No. 31/1977:

COMPANIES (AMENDMENT) ACT, 1977

ARRANGEMENT OF SECTIONS

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.

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:

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.

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.

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 "Urrúis".

(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.

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.

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 aistriú a thaisceadh (nó laistigh de cibé tréimhse eile a fhorálfaidh coinníollacha na heisiúna), deimhniú amháin ar a scaireanna go léir nó deimhnithe éagsúla agus gach ceann acu ina dheimhniú ar scair amháin nó níos mó dá chuid, má íocann sé 12½ pingin nua ar gach deimhniú i ndiaidh an chéad cheann nó cibé suim is lú ná sin a chinnfidh na stiúrthóri ó am go ham, sa dóigh, áfach, nach mbeidh de cheangal ar an gcuideachta, i gcás scair nó scaireanna a shealbhóidh daoine éagsúla i gcomhpháirt, níos mó ná deimhniú amháin a eisiúint, agus go mbeidh seachadadh ar dheimhniú i leith scaire do dhuine amháin de shealbhóirí comhpháirteacha éagsúla ina sheachadadh leormhaith do gach sealbhóir acu sin. Beidh gach deimhniú faoin séala nó faoin séala oifigiúil a choiméadfaidh an chuideachta de bhua alt 3 den Acht na gCuideachtaí (Leasú), 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 aistriú a thaisceadh (nó laistigh de cibé tréimhse eile a fhorálfaidh coinníollacha na heisiúna), deimhniú amháin ar a scaireanna go léir nó deimhnithe éagsúla agus gach ceann acu ina dheimhniú ar scair amháin nó níos mó dá chuid, má íocann sé 12½ pingin nua ar gach deimhniú i ndiaidh an chéad cheann nó cibé suim is lú ná sin a chinnfidh na stiúrthóirí ó am go ham, sa dóigh, áfach, nach mbeidh de cheangal ar an gcuideachta, i gcás scair nó scaireanna a shealbhóidh daoine éagsúla i gcomhpháirt, níos mó ná deimhniú amháin a eisiúint, agus go mbeidh seachadadh ar dheimhniú i leith scaire do dhuine amháin de shealbhóirí comhpháirteacha éagsúla ina sheachadadh leormhaith do gach sealbhóir acu sin. Beidh gach deimhniú 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."

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.

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.

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.".

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.

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.

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