PART XI.

Companies Incorporated Outside the State Establishing a Place of Business Within the State.

351. —This Part shall apply to all companies incorporated outside the State which, after the operative date, establish a place of business within the State, and to companies incorporated outside the State which have, before the operative date, established a place of business within the State and continue to have an established place of business within the State on the operative date.

352. —(1) Companies incorporated outside the State, which, after the operative date, establish a place of business within the State, shall, within one month of the establishment of the place of business, deliver to the registrar of companies for registration—

(a) a certified copy of the charter, statutes or memorandum and articles of the company, or other instrument constituting or defining the constitution of the company, and, if the instrument is not written in the English or Irish language, a certified translation thereof;

(b) a list of the directors and secretary of the company containing the particulars mentioned in subsection (2);

(c) the names and addresses of some one or more persons resident in the State authorised to accept on behalf of the company service of process and any notices required to be served on the company and also the address of the company's principal place of business in the State.

(2) Subject to subsection (3), the list referred to in paragraph (b) of subsection (1) shall contain the following particulars—

(a) in relation to each director—

(i) in the case of an individual, his present Christian name and surname, and any former Christian name or surname, his usual residential address, his nationality (if not Irish) and his business occupation (if any), and particulars of any other directorships of bodies corporate incorporated in the State held by him; and

(ii) in the case of a body corporate, its corporate name and registered or principal office;

(b) in relation to the secretary or, where there are joint secretaries, in relation to each of them—

(i) in the case of an individual, his present Christian name and surname, any former Christian name and surname and his usual residential address; and

(ii) in the case of a body corporate, its corporate name and registered or principal office.

Paragraphs (b), (c) and (d) of subsection (12) of section 195 shall apply for the purpose of the construction of references in this subsection to present and former Christian names and surnames as they apply for the purpose of the construction of such references in that section.

(3) Where all the partners in a firm are joint secretaries of the company, the name and principal office of the firm may be stated instead of the particulars mentioned in paragraph (b) of subsection (2).

(4) Companies to which this Part applies, other than those mentioned in subsection (1), shall, if on the operative date they have not delivered to the registrar the documents and particulars specified in subsection (1) of section 274 of the Companies (Consolidation) Act, 1908, deliver the documents and particulars mentioned in subsection (1) of this section within 2 months after the operative date.

353. —If, in the case of any company to which this Part applies, any alteration is made in—

(a) the charter, statutes or memorandum and articles of the company, or other instrument constituting or defining the constitution of the company; or

(b) the directors or secretary of the company or the particulars contained in the list of the directors and secretaries; or

(c) the names or addresses of the persons authorised to accept service on behalf of the company or the address of its principal place of business in the State;

the company shall, within the prescribed time, deliver to the registrar of companies for registration a return containing the prescribed particulars of the alteration.

354. —(1) Every company to which this Part applies shall, in every calendar year, make out a balance sheet and profit and loss account and, if the company is a holding company, group accounts, in such form and containing such particulars and including such documents, as under the provisions of this Act it would, if it had been a company within the meaning of this Act, have been required to make out and lay before the company in general meeting, and deliver copies of those documents to the registrar of companies.

(2) If any such document as is mentioned in subsection (1) is not written in the English or Irish language, there shall be annexed to it a certified translation thereof.

(3) The Minister may grant to any company or to any class of companies exemption from the obligation imposed by subsection (1) subject to such conditions as he may think fit.

(4) Subsection (1) shall not apply to any company having provisions in its constitution that would entitle it to rank as a private company if it had been registered in the State.

355. —Every company to which this Part applies shall—

(a) in every prospectus inviting subscriptions for its shares or debentures in the State state the country in which the company is incorporated; and

(b) exhibit conspicuously on every place where it carries on business in the State the name of the company and the country in which the company is incorporated; and

(c) cause the name of the company and of the country in which the company is incorporated to be stated in legible characters on all billheads and letter-paper, and in all notices and other official publications of the company; and

(d) if the liability of the members of the company is limited, cause notice of that fact to be stated in legible characters in every such prospectus as aforesaid and in all billheads, letter-paper, notices and other official publications of the company in the State, and to be affixed on every place where it carries on its business.

356. —(1) Subject to subsection (2), any process or notice required to be served on a company to which this Part applies shall be sufficiently served if addressed to any person whose name has been delivered to the registrar of companies under the foregoing provisions of this Part and left at or sent by post to the address which has been so delivered.

(2) A document may be served on any such company by leaving it at or sending it by post to any place of business established by the company in the State—

(a) where the company makes default in delivering to the registrar the name and address of a person resident in the State who is authorised to accept on behalf of the company service of process or notices; or

(b) if at any time all the persons whose names and addresses have been so delivered are dead or have ceased so to reside, or refuse to accept service on behalf of the company, or for any reason cannot be served.

(3) This section shall cease to apply to a company on the expiration of two years after it has given the notice referred to in section 357.

357. —If any company to which this Part applies ceases to have a place of business in the State, it shall forthwith give notice of the fact to the registrar of companies, and as from the date on which notice is so given, the obligation of the company to deliver any document to the registrar shall cease.

358. —If any company to which this Part applies fails to comply with any of the foregoing provisions of this Part, the company and every officer or agent of the company who knowingly and wilfully authorises or permits the default shall be liable to a fine not exceeding £100.

359. — In its application to the State, section 275 of the Companies (Consolidation) Act, 1908, shall be deemed to have always applied as if—

(a) the words “in Northern Ireland or in Great Britain or in a British possession” were substituted for the words “in a British possession”; and

(b) the words “the State” were substituted for the words “the United Kingdom”.

360. —For the purposes of this Part—

“certified” means certified in the prescribed manner to be a true copy or a correct translation;

“director” in relation to a company includes any person in accordance with whose directions and instructions the directors of the company are accustomed to act;

“place of business” includes a share transfer or share registration office;

“prospectus” has the same meaning as when used in relation to a company incorporated under this Act;

“secretary” includes any person occupying the position of secretary by whatever name called.