Irish Region

Part 3

Section 14

amends section 71 - Payment of Shares

Inserts a new subsection 5(a) after subsection (5 which provides that the share premium account may be applied by a company in writing off the preliminary expenses of a company, the expenses of/commission paid on any share/debenture issue of a company, or in providing for the premium payable on redemption of any redeemable preference shares issued by a company before 1 July 1991 or of any debentures of a company issued by a company before 1 June 2015.

Section 15

amends section 82 - Financial assistance for acquisition of shares

Section 82(6)(n) permits in connection with an allotment of shares by a parent public company, the payment by a private limited subsidiary of that parent public company of commissions, not exceeding 10 per cent of the money received in respect of such allotment, to intermediaries, and the payment by that subsidiary of professional fees.

Section 16

amends section 91 Variation of company capital on reorganisation

Section 16(a) amends section 91 subsection (1) by the deletion of “with the result that its company capital is thereby re-organised” to make it clarify that three party share-for-undertaking transactions can proceed even if there is no reorganisation on the company’s company capital.

Section 16(b) amends section 91 subsections (4) and (5). Currently subsection 91(4) only permits such transactions where approved by Summary Law Procedure or approved by special resolution confirmed by court under section 85). Section 16(b) subsection 91(4) (c) so that such a transaction can occur where “the relevant company has distributable reserves at least equivalent to the value (as stated in, or ascertainable from, the accounting records of the relevant company immediately before the transfer or disposal concerned) of the transferred or disposed assets and deducts an amount, equivalent to the value of the transferred or disposed assets, from those reserves”. Section 16(c) amends subsection (5), to refer to subsections (4)(a) or (b).

Section I7

amends section 106 -Supplemental provisions in relation to section 105

provides that where a private company limited by shares acquires shares pursuant to section 106 they must be either cancelled or retained as treasury shares. The definition of treasury shares is amended to include shares acquired by a company pursuant to a merger or division under section 102(1)(g).

Section 18

amends section 109 - Treasury Shares

in consequence of the amendment to section 106, section 18 amends section 109 subsection (2) by the addition the following “‘(c) shares previously issued by a successor company, and held by a transferor company, which are acquired by a successor company pursuant to section 480 or 503.”

Section 19 and supplemental provisions which defines ‘distribution’

amends section 123 - Meaning of “distribution “capitalisation etc.

as meaning every description of distribution of a company’s assets to members of the company. Two exceptions to the definition of distribution in section 123 subsection (1) at (f). These exceptions relate to the reduction of share capital by paying off paid up share capital (effected in accordance with section 84 in the case of a company limited by shares), or by extinguishing or reducing all or part of a member’s liability on shares not fully paid up (effected in accordance with section 84 in the case of a company limited by shares)”.

Section 20

amends section 480 -Confirmation order

a new paragraph (aa) after paragraph (a) is inserted to provide that any fully paid shares previously issued by a successor company, and held by a transferor company, and which are acquired by that successor company in itself pursuant to a merger under this Chapter, shall be deemed to be treasury shares held by the successor company concerned to which section 109 applies.

Section 21

section 503 Confirmation order

amends to provide for a new paragraph (j) in section 503 whereby any fully paid shares previously issued by a successor company, and held by a transferor company, and which are acquired by a successor company in itself pursuant to a division under this Chapter, shall be deemed to be treasury shares held by the successor company concerned to which section 109 applies.

Section 22

section 1043 Application of certain provisions of section 82(6) in relation to PLCs

amends subsection (1)(c) of the Principal Act by the deletion of the words “to intermediaries” to permit payment of commissions to persons other than intermediaries in this case in respect of PLCs.

Section 23

section 1045 - Restrictions on the transfer of shares

amends to clarify the law applicable to PLCs concerning the restrictions on transfers of shares. It modifies the application of Section 95 which permits restrictions on transfers of shares in section 95(1) (a), in so far as it applies to a PLC. Section 23(1)) inserts a new subsection (2) into section 1045 to provide that except where the constitution of a company provides otherwise, the directors may decline to register the transfer of a share (not being a fully paid share) in the following circumstances: to a person of whom they do not approve; or the transfer of a share on which the company has a lien; or the transfer of a share which, in their opinion may imperil or prejudicially affect the status of the company in the State or imperil any tax relieve/rebate wo which the members are entitled or involve the company in the payment of any additional stamp or other duty on any conveyance of any property made/to be made to the company.

Section 24.

section 1087A- Interpretation

Amends and confirms the intention that Chapter 7A - Uncertificated Securities of relevant issuers of Part 17 Public Limited Companies of the Companies Act 2014 applies to the securities registered in the name of a central securities depository (CSD) (a specialist settlement system that holds shares on behalf of investors and arranges transfers via electronic means) and those securities that are registered in the name of a nominee of the CSD.

Section 25

amends section 1230 -Application of Parts 1 to 14 to unlimited companies

Amends to disapply certain provisions of section 105 - Acquisition of own Shares, which requires the purchase or redemption of shares to be made out of distributable profits, in relation to private unlimited companies with share capital (ULC) and public unlimited companies with share capital (PUC) so that ULCs and PUCs are not required to purchase or redeem shares out of distributable profits.

Part 4

Section 26

amends section 131 -Prohibition of minor being director or secretary

This amendment clarifies that a secretary of a company must also be 18 years of age or over and that any appointment of a secretary under that age shall be void.

Section 27

151 – particulars to be shown on all business letters of company

removes the power for the Minister of Enterprise, Trade and Employment to grant exemptions to companies from the requirement to show the names of directors on all business letters of company. Exemptions already in place are not affected and will continue until they expire.

Section 28

section 184 - Form of proxy

amends to align the provisions relating to the instrument appointing a proxy in section 184 with the proxy’s right to demand or join in demanding a poll as provided for in section 189(7) of the Act.

Section 29

section 930 -Recognition of body of accountants

deletes a reference in section 930 Recognition of body of accountants to “the Institute of Public Accountants’ which is no longer a recognised accountancy body for the purposes of statutory audit.

Section 30

Disapplication of section 181(5)(d) in respect of certain CLGs

inserts a new section into Part 18, to be called section 1204A which clarifies that members of a CLG will not be entitled to appoint proxies to attend and vote at meetings where the constitution of the CLG does not permit its members to appoint proxies.

Part 5 – miscellaneous

Section 31

amends section 198 - Registration of; and obligation of company to supply copies of certain resolutions and agreements

amends section 198 and restores the unintentional omission in the Companies Act 2014 of a company’s obligation to register resolutions in a creditors’ winding-up (section 586(2)) with the Registrar.

Section 32

amends section 633 Qualifications for appointment as liquidator or provisional liquidator - general

Amends to provide the Corporate Enforcement Authority with the power to request evidence from a person that they are qualified to act as liquidators and creates a new offence for failure to comply with such request.

Section 33

section 681- Information about progress of liquidation

Amends section 681 to provide for more frequent reporting by liquidators to the Companies Registration Office where so required by the Registrar.

Section 34

amends section 819 Declaration by court restricting director of insolvent company in being appointed or acting as director etc

Amends to provide new grounds for applications to Court to restrict a director, where the director has failed to meet certain requirements in the course of a company becoming insolvent.

-     failure by a director of an insolvent company to convene a general meeting of shareholders for the purpose of nominating a named liquidator,

-       failure to table a notice to nominate such liquidator or a director of an insolvent company at such a general meeting; and

-       failure to provide the required notice to employees of the company in the winding up of the company.

Section 35

inserts a new section 888A – Authentication of documents other than by signing or sealing

It provides in subsection (1) that when submitting certain forms to the Registrar of Companies a director of a company shall provide his or her Personal Public Service Number (PPSN), or such other information required by the Registrar.

The forms concerned are the A1, B1,  and B10.

Subsection (2) states that failure to comply with this section shall be a category 4 offence.

Part 6

Section 36

Consequential amendment to Irish Collective Asset-Management Vehicles Act 2015

amends references to the Companies Act 2014 and the Corporate Enforcement Authority in section 192 of the Irish Collective Asset-management Vehicles Act 2015.

SCHEDULE 1

Section 22 of this Act inserts a new Schedule 22 to the Companies Act 2014 providing that the Authority be a body corporate with the name contained in the constitution, having perpetual succession and a common seal. As a legal person, the Authority shall have perpetual succession, property rights, and can sue in its name or be sued. The seal of the Authority may be authenticated by a Member or a member of staff so authorised.

SCHEDULE 2

Pursuant to section 12 of this Act, this schedule lists the amendments to the Companies Act 2014 in relation to references to the Director of Corporate Enforcement, replacing them as appropriate.