COMPANIES ACT 1963 – SECT 377 Application of certain provisions of this Act to unregistered companies.
377.—(1) The provisions of this Act specified in the second column of the Ninth Schedule (which respectively relate to the matters referred to in the first column of that Schedule) shall apply to all bodies corporate incorporated in and having a principal place of business in the State, other than those mentioned in subsection (2), as if they were companies registered under this Act and subject to any limitations mentioned in relation to those provisions respectively in the third column of that Schedule and to such adaptations and modifications (if any) as may be prescribed.
(2) The said provisions shall not apply by virtue of this section to any of the following bodies—
( a ) any body corporate incorporated by or registered under any public general statute; and
( b ) any body corporate not formed for the purpose of carrying on a business which has for its object the acquisition of gain by the body or by the individual members thereof; and
( c ) any body corporate which is prohibited by statute or otherwise from making any distribution of its income or property among its members while it is a going concern or when it is in liquidation; and
( d ) any body corporate for the time being exempted by direction of the Minister.
(3) The said provisions shall apply also in like manner in relation to any unincorporated body of persons entitled by virtue of letters patent to any of the privileges conferred by the Chartered Companies Act, 1837, and not registered under any other public general statute, but subject to the like exceptions as are provided for in the case of bodies corporate by paragraphs (b), (c) and (d) of subsection (2).
(4) This section shall not repeal or revoke in whole or in part any enactment, charter or other instrument constituting or regulating any body in relation to which the said provisions are applied by virtue of this section, or restrict the power of the Government to grant a charter in lieu of or supplementary to any such charter as aforesaid; but in relation to any such body, the operation of any such enactment, charter or instrument shall be suspended in so far as it is inconsistent with any of the said provisions as they apply for the time being to that body.
(5) Every body to which this section applies and which was in existence before the operative date shall within six months after the operative date deliver to the registrar of companies for registration a certified copy of the charter, statutes, memorandum and articles, or other instrument constituting or defining the constitution of the body.
(6) Every body to which this section applies and which comes into existence on or after the operative date shall within three months after coming into existence deliver to the registrar of companies for registration a certified copy of the charter, statutes, memorandum and articles or other instrument constituting or defining the constitution of the body.
(7) If default is made in complying with subsection (5) or (6), the body and every officer of the body who is in default shall be liable to a fine not exceeding £100.