Companies Act 1997

• Coming into Force: 02 March 1998
• Revision Date: 01 December 2022
• Published date: 01 January 1997
• Year: 1997
• Type of Document: Current Version

Contenidos

• Companies Act 1997
• PART I.—PRELIMINARY.
• 1. Compliance with Constitutional requirements.
• 2. Interpretation.
• 3. Public notice.
• 4. Meaning of "solvency test".
• 5. Meaning of "holding company" and "subsidiary".
• 6. "Control" defined.
• 7. Certain matters to be disregarded.
• 8. Other interpretation provisions.
• 9. Application of Act to banks and financial institutions.
• 10. Act binds the State.
• PART II.—INCORPORATION.
• 11. Essential requirements.
• 12. Right to apply for registration.
• 13. Application for registration.
• 13A. Signed consent.
• 14. Registration.
• 15. Certificate of incorporation.
• 16. Separate legal personality.
• PART III.—CAPACITY, POWERS, AND VALIDITY OF ACTIONS.
• 17. Capacity and powers.
• 18. Validity of actions.
• 19. Dealings between company and other persons.
• 20. No constructive notice.
• PART IV.—COMPANY NAMES.
• 21. Name to be reserved.
• 22. Requirements relating to names of companies.
• 23. Application for reservation of name.
• 24. Change of name.
• 25. Direction to change name.
• 26. Use of company name.
• PART V.—COMPANY CONSTITUTION.
• 27. No requirement for company to have constitution.
• 28. Effect of Act on company having constitution.
• 29. Effect of Act on company not having constitution.
• 30. Form of constitution.
• 31. Contents of constitution.
• 32. Effect of constitution.
• 33. Adoption, alteration, and revocation of constitution.
• 34. New form of constitution.
• 35. Court may alter constitution.
• PART VI.—SHARES.
• 36. Legal nature of shares.
• 37. Rights and powers attaching to shares.
• 38. Types of shares.
• 39. No nominal value.
• 40. Transferability of shares.
• 41. Contracts for issue of shares.
• 42. Issue of shares on registration and amalgamation.
• 43. Issue of other shares.
• 44. Notice of share issue.
• 44A. Shareholder approval for issue of shares.
• 45. Pre-emptive rights.
• 46. Consideration for issue of shares.
• 46A. Consideration for issue of shares on registration.
• 47. Consideration to be decided by board.
• 47A. Exceptions to Section 47.
• 47B. Consideration in relation to issue of options and convertible securities.
• 48. Consent to issue of shares.
• 49. Time of issue of shares.
• 50. Board may authorise distributions.
• 51. Dividends.
• 52. Shares in lieu of dividends.
• 53. Shareholder discounts.
• 54. Recovery of distributions.
• 55. Distribution includes reduction of shareholder liability.
• 56. Company may acquire or redeem its own shares.
• 57. Offer to purchase shares.
• 57A. Company may hold its own shares.
• 57B. Rights and obligations of shares company holds in itself suspended.
• 57C. Re-issue of shares company holds in itself.
• 58. Enforceability of contract to purchase shares.
• 59. Meaning of "redeemable".
• 60. Redemption at option of company.
• 61. Redemption at option of shareholder.
• 62. Redemption on fixed date.
• 63. Company may give financial assistance.
• 63A. Enforceability of transactions.
• 64. Subsidiary may not hold shares in holding company.
• 65. Transfer of shares.
• 66. Transfer of shares by operation of law.
• 67. Company to maintain share register.
• 68. Place of share register.
• 69. Share register as evidence of legal title.
• 70. Directors' duty to supervise share register.
• 71. Power to rectify share register.
• 72. Beneficial ownership of shares
• 73. Personal representative may be registered.
• 74. Trustee of bankrupt may be registered.
• 75. Share certificates.
• 76. Loss or destruction of share certificates.
• 77. Exemptions from share transfer provisions.
• PART VII.—SHAREHOLDERS AND THEIR RIGHTS AND OBLIGATIONS.
• 78. Meaning of "shareholder".
• 79. Liability of shareholders.
• 80. Liability of former shareholders.
• 81. Additional provisions relating to liability of shareholders and former shareholders.
• 82. Liability for calls.
• 83. Shareholders not required to acquire shares by alteration to constitution.
• 84. Liability of personal representative.
• 85. Liability of a trustee.
• 86. Exercise of powers reserved to shareholders.
• 87. Exercise of powers by ordinary resolution.
• 88. Powers exercised by special resolution.
• 89. Unanimous agreement by shareholders.
• 90. Management review by shareholders.
• 90A. Statement of rights to be given to shareholders.
• 91. Shareholder may require company to purchase shares.
• 92. Notice requiring purchase.
• 93. Purchase by company.
• 94. Purchase of shares by third party.
• 95. Court may grant exemption.
• 96. Court may grant exemption where company insolvent.
• 97. Meaning of "classes" and "interest groups".
• 98. Alteration of shareholder rights.
• 99. Shareholder may require company to purchase shares.
• 100. Actions not invalid.
• 101. Annual meeting of shareholders.
• 102. Special meetings of shareholders.
• 103. Resolution in lieu of meeting.
• 104. Court may call meeting of shareholders.
• 105. Proceedings at meetings.
• 106. Shareholders entitled to receive distributions, attend meetings, and exercise rights.
• PART VIII.—DIRECTORS AND THEIR POWERS AND DUTIES.
• 107. Meaning of "director".
• 108. Meaning of "board".
• 109. Management of company.
• 110. Major transactions.
• 111. Delegation of powers.
• 112. Duty of directors to act in good faith and in best interests of company.
• 113. Exercise of powers in relation to employees.
• 114. Directors to comply with Act and constitution.
• 115. Care and diligence of Directors and other officers.
• 116. Use of information and advice.
• 117. Meaning of "interested".
• 118. Disclosure of interest.
• 119. Avoidance of transactions.
• 120. Effect on third parties.
• 121. Sections 118 and 119 do not apply in certain cases.
• 122. Interested director may vote.
• 123. Use of company information.
• 124. Meaning of "relevant interest".
• 125. Relevant interests to be disregarded in certain cases.
• 126. Disclosure of share dealing by directors.
• 127. Restrictions on share dealing by directors and employees.
• 128. Number of directors and residence.
• 129. Qualifications of directors.
• 130. Director's consent required.
• 131. Appointment of first and subsequent directors.
• 132. Court may appoint directors.
• 133. Appointment of directors to be voted on individually.
• 134. Removal of directors.
• 135. Director ceasing to hold office.
• 136. Validity of director's acts.
• 137. Notice of change of directors.
• 138. Proceedings of board.
• 139. Remuneration and other benefits.
• 140. Indemnity and insurance.
• PART IX.—ENFORCEMENT.
• 141. Interpretation.
• 142. Injunctions.
• 143. Derivative actions.
• 144. Costs of derivative action to be met by company.
• 145. Powers of court where leave granted.
• 146. Compromise, settlement, or withdrawal of derivative action.
• 147. Personal actions by shareholders against directors.
• 148. Actions by shareholders to require directors to act.
• 149. Personal actions by shareholders against company.
• 150. Actions by shareholders to require company to act.
• 151. Representative actions.
• 152. Prejudiced shareholders.
• 153. Alteration to constitution.
• 154. Ratification of certain actions of directors.
• PART X.—ADMINISTRATION OF COMPANIES.
• 155. Method of contracting.
• 156. Attorneys.
• 157. Pre-incorporation contracts may be ratified.
• 158. Warranties implied in pre-incorporation contracts.
• 159. Failure to ratify.
• 160. Breach of pre-incorporation contract.
• 161. Registered office.
• 162. Change of registered office.
• 163. Requirement to change registered office.
• 164. Company records.
• 165. Form of records.
• 166. Inspection of records by directors.
• 167. Address for service.
• 168. Change of address for service.
• 169. Secretary.
• 170. Appointment and removal of secretary.
• PART XI.—FINANCIAL REPORTING, ACCOUNTING RECORDS AND AUDIT.
• 171. Interpretation.
• 172. Meaning of "generally accepted accounting practice".
• 173. Meaning of "issuer".
• 174. Companies ceasing to be issuers during accounting period.
• 175. Certain companies not issuers.
• 176. Meaning of "balance date".
• 177. Meaning of "financial statements".
• 178. Meaning of "group financial statements".
• 179. Obligation to prepare financial statements.
• 180. Content of financial statements.
• 181. Obligation to prepare group financial statements.
• 182. Content of group financial statements.
• 183. Registration of financial statements by companies.
• 184. Accounts complying with Banks and Financial Institutions Act.
• 185. Offences by directors of reporting companies.
• 186. Offences by directors of exempt companies.
• 187. Offences by directors of companies required to have financial statements audited.
• 188. Accounting records to be kept.
• 189. Place accounting records to be kept.
• 190. Appointment of auditors.
• 191. Auditors' fees and expenses.
• 192. Appointment of partnership.
• 193. Qualifications of auditors.
• 194. Automatic reappointment.
• 195. Appointment of first auditor.
• 196. Replacement of auditor.
• 197. Auditor not seeking reappointment.
• 198. Auditor...