)
- 1609 Appointment of statutory auditor for purposes of carrying out assurance of sustainability reporting
- 1610 Assurance standards to be applied
- 1611 Organisation of work of statutory auditors and audit firms when carrying out assurance of sustainability reporting
- 1612 Organisation of work of statutory auditors and audit firms - assurance files
- 1613 Assurance report on sustainability reporting
- 1614 Assurance of consolidated sustainability reporting
- 1615 Further responsibility of group auditor in relation to assurance of sustainability reporting
- 1616 Audit committees for public-interest entities – responsibilities in relation to assurance of sustainability reporting
- 1617 Resolution for accredited third party to prepare report on certain elements of sustainability reporting
- 1618 Prohibited non-audit services in case of assurance of sustainability reporting of public-interest entity
- 1619 Restrictions with regard to fees
- 1620 Confidentiality and professional secrecy
- 1621 Independence, objectivity and professional scepticism
- 1622 Irregularities
- 1623 Removal or resignation of statutory auditors from carrying out assurance of sustainability reporting
- 1624 Removal of statutory auditors from carrying out assurance of sustainability reporting of public-interest entities
- 1625 Notification to Supervisory Authority of certain matters regarding cessation of office
- Chapter 5 CHAPTER 5
- 1626 Approval to carry out assurance of sustainability reporting
- 1627 Conditions for approval to carry out assurance of sustainability reporting as statutory auditor
- 1629 Appropriate qualification for purpose of section 1627(a)
- 1630 Aptitude test to be passed
- 1630 Scope of aptitude test
- 1631 Adequate standards to be applied in administration of aptitude test
- 1632 Conditions for approval to carry out assurance of sustainability reporting as a statutory audit firm
- 1633 Basis on which audit firms approved in other Member States may carry out assurance of sustainability reporting in State
- 1634 Restriction as to persons who may carry out assurance of sustainability reporting
- 1635 Transitional provisions relating to approval of certain statutory auditors
- 1636 Public register
- 1637 Notification of information to Registrar
- 1638 Continuing education
- 1639 Withdrawal of approval under this Part
- Chapter 6 CHAPTER 6
- 1640 Approval of third-country auditors to carry out assurance of sustainability reporting
- 1641 Registration of third-country audit firms and third-country audit entities for assurance of sustainability reporting
- Chapter 7 Quality assurance and oversight of statutory auditors carrying out assurance of sustainability reporting
- 1642 System of quality assurance
- 1643 Organisation of quality assurance system
- 1644 Quality assurance review deemed to include individual auditors in certain cases
- 1645 Right of recognised accountancy body as regards professional discipline
- 1646 System of investigation and penalties
- 1647 Co-operation and mutual recognition of regulatory arrangements between Member States
- 1648 Transfer of assurance working papers etc. to third-country competent authorities
- Schedule 1 · Form of constitution of private company limited by shares
- Schedule 2 · Repeals and revocations
- Schedule 3 · Accounting principles, form and content of entity financial statements
- Schedule 3A · Accounting principles, form and content of entity financial statements of a company qualifying for the small companies regime
- Schedule 3B · Accounting principles, form and content of financial statements of a company qualifying for the micro companies regime
- Schedule 4 · ACCOUNTING PRINCIPLES, FORM AND CONTENT OF GROUP FINANCIAL STATEMENTS Section 294.
- Schedule 4A · Accounting principles, form and content of group financial statements for companies subject to the small companies regime
- Schedule 5 · List of companies for certain purposes of act (including, in particular, sections 142, 350, 362 and 510)
- Schedule 6 · Further savings and transitional provisions
- Schedule 7 · Form of constitution of designated activity company limited by shares
- Schedule 8 · Form of constitution of designated activity company limited by guarantee
- Schedule 9 · Form of constitution of public limited company
- Schedule 10 · Form of constitution of company limited by guarantee
- Schedule 11 · Form of constitution of private unlimited company having a share capital
- Schedule 12 · Form of constitution of public unlimited company having a share capital
- Schedule 13 · Form of constitution of public unlimited company not having a share capital
- Schedule 14 · Provisions applied to unregistered companies
- Schedule 15 · Repeals and revocation in relation to unregistered companies
- Schedule 16 · Form of constitution of investment company
- Schedule 17 · CONDITIONS TO BE SATISFIED FOR APPLICATION OF SEGREGATED LIABILITY TO SUB-FUNDS OF INVESTMENT COMPANY TRADING BEFORE 30 June 2005
- Schedule 18 · Table of activities relevant to the definitions of "logging undertaking" and "mining or quarrying undertaking" in section 1449
- Schedule 19 · Standards relating to training and qualifications for approval of individual as statutory auditor
- Schedule 20 · Information required, by chapter 5 of part 27, to be supplied and entered in public register
- Schedule 21 · Section 1110O
- Schedule 22 · Section 944C CORPORATE ENFORCEMENT AUTHORITY
- Schedule 23 · STANDARDS RELATING TO TRAINING AND QUALIFICATIONS FOR APPROVAL TO CARRY OUT ASSURANCE OF SUSTAINABILITY REPORTING Section 1628
- Schedule 24 · ADDITIONAL INFORMATION REQUIRED TO BE SUPPLIED AND ENTERED IN PUBLIC REGISTER Section 1636
Contains Revised Acts prepared by the Law Reform Commission (revisedacts.lawreform.ie): legislative text under the Oireachtas (Open Data) PSI Licence, annotations under CC BY 4.0. Revised Acts are administrative consolidations, not authoritative.