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COMPANIES (AMENDMENT) ACT 1977

Table of provisions

           Long Title
1.      Interpretation.
2.      Modification of obligation to prepare share certificates etc.
3.      Official seals for sealing share certificates etc.
4.      Use of computers etc. for certain company records.
5.      Consequential amendments of Act of 1963.
6.      Application of sections 2 to 4 to unregistered companies.
7.      Acquisition and disposal of securities by trustees and personal representatives.
8.      Forms for transfer of securities.
9.      Laying of regulations before Houses of Oireachtas.
10.     Expenses.
11.     Short title, collective citation and commencement.
COMPANIES (AMENDMENT) ACT 1977 - LONG TITLE
AN ACT TO PROVIDE FOR THE SIMPLIFICATION OF CERTAIN ACTIVITIES
CONNECTED WITH THE PERIODIC COMPLETION OF BARGAINS MADE ON THE STOCK
EXCHANGE, FOR THAT PURPOSE TO AMEND AND EXTEND THE COMPANIES ACT,
1963, AND TO PROVIDE FOR OTHER CONNECTED MATTERS.
[12th December, 1977]
BE IT ENACTED BY THE OIREACHTAS AS FOLLOWS:
COMPANIES (AMENDMENT) ACT 1977 - SECT 1
Interpretation.
1.-(1) In this Act-
"the Act of 1963" means the Companies Act, 1963;
"the Minister" means the Minister for Industry, Commerce and Energy;
"stock exchange nominee" means a person designated, by regulations
made by the Minister, as a nominee of a recognised stock exchange
for the purposes of this Act.
(2) In this Act any word or expression to which a meaning is
assigned by the Act of 1963 has that meaning except where the
context requires otherwise.
COMPANIES (AMENDMENT) ACT 1977 - SECT 2
Modification of obligation to prepare share certificates etc.
2.-A company of which shares or debentures are allotted or debenture
stock is allotted to a stock exchange nominee, or with which a
transfer is lodged for transferring any shares, debentures or
debenture stock of the company to a stock exchange nominee, shall
not be required in consequence of the allotment or the lodging of
the transfer to complete and have ready for delivery in pursuance
of section 86 (1) of the Act of 1963 the certificates of the
shares or the debentures or the certificates of the debenture stock,
as the case may be.
COMPANIES (AMENDMENT) ACT 1977 - SECT 3
Official seals for sealing share certificates etc.
3.-(1) A company other than a private company may have, for use
for sealing securities issued by the company and for sealing
documents creating or evidencing securities so issued, an official
seal which is a facsimile of the common seal of the company with
the addition on its face of the word "Securities" or the word "Urr
is".
(2) A company which was incorporated before the commencement of this
Act and which has such an official seal as is mentioned in
subsection (1) of this section may use the seal for sealing such
securities and documents as are mentioned in that subsection
notwithstanding anything in any instrument constituting or regulating
the company or in any instrument made before such commencement which
relates to any securities issued by the company, and any provision
of such an instrument which requires any such securities or
documents to be signed shall not apply to the securities or
documents if they are sealed with that seal.
COMPANIES (AMENDMENT) ACT 1977 - SECT 4
Use of computers etc. for certain company records.
4.-(1) It is hereby declared that the power conferred on a company
by section 378 (1) of the Act of 1963 to keep a register or
other record by recording the matters in question otherwise than by
making entries in bound books includes power to keep the register
or other record other than minute books kept pursuant to section
145 of the Act of 1963 by recording the matters in question
otherwise than in a legible form so long as the recording is
capable of being reproduced in a legible form.
(2) Any provision of an instrument made by a company before the
commencement of this Act which requires a register of holders of
debentures of the company to be kept in a legible form shall be
construed as requiring the register to be kept in a legible or
non-legible form, provided, however, that a register kept in
non-legible form shall be capable of being reproduced in legible
form.
(3) If any such register or other record of a company as is
mentioned in section 378 (1) of the Act of 1963 is kept by the
company by recording the matters in question otherwise than in a
legible form, any duty imposed on the company by virtue of that
Act to allow inspection of, or to furnish a copy of, the register
or other record or any part of it shall be treated as a duty to
allow inspection of, or to furnish, a reproduction of the recording
or of the relevant part of it in a legible form.
(4) The Minister may by regulations make such provision in addition
to subsection (3) of this section as he considers appropriate in
connection with such registers or other records as are mentioned in
that subsection and are kept as there mentioned, and the regulations
may make modifications of provisions of the Act of 1963 relating to
such registers or other records as are mentioned in that subsection.
COMPANIES (AMENDMENT) ACT 1977 - SECT 5
Consequential amendments of Act of 1963.
5.-(1) The following is hereby substituted for section 87 (1) of
the Act of 1963:
"(1) A certificate under the common seal of the company or the
seal kept by the company (not being a private company) by virtue
of section 3 of the Companies (Amendment) Act, 1977, specifying any
shares held by any member shall be prima facie evidence of the
title of the member to the shares.".
(2) The following is hereby substituted for regulation 8 of Part I
of Table A in the First Schedule to the Act of 1963:
"8. Every person whose name is entered as a member in the register
shall be entitled without payment to receive within 2 months after
allotment or lodgement of a transfer (or within such other period
as the conditions of issue shall provide) one certificate for all
his shares or several certificates each for one or more of his
shares upon payment of 12½ new pence for every certificate after
the first or such less sum as the directors shall from time to
time determine, so, however, that in respect of a share or shares
held jointly by several persons the company shall not be bound to
issue more than one certificate, and delivery of a certificate for
a share to one of several joint holders shall be sufficient
delivery to all such holders. Every certificate shall be under the
seal or under the official seal kept by the company by virtue of
section 3 of the Companies (Amendment) Act, 1977, and shall specify
the shares to which it relates and the amount paid up thereon.".
(3) The following is hereby substituted for regulation 8 of Part I
of Tábla A in the First Schedule to the Act of 1963:
"8. Gach duine a mbeidh a ainm sa chlár mar chomhalta, beidh
teideal aige chun go bhfaighidh sé, gan aon íocaíocht, laistigh de
2 mhí tar éis leithroinnt nó tar éis aistri a thaisceadh (nó
laistigh de cibé tréimhse eile a fhorálfaidh coinníollacha na heisi
na), deimhni amháin ar a scaireanna go léir nó deimhnithe éags la
agus gach ceann acu ina dheimhni ar scair amháin nó níos mó dá
chuid, má íocann sé 12½ pingin nua ar gach deimhni i ndiaidh an
chéad cheann nó cibé suim is l ná sin a chinnfidh na sti rthóri
ó am go ham, sa dóigh, áfach, nach mbeidh de cheangal ar an
gcuideachta, i gcás scair nó scaireanna a shealbhóidh daoine éags la
i gcomhpháirt, níos mó ná deimhni amháin a eisi int, agus go
mbeidh seachadadh ar dheimhni i leith scaire do dhuine amháin de
shealbhóirí comhpháirteacha éags la ina sheachadadh leormhaith do gach
sealbhóir acu sin. Beidh gach deimhni faoin séala nó faoin séala
oifigi il a choiméadfaidh an chuideachta de bhua alt 3 den Acht na
gCuideachtaí (Leas ), 1977, agus sonróidh sé na scaireanna lena
mbaineann sé agus an méid a íocadh orthu.".
(4) The words "(with the exception of regulations 24, 51, 54, 84
and 86)" are hereby deleted in regulation 1 of Part II of Table A
in the First Schedule to the Act of 1963 and are hereby
substituted for by the words "(with the exception of regulations 8,
24, 51, 54, 84 and 86)".
(5) The following new regulation is added to the regulations of
Part II of Table A in the First Schedule to the Act of 1963:
"10. Every person whose name is entered as a member in the
register shall be entitled without payment to receive within 2
months after allotment or lodgment of a transfer (or within such
other period as the conditions of issue shall provide) one
certificate for all his shares or several certificates each for one
or more of his shares upon payment of 12½ new pence for every
certificate after the first or such less sum as the directors shall
from time to time determine, so, however, that in respect of a
share or shares held jointly by several persons the company shall
not be bound to issue more than one certificate, and delivery of a
certificate for a share to one of several joint holders shall be
sufficient delivery to all such holders. Every certificate shall be
under the seal and shall specify the shares to which it relates
and the amount paid up thereon."
(6) The note at the end of Part II of Table A in the First
Schedule to the Act of 1963 is hereby deleted and the following is
hereby substituted therefor:
"Note.-Regulations 3, 4, 5 and 10 of this Part are alternative to
regulations 24, 51, 54 and 8 respectively of Part I. Regulations 7
and 8 of this Part are alternative to regulations 84 and 86 of
Part I."
(7) The words "(taobh amuigh de rialacháin 24, 51, 54, 84 agus
86)" are hereby deleted in regulation 1 of Part II of Tábla A in
the First Schedule to the Act of 1963 and are hereby substituted
for by the words "(taobh amuigh de rialacháin 8, 24, 51, 54, 84
agus 86)".
(8) The following new regulation is added to the regulations of
Part II of Tábla A in the First Schedule to the Act of 1963:
"10. Gach duine a mbeidh a ainm sa chlár mar chomhalta, beidh
teideal aige chun go bhfaighidh sé, gan aon íocaíocht, laistigh de
2 mhí tar éis leithroinnt nó tar éis aistri a thaisceadh (nó
laistigh de cibé tréimhse eile a fhorálfaidh coinníollacha na heisi
na), deimhni amháin ar a scaireanna go léir nó deimhnithe éags la
agus gach ceann acu ina dheimhni ar scair amháin nó níos mó dá
chuid, má íocann sé 12½ pingin nua ar gach deimhni i ndiaidh an
chéad cheann nó cibé suim is l ná sin a chinnfidh na sti rthóirí
ó am go ham, sa dóigh, áfach, nach mbeidh de cheangal ar an
gcuideachta, i gcás scair nó scaireanna a shealbhóidh daoine éags la
i gcomhpháirt, níos mó ná deimhni amháin a eisi int, agus go
mbeidh seachadadh ar dheimhni i leith scaire do dhuine amháin de
shealbhóirí comhpháirteacha éags la ina sheachadadh leormhaith do gach
sealbhóir acu sin. Beidh gach deimhni faoin séala agus sonróidh sé
na scaireanna lena mbaineann sé agus an méid a íocadh orthu."
(9) The note at the end of Part II of Tábla A in the First
Schedule to the Act of 1963 is hereby deleted and the following is
hereby substituted therefor:
"Nóta.-Is rialacháin mar mhalairt ar rialacháin 24, 51, 54 agus 8
faoi seach de Chuid I rialacháin 3, 4, 5 agus 10 den Chuid seo.
Is rialacháin mar mhalairt ar rialacháin 84 agus 86 de Chuid I
rialacháin 7 agus 8 den Chuid seo."
COMPANIES (AMENDMENT) ACT 1977 - SECT 6
Application of sections 2 to 4 to unregistered companies.
6.-(1) Section 377 of the Act of 1963 (which relates to
unregistered companies) shall have effect as if sections 2 to 4 of
this Act were among the sections mentioned in the Ninth Schedule to
that Act.
(2) In relation to sections 2 to 4 of this Act, the power to
make adaptations and modifications conferred by section 377 (1) of
the Act of 1963 shall be construed as a power to make additions,
omissions and amendments.
COMPANIES (AMENDMENT) ACT 1977 - SECT 7
Acquisition and disposal of securities by trustees and personal
representatives.
7.-A trustee or personal representative shall not be chargeable with
breach of trust or, as the case may be, with default in
administering the estate by reason only of the fact that-
( a ) he has, for the purpose of acquiring securities which he
has power to acquire in connection with the trust or estate, paid
for the securities under arrangements which provide for them to be
transferred to him from a stock exchange nominee but not to be so
transferred until after payment of the price; or
( b ) he has, for the purpose of disposing of securities which he
has power to dispose of in connection with the trust or estate,
transferred the securities to a stock exchange nominee under
arrangements which provide that the price is not to be paid to him
until after the transfer is made.
COMPANIES (AMENDMENT) ACT 1977 - SECT 8
Forms for transfer of securities.
8.-The following subsection is hereby inserted after subsection (3)
of section 5 of the Stock Transfer Act, 1963:
"(4) Any regulations under subsection (2) of this section may-
( a ) provide for forms on which some of the particulars mentioned
in subsection (1) of section 2 of this Act are not required to be
specified;
( b ) provide for that section to have effect, in relation to
such forms as are mentioned in paragraph (a) of this subsection or
other forms specified in the regulations, subject to such amendments
as are so specified (which may include an amendment of the
reference in subsection (1) of section 2 of this Act to an
instrument under hand);
( c ) provide for all or any of the provisions of the regulations
to have effect in such cases only as are specified in the
regulations.".
COMPANIES (AMENDMENT) ACT 1977 - SECT 9
Laying of regulations before Houses of Oireachtas.
9.-Every regulation under this Act 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.
COMPANIES (AMENDMENT) ACT 1977 - SECT 10
Expenses.
10.-The expenses incurred in the administration of this Act shall,
to such extent as may be sanctioned by the Minister for Finance,
be paid out of moneys provided by the Oireachtas.

Companies (amendment) act 1977 - sect 11

Short title, collective citation and commencement.
11.-(1) This Act may be cited as the Companies (Amendment) Act,
1977.
(2) This Act and the Act of 1963 may be cited together as the
Companies Acts, 1963 to 1977.
(3) This Act shall come into operation on such date as the
Minister may appoint by order.
ACTS REFERRED TO
Companies Act, 19631963, No. 33.Stock Transfer Act, 19631963, No. 34.