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COMPANIES ACT 1990

COMPANIES ACT 1990 - LONG TITLE
AN ACT TO AMEND THE LAW RELATING TO COMPANIES AND TO PROVIDE FOR
RELATED MATTERS.
[22nd December, 1990]
BE IT ENACTED BY THE OIREACHTAS AS FOLLOWS:
COMPANIES ACT 1990 - PART I
- PRELIMINARY
COMPANIES ACT 1990 - SECT 1
Short title, collective citation and construction.
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.
COMPANIES ACT 1990 - PART II
- INVESTIGATIONS
COMPANIES ACT 1990 - SECT 7
Investigation of company's affairs.
7.—(1) The court may appoint one or more competent inspectors to
investigate the affairs of a company in order to enquire into
matters specified by the court and to report thereon in such manner
as the court directs—
( a ) in the case of a company having a share capital, on the
application either of not less than 100 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;
( c ) in any case, on the application of the company;
( d ) in any case, on the application of a director of the
company;
( e ) in any case, on the application of a creditor of the
company.
(2) The application shall be supported by such evidence as the
court may require, including such evidence as may be prescribed.
(3) Where an application is made under this section, the court may
require the applicant or applicants to give security, to an amount
not less than £500 and not exceeding £100,000, for payment of the
costs of the investigation.
(4) Where the court appoints an inspector under this section or
section 8, it may, from time to time, give such directions as it
thinks fit, whether to the inspector or otherwise, with a view to
ensuring that the investigation is carried out as quickly and as
inexpensively as possible.
COMPANIES ACT 1990 - SECT 8
Investigation of company's affairs on application of Minister.
8.—(1) Without prejudice to its powers under section 7, the court
may on the application of the Minister appoint one or more
competent application of Minister. inspectors to investigate the
affairs of a company and to report thereon in such manner as the
court shall direct, if the court is satisfied that there are
circumstances suggesting
( a ) that its affairs are being or have been conducted with
intent to defraud its creditors or the creditors of any other
person or otherwise for a fraudulent or unlawful purpose or in an
unlawful manner or in a manner which is unfairly prejudicial to
some part of its members, or that any actual or proposed act or
omission of the company (including an act or omission on its
behalf) is or would be so prejudicial, or that it was formed for
any fraudulent or unlawful purpose; or
( b ) 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
( c ) that its members have not been given all the information
relating to its affairs which they might reasonably expect.
( 2 ) ( a ) The power conferred by section 7 or this section
shall be exercisable with respect to a body corporate not
withstanding that it is in course of being wound up.
( b ) The reference in subsection (1) (a) to the members of a
company shall have effect as if it included a reference to any
person who is not a member but to whom shares in the company have
been transferred or transmitted by operation of law.
COMPANIES ACT 1990 - SECT 9
Power of inspectors to extend investigation into affairs of related
companies.
9.—If an inspector appointed under section 7 or 8 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 related to such company, he shall, with the
approval of the court, 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.
COMPANIES ACT 1990 - SECT 10
Production of documents and evidence on investigation.
10.—(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 9 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, to attend before the inspectors when
required so to do and otherwise to give to the inspectors all
assistance in connection with the investigation which they are
reasonably able to give.
(2) If the inspectors consider that a person other than an officer
or agent of the company or other body corporate is or may be in
possession of any information concerning its affairs, they may
require that person to produce to them any books or documents in
his custody or power relating to the company or other body
corporate, to attend before them and otherwise to give them all
assistance in connection with the investigation which he is
reasonably able to give; and it shall be the duty of that person
to comply with the requirement.
(3) If an inspector has reasonable grounds for believing that a
director of the company or other body corporate whose affairs the
inspector is investigating maintains or has maintained a bank account
of any description, whether alone or jointly with another person and
whether in the State or elsewhere, into or out of which there has
been paid—
( a ) any money which has resulted from or been used in the
financing of any transaction, arrangement or agreement—
(i) particulars of which have not been disclosed in a note to the
accounts of any company for any financial year as required by
section 41; or
(ii) in respect of which any amount outstanding was not included in
the aggregate amounts outstanding in respect of certain transactions,
arrangements or agreements as required by section 43 to be disclosed
in a note to the accounts of any company for any financial year;
or
(iii) particulars of which were not included in any register of
certain transactions, arrangements and agreements as required by
section 44,. or
( b ) any money which has been in any way connected with any act
or omission, or series of acts or omissions, which on the part of
that director constituted misconduct (whether fraudulent or not)
towards that company or body corporate or its members;
the inspector may require the director to produce to him all
documents in the director's possession, or under his control,
relating to that bank account; and in this subsection "bank account
includes an account with any person exempt by virtue of section 7
(4) of the Central Bank Act, 1971, from the requirement of holding
a licence under section 9 of that Act, and "director" includes any
present or past director or any person connected, within the meaning
of section 26, with such director, and any present or past shadow
director.
(4) An inspector may examine on oath, either by word of mouth or
on written interrogatories, the officers and agents of the company
or other body corporate and such person as is mentioned in
subsection (2) in relation to its affairs and may—
( a ) administer an oath accordingly,
( b ) reduce the answers of such person to writing and require
him to sign them.
(5) If any officer or agent of the company or other body corporate
or any such person as is mentioned in subsection (2) refuses to
produce to the inspectors any book or document which it is his
duty under this section so to produce, refuses to attend before the
inspectors when required so to do 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 enquire into the case and, after
hearing any witnesses who may be produced against or on behalf of
the alleged offender and any statement which may be offered in
defence, punish the offender in like manner as if he had been
guilty of contempt of court.
(6) Without prejudice to its power under subsection (5), the court
may, after a hearing under that subsection, make any order or
direction it thinks fit, including a direction to the person
concerned to attend or re-attend before the inspector or produce
particular books or documents or answer particular questions put to
him by the inspector, or a direction that the person concerned need
not produce a particular book or document or answer a particular
question put to him by the inspector.
(7) 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 "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.
COMPANIES ACT 1990 - SECT 11
Inspector's reports.
11.—(1) Inspectors appointed under section 7 or 8 may, and if so
directed by the court shall, make interim reports to the court and
on the conclusion of the investigation, shall make a final report
to the court.
(2) Notwithstanding anything contained in subsection (1), an inspector
appointed under section 7 or 8 may at any time in the course of
his investigation, without the necessity of making an interim report,
inform the court of matters coming to his knowledge as a result of
the investigation tending to show that an offence has been
committed.
(3) Where inspectors were appointed under section 7 or 8, the court
shall furnish a copy of every report of theirs to the Minister and
the court may, if it thinks fit—
( a ) forward a copy of any report made by the inspectors to the
company's registered office,
( b ) furnish a copy on request and payment of the prescribed fee
to—
(i) any member of the company or other body corporate which is the
subject of the report;
(ii) any person whose conduct is referred to in the report;
(iii) the auditors of that company or body corporate;
(iv) the applicants for the investigation;
(v) any other person (including an employee) whose financial
interests appear to the court to be affected by the matters dealt
with in the report whether as a creditor of the company or body
corporate or otherwise;
(vi) the Central Bank, in any case in which the report of the
inspectors relates, wholly or partly, to the affairs of the holder
of a licence under section 9 of the Central Bank Act, 1971; and
( c ) cause any such report to be printed and published.
(4) Where the court so thinks proper it may direct that a
particular part of a report made by virtue of this section be
omitted from a copy forwarded or furnished under subsection (3) (a)
or (b), or from the report as printed and published under
subsection (3) (c).
COMPANIES ACT 1990 - SECT 12
Proceedings on inspectors report.
12.—(1) Having considered a report made under section 11, the court
may make such order as it deems fit in relation to matters arising
from that report including—
( a ) an order of its own motion for the winding up of a body
corporate, or
( b ) an order for the purpose of remedying any disability
suffered by any person whose interests were adversely affected by
the conduct of the affairs of the company, provided that, in making
any such order, the court shall have regard to the interests of
any other person who may be adversely affected by the order.
(2) If, in the case of any body corporate liable to be wound up
under the Companies Acts, it appears to the Minister from—
( a ) any report made under section 11 as a result of an
application by the Minister under section 8, or
( b ) any report made by inspectors appointed by the Minister
under this Act, or
( c ) any information or document obtained by the Minister under
this Part,
that a petition should be presented for the winding up of the
body, the Minister may, unless the body is already being wound up
by the court, present a petition for it to be so wound up if the
court thinks it just and equitable for it to be so wound up.
COMPANIES ACT 1990 - SECT 13
Expenses of investigation of company's affairs.
13.—(1) The expenses of and incidental to an investigation by an
inspector appointed by the court under the foregoing provisions of
this Act shall be defrayed in the first instance by the Minister
for Justice but the court may direct that any person being—
( a ) a body corporate dealt with in the report, or
( b ) the applicant or applicants for the investigation,
shall be liable, to such extent as the court may direct, to repay
the Minister for Justice, provided that no such liability on the
part of the applicant or applicants shall exceed in the aggregate
£100,000.
(2) Without prejudice to subsection (1), any person who is—
( a ) convicted on indictment of an offence on a prosecution
instituted as a result of an investigation,
( b ) ordered to pay damages or restore any property in
proceedings brought as a result of an investigation, or
( c ) awarded damages or to whom property is restored in
proceedings brought as a result of an investigation,
may, in the same proceedings, be ordered to repay all or part of
the expenses referred to in subsection (1) to the Minister for
Justice or to any person on whom liability has been imposed by the
court under that subsection, provided that, in the case of a person
to whom paragraph (c) relates, the court shall not order payment in
excess of one-tenth of the amount of the damages awarded or of the
value of the property restored, as the case may be, and any such
order shall not be executed until the person concerned has received
his damages or the property has been restored, as the case may be.
(3) The report of an inspector may, if he thinks fit, and shall,
if the court so directs, include a recommendation as to the
directions (if any) which he thinks appropriate, in the light of
his investigation, to be given under subsection (1).
COMPANIES ACT 1990 - SECT 14
Appointment and powers of inspectors to investigate ownership of
company.
14.—(1) The Minister may, subject to subsection (2), appoint one or
more competent inspectors to investigate and report on the membership
of any company and otherwise with respect to the company for the
purpose of determining the true persons who are or have been
financially interested in the success or failure (real or apparent)
of the company or able to control or materially to influence the
policy of the company.
(2) An appointment may be made by the Minister if he is of the
opinion that there are circumstances suggesting that it is necessary—
( a ) for the effective administration of the law relating to
companies;
( b ) for the effective discharge by the Minister of his functions
under any enactment; or
( c ) in the public interest.
(3) The appointment of an inspector under this section may define
the scope of his investigation, whether as respects the matters or
the period to which it is to extend or otherwise, and in
particular may limit the investigation to matters connected with
particular shares or debentures.
(4) Subject to the terms of an inspector's appointment his powers
shall extend to the investigation of any circumstances suggesting the
existence of an arrangement or understanding which, though not
legally binding, is or was observed or likely to be observed in
practice and which is relevant to the purposes of his investigation.
(5) For the purposes of any investigation under this section,
sections 9 to 1111, except section 10 (3), shall apply with the
necessary modifications of references to the affairs of the company
or to those of any other body corporate, so, however, that—
( a ) the said sections shall apply in relation to all persons
who are or have been, or whom the inspector has reasonable cause
to believe to be or have been, financially interested in the
success or failure or the apparent success or failure of the
company or any other body corporate whose membership is investigated
with that of the company, or able to control or materially to
influence the policy thereof, including persons concerned only on
behalf of others and to any other person whom the inspector has
reasonable cause to believe possesses information relevant to the
investigation, as they apply in relation to officers and agents of
the company or of the other body corporate, as the case may be;
( b ) if the Minister is of opinion that there is good reason
for not divulging any part of a report made by virtue of this
section he may disclose the report with the omission of that part;
and may cause to be kept by the registrar of companies a copy of
the report with that part omitted or, in the case of any other
such report, a copy of the whole report; and
( c ) for references to the court (except in section 10 (5) and
(6)), there shall be substituted references to the Minister.
COMPANIES ACT 1990 - SECT 15
Power to require information as to persons interested in shares or
debentures.
15.—(1) Where it appears to the Minister that it is necessary—
( a ) for the effective administration of the law relating to
companies;
( b ) for the effective discharge by the Minister of his functions
under any enactment; or
( c ) in the public interest;
to investigate the ownership of any shares in or debentures of a
company and that it is unnecessary to appoint an inspector for the
purpose, he may require any person whom he has reasonable cause to
believe to have or to be able to obtain any information as to the
present and past interests in those shares or debentures and the
names and addresses of the persons interested and of any persons
who act or have acted on their behalf in relation to the shares
or debentures to give any such information to the Minister.
(2) For the purposes of this section a person shall be deemed to
have an interest in a share or debenture if he has any right to
acquire or dispose of the share or debenture or any interest
therein or to vote in respect thereof or if his consent is
necessary for the exercise of any of the rights of other persons
interested therein or if the other persons interested therein can be
required or are accustomed to exercise their rights in accordance
with his instructions.
(3) Any person who fails to give any information required of him
under this section or who in giving any such information makes any
statement which he knows to be false in a material particular, or
recklessly makes any statement which is false in a material
particular, shall be guilty of an offence.
COMPANIES ACT 1990 - SECT 16
Power to impose restrictions on shares or debentures.
16.—(1) Where in connection with an investigation or enquiry under
section 14 or 15 it appears to the Minister that there is
difficulty in finding out the relevant facts about any shares
(whether issued or to be issued), the Minister may by notice in
writing direct that the shares shall until further notice be subject
to the restrictions imposed by this section.
(2) So long as a direction under subsection (1) in respect of any
shares is in force—
( a ) any transfer of those shares, or in the case of unissued
shares any transfer of the right to be issued therewith and any
issue thereof, shall be void;
( b ) no voting rights shall be exercisable in respect of those
shares;
( c ) no further shares shall be issued in right of those shares
or in pursuance of any offer made to the holder thereof; and
( d ) except in a liquidation, no payment shall be made of any
sums due from the company on those shares, whether in respect of
capital or otherwise.
(3) Where shares are subject to the restrictions imposed by
subsection (2) (a) any agreement to transfer the shares or in the
case of unissued shares the right to be issued with the shares
shall be void except an agreement to sell the shares pursuant to
subsection (6) (b).
(4) Where shares are subject to the restrictions imposed by
subsection (2) (c) or (2) (d) any agreement to transfer any right
to be issued with other shares in right of those shares or to
receive any payment on those shares (otherwise than in a
liquidation) shall be void except an agreement to transfer any such
right on the sale of the shares pursuant to subsection (6) (b).
(5) Where the Minister directs that shares shall be subject to the
said restrictions, or refuses to direct that shares shall cease to
be subject thereto, any person aggrieved thereby may apply to the
court for an order that the shares shall cease to be subject
thereto.
(6) Subject to subsections (7) and (13), an order of the court or
a direction of the Minister that shares shall cease to be subject
to the restrictions imposed by this section may be made only if
( a ) the court or, as the case may be, the Minister is
satisfied that the relevant facts about the shares have been
disclosed to the company and no unfair advantage had accrued to any
person as a result of the earlier failure to make that disclosure;
or
( b ) the shares are to be sold and the court or the Minister
approves the sale.
(7) Where any shares in a company are subject to the restrictions
imposed by this section, the court may on the application of the
Minister or the company order the shares to be sold, subject to
the approval of the court as to the sale, and may also direct
that the shares shall cease to be subject to those restrictions.
(8) Where an order has been made under subsection (7) then, on
application of the Minister, the company, the person appointed by or
in pursuance of the order to effect the sale or any person
interested in the shares, the court may make such further order
relating to the sale or to the transfer of the shares as it
thinks fit.
(9) Where any shares are sold in pursuance of an order made under
subsection (7), the proceeds of sale, less the costs of the sale,
shall be paid into court for the benefit of the persons who are
beneficially interested in the shares; and any such person may apply
to the court for the whole or part of those proceeds to be paid
to him.
(10) On an application under subsection (9) the court shall, subject
to subsection (11), order the payment to the applicant of the whole
of the proceeds of sale together with any interest thereon or, if
any other person had a beneficial interest in the shares at the
time of their sale, such proportion of those proceeds and interest
as is equal to the proportion which the value of the applicant's
interest in the shares bears to the total value of the shares.
(11) On granting an application for an order under subsection (7)
or (8), the court may order that the costs of the applicant shall
be paid out of the proceeds of sale; and, where an order under
this subsection is made, the applicant shall be entitled to payment
of his costs out of the proceeds of sale before any person
interested in the shares in question receives any part of those
proceeds.
(12) Any order or direction that shares shall cease to be subject
to the said restrictions which is expressed to be made or given
with a view to permitting a transfer of those shares or which is
made under subsection (7) may continue the restrictions mentioned in
subsection (2) (c) and (2) (d) in whole or in part, so far as
they relate to any right acquired or offer made before the
transfer.
(13) Subsection (6) shall not apply in relation to any order of
the court or of the Minister directing that shares shall cease to
be subject to any restrictions which have been continued in force
in relation to those shares by virtue of subsection (12).
(14) Any person who—
( a ) exercises or purports to exercise any right to dispose of
any shares which, to his knowledge, are for the time being subject
to the said restrictions or of any right to be issued with any
such shares; or
( b ) votes in respect of any such shares, whether as holder or
proxy, or appoints a proxy to vote in respect thereof; or
( c ) being the holder of any such shares, fails to notify of
their being subject to the said restrictions any person whom he
does not know to be aware of that fact but does know to be
entitled, apart from the said restrictions, to vote in respect of
those shares whether as holder or proxy; or
( d ) being the holder of any such shares, or being entitled to
any such right as is mentioned in subsection (4) enters into an
agreement which is void by virtue of subsection (3) or (4);
shall be guilty of an offence.
(15) Where shares in any company are issued in contravention of the
said restrictions, the company and every officer of the company who
is in default shall be guilty of an offence.
(16) Summary proceedings shall not be instituted under this section
except by or with the consent of the Minister.
(17) This section shall apply in relation to debentures as it
applies in relation to shares.
(18) The Minister shall cause notice of any direction given by him
under this section—
( a ) to be sent to the company concerned at its registered
office, and
( b ) to be delivered to the registrar of companies,
( c ) to be published in Iris Oífigi il and in at least two
daily newspapers,
as soon as may be after the direction is given.
COMPANIES ACT 1990 - SECT 17
Extension of powers of investigation to certain bodies incorporated
outside the State.
17.—Sections 8 to 11, 13, 18 and 22 shall apply to all bodies
corporate incorporated outside the State which are carrying on
business in the State or have at any time carried on business
therein as if they were companies registered under The Principal
Act, subject to any necessary modifications.
COMPANIES ACT 1990 - SECT 18
Admissibility in evidence of certain matters.
18.—An answer given by a person to a question put to him in
exercise of powers conferred by—
( a ) section 10;
( b ) section 10 as applied by sections 14 and 17; or
( c ) rules made in respect of the winding-up of companies whether
by the court or voluntarily under section 68 of the Courts of
Justice Act, 1936, as extended by section 312 of the Principal Act;
may be used in evidence against him, and a statement required by
section 224 of the Principal Act may be used in evidence against
any person making or concurring in making it.
COMPANIES ACT 1990 - SECT 19
Power of Minister to require production of documents.
19.—(1) The Minister may, subject to subsection (2), give directions
to any body being—
( a ) a company formed and registered under the Companies Acts;
( b ) an existing company within the meaning of those Acts;
( c ) a company to which The Principal Act applies by virtue of
section 325 thereof or which is registered under that Act by virtue
of Part IX thereof;
( d ) a body corporate incorporated in, and having a principal
place of business in, the State, being a body to which any of the
provisions of the said Act with respect to prospectuses and
allotments apply by virtue of section 377 of that Act;
( e ) a body corporate incorporated outside the State which is
carrying on business in the State or has at any time carried on
business therein;
( f ) any other body, whether incorporated or not, which is, or
appears, to the Minister to be, an insurance undertaking to which
the Insurance Acts, 1909 to 1990, or regulations on insurance made
under the European Communities Act, 1972, would apply,
requiring the body, at such time and place as may be specified in
the directions, to produce such books or documents as may be so
specified, or may at any time, if he thinks there is good reason
so to do, authorise any officer of his, on producing (if required
so to do) evidence of his authority, to require any such body as
aforesaid to produce to him forthwith any books or documents which
the officer may specify.
(2) Directions may be given by the Minister if he is of the
opinion that there are circumstances suggesting that—
( a ) it is necessary to examine the books and documents of the
body with a view to determining whether an inspector should be
appointed to conduct an investigation of the body under the
Companies Acts; or
( b ) that the affairs of the body are being or have been
conducted with intent to defraud—
(i) its creditors,
(ii) the creditors of any other person, or
(iii) its members; or
( c ) that the affairs of the body are being or have been
conducted for a fraudulent purpose other than described in paragraph
(b); or
( d ) that the affairs of the body are being or have been
conducted in a manner which is unfairly prejudicial to some part of
its members; or
( e ) that any actual or proposed act or omission or series of
acts or omissions of the body or on behalf of the body are or
would be unfairly prejudicial to some part of its members; or
( f ) that any actual or proposed act or omission or series of
acts or omissions of the body or on behalf of the body are or
are likely to be unlawful; or
( g ) that the body was formed for any fraudulent purpose; or
( h ) that the body was formed for any unlawful purpose.
(3) Where by virtue of subsection (1) the Minister or an officer
authorised by the Minister has power to require the production of
any books or documents from any body, the Minister or officer shall
have the like power to require production of those books or
documents from any person who appears to the Minister or officer to
be in possession of them; but where any such person claims a lien
on books or documents produced by him, the production shall be
without prejudice to the lien.
(4) Any power conferred by or by virtue of this section to require
a body or other person to produce books or documents shall include
power—
( a ) if the books or documents are produced—
(i) to take copies of them or extracts from them; and
(ii) to require that person, or any other person who is a present
or past officer of, or is or was at any time employed by, the
body in question, to provide an explanation of any of them;
( b ) if the books or documents are not produced, to require the
person who was required to produce them to state, to the best of
his knowledge and belief, where they are.
(5) If a requirement to produce books or documents or provide an
explanation or make a statement which is imposed by virtue of this
section is not complied with, the body or other person on whom the
requirement was so imposed shall be guilty of an offence; but where
a person is charged with an offence under this subsection in
respect of a requirement to produce any books or documents, it
shall be a defence to prove that they were not in his possession
or under his control and that it was not reasonably practicable for
him to comply with the requirement.
(6) A statement made by a person in compliance with a requirement
imposed by virtue of this section may be used in evidence against
him.
(7) Nothing in this section shall prevent the Minister from
authorising a person other than an officer of his to exercise the
functions which an officer of his may exercise under this section
and, where the Minister so authorises, such person shall have the
same rights, duties and obligations as if he were such officer.
COMPANIES ACT 1990 - SECT 20
Entry and search of premises.
20.—(1) If a District Justice is satisfied on information on oath
laid by an officer authorised by the Minister or laid under the
authority of the Minister that there are reasonable grounds for
suspecting that there are on any premises any books or documents of
which production has been required under section 14, 15 or 19, and
which have not been produced in compliance with that requirement,
the Justice may issue a warrant authorising any member of the Garda
Síochána together with any other persons named in the warrant and
any other members of the Garda Síochána to enter the premises
specified in the information (using such force as is reasonably
necessary for the purpose) and to search the premises and take
possession of any books or documents appearing to be such books or
documents as aforesaid, or to take, in relation to any books or
documents so appearing, any other steps which may appear necessary
for preserving them and preventing interference with them.
(2) Every warrant issued under this section shall continue in force
until the end of the period of one month after the date on which
it is issued.
(3) Any books or documents of which possession is taken under this
section may be retained for a period of three months or, if within
that period there are commenced any such criminal proceedings as are
mentioned in section 21 (1) (a) or (1) (b) (being proceedings to
which the books or documents are relevant), until the conclusion of
those proceedings.
(4) A person who obstructs the exercise of a right of entry or
search conferred by virtue of a warrant issued under this section
or who obstructs the exercise of a right so conferred to take
possession of any books or documents, shall be guilty of an
offence.
COMPANIES ACT 1990 - SECT 21
Provision for security of information.
21.—(1) No information, book or document relating to a body which
has been obtained under section 19 or 20 shall, without the
previous consent in writing of that body, be published or disclosed,
except to a competent authority, unless the publication or disclosure
is required—
( a ) with a view to the institution of, or otherwise for the
purposes of, any criminal proceedings pursuant to, or arising out of
the Companies Acts or any criminal proceedings for an offence
entailing misconduct in connection with the management of the body's
affairs or misapplication or wrongful retainer of its property;
( b ) with a view to the institution of, or otherwise for the
purposes of, any criminal proceedings pursuant to or arising out of
the Exchange Control Acts, 1954 to 1986, or the Insurance Acts,
1909 to 1990, or regulations on insurance made under the European
Communities Act, 1972;
( c ) for the purpose of complying with any requirement, or
exercising any power, imposed or conferred by this Part with respect
to reports made by inspectors appointed thereunder by the court or
the Minister;
( d ) with a view to the institution by the Minister of
proceedings for the winding-up under The Principal Act of the body
or otherwise for the purposes of proceedings instituted by him for
that purpose;
( e ) for the purposes of proceedings under section 20.
(2) A person who publishes or discloses any information, book or
document in contravention of this section shall be guilty of an
offence.
(3) For the purposes of this section "competent authority" includes—
( a ) the Minister,
( b ) a person authorised by the Minister,
( c ) an inspector appointed under this Act,
( d ) the Minister for Finance,
( e ) an officer authorised by the Minister for Finance,
( f ) any court of competent jurisdiction,
( g ) a supervisory authority within the meaning of regulations
relating to insurance made under the European Communities Act, 1972,
and
( h ) the Central Bank.
COMPANIES ACT 1990 - SECT 22
Inspector's reports to be evidence.
22.—A document purporting to be a copy of a report of an inspector
to be evidence. appointed under the provisions of this Part shall
be admissible in any civil proceedings as evidence—
( a ) of the facts set out therein without further proof unless
the contrary is shown, and
( b ) of the opinion of the inspector in relation to any matter
contained in the report.
COMPANIES ACT 1990 - SECT 23
Saving for privileged information.
23.—(1) Nothing in this Part shall compel the disclosure by any
person of any information which he would, in the opinion of the
court, be entitled to refuse to produce on the grounds of legal
professional privilege or authorise the taking of possession of any
document containing such information which is in his possession.
(2) The Minister shall not, under section 19, require, or authorise
an officer of his to require, the production by a person carrying
on the business of banking of a document relating to the affairs
of a customer of his unless either it appears to the Minister that
it is necessary so to do for the purpose of investigating the
affairs of the first-mentioned person or the customer is a person
on whom a requirement has been imposed by virtue of that section.
(3) The publication, in pursuance of any provision of this Part, of
any report, information, book or document shall be privileged.
COMPANIES ACT 1990 - SECT 24
Power to make supplementary regulations.
24.—(1) If, in any respect, any difficulty arises in bringing any
provision of this Part into operation or in relation to the
operation of any such provision, the Minister may by regulations do
anything which appears to him to be necessary or expedient for
removing that difficulty, for bringing the provision into operation,
or for securing or facilitating its operation, and any such
regulations may modify any provision of this Part so far as may be
necessary or expedient for carrying such provision into effect for
the purposes aforesaid.
(2) Every regulation made by the Minister under this section shall
be laid before each House of the Oireachtas as soon as may be
after it is made and, if a resolution annulling the regulation is
passed by either House within the next 21 days on which that House
has sat after the regulation is laid before it, the regulation
shall be annulled accordingly, but without prejudice to the validity
of anything previously done thereunder.