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33 1963

COMPANIES ACT, 1963

PART V

Management and Administration.

Registered Office and Name.

Registered office of company.

113. —(1) A company shall, as from the day on which it begins to carry on business or as from the fourteenth day after the date of its incorporation, whichever is the earlier, have a registered office in the State to which all communications and notices may be addressed.

(2) Notice of the situation of the registered office, and of any change therein, shall be given within 14 days after the date of the incorporation of the company or of the change, as the case may be, to the registrar of companies, who shall record the same.

The inclusion in the annual return of a company of a statement as to the address of its registered office shall not be taken to satisfy the obligation imposed by this subsection.

(3) If default is made in complying with this section, the company and every officer of the company who is in default shall be liable to a fine not exceeding £100.

(4) Proceedings in relation to an offence under this section may be brought and prosecuted by the registrar of companies.

Publication of name by company.

114. —(1) Every company—

(a) shall paint or affix, and keep painted or affixed, its name on the outside of every office or place in which its business is carried on, in a conspicuous position, in letters easily legible;

(b) shall have its name engraven in legible characters on its seal;

(c) shall have its name mentioned in legible characters in all business letters of the company and in all notices and other official publications of the company, and in all bills of exchange, promissory notes, endorsements, cheques and orders for money or goods purporting to be signed by or on behalf of the company and in all invoices, receipts and letters of credit of the company.

(2) If a company does not paint or affix its name in manner directed by this Act, the company and every officer of the company who is in default shall be liable to a fine not exceeding £25, and if a company does not keep its name painted or affixed in manner so directed, the company and every officer of the company who is in default shall be liable to a fine not exceeding £25.

(3) If a company fails to comply with paragraph (b) or paragraph (c) of subsection (1), the company shall be liable to a fine not exceeding £50.

(4) If an officer of a company or any person on its behalf—

(a) uses or authorises the use of any seal purporting to be a seal of the company whereon its name is not so engraven as aforesaid, or

(b) issues or authorises the issue of any business letter of the company or any notice or other official publication of the company, or signs or authorises to be signed on behalf of the company any bill of exchange, promissory note, endorsement, cheque or order for money or goods wherein its name is not mentioned in manner aforesaid, or

(c) issues or authorises the issue of any invoice, receipt or letter of credit of the company wherein its name is not mentioned in manner aforesaid;

he shall be liable to a fine not exceeding £50, and shall further be personally liable to the holder of the bill of exchange, promissory note, cheque or order for money or goods for the amount thereof unless it is duly paid by the company.

(5) The use of the abbreviation “Ltd.” instead of “Limited” or “Teo.” instead of “Teoranta” shall not be a breach of the provisions of this section.

Restrictions on Commencement of Business.

Restrictions on commencement of business.

115. —(1) Where a company having a share capital has issued a prospectus inviting the public to subscribe for its shares, the company shall not commence any business or exercise any borrowing powers unless—

(a) shares held subject to the payment of the whole amount thereof in cash have been allotted to an amount not less in the whole than the minimum subscription; and

(b) every director of the company has paid to the company on each of the shares taken or contracted to be taken by him and for which he is liable to pay in cash, a proportion equal to the proportion payable on application and allotment on the shares offered for public subscription; and

(c) no money is or may become liable to be repaid to applicants for any shares or debentures which have been offered for public subscription by reason of any failure to apply for or to obtain permission for the shares or debentures to be dealt in on any stock exchange; and

(d) there has been delivered to the registrar of companies for registration a statutory declaration by the secretary or one of the directors, in the prescribed form, that the aforesaid conditions have been complied with.

(2) Where a company having a share capital has not issued a prospectus inviting the public to subscribe for its shares, the company shall not commence any business or exercise any borrowing powers unless—

(a) there has been delivered to the registrar of companies for registration a statement in lieu of prospectus; and

(b) every director of the company has paid to the company, on each of the shares taken or contracted to be taken by him and for which he is liable to pay in cash, a proportion equal to the proportion payable on application and allotment on the shares payable in cash; and

(c) there has been delivered to the registrar of companies for registration a statutory declaration by the secretary or one of the directors, in the prescribed form, that paragraph (b) of this subsection has been complied with.

(3) The registrar of companies shall, on the delivery to him of the said statutory declaration, and, in the case of a company which is required by this section to deliver a statement in lieu of prospectus, of such a statement, certify that the company is entitled to commence business, and that certificate shall be conclusive evidence that the company is so entitled.

(4) Any contract made or ratified by a company before the date at which it is entitled to commence business shall be provisional only, and shall not be binding on the company until that date, and on that date it shall become binding.

(5) Nothing in this section shall prevent the simultaneous offer for subscription or allotment of any shares and debentures or the receipt of any money payable on application for debentures.

(6) If any company commences business or exercises borrowing powers in contravention of this section, every person who is responsible for the contravention shall, without prejudice to any other liability, be liable to a fine not exceeding £100.

(7) Nothing in this section shall apply to—

(a) a private company, or

(b) a company registered before the 1st day of January, 1901, or

(c) a company registered before the 1st day of July, 1908, which has not issued a prospectus inviting the public to subscribe for its shares.

Register of Members.

Register of members.

116. —(1) Subject to subsection (4), every company shall keep a register of its members and enter therein the following particulars:—

(a) the names, addresses and occupations of the members, and, in the case of a company having a share capital, a statement of the shares held by each member, distinguishing each share by its number so long as the share has a number, and of the amount paid or agreed to be considered as paid on the shares of each member;

(b) the date at which each person was entered in the register as a member;

(c) the date at which any person ceased to be a member.

(2) The entries required under paragraphs (a) and (b) of subsection (1) shall be made within 28 days after the conclusion of the agreement with the company to become a member or, in the case of a subscriber of the memorandum, within 28 days after the registration of the company.

(3) The entry required under paragraph (c) of subsection (1) shall be made within 28 days after the date when the person concerned ceased to be a member, or, if he ceased to be a member otherwise than as a result of action by the company, within 28 days of production to the company of evidence satisfactory to the company of the occurrence of the event whereby he ceased to be a member.

(4) Where the company has converted any of its shares into stock and given notice of the conversion to the registrar of companies, the register shall show the amount of stock held by each member instead of the amount of shares and the particulars relating to shares specified in paragraph (a) of subsection (1).

(5) Subject to subsection (6), the register of members shall, except when it is closed under the provisions of this Act, be kept at the registered office of the company, so, however, that—

(a) if the work of making it up is done at another office of the company, it may be kept at that other office; and

(b) if the company arranges with some other person for the making up of the register to be undertaken on behalf of the company by that other person, it may be kept at the office of that other person at which the work is done.

(6) The register of members shall not be kept at a place outside the State.

(7) Subject to subsection (8), every company shall send notice to the registrar of companies of the place where its register of members is kept and of any change in that place.

(8) A company shall not be bound to send notice under subsection (7) where the register has, at all times since it came into existence or, in the case of a register in existence on the operative date, at all times since then, been kept at the registered office of the company.

(9) Where a company makes default in complying with any of the requirements of subsections (1) to (6) or makes default for 14 days in complying with subsection (7), the company and every officer of the company who is in default shall be liable to a fine not exceeding £100.

Index of members.

117. —(1) Every company having more than fifty members shall, unless the register of members is in such a form as to constitute in itself an index, keep an index of the names of the members of the company and shall, within 14 days after the date on which any alteration is made in the register of members, make any necessary alteration in the index.

(2) The index shall in respect of each member contain a sufficient indication to enable the account of that member in the register to be readily found.

(3) The index shall be at all times kept at the same place as the register of members.

(4) If default is made in complying with this section, the company and every officer of the company who is in default shall be liable to a fine not exceeding £50.

Provisions as to entries in register in relation to share warrants.

118. —(1) On the issue of a share warrant the company shall strike out of its register of members the name of the member then entered therein as holding the shares specified in the warrant as if he had ceased to be a member and shall enter in the register the following particulars:

(a) the fact of the issue of the warrant; and

(b) a statement of the shares included in the warrant, distinguishing each share by its number so long as the share has a number; and

(c) the date of the issue of the warrant.

(2) The bearer of a share warrant shall, subject to the articles of the company, be entitled on surrendering it for cancellation to have his name entered as a member in the register of members.

(3) The company shall be responsible for any loss incurred by any person by reason of the company entering in the register the name of a bearer of a share warrant in respect of the shares therein specified without the warrant being surrendered and cancelled.

(4) Until the warrant is surrendered, the particulars specified in subsection (1) shall be deemed to be the particulars required by this Act to be entered in the register of members, and, on surrender, the date of the surrender must be entered.

(5) Subject to the provisions of this Act, the bearer of a share warrant may, if the articles of the company so provide, be deemed to be a member of the company within the meaning of this Act, either to the full extent or for any purposes defined in the articles.

Inspection of register and index.

119. —(1) Except when the register of members is closed under the provisions of this Act, the register, and index of the names, of the members of a company shall during business hours (subject to such reasonable restrictions as the company in general meeting may impose, so that not less than 2 hours in each day be allowed for inspection) be open to the inspection of any member without charge, and of any other person on payment of one shilling, or such less sum as the company may prescribe, for each inspection.

(2) Any member or other person may require a copy of the register, or of any part thereof, on payment of sixpence, or such less sum as the company may prescribe, for every 100 words or fractional part thereof required to be copied.

The company shall cause any copy so required by any person to be sent to that person within a period of 10 days commencing on the day next after the day on which the requirement is received by the company.

(3) If any inspection required under this section is refused or if any copy required under this section is not sent within the proper period, the company and every officer of the company who is in default shall be liable in respect of each offence to a fine not exceeding £50.

(4) In the case of any such refusal or default, the court may by order compel an immediate inspection of the register and index or direct that the copies required shall be sent to the persons requiring them.

Consequences of failure to comply with requirements as to register owing to agent's default.

120. —Where, by virtue of paragraph (b) of subsection (5) of section 116, the register of members is kept at the office of some person other than the company, and by reason of any default of his the company fails to comply with subsection (7) of that section or subsection (3) of section 117 or section 119 , or with any requirements of this Act as to the production of the register, that other person shall be liable to the same penalties as if he were an officer of the company who is in default, and the power of the court under subsection (4) of section 119, shall extend to the making of orders against that other person and his officers or servants.

Power to close register.

121. —A company may, on giving notice by advertisement in some newspaper circulating in the district in which the registered office of the company is situate, close the register of members for any time or times not exceeding in the whole 30 days in each year.

Rectification of register.

122. —(1) If—

(a) the name of any person is, without sufficient cause, entered in the register of members or omitted therefrom in contravention of subsections (1) and (2) of section 116; or

(b) default is made in entering on the register within the period fixed by subsection (3) of section 116 the fact of any person having ceased to be a member;

the person aggrieved, or any member of the company, or the company, may apply to the court for rectification of the register.

(2) Where an application is made under this section, the court may either refuse the application or may order rectification of the register and payment by the company of compensation for any loss sustained by any party aggrieved.

(3) On an application under this section the court may decide any question relating to the title of any person who is a party to the application to have his name entered in or omitted from the register, whether the question arises between members or alleged members, or between members or alleged members on the one hand and the company on the other hand, and generally may decide any question necessary or expedient to be decided for rectification of the register.

(4) In the case of a company required by this Act to send a list of its members to the registrar of companies, the court when making an order for rectification of the register shall by its order direct notice of the rectification to be given to the registrar.

(5) A company may, without application to the court, at any time rectify any error or omission (whether occurring before, on or after the operative date) in the register but such a rectification shall not adversely affect any person unless he agrees to the rectification made. The company shall, within 21 days, give notice of the rectification to the registrar of companies if the error or omission also occurs in any document forwarded by the company to him.

Trusts not to be entered on register.

123. —No notice of any trust, express, implied or constructive, shall be entered on the register or be receivable by the registrar.

Register to be evidence.

124. —The register of members shall be prima facie evidence of any matters by this Act directed or authorised to be inserted therein.

Annual Return.

Annual return to be made by company having a share capital.

125. —(1) Every company having a share capital shall, once at least in every year, make a return to the registrar of companies containing in relation to the registered office of the company, registers of members and debenture holders, shares and debentures, indebtedness, past and present members and directors and secretary, the matters specified in Part I of the Fifth Schedule, and the said return shall be in the form set out in Part II of that Schedule, so, however, that—

(a) a company need not make a return under this subsection either in the year of its incorporation or, if it is not required by section 131 to hold an annual general meeting during the following year, in that year;

(b) where a company has converted any of its shares into stock then, where appropriate, references to shares in paragraphs 3 and 5 of Part I of the said Schedule shall be taken as references to stock and references to number of shares shall be taken as references to the amount of stock;

(c) the return may, in any year, if the return for any of the 5 immediately preceding years has given as at the date of that return the full particulars required by the said paragraph 5, give only such of the particulars required by that paragraph as relate to persons ceasing to be or becoming members since the date of the last return and to shares transferred since that date;

(d) a company which is not a private company need not in the return in any year give the particulars required by the said paragraph 5 which relate to shares transferred by persons who are still members or who have ceased to be members or the dates of registration of the transfers.

(2) If a company fails to comply with this section, the company and every officer of the company who is in default shall be liable to a fine not exceeding £100.

(3) For the purposes of this section and of Part I of the Fifth Schedule, “director” and “officer” shall include any person in accordance with whose directions or instructions the directors of the company are accustomed to act.

(4) Proceedings in relation to an offence under this section may be brought and prosecuted by the registrar of companies.

Annual return to be made by company not having a share capital.

126. —(1) Subject to subsection (2), every company not having a share capital shall once at least in every year make a return to the registrar of companies stating—

(a) the address of the registered office of the company;

(b) in a case in which the register of members is, under the provisions of this Act, kept elsewhere than at that office, the address of the place where it is kept;

(c) in a case in which any register of holders of debentures of the company is, under the provisions of this Act, kept elsewhere than at the registered office of the company, the address of the place where it is kept;

(d) all such particulars relating to the persons who at the date of the return are the directors of the company and any person who at that date is secretary of the company as are by this Act required to be contained with respect to directors and the secretary respectively in the register of directors and secretaries of a company.

(2) A company need not make a return under subsection (1) either in the year of its incorporation or, if it is not required by section 131 to hold an annual general meeting during the following year, in that year.

(3) There shall be annexed to the return a statement containing particulars of the total amount of the indebtedness of the company in respect of all mortgages and charges which are required to be registered with the registrar of companies under this Act, or which would have been required so to be registered if created after the 1st day of July, 1908.

(4) If a company fails to comply with this section, the company and every officer of the company who is in default shall be liable to a fine not exceeding £100.

(5) For the purposes of this section, “officer” and “director” shall include any person in accordance with whose directions or instructions the directors of the company are accustomed to act.

(6) Proceedings in relation to an offence under this section may be brought and prosecuted by the registrar of companies.

Time for completion of annual return.

127. —(1) The annual return must be completed within 60 days after the annual general meeting for the year, whether or not that meeting is the first or only ordinary general meeting, or the first or only general meeting, of the company in the year, and the company must forthwith forward to the registrar of companies a copy signed both by a director and by the secretary of the company.

(2) If a company fails to comply with this section, the company and every officer of the company who is in default shall be liable to a fine not exceeding £100.

For the purposes of this subsection, “officer” shall include any person in accordance with whose directions or instructions the directors of the company are accustomed to act.

(3) Proceedings in relation to an offence under this section may be brought and prosecuted by the registrar of companies.

Documents to be annexed to annual return.

128. —(1) Subject to the provisions of this Act, there shall be annexed to the annual return—

(a) a written copy certified both by a director and by the secretary of the company to be a true copy of every balance sheet laid before the annual general meeting of the company held during the period to which the return relates (including every document required by law to be annexed to the balance sheet); and

(b) a copy certified as aforesaid of the report of the auditors on, and of the report of the directors accompanying, each such balance sheet; and

(c) where any such balance sheet or document required by law to be annexed thereto is in any language other than the English or Irish language, there shall be annexed to that balance sheet a translation in English or Irish of the balance sheet or document certified in the prescribed manner to be a correct translation.

(2) If any such balance sheet as aforesaid or document required by law to be annexed thereto did not comply with the requirements of the law as in force at the date of the audit with respect to the form of balance sheets or documents aforesaid, as the case may be, there shall be made such additions to and corrections in the copy as would have been required to be made in the balance sheet or document in order to make it comply with the said requirements, and the fact that the copy has been so amended shall be stated thereon.

(3) If a company fails to comply with this section, the company and every officer of the company who is in default shall be liable to a fine not exceeding £100.

For the purposes of this subsection, “officer” shall include any person in accordance with whose directions or instructions the directors of the company are accustomed to act.

(4) This section shall not apply to—

(a) a private company; or

(b) an assurance company which has complied with subsection (4) of section 7 of the Assurance Companies Act, 1909; or

(c) a company, not having a share capital, which is formed for an object that is charitable and is under the control of a religion recognised by the State under Article 44 of the Constitution, and which exercises its functions in accordance with the laws, canons and ordinances of the religion concerned.

(5) (a) The Commissioners of Charitable Donations and Bequests for Ireland may, if they think fit, by order exempt, either altogether or for a limited period, from the application of this section a specified company, formed for charitable purposes, not having a share capital.

(b) The Commissioners may by order revoke an order under paragraph (a).

(c) A sealed copy of every order of the Commissioners under this subsection shall be delivered by the company to the registrar of companies for registration within fourteen days of the making of the order.

(6) Nothing in this section shall operate to require the balance sheet of a private company or any document or report relating thereto to be annexed to an annual return.

(7) Proceedings in relation to an offence under this section may be brought and prosecuted by the registrar of companies.

Certificates to be sent by private company with annual return.

129. —A private company shall send with the annual return required by section 125 a certificate signed both by a director and by the secretary of the company that the company has not, since the date of the last return or, in the case of a first return, since the date of the incorporation of the company, issued any invitation to the public to subscribe for any shares or debentures of the company, and, where the annual return discloses the fact that the number of members of the company exceeds fifty, also a certificate so signed that the excess consists wholly of persons who, under paragraph (b) of subsection (1) of section 33 are not to be included in reckoning the number of fifty.

Meetings and Proceedings.

Statutory meeting and statutory report.

130. —(1) Every company limited by shares and every company limited by guarantee and having a share capital shall, within a period of not less than one month nor more than 3 months from the date at which the company is entitled to commence business hold a general meeting of the members of the company which shall be called “the statutory meeting”.

(2) Subject to subsection (3), the directors shall, at least 14 days before the day on which the meeting is held, forward a report (in this Act referred to as “the statutory report”) to every member of the company.

(3) If the statutory report is forwarded later than is required by subsection (2) it shall, notwithstanding that fact, be deemed to have been duly forwarded if it is so agreed by all the members entitled to attend and vote at the meeting.

(4) The statutory report shall be certified by not less than two directors of the company and shall state—

(a) the total number of shares allotted, distinguishing shares allotted as fully or partly paid up otherwise than in cash, and stating in the case of shares partly paid up, the extent to which they are so paid up and, in either case, the consideration for which they have been allotted; and

(b) the total amount of cash received by the company in respect of all the shares allotted, distinguished as aforesaid; and

(c) an abstract of the receipts of the company and of the payments made thereout, up to a date within 7 days of the date of the report, exhibiting under distinctive headings the receipts of the company from shares and debentures and other sources, the payments made thereout, and particulars concerning the balance remaining in hand, and an account or estimate of the preliminary expenses of the company; and

(d) the names and addresses of the directors, auditors (if any) and secretary of the company; and

(e) particulars of any contract, the modification of which is to be submitted to the meeting for its approval, together with particulars of the modification or the proposed modification.

(5) The statutory report shall, so far as it relates to the shares allotted by the company, and to cash received in respect of such shares, and to the receipts and payments of the company on capital account, be certified as correct by the auditors, if any, of the company.

(6) The directors shall cause a copy of the statutory report certified as required by this section, to be delivered to the registrar of companies for registration forthwith after the sending thereof to the members of the company.

(7) The directors shall cause a list showing the names, addresses and occupations of the members of the company, and the number of shares held by them respectively, to be produced at the commencement of the meeting and to remain open and accessible to the members of the company during the continuance of the meeting.

(8) The members of the company present at the meeting shall be at liberty to discuss any matter relating to the formation of the company, or arising out of the statutory report, whether previous notice has been given or not, but no resolution of which notice has not been given in accordance with the articles may be passed.

(9) The meeting may adjourn from time to time, and at any adjourned meeting any resolution of which notice has been given in accordance with the articles, either before or subsequently to the former meeting, may be passed, and the adjourned meeting shall have the same powers as an original meeting.

(10) In the event of any default in complying with this section, every director of the company who is knowingly and wilfully guilty of the default or, in the case of default by the company, every officer of the company who is in default shall be liable to a fine not exceeding £100.

(11) This section shall not apply to a private company.

Annual general meeting.

131. —(1) Subject to subsection (2), every company shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year and shall specify the meeting as such in the notices calling it and not more than 15 months shall elapse between the date of one annual general meeting of a company and that of the next.

(2) So long as a company holds its first annual general meeting within 18 months of its incorporation, it need not hold it in the year of its incorporation or in the following year.

(3) If default is made in holding a meeting of the company in accordance with subsection (1), the Minister may, on the application of any member of the company, call or direct the calling of a general meeting of the company and give such ancillary or consequential directions as the Minister thinks expedient, including directions modifying or supplementing in relation to the calling, holding and conducting of the meeting, the operation of the company's articles, and it is hereby declared that the directions which may be given under this subsection include a direction that one member of the company present in person or by proxy shall be deemed to constitute a meeting.

(4) A general meeting held in pursuance of subsection (3) shall, subject to any directions of the Minister, be deemed to be an annual general meeting of the company but, where a meeting so held is not held in the year in which the default in holding the company's annual general meeting occurred, the meeting so held shall not be treated as the annual general meeting for the year in which it is held unless at that meeting the company resolves that it shall be so treated.

(5) Where a company resolves that a meeting shall be so treated, a copy of the resolution shall, within 15 days after the passing thereof, be forwarded to the registrar of companies and recorded by him.

(6) If default is made in holding a meeting of the company in accordance with subsection (1), or in complying with any direction of the Minister under subsection (3), the company and every officer of the company who is in default shall be liable to a fine not exceeding £100, and if default is made in complying with subsection (5), the company and every officer of the company who is in default shall be liable to a fine not exceeding £20.

Convening of extraordinary general meeting on requisition.

132. —(1) The directors of a company, notwithstanding anything in its articles, shall, on the requisition of members of the company holding at the date of the deposit of the requisition not less than one-tenth of such of the paid up capital of the company as at the date of the deposit carries the right of voting at general meetings of the company, or, in the case of a company not having a share capital, members of the company representing not less than one-tenth of the total voting rights of all the members having at the said date a right to vote at general meetings of the company, forthwith proceed duly to convene an extraordinary general meeting of the company.

(2) The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the registered office of the company and may consist of several documents in like form each signed by one or more requisitionists.

(3) If the directors do not within 21 days from the date of the deposit of the requisition proceed duly to convene a meeting to be held within 2 months from the said date, the requisitionists, or any of them representing more than one half of the total voting rights of all of them, may themselves convene a meeting, but any meeting so convened shall not be held after the expiration of 3 months from the said date.

(4) A meeting convened under this section by the requisitionists shall be convened in the same manner as nearly as possible as that in which meetings are to be convened by directors.

(5) Any reasonable expenses incurred by the requisitionists by reason of the failure of the directors duly to convene a meeting shall be repaid to the requisitionists by the company and any sum so repaid shall be retained by the company out of any sums due or to become due from the company by way of fees or other remuneration in respect of their services to such of the directors as were in default.

(6) For the purposes of this section, the directors shall, in the case of a meeting at which a resolution is to be proposed as a special resolution, be deemed not to have duly convened the meeting if they do not give such notice thereof as is required by section 141.

Length of notice for calling meetings.

133. —(1) Any provision of a company's articles shall be void in so far as it provides for the calling of a meeting of the company (other than an adjourned meeting) by a shorter notice than—

(a) in the case of the annual general meeting, 21 days' notice in writing; and

(b) in the case of a meeting (other than an annual general meeting or a meeting for the passing of a special resolution) 14 days' notice in writing where the company is neither a private company nor an unlimited company and 7 days' notice in writing where it is a private company or an unlimited company.

(2) Save in so far as the articles of a company make other provision in that behalf (not being a provision avoided by subsection (1)) a meeting of the company (other than an adjourned meeting) may be called—

(a) in the case of the annual general meeting by 21 days' notice in writing; and

(b) in the case of a meeting (other than an annual general meeting or a meeting for the passing of a special resolution), by 14 days' notice in writing where the company is neither a private company nor an unlimited company and by 7 days' notice in writing where it is a private company or an unlimited company.

(3) A meeting of a company shall, notwithstanding that it is called by shorter notice than that specified in subsection (2) or in the company's articles, as the case may be, be deemed to have been duly called if it is so agreed by the auditors of the company and by all the members entitled to attend and vote thereat.

General Provisions as to meetings and votes.

134. —The following provisions shall have effect in so far as the articles of the company do not make other provision in that behalf—

(a) notice of the meeting of a company shall be served on every member of the company in the manner in which notices are required to be served by Table A and for the purpose of this paragraph “Table A” means that Table as for the time being in force;

(b) two or more members holding not less than one-tenth of the issued share capital or, if the company has not a share capital, not less than 5 per cent. in number of all the members of the company may call a meeting;

(c) in the case of a private company two members, and in the case of any other company three members, personally present shall be a quorum;

(d) any member elected by the members present at a meeting may be chairman thereof;

(e) in the case of a company originally having a share capital, every member shall have one vote in respect of each share or each £10 of stock held by him, and in any other case, every member shall have one vote.

Power of court to order a meeting.

135. —(1) If for any reason it is impracticable to call a meeting of a company in any manner in which meetings of that company may be called, or to conduct the meeting of the company in manner prescribed by the articles or this Act, the court may, either of its own motion or on the application of any director of the company or of any member of the company who would be entitled to vote at the meeting, order a meeting of the company to be called, held and conducted in such manner as the court thinks fit, and where any such order is made may give such ancillary or consequential directions as it thinks expedient; and it is hereby declared that the directions that may be given under this subsection include a direction that one member of the company present in person or by proxy shall be deemed to constitute a meeting.

(2) Any meeting called, held and conducted in accordance with an order under subsection (1) shall for all purposes be deemed to be a meeting of the company duly called, held and conducted.

Proxies.

136. —(1) Subject to subsection (2), any member of a company entitled to attend and vote at a meeting of the company shall be entitled to appoint another person (whether a member or not) as his proxy to attend and vote instead of him, and a proxy so appointed shall have the same right as the member to speak at the meeting and to vote on a show of hands and on a poll.

(2) Unless the articles otherwise provide—

(a) subsection (1) shall not apply in the case of a company not having a share capital; and

(b) a member of a company shall not be entitled to appoint more than one proxy to attend on the same occasion.

(3) In every notice calling a meeting of a company having a share capital there shall appear with reasonable prominence a statement that a member entitled to attend and vote is entitled to appoint a proxy or, where that is allowed, one or more proxies, to attend, speak and vote instead of him, and that a proxy need not be a member; and if default is made in complying with this subsection in relation to any meeting, every officer of the company who is in default shall be liable to a fine not exceeding £50.

(4) Any provision contained in a company's articles shall be void in so far as it would have the effect of requiring the instrument appointing a proxy, or any other document necessary to show the validity of or otherwise relating to the appointment of a proxy, to be received by the company or any other person more than 48 hours before a meeting or adjourned meeting in order that the appointment may be effective thereat.

(5) Subject to subsection (6), if for the purpose of any meeting of a company invitations to appoint as proxy a person or one of a number of persons specified in the invitations are issued at the company's expense to some only of the members entitled to be sent a notice of the meeting and to vote thereat by proxy, every officer of the company who knowingly and wilfully authorises or permits their issue as aforesaid shall be liable to a fine not exceeding £100.

(6) An officer shall not be liable under subsection (5) by reason only of the issue to a member at his request in writing of a form of appointment naming the proxy or of a list of persons willing to act as proxy if the form or list is available on request in writing to every member entitled to vote at the meeting by proxy.

(7) This section shall apply to meetings of any class of members of a company as it applies to general meetings of the company.

Right to demand a poll.

137. —(1) Any provision contained in a company's articles shall be void in so far as it would have the effect either—

(a) of excluding the right to demand a poll at a general meeting on any question other than the election of the chairman of the meeting or the adjournment of the meeting, or

(b) of making ineffective a demand for a poll on any such question which is made—

(i) by not less than five members having the right to vote at the meeting, or

(ii) by a member or members representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting, or

(iii) by a member or members holding shares in the company conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

(2) The instrument appointing a proxy to vote at a meeting of a company shall be deemed also to confer authority to demand or join in demanding a poll, and for the purposes of subsection (1), a demand by a person as proxy for a member shall be the same as a demand by the member.

Voting on a poll.

138. —On a poll taken at a meeting of a company or a meeting of any class of members of a company, a member, whether present in person or by proxy, entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.

Representation of bodies corporate at meetings of companies and of creditors.

139. —(1) A body corporate may—

(a) if it is a member of a company, by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the company or at any meeting of any class of members of the company; and

(b) if it is a creditor (including a holder of debentures) of a company, by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of any creditors of the company held in pursuance of this Act or of any rules made thereunder or in pursuance of the provisions contained in any debenture or trust deed, as the case may be.

(2) A person authorised as aforesaid shall be entitled to exercise the same powers on behalf of the body corporate which he represents as that body corporate could exercise if it were an individual member, creditor or holder of debentures of the company.

Annual general meeting to be held in the State.

140. —(1) Subject to subsection (2), the annual general meeting of a company shall be held in the State and any business transacted at a meeting held in breach of this requirement shall be void unless—

(a) either all the members entitled to attend and vote at such meeting consent in writing to its being held elsewhere or a resolution providing that it be held elsewhere has been passed at the preceding annual general meeting; and

(b) the articles do not provide that the annual general meeting shall be held in the State.

(2) Subsection (1) shall not apply to the first annual general meeting of a company held on or after the operative date.

Resolutions.

141. —(1) A resolution shall be a special resolution when it has been passed by not less than three-fourths of the votes cast by such members as, being entitled so to do, vote in person or, where proxies are allowed, by proxy at a general meeting of which not less than 21 days' notice, specifying the intention to propose the resolution as a special resolution, has been duly given.

(2) A resolution may be proposed and passed as a special resolution at a meeting of which less than 21 days' notice has been given if it is so agreed by a majority in number of the members having the right to attend and vote at any such meeting, being a majority together holding not less than ninety per cent. in nominal value of the shares giving that right or, in the case of a company not having a share capital, together representing not less than ninety per cent. of the total voting rights at that meeting of all the members.

(3) At any meeting at which a special resolution is submitted to be passed, a declaration of the chairman that the resolution is carried shall, unless a poll is demanded, be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

(4) For the purposes of this section, notice of a meeting shall be deemed to be duly given and the meeting to be duly held when the notice is given and the meeting held in manner provided by this Act or the articles.

(5) The terms of any resolution (whether special or otherwise) before a general meeting may be amended by ordinary resolution moved at the meeting provided that the terms of the resolution as amended will still be such that adequate notice of the intention to pass the same can be deemed to have been given.

(6) Any reference to an extraordinary resolution contained in any statute which was passed or document which existed before the operative date shall, in relation to a resolution passed or to be passed on or after the operative date, be deemed to be a reference to a special resolution.

(7) Where before the operative date a meeting has been convened for the purpose of passing an extraordinary resolution as defined in the Companies Acts, 1908 to 1959, and at that meeting that resolution has after the operative date been passed in the manner required by those Acts for the passing of an extraordinary resolution and such resolution would under the Companies Acts, 1908 to 1959, have been effective for its purpose, such resolution shall be as effective as if it had been a special resolution.

(8) (a) Notwithstanding anything to the contrary in this Act, in any case in which a company is so authorised by its articles, a resolution in writing signed by all the members for the time being entitled to attend and vote on such resolution at a general meeting (or being bodies corporate by their duly appointed representatives) shall be as valid and effective for all purposes as if the resolution had been passed at a general meeting of the company duly convened and held, and if described as a special resolution shall be deemed to be a special resolution within the meaning of this Act.

(b) Any such resolution shall be deemed to have been passed at a meeting held on the date on which it was signed by the last member to sign, and where the resolution states a date as being the date of his signature thereof by any member the statement shall be prima facie evidence that it was signed by him on that date.

(c) This subsection does not apply to a resolution for any of the purposes of section 160 or 182.

Extended notice.

142. —(1) Subject to subsection (2), where by any provision hereafter contained in this Act extended notice is required of a resolution, the resolution shall not be effective unless (except when the directors of the company have resolved to submit it) notice of the intention to move it has been given to the company not less than 28 days before the meeting at which it is moved, and the company shall give its members notice of any such resolution at the same time and in the same manner as it gives notice of the meeting or, if that is not practicable, shall give them notice thereof, either by advertisement in a daily newspaper circulating in the district in which the registered office of the company is situate or in any other mode allowed by the articles, not less than 21 days before the meeting.

(2) If, after notice of the intention to move such a resolution has been given to the company, a meeting is called for a date 28 days or less after the notice has been given, the notice though not given within the time required by subsection (1) shall be deemed to have been properly given for the purposes of that subsection.

Registration of, and obligation of company to supply copies of, certain resolutions and agreements.

143. —(1) A printed copy of every resolution or agreement to which this section applies shall, within 15 days after the passing or making thereof, be forwarded to the registrar of companies and recorded by him.

(2) Where articles have been registered, a copy of every such resolution or agreement for the time being in force shall be embodied in or annexed to every copy of the articles issued after the passing of the resolution or the making of the agreement.

(3) A copy of every such resolution or agreement shall be forwarded to any member at his request on payment of one shilling or such less sum as the company may direct.

(4) This section shall apply to—

(a) special resolutions;

(b) resolutions which have been agreed to by all the members of a company, but which, if not so agreed to, would not have been effective for their purpose unless they had been passed as special resolutions;

(c) resolutions or agreements which have been agreed to by all the members of some class of shareholders but which, if not so agreed to, would not have been effective for their purpose unless they had been passed by some particular majority or otherwise in some particular manner, and all resolutions or agreements which effectively bind all the members of any class of shareholders though not agreed to by all those members;

(d) resolutions increasing the share capital of a company;

(e) resolutions that a company be wound up voluntarily passed under paragraph (a) or paragraph (c) of subsection (1) of section 251.

(5) If a company fails to comply with subsection (1), the company and every officer of the company who is in default shall be liable to a fine not exceeding £50.

(6) If a company fails to comply with subsection (2) or subsection (3), the company and every officer of the company who is in default shall be liable to a fine not exceeding £1 for each copy in respect of which default is made.

(7) For the purposes of subsections (5) and (6), a liquidator of a company shall be deemed to be an officer of the company.

Resolutions passed at adjourned meetings.

144. —Where a resolution is passed at an adjourned meeting of—

(a) a company;

(b) the holders of any class of shares in a company;

(c) the directors of a company;

the resolution shall for all purposes be treated as having been passed on the date on which it was in fact passed and shall not be deemed to have been passed on any earlier date.

Minutes of proceedings of meetings of company and directors.

145. —(1) Every company shall as soon as may be cause minutes of all proceedings of general meetings and all proceedings at meetings of its directors or committees of directors to be entered in books kept for that purpose.

(2) Any such minute if purporting to be signed by the chairman of the meeting at which the proceedings were had, or by the chairman of the next succeeding meeting, shall be evidence of the proceedings.

(3) Where minutes have been made in accordance with this section of the proceedings at any general meeting of the company or meeting of directors or committee of directors, then, until the contrary is proved, the meeting shall be deemed to have been duly held and convened, and all proceedings had thereat to have been duly had, and all appointments of directors or liquidators shall be deemed to be valid.

(4) If a company fails to comply with subsection (1), the company and every officer of the company who is in default shall be liable to a fine not exceeding £100.

Inspection of minute books.

146. —(1) The books containing the minutes of proceedings of any general meeting of a company held after the operative date shall be kept at the registered office of the company, and shall during business hours (subject to such reasonable restrictions as the company may by its articles or in general meeting impose, so that not less than 2 hours in each day be allowed for inspection) be open to the inspection of any member without charge.

(2) Any member shall be entitled to be furnished within 7 days after he has made a request in that behalf to the company with a copy of any such minutes as aforesaid at a charge not exceeding one shilling for every 100 words.

(3) If any inspection required under this section is refused or if any copy required under this section is not sent within the proper time, the company and every officer of the company who is in default shall be liable in respect of each offence to a fine not exceeding £25.

(4) In the case of any such refusal or default, the court may by order compel an inspection of the books in respect of all proceedings of general meetings or direct that the copies required shall be sent to the persons requiring them.

Accounts and Audit.

Keeping of books of account.

147. —(1) Every company shall cause to be kept proper books of account relating to—

(a) all sums of money received and expended by the company and the matters in respect of which the receipt and expenditure takes place;

(b) all sales and purchases of goods by the company;

(c) the assets and liabilities of the company.

(2) For the purposes of subsection (1), proper books of account shall not be deemed to be kept in relation to the matters aforesaid if there are not kept such books as are necessary to give a true and fair view of the state of the company's affairs and to explain its transactions.

(3) Subject to subsection (4), the books of account shall be kept at the registered office of the company or at such other place as the directors think fit, and shall at all reasonable times be open to inspection by the directors.

(4) If books of account are kept at a place outside the State, there shall be sent to, and kept at a place in the State and be at all reasonable times open to inspection by the directors such accounts and returns relating to the business dealt with in the books of account so kept as will disclose with reasonable accuracy the financial position of that business at intervals not exceeding 6 months and will enable to be prepared in accordance with this Act the company's balance sheet, its profit and loss account or income and expenditure account, and any document annexed to any of those documents giving information which is required by this Act and is thereby allowed to be so given.

(5) Every record required to be kept under this section shall be preserved by the company for a period of six years after the date to which it relates.

(6) If any person being a director of a company fails to take all reasonable steps to secure compliance by the company with the requirements of this section, or has by his own wilful act been the cause of any default by the company thereunder, he shall, in respect of each offence be liable on summary conviction to imprisonment for a term not exceeding 6 months or to a fine not exceeding £100 or to both, so, however, that—

(a) in any proceedings against a person in respect of an offence under this section consisting of a failure to take reasonable steps to secure compliance by the company with the requirements of this section, it shall be a defence to prove that he had reasonable ground to believe and did believe that a competent and reliable person was charged with the duty of seeing that those requirements were complied with and was in a position to discharge that duty; and

(b) a person shall not be sentenced to imprisonment for such an offence unless, in the opinion of the court dealing with the case, the offence was committed wilfully.

Profit and loss account and balance sheet.

148. —(1) The directors of every company shall at some date not later than 18 months after the incorporation of the company and subsequently once at least in every calendar year lay before the annual general meeting of the company a profit and loss account or, in the case of a company not trading for profit, an income and expenditure account for the period, in the case of the first account, since the incorporation of the company, and in any other case, since the preceding account, made up to a date not earlier than the date of the meeting by more than 9 months.

(2) The directors shall cause to be made out in every calendar year and to be laid before the annual general meeting of the company a balance sheet as at the date to which the profit and loss account or the income and expenditure account, as the case may be, is made up.

(3) If any person being a director of a company fails to take all reasonable steps to comply with the provisions of this section, he shall, in respect of each offence, be liable on summary conviction to imprisonment for a term not exceeding 6 months or to a fine not exceeding £100 or to both, so, however, that—

(a) in any proceedings against a person in respect of an offence under this section, it shall be a defence to prove that he had reasonable ground to believe and did believe that a competent and reliable person was charged with the duty of seeing that this section was complied with and was in a position to discharge that duty; and

(b) a person shall not be sentenced to imprisonment for such an offence unless, in the opinion of the court dealing with the case, the offence was committed wilfully.

Contents and form of accounts; computation and treatment of profits and losses.

149. —(1) Every balance sheet of a company shall give a true and fair view of the state of affairs of the company as at the end of its financial year, and every profit and loss account of a company shall give a true and fair view of the profit or loss of the company for the financial year.

(2) A company's balance sheet and profit and loss account shall comply with the requirements of the Sixth Schedule so far as applicable thereto.

(3) Save as expressly provided in the following provisions of this section or in Part III of the Sixth Schedule, the requirements of subsection (2) and of the Sixth Schedule shall be without prejudice either to the general requirements of subsection (1) or to any other requirements of this Act.

(4) Subsections (1) and (2) shall not apply to a company's profit and loss account if—

(a) the company has subsidiaries; and

(b) the profit and loss account is framed as a consolidated profit and loss account dealing with all or any of the company's subsidiaries as well as the company; and—

(i) complies with the requirements of this Act relating to consolidated profit and loss accounts, and

(ii) shows how much of the consolidated profit or loss for the financial year is dealt with in the accounts of the company.

(5) The profits or losses attributable to any shares in a subsidiary for the time being held by a holding company or any other of its subsidiaries shall not, for any purpose, be treated in the holding company's accounts as revenue profits or losses so far as they are profits or losses for the period before the date on or as from which the shares were acquired by the company or any of its subsidiaries, and for the purpose of determining whether any profits or losses are to be treated as profits or losses for the said period the profit or loss for any financial year of the subsidiary may, if it is not practicable to apportion it with reasonable accuracy by reference to the facts, be treated as accruing from day to day during that year and be apportioned accordingly. Provided, however, that where the directors and the auditors are satisfied and so certify that it would be fair and reasonable and would not prejudice the rights and interests of any person, the profits or losses attributable to any shares in a subsidiary may be treated in a manner otherwise than in accordance with this subsection.

(6) (a) A capital surplus arising on the revaluation of unrealised fixed assets shall not be treated as being available, directly or indirectly, for distribution in dividends or for paying up debentures or other loan stock or for paying calls on partly paid shares.

(b) An unrealised net capital surplus (established by bona fide revaluation of all the fixed assets of the company) in excess of the previous book value of the assets may be used in paying up unissued shares of the company, other than redeemable preference shares, to be issued to members as fully paid bonus shares.

(7) If any person being a director of a company fails to take all reasonable steps to secure compliance in relation to any account laid before the annual general meeting of a company with this section and with the other requirements of this Act as to the matters to be stated in accounts, he shall, in respect of each offence, be liable on summary conviction to imprisonment for a term not exceeding 6 months or to a fine not exceeding £100 or to both, so, however, that—

(a) in any proceedings against a person in respect of an offence under this section, it shall be a defence to prove that he had reasonable ground to believe and did believe that a competent and reliable person was charged with the duty of seeing that the said provisions or the said other requirements, as the case may be, were complied with and was in a position to discharge that duty; and

(b) a person shall not be sentenced to imprisonment for any such offence unless, in the opinion of the court dealing with the case, the offence was committed wilfully.

(8) For the purposes of this section and the following provisions of this Act, unless the contrary intention appears—

(a) any reference to a balance sheet or profit and loss account shall include any notes thereon or document annexed thereto giving information which is required by this Act and is thereby allowed to be so given; and

(b) any reference to a profit and loss account shall be taken, in the case of a company not trading for profit, as referring to its income and expenditure account, and references to profit or to loss and, if the company has subsidiaries, references to a consolidated profit and loss account shall be construed accordingly.

Obligation to lay group accounts before holding company.

150. —(1) Where at the end of its financial year a company has subsidiaries, accounts or statements (in this Act referred to as “group accounts”) dealing as hereinafter mentioned with the state of affairs and profit or loss of the company and the subsidiaries (including those in liquidation) shall, subject to subsection (2), and, in the case of a private company, to section 154, be laid before the annual general meeting of the company when the company's own balance sheet and profit and loss account are so laid.

(2) Notwithstanding anything in subsection (1)—

(a) group accounts shall not be required where the company is at the end of its financial year the wholly owned subsidiary of another body corporate incorporated in the State; and

(b) group accounts need not deal with a subsidiary of the company if the company's directors are of opinion that—

(i) it is impracticable, or would be of no real value to members of the company, in view of the insignificant amounts involved, or would involve expense or delay out of proportion to the value to members of the company, or

(ii) the result would be misleading;

and if the directors are of such an opinion about each of the company's subsidiaries, group accounts shall not be required.

(3) If the group accounts do not deal with a subsidiary of the company, any member of the company shall be entitled to be furnished without charge within 14 days after he has made a request in that behalf to the company with a copy of the latest balance sheet of such subsidiary which has been sent to the members of that subsidiary together with a copy of every document required by law to be annexed thereto and a copy of the directors' and auditors' reports.

If any copy required under this subsection is not sent within the proper time, the company and every officer of the company who is in default shall be liable, in respect of each offence, to a fine not exceeding £100 unless it is proved that the member has already made a demand for and been furnished with a copy and in the case of any default under this subsection the court may direct that the copies required shall be sent to the member requiring them.

(4) If any person being a director of a company fails to take all reasonable steps to secure compliance as respects the company with subsection (1), he shall, in respect of each offence, be liable on summary conviction to imprisonment for a term not exceeding 6 months or to a fine not exceeding £100 or to both, so, however, that—

(a) in any proceedings against a person in respect of an offence under this section, it shall be a defence to prove that he had reasonable ground to believe and did believe that a competent and reliable person was charged with the duty of seeing that the requirements of this section were complied with and was in a position to discharge that duty; and

(b) a person shall not be sentenced to imprisonment for an offence under this section unless, in the opinion of the court dealing with the case, the offence was committed wilfully.

(5) For the purposes of this section, a body corporate shall be deemed to be the wholly-owned subsidiary of another if it has no members except that other and that other's wholly-owned subsidiaries and its or their nominees.

Form of group accounts.

151. —(1) Subject to subsection (2), the group accounts laid before the annual general meeting of a holding company shall be consolidated accounts comprising—

(a) a consolidated balance sheet dealing with the state of affairs of the company and all the subsidiaries to be dealt with in group accounts;

(b) a consolidated profit and loss account dealing with the profit or loss of the company and those subsidiaries.

(2) If the company's directors are of opinion that it is better for the purpose—

(a) of presenting the same or equivalent information about the state of affairs and profit or loss of the company and those subsidiaries; and

(b) of so presenting it that it may be readily appreciated by the company's members;

the group accounts may be prepared in a form other than that required by subsection (1) and in particular may consist of more than one set of consolidated accounts dealing respectively with the company and one group of subsidiaries and with other groups of subsidiaries or of separate accounts dealing with each of the subsidiaries, or of statements expanding the information about the subsidiaries in the company's own accounts, or any combination of those forms.

(3) The group accounts may be wholly or partly incorporated in the company's own balance sheet and profit and loss account.

Contents of group accounts.

152. —(1) The group accounts laid before the annual general meeting of a company shall give a true and fair view of the state of affairs and profit or loss of the company and the subsidiaries dealt with thereby as a whole, so far as concerns members of the company.

(2) Where the financial year of a subsidiary does not coincide with that of the holding company, the group accounts shall deal with the subsidiary's state of affairs as at the end of its financial year ending with or last before that of the holding company and with the subsidiary's profit or loss for that financial year.

(3) Without prejudice to subsection (1), the group accounts, if prepared as consolidated accounts, shall comply with the requirements of the Sixth Schedule so far as applicable thereto, and if not so prepared shall give the same or equivalent information.

Financial year of holding company and subsidiary.

153. —(1) A holding company's directors shall secure that except where there are good reasons against it, the financial year of each of its subsidiaries shall coincide with the company's own financial year.

(2) Where it appears to the Minister desirable for a holding company or a holding company's subsidiary to extend its financial year, so that the subsidiary's financial year may end with that of the holding company, and for that purpose to postpone the submission of the relevant accounts to an annual general meeting from one calendar year to the next, the Minister may on the application or with the consent of the directors of the company whose financial year is to be extended direct that, in the case of that company, the submission of accounts to an annual general meeting, the holding of an annual general meeting or the making of an annual return shall not be required in the earlier of the said calendar years.

(3) If any person being a director of a company fails to take all reasonable steps to secure compliance by the company with the provisions of this section, he shall in respect of each offence be liable on summary conviction to a fine not exceeding £50.

(4) No proceedings shall be instituted under this section except by, or with the consent of, the Minister.

(5) This section shall not apply to a private company which is a holding company and which takes advantage of subsection (1) of section 154.

Right of member of private company to get balance sheet of subsidiary.

154. —(1) Notwithstanding section 150, a private company which is a holding company need not prepare group accounts but if it does not do so the subsequent provisions of this section shall apply.

(2) Any member of the company shall be entitled to be furnished without charge within 14 days after he has made a request in that behalf to the company with a copy of the latest balance sheet of each of its subsidiaries which has been sent to the members of that subsidiary together with a copy of every document required by law to be annexed thereto and a copy of the directors' and auditors' reports.

(3) Without prejudice to subsection (2), any member of the company shall be entitled to be furnished within 14 days after he has made a request in that behalf to the company with a copy of any balance sheet (including every document required by law to be annexed thereto and a copy of the directors' and auditors' reports) of any subsidiary of the company laid before any annual general meeting of such subsidiary held since the operative date, at a charge not exceeding 2 shillings for each balance sheet so furnished so, however, that a member shall not be entitled to be furnished with a copy of any balance sheet laid before an annual general meeting held more than 10 years before the date on which such request is made.

(4) Copies of balance sheets need not be sent to any member of a private company if, on the application either of the company or of any person who claims to be aggrieved, the court is satisfied that the rights conferred by this section are being abused, and the court may order the company's costs on an application under this subsection to be paid in whole or in part by the member who has made the request for such copies.

(5) Subject to subsection (4), if any copy required under this section is not sent within the proper time, the company and every officer of the company who is in default shall be liable, in respect of each offence, to a fine not exceeding £100 unless it is proved that the member has already made a demand for and been furnished with a copy.

(6) In the case of any default under this section, the court may direct that the copies required shall be sent to the member requiring them.

Meaning of “holding company” and “subsidiary.

155. —(1) For the purposes of this Act, a company shall, subject to subsection (3), be deemed to be a subsidiary of another if, but only if—

(a) that other—

(i) is a member of it and controls the composition of its board of directors, or

(ii) holds more than half in nominal value of its equity share capital, or

(iii) holds more than half in nominal value of its shares carrying voting rights (other than voting rights which arise only in specified circumstances); or

(b) the first-mentioned company is a subsidiary of any company which is that other's subsidiary.

(2) For the purposes of subsection (1), the composition of a company's board of directors shall be deemed to be controlled by another company if, but only if, that other company by the exercise of some power exercisable by it without the consent or concurrence of any other person can appoint or remove the holders of all or a majority of the directorships; but for the purposes of this provision that other company shall be deemed to have power to appoint to a directorship in relation to which any of the following conditions is satisfied—

(a) that a person cannot be appointed thereto without the exercise in his favour by that other company of such a power as aforesaid; or

(b) that a person's appointment thereto follows necessarily from his appointment as director of that other company.

(3) In determining whether one company is a subsidiary of another—

(a) any shares held or power exercisable by that other in a fiduciary capacity shall be treated as not held or exercisable by it;

(b) subject to paragraphs (c) and (d), any shares held or power exercisable—

(i) by any person as a nominee for that other (except where that other is concerned only in a fiduciary capacity); or

(ii) by, or by a nominee for, a subsidiary of that other, not being a subsidiary which is concerned only in a fiduciary capacity;

shall be treated as held or exercisable by that other;

(c) any shares held or power exercisable by any person by virtue of the provisions of any debentures of the first-mentioned company or of a trust deed for securing any issue of such debentures shall be disregarded;

(d) any shares held or power exercisable by, or by a nominee for, that other or its subsidiary (not being held or exercisable as mentioned in paragraph (c)) shall be treated as not held or exercisable by that other if the ordinary business of that other or its subsidiary, as the case may be, includes the lending of money and the shares are held or power is exercisable as aforesaid by way of security only for the purposes of a transaction entered into in the ordinary course of that business.

(4) For the purposes of this Act, a company shall be deemed to be another's holding company if, but only if, that other is its subsidiary.

(5) In this section “company” includes any body corporate and “equity share capital” means, in relation to a company, its issued share capital excluding any part thereof which, neither as respects dividends nor as respects capital, carries any right to participate beyond a specified amount in a distribution.

Signing of balance sheet and profit and loss account.

156. —(1) Every balance sheet and profit and loss account of a company shall be signed on behalf of the directors by two of the directors of the company.

(2) In the case of a banking company registered after the 15th day of August, 1879, the balance sheet and profit and loss account must be signed by the secretary and where there are more than three directors of the company by at least three of those directors, and where there are not more than three directors by all the directors.

(3) If any copy of a balance sheet or profit and loss account which has not been signed as required by this section is issued, circulated or published, the company and every officer of the company who is in default shall be liable to a fine not exceeding £100.

(4) Subsection (3) shall not prohibit the issue, circulation or publication of—

(a) a fair and accurate summary of any profit and loss account and balance sheet and the auditors' report thereon after such profit and loss account and balance sheet shall have been signed on behalf of the directors;

(b) a fair and accurate summary of the profit or loss figures for part of the company's financial year.

Documents to be attached and annexed to balance sheet.

157. —(1) The profit and loss account and, so far as not incorporated in the balance sheet or profit and loss account, any group accounts laid before the annual general meeting of a company shall be annexed to the balance sheet and the auditors' report shall be attached thereto and any accounts so annexed shall be approved by the board of directors before the balance sheet and profit and loss account are signed on their behalf.

(2) If any copy of a balance sheet is issued, circulated or published without compliance with subsection (1), the company and every officer of the company who is in default shall be liable to a fine not exceeding £100.

Directors' report to be attached to balance sheet and contents of such report.

158. —(1) There shall be attached to every balance sheet laid before the annual general meeting of a company a report by the directors on the state of the company's affairs and, if the company is a holding company, on the state of affairs of the company and its subsidiaries as a group, the amount, if any, which they recommend should be paid by way of dividend and the amount, if any, which they propose to carry to reserves within the meaning of the Sixth Schedule.

(2) The said report shall be signed on behalf of the directors by two of the directors of the company.

(3) The said report shall deal, so far as is material for the appreciation of the state of the company's affairs, with any change during the financial year in the nature of the business of the company or of the company's subsidiaries, or in the classes of business in which the company has an interest whether as a member of another company or otherwise.

(4) The said report shall contain a list of bodies corporate in relation to which either of the following conditions is fulfilled at the end of the company's financial year—

(a) the body corporate is a subsidiary of the company;

(b) although the body corporate is not a subsidiary of the company, the company is beneficially entitled to more than 20 per cent. in nominal value of its shares carrying voting rights (other than voting rights which arise only in specified circumstances).

(5) The list referred to in subsection (4) shall distinguish between bodies corporate falling within paragraph (a) and paragraph (b) thereof and shall state in relation to each such body corporate

(a) its name;

(b) where it is incorporated; and

(c) the nature of the business carried on by it.

(6) Subsections (4) and (5) shall not apply to a company which is principally engaged in the acquisition and underwriting of shares or other securities of companies carrying on a trade or industry in the State and which holds a certificate of exemption issued by the Minister from the requirements of those subsections.

(7) If any person, being a director of a company, fails to take all reasonable steps to comply with the requirements of this section he shall in respect of each offence be liable on summary conviction to imprisonment for a term not exceeding 6 months or to a fine not exceeding £100 or to both so, however, that—

(a) in any proceedings against a person in respect of an offence under this section it shall be a defence to prove that he had reasonable ground to believe and did believe that a competent and reliable person was charged with the duty of seeing that the provisions of this section were complied with and was in a position to discharge that duty; and

(b) a person shall not be liable to be sentenced to imprisonment for such an offence unless, in the opinion of the court dealing with the case, the offence was committed wilfully.

Obligation of company to send copies of balance sheets and directors' and auditors' reports.

159. —(1) Subject to subsections (2) and (3), a copy of every balance sheet including every document required by law to be annexed thereto, which is to be laid before the annual general meeting of a company together with a copy of the directors' and auditors' reports shall, not less than 21 days before the date of the meeting, be sent to every member of the company (whether he is or is not entitled to receive notices of general meetings of the company), every holder of debentures of the company (whether he is or is not so entitled) and all persons other than members or holders of debentures of the company who are so entitled.

(2) In the case of a company not having a share capital, subsection (1) shall not require a copy of the documents referred to in that subsection to be sent to a member of the company who is not entitled to receive notices of general meetings of the company or to a holder of debentures of the company who is not so entitled.

(3) If the copies of the documents referred to in subsection (1) are sent less than 21 days before the date of the meeting, they shall, notwithstanding that fact, be deemed to have been duly sent if it is so agreed by all the members entitled to attend and vote at the meeting.

(4) Any member of a company, whether he is or is not entitled to have sent to him copies of the company's balance sheets, and any holder of debentures of the company, whether he is or is not so entitled, shall be entitled to be furnished on demand without charge with a copy of the last balance sheet of the company, including every document required by law to be annexed thereto, together with copies of the directors' and auditors' reports.

(5) If default is made in complying with subsection (1), the company and every officer of the company who is in default shall be liable to a fine not exceeding £50, and if, when any person makes a demand for any document with which he is by virtue of subsection (4) entitled to be furnished, default is made in complying with the demand within 7 days after the making thereof, the company and every officer of the company who is in default shall be liable to a fine not exceeding £50 unless it is proved that that person has already made a demand for and been furnished with a copy of the document.

(6) Subsection (4) shall not apply to a balance sheet of a private company laid before it before the operative date and the right of any person to be furnished with a copy of any such balance sheet and the liability of the company in respect of a failure to satisfy that obligation shall be the same as they would have been if this Act had not been passed.

Appointment and remuneration of auditors.

160. —(1) Subject to subsection (2), every company shall at each annual general meeting appoint an auditor or auditors to hold office from the conclusion of that until the conclusion of the next annual general meeting.

(2) Subject to subsection (3), at any annual general meeting a retiring auditor, however appointed, shall be re-appointed without any resolution being passed unless—

(a) he is not qualified for re-appointment; or

(b) a resolution has been passed at that meeting appointing somebody instead of him or providing expressly that he shall not be re-appointed; or

(c) he has given the company notice in writing of his unwillingness to be re-appointed.

(3) Where notice is given of an intended resolution to appoint some other person or persons in place of a retiring auditor, and by reason of the death, incapacity or disqualification of that person or of all those persons, as the case may be, the resolution cannot be proceeded with, the retiring auditor shall not be automatically re-appointed by virtue of subsection (2).

(4) Where, at an annual general meeting, no auditors are appointed or re-appointed, the Minister may appoint a person to fill the vacancy.

(5) The company shall, within one week of the Minister's power under subsection (4) becoming exercisable, give the Minister notice of that fact, and, if a company fails to give notice as required by this subsection, the company and every officer of the company who is in default shall be liable to a fine not exceeding £50.

(6) Subject as hereinafter provided, the first auditors of a company may be appointed by the directors at any time before the first annual general meeting, and auditors so appointed shall hold office until the conclusion of that meeting, so, however, that—

(a) the company may at a general meeting remove any such auditors and appoint in their place any other persons who have been nominated for appointment by any member of the company, and of whose nomination notice has been given to the members of the company not less than 14 days before the date of the meeting; and

(b) if the directors fail to exercise their powers under this subsection, the company in general meeting may appoint the first auditors, and thereupon the said powers of the directors shall cease.

(7) The directors may fill any casual vacancy in the office of auditor, but while any such vacancy continues, the surviving or continuing auditor or auditors, if any, may act.

(8) The remuneration of the auditors of a company—

(a) in the case of an auditor appointed by the directors or by the Minister, may be fixed by the directors or by the Minister, as the case may be;

(b) Subject to paragraph (a), shall be fixed by the company at the annual general meeting or in such manner as the company at the annual general meeting may determine.

For the purposes of this subsection, any sums paid by the company in respect of the auditors' expenses shall be deemed to be included in the term “remuneration”.

(9) The appointment of a firm by its firm name to be the auditors of a company shall be deemed to be an appointment of those persons who shall from time to time during the currency of the appointment be the partners in that firm as from time to time constituted and who are qualified to be auditors of that company.

Provisions as to resolutions relating to appointment and removal of auditors.

161. —(1) Extended notice within the meaning of section 142 shall be required for a resolution at a company's annual general meeting appointing as auditor a person other than a retiring auditor or providing expressly that a retiring auditor shall not be re-appointed.

(2) On receipt of notice of such an intended resolution as aforesaid, the company shall forthwith send a copy thereof to the retiring auditor (if any).

(3) Subject to subsection (4), where notice is given of such an intended resolution as, aforesaid, and the retiring auditor makes in relation to the intended resolution representations in writing to the company (not exceeding a reasonable length) and requests their notification to members of the company, the company shall, unless the representations are received by it too late for it to do so—

(a) in any notice of the resolution given to members of the company, state the fact of the representations having been made; and

(b) send a copy of the representations to every member of the company to whom notice of the meeting is sent (whether before or after receipt of the representations by the company);

and if a copy of the representations is not sent as aforesaid because received too late or because of the company's default, the auditor may (without prejudice to his right to be heard orally) require that the representations shall be read out at the meeting.

(4) Copies of the representations need not be sent out as aforesaid and the representations need not be read out at the meeting as aforesaid if, on the application either of the company or of any other person who claims to be aggrieved, the court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter and the court may order the company's costs on an application under this section to be paid in whole or in part by the auditor, notwithstanding that he is not a party to the application.

(5) Subsections (3) and (4) shall apply to a resolution to remove the first auditors by virtue of subsection (6) of section 160 as they apply in relation to a resolution that a retiring auditor shall not be re-appointed.

Qualifications for appointment as auditor.

162. —(1) A person shall not be qualified for appointment as auditor of a company unless—

(a) he is a member of a body of accountants for the time being recognised for the purposes of this paragraph by the Minister; or

(b) he is for the time being authorised by the Minister to be so appointed either as having obtained similar qualifications otherwise than from such a body or as having obtained adequate knowledge and experience prior to the operative date in the course of his employment by a member of a body of accountants recognised for the purposes of paragraph (a) or as having before the operative date practised in the State as an accountant.

(2) If an auditor is convicted of a criminal offence arising out of or connected with the performance of his duties or his conduct as an auditor, he shall not be qualified for appointment as auditor of a company without the permission of the court.

(3) None of the following persons shall be qualified for appointment as auditor of a company—

(a) an officer or servant of the company;

(b) except where the company is a private company, a person who is a partner of or in the employment of an officer or servant of the company;

(c) a body corporate.

References in this subsection to an officer or servant shall be construed as not including references to an auditor.

(4) A person shall also not be qualified for appointment as auditor of a company if he is, by virtue of subsection (3), disqualified for appointment as auditor of any other body corporate which is that company's subsidiary or holding company or a subsidiary of that company's holding company, or would be so disqualified if the body corporate were a company.

(5) Any person who acts as auditor of a company when disqualified under this section shall be liable to a fine not exceeding £100.

(6) This section shall not apply to the Comptroller and Auditor General.

Auditors' report and right of access to books and to attend and be heard at general meetings.

163. —(1) The auditors shall make a report to the members on the accounts examined by them, and on every balance sheet, every profit and loss account and all group accounts laid before the company in general meeting during their tenure of office, and the report shall contain statements as to the matters mentioned in the Seventh Schedule.

(2) The auditors' report shall be read at the annual general meeting of the company and shall be open to inspection by any member.

(3) Every auditor of a company shall have a right of access at all reasonable times to the books and accounts and vouchers of the company, and shall be entitled to require from the officers of the company such information and explanations as he thinks necessary for the performance of the duties of the auditors.

(4) The auditors of a company shall be entitled to attend any general meeting of the company and to receive all notices of and other communications relating to any general meeting which any member of the company is entitled to receive and to be heard at any general meeting which they attend on any part of the business of the meeting which concerns them as auditors.

Construction of references to documents annexed to accounts.

164. —(1) Subject to subsection (2), references in this Act to a document annexed or required to be annexed to a company's accounts or any of them shall not include the directors' report or the auditors' report.

(2) Any information which is required by this Act to be given in accounts, and is thereby allowed to be given in a statement annexed, may be given in the directors' report instead of in the accounts and, if any such information is so given, the report shall be annexed to the accounts, and this Act shall apply in relation thereto accordingly, except that the auditors shall report thereon only so far as it gives the said information.

Inspection.

Investigation of company's affairs on application of members.

165. —(1) The Minister may appoint one or more competent inspectors to investigate the affairs of a company and to report thereon in such manner as the Minister directs—

(a) in the case of a company having a share capital, on the application either of not less than one hundred members or of a member or members holding not less than one-tenth of the paid up share capital of the company;

(b) in the case of a company not having a share capital, on the application of not less than one-fifth in number of the persons on the company's register of members.

(2) The application shall be supported by such evidence as the Minister may require for the purpose of showing that the applicants have good reason for requiring the investigation, and the Minister may, before appointing an inspector, require the applicants to give security, to an amount not exceeding £50, for payment of the costs of the investigation.

Investigation of company's affairs in other cases.

166. —Without prejudice to his powers under section 165, the Minister—

(a) shall appoint one or more competent inspectors to investigate the affairs of a company and to report thereon in such manner as the Minister directs if—

(i) the company by special resolution; or

(ii) the court by order;

declares that the company's affairs ought to be investigated by an inspector appointed by the Minister; and

(b) may do so if it appears to the Minister that there are circumstances suggesting—

(i) that the company's business is being conducted with intent to defraud its creditors or the creditors of any other person or otherwise for fraudulent or unlawful purposes or that the affairs of the company are being conducted or the powers of the directors are being exercised in a manner oppressive to any of its members or in disregard of their interests as members of the company or that it was formed for any fraudulent or unlawful purpose; or

(ii) that persons connected with its formation or the management of its affairs have in connection therewith been guilty of fraud, misfeasance or other misconduct towards it or towards its members; or

(iii) that its members have not been given all the information relating to its affairs which they might reasonably expect.

Power of inspectors to extend investigation into affairs of related companies.

167. —If an inspector appointed under sections 165 or 166 to investigate the affairs of a company thinks it necessary for the purposes of his investigation to investigate also the affairs of any other body corporate which is or has at any relevant time been the company's subsidiary or holding company or a subsidiary of its holding company or a holding company of its subsidiary, he shall, with the approval of the Minister, have power so to do, and shall report on the affairs of the other body corporate so far as he thinks the results of his investigation thereof are relevant to the investigation of the affairs of the first-mentioned company.

Production of documents, and evidence, on investigation.

168. —(1) It shall be the duty of all officers and agents of the company and of all officers and agents of any other body corporate whose affairs are investigated by virtue of section 167 to produce to the inspectors all books and documents of or relating to the company, or, as the case may be, the other body corporate which are in their custody or power and otherwise to give to the inspectors all assistance in connection with the investigation which they are reasonably able to give.

(2) An inspector may examine on oath the officers and agents of the company or other body corporate in relation to its business and may administer an oath accordingly.

(3) If any officer or agent of the company or other body corporate refuses to produce to the inspectors any book or document which it is his duty under this section so to produce or refuses to answer any question which is put to him by the inspectors with respect to the affairs of the company or other body corporate, as the case may be, the inspectors may certify the refusal under their hand to the court, and the court may thereupon inquire into the case, and after hearing any witnesses who may be produced against or on behalf of the alleged offender and after hearing any statement which may be offered in defence, punish the offender in like manner as if he had been guilty of contempt of court.

(4) Subject to subsection (5), if an inspector thinks it necessary for the purpose of his investigation that a person whom he has no power to examine on oath, should be so examined, he may apply to the court and the court may, if it sees fit, order that person to attend and be examined on oath before it on any matter relevant to the investigation, and on any such examination—

(a) the inspector may take part therein by solicitor or counsel;

(b) the court may put such questions to the person examined as the court thinks fit;

(c) the person examined shall answer all such questions as the court may put or allow to be put to him, but may at his own cost employ a solicitor with or without counsel, who shall be at liberty to put to him such questions as the court may deem just for the purpose of enabling him to explain or qualify any answers given by him;

and notes of the examination shall be taken down in writing, and shall be read over to or by, and signed by, the person examined and may thereafter be used in evidence against him.

(5) Notwithstanding anything in paragraph (c) of subsection (4), the court may allow the person examined such costs as, in its discretion, it may think fit, and any costs so allowed shall be paid as part of the expenses of the investigation.

(6) In this section, any reference to officers or to agents shall include past, as well as present, officers or agents, as the case may be, and for the purposes of this section, “agents”, in relation to a company or other body corporate, shall include the bankers and solicitors of the company or other body corporate and any persons employed by the company or other body corporate as auditors, whether those persons are or are not officers of the company or other body corporate.

Inspectors' report.

169. —(1) The inspectors may, and if so directed by the Minister shall, make interim reports to the Minister and on the conclusion of the investigation, shall make a final report to the Minister.

Any such report shall be written or printed as the Minister directs.

(2) The Minister shall—

(a) forward a copy of any report made by the inspectors to the registered office of the company;

(b) if the Minister thinks fit, furnish a copy thereof on request and on payment of the prescribed fee to any other person who is a member of the company or of any other body corporate dealt with in the report by virtue of section 167 or whose interests as a creditor of the company or of any such other body corporate as aforesaid appear to the Minister to be affected;

(c) where the inspectors are appointed under section 165, furnish at the request of the applicants for the investigation, a copy to them; and

(d) where the inspectors are appointed under section 166 in pursuance of an order of the court, furnish a copy to the court;

and may also cause the report to be printed and published.

(3) The Minister may lay the report before each House of the Oireachtas and such publication shall be privileged.

Proceedings on inspectors' report.

170. —(1) If from any report made under section 169 it appears to the Minister that any person has, in relation to the company or to any other body corporate whose affairs have been investigated by virtue of section 167, been guilty of any offence for which he is criminally liable, the Minister shall refer the matter to the Attorney General.

(2) If where any matter is referred to the Attorney General under this section, he considers that the case is one in which a prosecution ought to be instituted and institutes proceedings accordingly, it shall be the duty of all officers and agents of the company or other body corporate as aforesaid, as the case may be, (other than the defendant in the proceedings) to give him all assistance in connection with the prosecution which they are reasonably able to give.

Subsection (6) of section 168 shall apply for the purposes of this subsection as it applies for the purpose of that section.

(3) If, in the case of any body corporate liable to be wound up under this Act, it appears to the Minister from any such report as aforesaid that it is expedient so to do, by reason of any such circumstances as are referred to in subparagraph (i) or subparagraph (ii) of paragraph (b) of section 166, the Minister may, unless the body corporate is being wound up by the court, present a petition for it to be so wound up on the ground that it is just and equitable that it should be wound up or on the ground that the affairs of the company are being conducted or the powers of the directors are being exercised in a manner oppressive to any of its members or in disregard of their interests as members of the company or a petition for an order under section 205 or both.

(4) If from any such report as aforesaid it appears to the Minister that proceedings ought, in the public interest, to be brought by any body corporate dealt with by the report for the recovery of damages in respect of any fraud, misfeasance or other misconduct in connection with the promotion or formation of that body corporate or the management of its affairs, or for the recovery of any property of the body corporate which has been misapplied or wrongfully retained, the Minister may himself bring proceedings for that purpose in the name of the body corporate.

(5) The Minister shall indemnify the body corporate against costs or expenses incurred by it in or in connection with any proceedings brought by virtue of subsection (4).

Expenses of investigation of company's affairs.

171. —(1) The expenses of and incidental to an investigation by an inspector appointed by the Minister under the foregoing provisions of this Act shall be defrayed in the first instance by the Minister, but the following persons shall, to the extent mentioned, be liable to repay the Minister:

(a) any person who is convicted on a prosecution instituted as a result of the investigation by the Attorney General or who is ordered to pay damages or restore any property in proceedings brought by virtue of subsection (4) of section 170, may, in the same proceedings, be ordered to pay the said expenses to such an extent as may be specified in the order; and

(b) any body corporate in whose name proceedings are brought as aforesaid shall be liable to the amount or value of any sums or property recovered by it as a result of those proceedings; and

(c) unless, as a result of the investigation, a prosecution is instituted by the Attorney General—

(i) any body corporate dealt with by the report, where the inspector was appointed otherwise than at the Minister's own motion, shall be liable, except so far as the Minister otherwise directs; and

(ii) the applicants for the investigation, where the inspector was appointed under section 165, shall be liable to such extent (if any) as the Minister may direct;

and any amount for which a body corporate is liable by virtue of paragraph (b) shall be a first charge on the sums or property mentioned in that paragraph.

(2) The report of an inspector appointed otherwise than at the Minister's own motion may, if he thinks fit, and shall, if the Minister so directs, include a recommendation as to the directions (if any) which the inspector thinks appropriate, in the light of his investigation, to be given under paragraph (c) of subsection (1).

(3) For the purposes of this section, any costs or expenses incurred by the Minister in or in connection with proceedings brought by virtue of subsection (4) of section 170 (including expenses incurred by virtue of subsection (5) thereof) shall be treated as expenses of the investigation giving rise to the proceedings.

(4) Any liability to repay the Minister imposed by paragraphs (a) and (b) of subsection (1) shall, subject to satisfaction of the Minister's right to repayment, be a liability also to indemnify all persons against liability under paragraph (c) thereof, and any such liability imposed by the said paragraph (a) shall, subject as aforesaid, be a liability also to indemnify all persons against liability under the said paragraph (b); and any person liable under the said paragraph (a) or the said paragraph (b) or either subparagraph of the said paragraph (c) shall be entitled to contribution from any other person liable under the same paragraph or subparagraph, as the case may be, according to the amount of their respective liabilities thereunder.

Inspectors' report to be evidence.

172. —A copy of any report of any inspectors appointed under the foregoing provisions of this Act, shall be admissible in any legal proceedings as evidence of the opinion of the inspectors in relation to any matter contained in the report.

Saving for solicitors and bankers.

173. —Nothing in the foregoing provisions of this Part of this Act shall require disclosure to the Minister or to an inspector appointed by the Minister—

(a) by a solicitor, of any privileged communication made to him in that capacity; or

(b) by bankers as such of any information as to the affairs of any of their customers other than the company or a body corporate whose affairs are being investigated by virtue of section 167.

Directors and other Officers.

Directors.

174. —Every company shall have at least two directors.

Secretary.

175. —(1) Every company shall have a secretary, who may be one of the directors.

(2) Anything required or authorised to be done by or to the secretary may, if the office is vacant or there is for any other reason no secretary capable of acting, be done by or to any assistant or deputy secretary or, if there is no assistant or deputy secretary capable of acting, by or to any officer of the company authorised generally or specially in that behalf by the directors.

Prohibition of body corporate being director.

176. —(1) A company shall not, after the expiration of 3 months from the operative date, have as director of the company a body corporate.

(2) A body corporate which, on the operative date is a director of a company shall within a period of 3 months from that date vacate its office as director of the company, and all acts or things purporting to be made or done after the expiration of that period, by a body corporate as director of any company shall be null and void.

Avoidance of acts done by person in dual capacity as director and secretary.

177. —A provision requiring or authorising a thing to be done by or to a director and the secretary shall not be satisfied by its being done by or to the same person acting both as director and as, or in place of, the secretary.

Validity of acts of directors.

178. —The acts of a director shall be valid notwithstanding any defect which may afterwards be discovered in his appointment or qualification.

Restrictions on appointment or advertisement of director.

179. —(1) A person shall not be capable of being appointed a director of a company by the articles, and shall not be named as a director or proposed director of a company in a prospectus issued by or on behalf of the company, or as proposed director of an intended company in a prospectus issued in relation to that intended company, or in a statement in lieu of prospectus delivered to the registrar by or on behalf of a company unless, before the registration of the articles or the publication of the prospectus or the delivery of the statement in lieu of prospectus, as the case may be, he has by himself or by his agent authorised in writing—

(a) signed and delivered to the registrar of companies for registration a consent in writing to act as such director; and

(b) either—

(i) signed the memorandum for a number of shares not less than his qualification, if any; or

(ii) taken from the company and paid or agreed to pay for his qualification shares, if any; or

(iii) signed and delivered to the registrar for registration an undertaking in writing to take from the company and pay for his qualification shares, if any; or

(iv) made and delivered to the registrar for registration a statutory declaration to the effect that a number of shares, not less than his qualification, if any, are registered in his name.

(2) Where a person has signed and delivered as aforesaid an undertaking to take and pay for his qualification shares, he shall, as regards those shares, be in the same position as if he had signed the memorandum for that number of shares.

(3) References in this section to a share qualification of a director or proposed director shall be construed as including only a share qualification required on appointment or within a period determined by reference to the time of appointment, and references therein to qualification shares shall be construed accordingly.

(4) On the application for registration of the memorandum and articles of a company, the applicant shall deliver to the registrar a list of the persons who have consented to be directors of the company and, if this list contains the name of any person who has not so consented, the applicant shall be liable to a fine not exceeding £50.

(5) This section shall not apply to—

(a) a company not having a share capital; or

(b) a private company; or

(c) a company which was a private company before becoming a public company; or

(d) a prospectus issued by or on behalf of a company after the expiration of one year from the date on which the company was entitled to commence business.

Share qualifications of directors.

180. —(1) Without prejudice to the restrictions imposed by section 179, it shall be the duty of every director who is by the articles of the company required to hold a specified share qualification, and who is not already qualified, to obtain his qualification within 2 months after his appointment, or such shorter time as may be fixed by the articles.

(2) For the purpose of any provision in the articles requiring a director to hold a specified share qualification, the bearer of a share warrant shall not be deemed to be the holder of the shares specified in the warrant.

(3) The office of director of a company shall be vacated if the director does not within 2 months from the date of his appointment or within such shorter time as may be fixed by the articles, obtain his qualification, or if after the expiration of the said period or shorter time, he ceases at any time to hold his qualification.

(4) A person vacating office under this section shall be incapable of being re-appointed director of the company until he has obtained his qualification.

(5) If after the expiration of the said period or shorter time any unqualified person acts as a director of the company, he shall be liable to a fine not exceeding £100.

Appointment of directors to be voted on individually.

181. —(1) At a general meeting of a company, a motion for the appointment of two or more persons as directors of the company by a single resolution shall not be made, unless a resolution that it shall be so made has first been agreed to by the meeting without any vote being given against it.

(2) Subject to subsections (3) and (4), a resolution moved in contravention of this section shall be void, whether or not its being so moved was objected to at the time,

(3) Subsection (2) shall not be taken as excluding the operation of section 178.

(4) Where a resolution moved in contravention of this section is passed, no provision for the automatic re-appointment of retiring directors in default of another appointment shall apply.

(5) For the purposes of this section, a motion for approving a person's appointment or for nominating a person for appointment shall be treated as a motion for his appointment.

(6) Nothing in this section shall apply to a resolution altering the company's articles.

Removal of directors.

182. —(1) A company may by ordinary resolution remove a director before the expiration of his period of office notwithstanding anything in its articles or in any agreement between it and him so, however, that this subsection shall not, in the case of a private company, authorise the removal of a director holding office for life.

(2) Extended notice within the meaning of section 142 shall be required of any resolution to remove a director under this section or to appoint somebody instead of the director so removed at the meeting at which he is removed, and on receipt of notice of an intended resolution to remove a director under this section, the company shall forthwith send a copy thereof to the director concerned, and the director (whether or not he is a member of the company) shall be entitled to be heard on the resolution at the meeting.

(3) Subject to subsection (4), where notice is given of an intended resolution to remove a director under this section and the director concerned makes in relation thereto representations in writing to the company (not exceeding a reasonable length) and requests their notification to the members of the company, the company shall, unless the representations are received by it too late for it to do so,—

(a) in any notice of the resolution given to members of the company, state the fact of the representations having been made; and

(b) send a copy of the representations to every member of the company to whom notice of the meeting is sent (whether before or after receipt of the representations by the company);

and if a copy of the representations is not sent as aforesaid because received too late or because of the company's default, the director may (without prejudice to his right to be heard orally) require that the representations shall be read out at the meeting.

(4) Copies of the representations need not be sent out as aforesaid, and the representations need not be read out at the meeting as aforesaid if, on the application either of the company or of any other person who claims to be aggrieved, the court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter, and the court may order the company's costs on an application under this section to be paid in whole or in part by the director concerned, notwithstanding that he is not a party to the application.

(5) A vacancy created by the removal of a director under this section may be filled at the meeting at which he is removed and, if not so filled, may be filled as a casual vacancy.

(6) A person appointed director in place of a person removed under this section shall be treated, for the purpose of determining the time at which he or any other director is to retire, as if he had become director on the day on which the person in whose place he is appointed was last appointed director.

(7) Nothing in this section shall be taken as depriving a person removed thereunder of compensation or damages payable to him in respect of the determination of his appointment as director or compensation or damages payable to him in respect of the determination of any appointment terminating with that as director or as derogating from any power to remove a director which may exist apart from this section.

Prohibition of undischarged bankrupts acting as directors.

183. —(1) Subject to subsection (2), if any person being an undischarged bankrupt acts as director of, or directly or indirectly takes part in or is concerned in the management of any company except with the leave of the court, he shall be liable on conviction on indictment to imprisonment for a term not exceeding 2 years or to a fine not exceeding £500 or to both, or on summary conviction to imprisonment for a term not exceeding 6 months or to a fine not exceeding £100 or to both.

(2) A person shall not be guilty of an offence under this section by reason that he, being an undischarged bankrupt, has acted as director of, or taken part or been concerned in the management of a company, if he was on the operative date acting as director of, or taking part or being concerned in the management of, that company, and has continuously so acted, taken part or been concerned since that date, and the bankruptcy was prior to that date.

(3) In this section “company” includes an unregistered company and a company incorporated outside the State which has an established place of business within the State.

Power of court to restrain certain persons from acting as directors of or managing companies.

184. —(1) Where a person is convicted on indictment of any offence in connection with the promotion, formation or management of a company or any offence involving fraud or dishonesty whether in connection with a company or not, the court by which he is convicted may on the application of the Attorney General at the close of the trial, order that that person shall not, without the leave of the High Court, be a director of or in any way, whether directly or indirectly, be concerned or take part in the management of any company for such period as may be specified in the order.

(2) Where in the course of winding up a company it appears that a person—

(a) has been guilty of any offence for which he is liable (whether he has been convicted or not) under section 297; or

(b) has otherwise been guilty, while an officer of the company, of any fraud in relation to the company or of any breach of his duty to the company;

the court may make an order that that person shall not, without the leave of the court, be a director of or in any way, whether directly or indirectly, be concerned or take part in the management of any company for such period as may be specified in the order.

(3) An application for the making of an order under subsection (2) may be made on behalf of the liquidator of the company or by any person who is or has been a member or creditor of the company, and on the hearing of any application for an order under this section by the liquidator or of any application for leave under this section by a person against whom an order has been made on the application of the liquidator, the liquidator shall appear and call the attention of the court to any matters which seem to him to be relevant and may himself give evidence or call witnesses.

(4) An order may be made under paragraph (b) of subsection (2) notwithstanding that the person concerned may be criminally liable in respect of the matters on the ground of which the order is to be made, and for the purposes of the said paragraph (b) “officer” shall include any person in accordance with whose directions or instructions the directors of the company have been accustomed to act.

(5) If any person acts in contravention of an order made under this section, he shall, in respect of each offence, be liable on conviction on indictment to imprisonment for a term not exceeding 2 years or to a fine not exceeding £500 or to both or on summary conviction to imprisonment for a term not exceeding 6 months or to a fine not exceeding £100 or to both.

Prohibition of tax-free payments to directors.

185. —(1) It shall not be lawful for a company to pay a director remuneration (whether as director or otherwise) free of income tax or of income tax and sur-tax or of sur-tax, or otherwise calculated by reference to or varying with the amount of his income tax or his income tax and sur-tax or his sur-tax, or to or with the rate of income tax or sur-tax except under a contract which was in force on the 31st day of March, 1962, and provides expressly, and not by reference to the articles, for payment of remuneration as aforesaid.

(2) Any provision contained in a company's articles or in any contract other than such a contract as aforesaid, or in any resolution of a company or a company's directors, for payment to a director of remuneration as aforesaid shall have effect as if it provided for payment, as a gross sum subject to income tax and sur-tax, of the net sum for which it actually provides.

(3) This section shall not apply to remuneration due before the operative date or in respect of a period before the operative date.

Approval of company necessary for payment by it to director for loss of office.

186. —It shall not be lawful for a company to make to any director of the company any payment by way of compensation for loss of office, or as consideration for or in connection with his retirement from office, without particulars relating to the proposed payment (including the amount thereof) being disclosed to the members of the company and the proposal being approved by the company in general meeting.

Approval of company necessary for payment to director of compensation in connection with transfer of property.

187. —(1) It is hereby declared that it is not lawful in connection with the transfer of the whole or any part of the undertaking or property of a company for any payment to be made to any director of the company by way of compensation for loss of office or as consideration for or in connection with his retirement from office, unless particulars relating to the proposed payment (including the amount thereof) have been disclosed to the members of the company and the proposal approved by the company in general meeting.

(2) Where a payment which is hereby declared to be illegal is made to a director of the company, the amount received shall be deemed to have been received by him in trust for the company.

Duty of director to disclose to company payments to be made to him in connection with transfer of shares in a company.

188. — (1) Where, in connection with the transfer to any persons of all or any of the shares in a company being a transfer resulting from—

(a) an offer made to the general body of shareholders; or

(b) an offer made by or on behalf of some other body corporate, with a view to the company becoming its subsidiary or a subsidiary of its holding company; or

(c) an offer made by or on behalf of an individual with a view to his obtaining the right to exercise or control the exercise of not less than one-third of the voting power at any general meeting of the company; or

(d) any other offer which is conditional on acceptance to a given extent;

a payment is to be made to a director of the company by way of compensation for loss of office, or as a consideration for or in connection with his retirement from office, it shall be the duty of that director to take all reasonable steps to secure that particulars of the proposed payment (including the amount thereof) shall be included in or sent with any notice of the offer made for their shares which is given to any shareholders.

(2) If—

(a) any such director fails to take reasonable steps as aforesaid; or

(b) any person who has been properly required by any such director to include the said particulars in or send them with any such notice as aforesaid fails so to do,

he shall be liable to a fine not exceeding £25.

(3) Unless—

(a) the requirements of subsection (1) are complied with in relation to any such payment as is therein mentioned; and

(b) the making of the proposed payment is, before the transfer of any shares in pursuance of the offer, approved by a meeting summoned for the purpose of the holders of the shares to which the offer relates and of other holders of shares of the same class as any of the said shares,

any sum received by the director on account of the payment shall be deemed to have been received by him in trust for any persons who have sold their shares as a result of the offer made, and the expenses incurred by him in distributing that sum amongst those persons shall be borne by him and not retained out of that sum.

(4) Where the shareholders referred to in paragraph (b) of subsection (3) are not all the members of the company and no provision is made by the articles for summoning or regulating such a meeting as is mentioned in that paragraph, the provisions of this Act and of the company's articles relating to general meetings of the company shall, for that purpose, apply to the meeting either without modification or with such modifications as the Minister on the application of any person concerned may direct for the purpose of adapting them to the circumstances of the meeting.

(5) If at a meeting summoned for the purpose of approving any payment as required by paragraph (b) of subsection (3), a quorum is not present and, after the meeting has been adjourned to a later date, a quorum is again not present, the payment shall be deemed, for the purposes of that subsection, to have been approved.

Provisions supplementary to sections 186, 187 and 188.

189. —(1) Where in proceedings for the recovery of any payment as having, by virtue of subsections (1) and (2) of section 187 or subsections (1) and (3) of section 188, been received by any person in trust, it is shown that—

(a) the payment was made in pursuance of any arrangement entered into as part of the agreement for the transfer in question, or within one year before or 2 years after that agreement or the offer leading thereto; and

(b) the company or any person to whom the transfer was made was privy to that arrangement;

the payment shall be deemed, except in so far as the contrary is shown, to be one to which the subsections apply.

(2) If in connection with any such transfer as is mentioned in section 187 or section 188—

(a) the price to be paid to a director of the company for any shares in the company held by him is in excess of the price which could at the time have been obtained by other holders of the like shares; or

(b) any valuable consideration is given to any such director,

the excess or the money value of the consideration, as the case may be, shall, for the purposes of that section, be deemed to have been a payment made to him by way of compensation for loss of office or as consideration for or in connection with his retirement from office.

(3) It is hereby declared that references in sections 186, 187 and 188 to payments to any director of a company by way of compensation for loss of office, or as consideration for or in connection with his retirement from office, include payments to him by way of compensation for loss of office as director of the company or for the loss, while director of the company, or on or in connection with his ceasing to be a director of the company, of any other office in connection with the management of the company's affairs or of any office as director or otherwise in connection with the management of the affairs of any subsidiary company but do not include any bona fide payment by way of damages for breach of contract or by way of pension in respect of past services, and for the purposes of this subsection “pension” includes any superannuation allowance, superannuation gratuity or similar payment.

(4) Nothing in sections 187 and 188 shall be taken to prejudice the operation of any rule of law requiring disclosure to be made with respect to any such payments as are therein mentioned or with respect to any other like payments made or to be made to the directors of a company or to prejudice the operation of any rule of law in relation to the accountability (if any) of any director for any such payment received by him.

(5) References in sections 186, 187, 188 and this section to a director include references to a past-director.

Register of directors' shareholdings.

190. —(1) Every company shall keep a register showing, in relation to each director and secretary of the company, the number, description and amount of any shares in or debentures of the company or any other body corporate, being the company's subsidiary or holding company, or a subsidiary of the company's holding company, which are held by, or in trust for, him or his spouse or any child of his or of which he or they have any right to become the holder (whether on payment or not), so however, that the register need not include shares in any body corporate which is the wholly-owned subsidiary of another body corporate, and for this purpose a body corporate shall be deemed to be the wholly-owned subsidiary of another if it has no members but that other and that other's wholly-owned subsidiaries and its or their nominees.

(2) Subject to subsection (3), where any shares or debentures have to be, or cease to be, recorded in the said register in relation to any director or secretary by reason of a transaction entered into after the operative date and while he is a director or secretary the register shall also show the date of, and price or other consideration for, the transaction.

(3) Where there is an interval between the agreement for any such transaction as aforesaid and the completion thereof, the date shall be that of the agreement.

(4) The nature and extent of the interest or right in or over any shares or debentures recorded in relation to a director or secretary in the said register shall, if he so requires, be indicated in the register.

(5) The company shall not, by virtue of anything done for the purposes of this section, be affected with notice of, or put upon inquiry as to, the rights of any person in relation to any shares or debentures.

(6) Subject to subsection (7), the said register shall be kept at the same office as the register of members is kept, and shall be open to inspection during business hours (subject to such reasonable restrictions as the company may by its articles or in general meeting impose, so that not less than 2 hours in each day be allowed for inspection) by any member or holder of debentures of the company.

(7) The said register shall also be produced at the commencement of the company's annual general meeting and shall remain open and accessible during the continuance of the meeting to any person attending the meeting.

(8) Any member or holder of debentures of the company may require a copy of the register, or of any part thereof, on payment of one shilling, or such less sum as the company may prescribe, for every 100 words or fractional part thereof required to be copied.

The company shall cause any copy so required by any person to be sent to that person within a period of 10 days commencing on the day next after the day on which the requirement is received by the company.

(9) If default is made in complying with subsection (7), the company and every officer of the company who is in default shall be liable to a fine not exceeding £50; and if default is made in complying with subsection (1) or subsection (2), or if any inspection required under this section is refused or if any copy required under this section is not sent within the proper period, the company and every officer of the company who is in default shall be liable to a fine not exceeding £100.

(10) To ensure compliance with the provisions of this section the court may by order compel an inspection of the register or direct that the copies required shall be sent to the persons requiring them.

(11) For the purposes of this section—

(a) any person in accordance with whose directions or instructions the directors of a company are accustomed to act shall be deemed to be a director of the company; and

(b) a person shall be deemed to hold, or to have an interest in or right over, any shares or debentures in which he has an interest jointly or in common with any other person or a limited, reversionary or contingent interest or an interest as the object of a discretionary trust; and

(c) a person shall be deemed to hold, or to have an interest or right in or over any shares or debentures if a body corporate other than the company holds them or has that interest or right in or over them, and either—

(i) that body corporate or its directors are accustomed to act in accordance with his directions or instructions; or

(ii) he is entitled to exercise or control the exercise of one-third or more of the voting power at any general meeting of that body corporate.

(12) This section shall not apply to a private company if and so long as all the members of such private company are directors thereof.

Particulars of directors' salaries and payments to be given in accounts.

191. —(1) In any accounts of a company laid before the annual general meeting or in a statement annexed thereto, there shall, subject to and in accordance with the provisions of this section, be shown so far as the information is contained in the company's books and papers or the company has the right to obtain it from the persons concerned—

(a) the aggregate amount of the directors' emoluments;

(b) the aggregate amount of directors' or past-directors' pensions; and

(c) the aggregate amount of any compensation to directors or past-directors in respect of loss of office.

(2) The amount to be shown under paragraph (a) of subsection (1)—

(a) shall include any emoluments paid to or receivable by any person in respect of his services as director of the company or in respect of his services, while director of the company, as director of any subsidiary thereof or otherwise in connection with the management of the affairs of the company or any subsidiary thereof; and

(b) shall distinguish between emoluments in respect of services as director, whether of the company or of its subsidiary, and other emoluments;

and, for the purposes of this section, “emoluments” in relation to a director, includes fees and percentages, any sums paid by way of expenses allowance in so far as those sums are charged to income tax, any contribution paid in respect of him under any pension scheme, and the estimated money value of any other benefits received by him otherwise than in cash in so far as the same are charged to income tax.

(3) The amount to be shown under paragraph (b) of subsection (1)—

(a) shall not include any pension paid or receivable under a pension scheme if the scheme is such that the contributions thereunder are substantially adequate for the maintenance of the scheme, but save as aforesaid, shall include any pension paid or receivable in respect of any such services of a director or past-director of the company as are mentioned in subsection (2), whether to or by him or, on his nomination or by virtue of dependence on or other connection with him, to or by any other person; and

(b) shall distinguish between pensions in respect of services as director, whether of the company or its subsidiary, and other pensions;

and, for the purposes of this section, “pension” includes any superannuation allowance, superannuation gratuity or similar payment, and “pension scheme” means a scheme for the provision of pensions in respect of services as director or otherwise which is maintained in whole or in part by means of contributions, and “contribution” in relation to a pension scheme means any payment (including an insurance premium) paid for the purposes of the scheme by or in respect of persons rendering services in respect of which pensions will or may become payable under the scheme, except that it does not include any payment in respect of two or more persons if the amount paid in respect of each of them is not ascertainable.

(4) The amount to be shown under paragraph (c) of subsection (1)—

(a) shall include any sums paid to or receivable by a director or past-director by way of compensation for loss of office as director of the company or for the loss, while director of the company, or on or in connection with his ceasing to be a director of the company, of any other office in connection with the management of the company's affairs or of any office as director or otherwise in connection with the management of the affairs of any subsidiary thereof; and

(b) shall distinguish between compensation in respect of the office of director, whether of the company or of its subsidiary, and compensation in respect of other offices;

and, for the purposes of this section, references to compensation for loss of office shall include sums paid as consideration for or in connection with a person's retirement from office.

(5) The amounts to be shown under each paragraph of subsection (1)—

(a) shall include all relevant sums paid by or receivable from—

(i) the company; and

(ii) the company's subsidiaries; and

(iii) any other person;

except sums to be accounted for to the company or any of its subsidiaries or, by virtue of section 188, to past or present members of the company or any of its subsidiaries or any class of those members; and

(b) shall distinguish, in the case of the amount to be shown under paragraph (c) of subsection (1), between the sums respectively paid by or receivable from the company, the company's subsidiaries and persons other than the company and its subsidiaries.

(6) The amounts to be shown under this section for any financial year shall be the sums receivable in respect of that year, whenever paid, or, in the case of sums not receivable in respect of a period, the sums paid during that year, so, however, that where—

(a) any sums are not shown in the accounts for the relevant financial year on the ground that the person receiving them is liable to account therefor as mentioned in paragraph (a) of subsection (5), but the liability is thereafter wholly or partly released or is not enforced within a period of 2 years; or

(b) any sums paid by way of expenses allowance are charged to income tax after the end of the relevant financial year;

those sums shall, to the extent to which the liability is released or not enforced or they are charged as aforesaid, as the case may be, be shown in the first accounts in which it is practicable to show them, or in a statement annexed thereto, and shall be distinguished from the amounts to be shown therein apart from this provision.

(7) Where it is necessary so to do for the purpose of making any distinction required by this section in any amount to be shown thereunder, the directors may apportion any payments between the matters in respect of which they have been paid or are receivable in such manner as they think appropriate.

(8) If in the case of any accounts the requirements of this section are not complied with, it shall be the duty of the auditors of the company by whom the accounts are examined to include in the report thereon, so far as they are reasonably able to do so, a statement giving the required particulars.

(9) In this section, any reference to a company's subsidiary—

(a) in relation to a person who is or was, while a director of the company, a director also, by virtue of the company's nomination, direct or indirect, of any other body corporate, shall, subject to the following paragraph, include that body corporate, whether or not it is or was in fact the company's subsidiary; and

(b) shall, for the purposes of subsections (2) and (3), be taken as referring to a subsidiary at the time the services were rendered, and, for the purposes of subsection (4), be taken as referring to a subsidiary immediately before the loss of office as director of the company.

Particulars of loans to directors to be given in accounts.

192. —(1) The accounts which, in pursuance of this Act, are to be laid before the annual general meeting of every company shall, subject to the provisions of this section, contain particulars showing—

(a) the amount of any loans made during the company's financial year to—

(i) any director of the company;

(ii) any person who, after the making of the loan, became during that year a director of the company; and

(iii) any body corporate in which the directors of the company (or any of them) are beneficially entitled to more than 20 per cent. in nominal value of the shares of such body corporate which carry voting rights other than voting rights which arise only in specified circumstances;

by the company or a subsidiary thereof or by any other person under a guarantee from or on a security provided by the company or a subsidiary thereof (including any such loans which were repaid during that year); and

(b) the amount of any loans made in manner aforesaid to any such director, person or body corporate as aforesaid at any time before the company's financial year and outstanding at the expiration thereof.

(2) Subsection (1) shall not require the inclusion in accounts of particulars of—

(a) a loan made in the ordinary course of its business by the company or a subsidiary thereof, where the ordinary business of the company, or, as the case may be, the subsidiary, includes the lending of money; or

(b) a loan made by the company or a subsidiary thereof to an employee of the company or subsidiary, as the case may be, if the loan does not exceed £2,000 and is certified by the directors of the company or subsidiary, as the case may be, to have been made in accordance with any practice adopted or about to be adopted by the company or subsidiary relating to loans to its employees;

not being, in either case, a loan made by the company under a guarantee from or on a security provided by a subsidiary thereof or a loan made by a subsidiary of the company under a guarantee from or on a security provided by the company or any other subsidiary thereof.

(3) If in the case of any such accounts as aforesaid, the requirements of this section are not complied with, it shall be the duty of the auditors of the company by whom the accounts are examined to include in their report on the balance sheet of the company, so far as they are reasonably able to do so, a statement giving the required particulars.

(4) References in this section to a subsidiary shall be taken as referring to a subsidiary at the end of the company's financial year (whether or not a subsidiary at the date of the loan).

General duty to make disclosure for the purposes of sections 190, 191 and 192.

193. —(1) It shall be the duty of every director and secretary of a company to give notice in writing to the company as soon as may be of such matters relating to himself and to his spouse and children as may be necessary for the purposes of section 190.

(2) It shall be the duty of every director of a company to give notice in writing to the company of such matters relating to himself as may be necessary for the purposes of sections 191 and 192 except in so far as the latter section relates to loans made by the company or by any other person under a guarantee from or on a security provided by the company to a director thereof.

(3) If any such notice is not given at a meeting of directors, the director or secretary, as the case may be, giving it shall take reasonable steps to secure that it is brought up and read at the next meeting of the directors after it is given.

(4) Any person who fails to comply with this section shall be liable to a fine not exceeding £100.

Duty of director to disclose his interest in contracts made by the company.

194. —(1) It shall be the duty of a director of a company who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the company to declare the nature of his interest at a meeting of the directors of the company.

(2) In the case of a proposed contract the declaration required by this section to be made by a director shall be made at the meeting of the directors at which the question of entering into the contract is first taken into consideration, or if the director was not at the date of that meeting interested in the proposed contract, at the next meeting of the directors held after he became so interested, and in a case where the director becomes interested in a contract after it is made, the said declaration shall be made at the first meeting of the directors held after the director becomes so interested.

(3) Subject to subsection (4), for the purposes of this section, a general notice given to the directors of a company by a director to the effect that he is a member of a specified company or firm and is to be regarded as interested in any contract which may, after the date of the notice, be made with that company or firm, shall be deemed to be a sufficient declaration of interest in relation to any contract so made.

(4) No such notice as aforesaid shall be of effect unless either it is given at a meeting of the directors or the director takes reasonable steps to secure that it is brought up and read at the next meeting of the directors after it is given.

(5) (a) A copy of every declaration made and notice given in pursuance of this section shall, within 3 days after the making or giving thereof, be entered in a book kept for this purpose. Such book shall be open for inspection without charge by any director, secretary, auditor or member of the company at the registered office of the company and shall be produced at every general meeting of the company, and at any meeting of the directors if any director so requests in sufficient time to enable the book to be available at the meeting.

(b) If a company fails to comply with this subsection the company and every officer of the company who is in default shall be liable to a fine not exceeding £100 and if any inspection or production required thereunder is refused, the court may by order compel an immediate inspection or production.

(6) Any director who fails to comply with this section shall be liable to a fine not exceeding £100.

(7) Nothing in this section shall be taken to prejudice the operation of any rule of law restricting directors of a company from having any interest in contracts with the company.

Register of directors and secretaries.

195. —(1) Every company shall keep at its registered office a register of its directors and secretaries.

(2) Subject to subsection (3), the said register shall contain the following particulars relating to each director—

(a) his present Christian name and surname and any former Christian name and surname; and

(b) his usual residential address; and

(c) his nationality, if not Irish; and

(d) his business occupation, if any; and

(e) particulars of any other directorships of bodies corporate incorporated in the State held by him.

(3) It shall not be necessary for the said register to contain particulars of directorships held by a director in bodies corporate of which the company is the wholly-owned subsidiary or which are the wholly-owned subsidiaries either of the company or of another body corporate of which the company is the wholly-owned subsidiary and for the purposes of this subsection a body corporate shall be deemed to be the wholly-owned subsidiary of another if it has no members except that other and that other's wholly-owned subsidiaries and its or their nominees.

(4) Subject to subsection (5), the said register shall contain the following particulars relating to the secretary or, where there are joint secretaries, in relation to each of them—

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

(b) in the case of a body corporate, the corporate name and registered office.

(5) Where all the partners in a firm are joint secretaries, the name and principal office of the firm may be stated instead of the said particulars.

(6) The company shall, within the periods respectively mentioned in subsection (7), send to the registrar of companies a return in the prescribed form containing the particulars specified in the said register and a notification in the prescribed form of any change among its directors or in its secretary, or in any of the particulars contained in the register specifying the date of the change.

(7) Subject to subsection (8), the periods referred to in subsection (6) are the following:—

(a) the period within which the said return is to be sent shall be a period of 14 days from the appointment of the first directors of the company; and

(b) the period within which the said notification of a change is to be sent shall be 14 days from the happening thereof.

(8) In the case of a return containing particulars relating to any person who is the company's secretary on the operative date, the period shall be 14 days from the operative date.

(9) The register to be kept under this section shall, during business hours (subject to such reasonable restrictions as the company may by its articles or in general meeting impose, so that not less than 2 hours in each day be allowed for inspection) be open to the inspection of any member of the company without charge, and of any other person, on payment of one shilling or such less sum as the company may prescribe, for each inspection.

(10) If any inspection required under this section is refused or if default is made in complying with subsections (1), (2), (4) or (6), the company and every officer of the company who is in default shall be liable to a fine not exceeding £100.

(11) In the case of any such refusal, the court may by order compel an immediate inspection of the register.

(12) For the purposes of this section—

(a) a person in accordance with whose directions or instructions the directors of a company are accustomed to act shall be deemed to be a director and officer of the company;

(b) “Christian name” includes a forename;

(c) in the case of a person usually known by a title different from his surname, the expression “surname” means that title;

(d) references to a former Christian name or surname do not include—

(i) in the case of a person usually known by a title different from his surname, the name by which he was known previous to the adoption of or succession to the title; or

(ii) in the case of any person, a former Christian name or surname where that name or surname was changed or disused before the person bearing the name attained the age of 18 years or has been changed or disused for a period of not less than 20 years; or

(iii) in the case of a married woman, the name or surname by which she was known previous to the marriage.

Particulars relating to directors to be shown on all business letters of the company.

196. —(1) Subject to subsection (2), every company to which this section applies shall, in all business letters on or in which the company's name appears and which are sent by the company to any person, state in legible characters in relation to every director the following particulars:

(a) his present Christian name, or the initials thereof, and present surname; and

(b) any former Christian names and surnames; and

(c) his nationality, if not Irish.

(2) If special circumstances exist which render it in the opinion of the Minister expedient that such an exemption should be granted, the Minister may, subject to such conditions as he may think fit, grant exemption from the obligations imposed by this section.

(3) This section shall apply to—

(a) every company registered under this Act or under the Companies (Consolidation) Act, 1908, unless it was registered before the 23rd day of November, 1916, and

(b) every company incorporated outside the State which has an established place of business within the State, unless it had established such a place of business before the said date; and

(c) every company licensed under the Moneylenders Act, 1933 , whenever it was registered or whenever it established a place of business.

(4) Subject to subsection (5), if a company makes default in complying with this section, every officer of the company who is in default shall be liable on summary conviction for each offence to a fine not exceeding £25, and, for the purpose of this subsection, where a body corporate is an officer of the company, any officer of the body corporate shall be deemed to be an officer of the company.

(5) No proceedings shall be instituted under this section except by, or with the consent of, the Minister.

(6) For the purposes of this section—

(a) “director” includes any person in accordance with whose directions or instructions the directors of the company are accustomed to act, and “officer” shall be construed accordingly; and

(b) “initials” includes a recognised abbreviation of a Christian name; and paragraphs (b), (c) and (d) of subsection (12) of section 195 shall apply as they apply for the purposes of that section.

Limited company may have directors with unlimited liability.

197. —(1) In a limited company the liability of the directors, or of the managing director, may, if so provided by the memorandum, be unlimited.

(2) In a limited company in which the liability of a director is unlimited, the directors of the company and the member who proposes a person for election or appointment to the office of director, shall add to that proposal a statement that the liability of the person holding that office will be unlimited, and before the person accepts the office or acts therein, notice in writing that his liability will be unlimited shall be given to him by the following or one of the following persons, namely, the promoters of the company, the directors of the company, and the secretary of the company.

(3) If any director or proposer makes default in adding such a statement, or if any promoter or director or secretary makes default in giving such a notice, he shall be liable to a fine not exceeding £100 and shall also be liable for any damage which the person so elected or appointed may sustain from the default, but the liability of the person elected or appointed shall not be affected by the default.

Power of limited company to make liability of directors unlimited.

198. —(1) A limited company, if so authorised by its articles, may, by special resolution, alter its memorandum so as to render unlimited the liability of its directors or of any managing director.

(2) Upon the passing of any such special resolution, the provisions thereof shall be as valid as if they had been originally contained in the memorandum.

Provisions as to assignment of office by directors.

199. —If in the case of any company provision is made by the articles or by any agreement entered into between any person and the company for empowering a director of the company to assign his office as such to another person, any assignment of office made in pursuance of the said provision shall, notwithstanding anything to the contrary contained in the said provision, be of no effect unless and until it is approved by a special resolution of the company.

Avoidance of Provisions in Articles or Contracts relieving Officers from Liability.

Avoidance of provisions exempting officers and auditors of company from liability.

200. —Subject as hereinafter provided, any provision whether contained in the articles of a company or in any contract with a company or otherwise for exempting any officer of the company or any person employed by the company as auditor from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the company shall be void, so, however, that—

(a) nothing in this section shall operate to deprive any person of any exemption or right to be indemnified in respect of anything done or omitted to be done by him while any such provision was in force; and

(b) notwithstanding anything in this section, a company may, in pursuance of any such provision as aforesaid, indemnify any such officer or auditor against any liability incurred by him in defending proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted, or in connection with any application under section 391 in which relief is granted to him by the court.

Arrangements and Reconstructions.

Compromise between company and its members or creditors.

201. —(1) Where a compromise or arrangement is proposed between a company and its creditors or any class of them or between the company and its members or any class of them, the court may, on the application of the company or of any creditor or member of the company, or, in the case of a company being wound up, of the liquidator, order a meeting of the creditors or class of creditors, or of the members of the company or class of members, as the case may be, to be summoned in such manner as the court directs.

(2) Whenever such an application as is mentioned in subsection (1) is made, the court may on such terms as seem just, stay all proceedings or restrain further proceedings against the company for such period as to the court seems fit.

(3) If a majority in number representing three-fourths in value of the creditors or class of creditors or members or class of members, as the case may be, present and voting either in person or by proxy at the meeting, vote in favour of a resolution agreeing to any compromise or arrangement, the compromise or arrangement shall, if sanctioned by the court, be binding on all the creditors or the class of creditors, or on the members or class of members, as the case may be, and also on the company or, in the case of a company in the course of being wound up, on the liquidator and contributories of the company.

(4) Section 144 shall apply to any such resolution as is mentioned in subsection (3) which is passed at any adjourned meeting held under this section.

(5) An order made under subsection (3) shall have no effect until an office copy of the order has been delivered to the registrar of companies for registration, and a copy of every such order shall be annexed to every copy of the memorandum of the company issued after the order has been made, or, in the case of a company not having a memorandum, of every copy so issued of the instrument constituting or defining the constitution of the company.

(6) If a company fails to comply with subsection (5), the company and every officer of the company who is in default shall be liable to a fine not exceeding £20.

(7) In this section and in section 202, “company” means any company liable to be wound up under this Act, and “arrangement” includes a reorganisation of the share capital of the company by the consolidation of shares of different classes or by the division of shares into shares of different classes or by both those methods.

Information as to compromises with members and creditors.

202. —(1) Where a meeting of creditors or any class of creditors or members or any class of members is summoned under section 201 there shall—

(a) with every notice summoning the meeting which is sent to a creditor or member, be sent also a statement explaining the effect of the compromise or arrangement and in particular stating any material interests of the directors of the company, whether as directors or as members or as creditors of the company or otherwise, and the effect thereon of the compromise or arrangement, in so far as it is different from the effect on the like interests of other persons; and

(b) in every notice summoning the meeting which is given by advertisement, be included either such a statement as aforesaid or a notification of the place at which and the manner in which creditors or members entitled to attend the meeting may obtain copies of such a statement as aforesaid.

(2) Where the compromise or arrangement affects the rights of debenture holders of a company, the said statement shall give the like explanation in relation to the trustees of any deed for securing the issue of the debentures as it is required to give in relation to the company's directors.

(3) Where a notice given by advertisement includes a notification that copies of a statement explaining the effect of a compromise or arrangement proposed can be obtained by creditors or members entitled to attend the meeting, every such creditor or member shall, on making application in the manner indicated by the notice, be furnished by the company free of charge with a copy of the statement.

(4) Subject to subsection (5), where a company fails to comply with any requirement of this section, the company and every officer of the company who is in default shall be liable to a fine not exceeding £100, and for the purpose of this subsection any liquidator of the company and any trustee of a deed for securing the issue of debentures of the company shall be deemed to be an officer of the company.

(5) A person shall not be liable under subsection (4) if that person shows that the default was due to the refusal of any other person, being a director or trustee for debenture holders, to supply the necessary particulars as to his interests.

(6) It shall be the duty of any director of the company and of any trustee for debenture holders of the company to give notice to the company of such matters relating to himself as may be necessary for the purposes of this section, and any person who makes default in complying with this subsection shall be liable to a fine not exceeding £50.

Provisions to facilitate reconstruction and amalgamation of companies.

203. —(1) Where an application is made to the court under section 201 for the sanctioning of a compromise or arrangement proposed between a company and any such persons as are mentioned in that section, and it is shown to the court that the compromise or arrangement has been proposed for the purposes of or in connection with a scheme for the reconstruction of any company or companies or the amalgamation of any two or more companies, and that under the scheme the whole or any part of the undertaking or the property of any company concerned in the scheme (in this section referred to as “a transferor company”) is to be transferred to another company (in this section referred to as “the transferee company”), the court may, either by the order sanctioning the compromise or arrangement or by any subsequent order make provision for all or any of the following matters—

(a) the transfer to the transferee company of the whole or any part of the undertaking and of the property or liabilities of any transferor company;

(b) the allotting or appropriation by the transferee company of any shares, debentures, policies or other like interests in that company which under the compromise or arrangement are to be allotted or appropriated by that company to or for any person;

(c) the continuation by or against the transferee company of any legal proceedings pending by or against any transferor company;

(d) the dissolution, without winding up, of any transferor company;

(e) the provision to be made for any persons who, within such time and in such manner as the court directs, dissent from the compromise or arrangement;

(f) such incidental, consequential and supplemental matters as are necessary to secure that the reconstruction or amalgamation shall be fully and effectively carried out.

(2) Where an order under this section provides for the transfer of property or liabilities, that property shall, by virtue of the order, be transferred to and vest in, and those liabilities shall, by virtue of the order, be transferred to and become the liabilities of the transferee company, and in the case of any property, if the order so directs, freed from any charge which is, by virtue of the compromise or arrangement, to cease to have effect.

(3) Where an order is made under this section, every company in relation to which the order is made shall cause an office copy thereof to be delivered to the registrar of companies for registration within 21 days after the making of the order, and if default is made in complying with this subsection, the company and every officer of the company who is in default shall be liable to a fine not exceeding £25.

(4) In this section, “property” includes property, rights and powers of every description, and “liabilities” includes duties.

(5) Notwithstanding subsection (7) of section 201, “company” in this section does not include any company other than a company within the meaning of this Act.

Power to acquire shares of shareholders dissenting from scheme or contract which has been approved by majority.

204. —(1) Subject to subsection (2), where a scheme, contract or offer involving the acquisition by one company, whether a company within the meaning of this Act or not (in this section referred to as “the transferee company”) of the beneficial ownership of all the shares (other than shares already in the beneficial ownership of the transferee company) in the capital of another company, being a company within the meaning of this Act (in this section referred to as “the transferor company”) has become binding or been approved or accepted in respect of not less than four-fifths in value of the shares affected not later than the date 4 months after publication generally to the holders of the shares affected of the terms of such scheme, contract or offer, the transferee company may at any time before the expiration of the period of 6 months next following such publication give notice in the prescribed manner to any dissenting shareholder that it desires to acquire the beneficial ownership of his shares, and when such notice is given the transferee company shall, unless on an application made by the dissenting shareholder within one month from the date on which the notice was given, the court thinks fit to order otherwise, be entitled and bound to acquire the beneficial ownership of those shares on the terms on which under the scheme, contract or offer, the beneficial ownership of the shares in respect of which the scheme, contract or offer has become binding or been approved or accepted is to be acquired by the transferee company.

(2) Where shares in the transferor company are, at the date of such publication, already in the beneficial ownership of the transferee company to a value greater than one-fifth of the aggregate value of those shares and the shares affected, subsection (1) shall not apply unless the assenting shareholders besides holding not less than four-fifths in value of the shares affected are not less than three-fourths in number of the holders of those shares.

(3) For the purpose of this section, shares in the transferor company in the beneficial ownership of a subsidiary of the transferee company shall be deemed to be in the beneficial ownership of the transferee company, the acquisition of the beneficial ownership of shares in the transferor company by a subsidiary of the transferee company shall be deemed to be the acquisition of such beneficial ownership by the transferee company and shares shall not be treated as not being in the beneficial ownership of the transferee company merely by reason of the fact that those shares are or may become subject to a charge in favour of another person.

(4) Where, in consequence of any such scheme, contract or offer, the beneficial interest in shares in the transferor company is acquired by the transferee company and as a result of such acquisition the transferee company has become the beneficial owner of four-fifths in value of all the shares in the transferor company then—

(a) the transferee company shall, within one month of the date of such acquisition, give notice of that fact in the prescribed manner to all holders of shares in the transferor company not in the beneficial ownership of the transferee company; and

(b) any such holder may, within 3 months from the giving of the notice to him, require the transferee company to acquire his shares;

and, where a shareholder gives notice under paragraph (b) in relation to any shares, the transferee company shall be entitled and bound to acquire the beneficial ownership of those shares on the terms on which under the scheme, contract or offer the beneficial ownership of the shares of the assenting shareholders was acquired by it, or on such other terms as may be agreed or as the court on the application either of the transferee company or of a shareholder thinks fit to order, and subsections (5), (6) and (7) shall be applicable mutatis mutandis as if any reference therein to a notice given under subsection (1) were a reference to a notice given under paragraph (b).

(5) Where a notice has been given by the transferee company under subsection (1) and the court has not, on application made by the dissenting shareholder, ordered to the contrary, the transferee company shall, on the expiration of one month from the date on which the notice was given, or, if an application to the court by the dissenting shareholder is then pending, after that application has been disposed of, transmit to the transferor company a copy of the notice together with an instrument of transfer of the shares of the dissenting shareholder executed on behalf of the dissenting shareholder as transferor by any person appointed by the transferee company and by the transferee (being either the transferee company or a subsidiary of the transferee company or a nominee of the transferee company or of such a subsidiary) and pay to or vest in the transferor company the amount or other consideration representing the price payable by the transferee company for the shares the beneficial ownership of which by virtue of this section the transferee company is entitled to acquire, and the transferor company shall thereupon register as the holder of those shares the person who executed such instrument as the transferee, so however, that an instrument of transfer shall not be so required for any share for which a share warrant is for the time being outstanding.

(6) Any sums received by the transferor company under this section shall be paid into a separate bank account and any such sums and any other consideration so received shall be held by that company on trust for the several persons entitled to the shares in respect of which the said sums or other consideration were respectively received.

(7) The transferor company or a nominee of the transferor company shall not be entitled to exercise any right of voting conferred by any shares in the transferee company issued to it or to its nominee as aforesaid except by and in accordance with instructions given by the shareholder in respect of whom those shares were so issued or his successor in title.

(8) In this section, “the shares affected” means the shares the acquisition of the beneficial ownership of which by the transferee company is involved in the scheme, contract or offer, “assenting shareholder” means a holder of any of the shares affected in respect of which the scheme, contract or offer has become binding or been approved or accepted and “dissenting shareholder” means a holder of any of the shares affected in respect of which the scheme, contract or offer has not become binding or been approved or accepted or who has failed or refused to transfer his shares in accordance with the scheme, contract or offer.

(9) Where the scheme, contract or offer becomes binding on or is approved or accepted by a person in respect of a part only of the shares held by him, he shall be treated as an assenting shareholder as regards that part of his holding and as a dissenting shareholder as regards the remainder of his holding.

(10) Where the scheme, contract or offer provides that an assenting shareholder may elect between 2 or more sets of terms for the acquisition by the transferee company of the beneficial ownership of the shares affected, the notice given by the transferee company under subsection (1) shall be accompanied by or embody a notice stating the alternative sets of terms between which assenting shareholders are entitled to elect and specifying which of those sets of terms shall be applicable to the dissenting shareholder if he does not before the expiration of 14 days from the date of the giving of the notice notify to the transferee company in writing his election as between such alternative sets of terms, and the terms upon which the transferee company shall under this section be entitled and bound to acquire the beneficial ownership of the shares of the dissenting shareholder shall be the set of terms which the dissenting shareholder shall so notify or, in default of such notification, the set of terms so specified as applicable.

(11) In the application of this section to a transferor company the share capital of which consists of two or more classes of shares, references to the shares in the capital of the transferor company shall be construed as references to the shares in its capital of a particular class.

(12) Subject to subsection (13), this section shall not apply to a scheme, contract or offer the terms of which were published generally to the holders of the shares affected before the operative date and section 8 of the Companies Act, 1959 , shall continue to apply to any such scheme, contract or offer and for the purposes of any such scheme, contract or offer, the said section shall be deemed to remain in full force.

(13) Where any such scheme, contract or offer as is mentioned in subsection (1) was approved or accepted in the manner described in that subsection at any time before the passing of the Companies Act, 1959 , the court may by order on an application made to it by the transferee company within 6 months after the operative date authorise notice to be given under this section within such time after the making of the order as the court shall direct, and this section shall apply accordingly, except that the terms on which the shares of the dissenting shareholder are to be acquired shall be such terms as the court may by the order direct, instead of the terms provided by the scheme, contract or offer.

Minorities.

Remedy in cases of oppression.

205. —(1) Any member of a company who complains that the affairs of the company are being conducted or that the powers of the directors of the company are being exercised in a manner oppressive to him or any of the members (including himself), or in disregard of his or their interests as members, may apply to the court for an order under this section.

(2) In a case falling within subsection (3) of section 170, the Minister may apply for an order under this section.

(3) If, on any application under subsection (1) or subsection (2) the court is of opinion that the company's affairs are being conducted or the directors' powers are being exercised as aforesaid, the court may, with a view to bringing to an end the matters complained of, make such order as it thinks fit, whether directing or prohibiting any act or cancelling or varying any transaction or for regulating the conduct of the company's affairs in future, or for the purchase of the shares of any members of the company by other members of the company or by the company and in the case of a purchase by the company, for the reduction accordingly of the company's capital, or otherwise.

(4) Where an order under this section makes any alteration in or addition to any company's memorandum or articles, then, notwithstanding anything in any other provision of this Act but subject to the provisions of the order, the company concerned shall not have power without the leave of the court to make any further alteration in or addition to the memorandum or articles inconsistent with the provisions of the order; but, subject to the foregoing provisions of this subsection, the alterations or additions made by the order shall be of the same effect as if duly made by resolution of the company, and the provisions of this Act shall apply to the memorandum or articles as so altered or added to accordingly.

(5) An office copy of any order under this section altering or adding to or giving leave to alter or add to a company's memorandum or articles shall, within 21 days after the making thereof, be delivered by the company to the registrar of companies for registration; and if a company fails to comply with this subsection, the company and every officer of the company who is in default shall be liable to a fine not exceeding £25.

(6) The personal representative of a person who, at the date of his death was a member of a company, or any trustee of, or person beneficially interested in, the shares of a company by virtue of the will or intestacy of any such person, may apply to the court under subsection (1) for an order under this section and, accordingly, any reference in that subsection to a member of a company shall be construed as including a reference to any such personal representative, trustee or person beneficially interested as aforesaid or to all of them.

(7) If, in the opinion of the court, the hearing of proceedings under this section would involve the disclosure of information the publication of which would be seriously prejudicial to the legitimate interests of the company, the court may order that the hearing of the proceedings or any part thereof shall be in camera.