COMPANIES ACT 1990 - section 1
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.
Ireland - Company Formations & Company Documents
How Can We Help?
+44 1372 750800Contact Us
11 Church Road