PART I

Preliminary

1. —(1) This Act may be cited as the Companies Act, 1990.

(2) This Act and the Companies Acts, 1963 to 1986, may be cited together as the Companies Acts, 1963 to 1990.

(3) The Companies Acts, 1963 to 1986, and this Act shall be construed together as one Act.

2. —This Act shall come into operation on such day or days as may be fixed therefor by order or orders of the Minister, either generally or with reference to a particular purpose or provision, and different days may be so fixed for different purposes and different provisions of this Act.

3. —(1) In this Act, unless the context otherwise requires—

“books and documents” and “books or documents” include accounts, deeds, writings and records made in any other manner;

“child” includes a step-child and an adopted child and “son”, “daughter” and “parent” shall be construed accordingly;

“the Companies Acts” means the Companies Act, 1963 , and every enactment (including this Act) which is to be construed as one with that Act;

“connected person” has the meaning assigned to it by section 26 ;

“contravention” includes failure to comply;

“daily default fine” has the meaning assigned to it by section 240 (6);

“the Minister” means the Minister for Industry and Commerce;

“prescribe” means prescribe by regulations;

“the Principal Act” means the Companies Act, 1963 ;

“recognised stock exchange” has the meaning assigned to it by subsection (2);

“related company” has the meaning assigned to it by section 140 ;

“shadow director” has the meaning assigned to it by section 27 .

(2) (a) A recognised stock exchange for the purposes of any provision of the Companies Acts is an exchange prescribed by the Minister for the purposes of that section.

(b) The definition of “recognised stock exchange” in paragraph (a) is in substitution for the definition in section 2 (1) of the Principal Act.

(3) The Minister may make regulations in relation to any matter referred to in this Act as prescribed or to be prescribed.

(4) In this Act—

(a) a reference to a Part or section is to a Part or section of this Act unless it is indicated that a reference to some other enactment is intended;

(b) a reference to a subsection, paragraph or subparagraph is to the subsection, paragraph or subparagraph of the provision in which the reference occurs, unless it is indicated that reference to some other provision is intended; and

(c) a reference to any other enactment shall, unless the context otherwise requires, be construed as a reference to that enactment as amended by or under any other enactment, including this Act.

4. —(1) Where the time limited by any provision of this Act for the doing of anything expires on a Saturday, Sunday or public holiday, the time so limited shall extend to and the thing may be done on the first following day that is not a Saturday, Sunday or public holiday.

(2) Where in this Act anything is required or allowed to be done within a number of days not exceeding six a day that is a Saturday, Sunday or public holiday shall not be reckoned in computing that number.

5. —The Minister may by order revoke or amend an order made by him under any provision of this Act, other than section 2 .

6. —(1) The following provisions of the Principal Act are hereby repealed — sections 147, 162 (inserted by section 6 of the Companies (Amendment) Act, 1982 ), 163, 165 to 173, 184, 294, 296, 380 and 385, and the Seventh and Tenth Schedules.

(2) The following provisions are also hereby repealed—

(a) Regulation 8 of the European Communities (Companies) Regulations, 1973,

(b) section 6 of the Companies (Amendment) Act, 1977 , and

(c) section 21 of the Companies (Amendment) Act, 1986 .