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13 1983

COMPANIES (AMENDMENT) ACT, 1983

PART I

Preliminary

Short title, collective citation and commencement.

1. —(1) This Act may be cited as the Companies (Amendment) Act, 1983.

(2) The collective citation “the Companies Acts, 1963 to 1983” shall include this Act.

(3) This Act shall come into operation on such day as the Minister may appoint by order.

Interpretation.

2. —(1) In this Act unless the context otherwise, requires—

the appointed day” means the day appointed by the Minister under section 1 (3) for the coming into operation of this Act;

the appropriate rate”, in relation to interest, means five per cent. per annum or such other rate as may be specified by order made by the Minister under subsection (7);

the authorised minimum” has the meaning assigned to it by section 19 ;

balance sheet date”, in relation to a balance sheet, means the date as at which the balance sheet was prepared;

called-up share capital”, in relation to a company, means so much of its share capital as equals the aggregate amount of the calls made on its shares, whether or not those calls have been paid, together with any share capital paid up without being called and any share capital to be paid on a specified future date under the articles, the terms of allotment of the relevant shares or any other arrangements for payment of those shares, and “uncalled share capital” shall be construed accordingly;

the Companies Acts” means the Acts which by virtue of subsection (5) shall be construed as one Act;

employees' share scheme” means any scheme for the time being in force, in accordance with which a company encourages or facilitates the holding of shares or debentures in the company or its holding company by or for the benefit of employees or former employees of the company or of any subsidiary of the company including any person who is or was a director holding a salaried employment or office in the company or any subsidiary of the company;

equity security” has the meaning assigned to it by section 23 (13);

the general transitional period” means the period of 18 months commencing on the appointed day;

hire-purchase agreement” has the same meaning as in the Hire- Purchase Act, 1946;

the Minister” means the Minister for Trade, Commerce and Tourism;

non-cash asset” means any property or interest in property other than cash (including foreign currency);

old public limited company” has the meaning assigned to it by section 12 (1);

the Principal Act” means the Companies Act, 1963 ;

public company” means a company which is not a private company;

public limited company” means a public company limited by shares or a public company limited by guarantee and having a share capital, being a company—

(a) the memorandum of which states that the company is to be a public limited company; and

(b) in relation to which the provisions of the Companies Acts as to the registration or re-registration of a company as a public limited company have been complied with on or after the appointed day;

the re-registration period” has the meaning assigned to it by section 13 (1);

the transitional period for share capital” means the period of 3 years commencing on the appointed day.

(2) In relation to an allotment of shares in a company, the shares shall be taken for the purposes of the Companies Acts to be allotted when a person acquires the unconditional right to be included in the company's register of members in respect of those shares.

(3) For the purposes of the Companies Acts—

(a) a share in a company shall be taken to have been paid up (as to its nominal value or any premium on it) in cash or allotted for cash if the consideration for the allotment or the payment up is cash received by the company or is a cheque received by the company in good faith which the directors have no reason for suspecting will not be paid or is the release of a liability of the company for a liquidated sum or is an undertaking to pay cash to the company at a future date; and

(b) in relation to the allotment or payment up of any shares in a company, references in the Companies Acts, except in section 23 , to consideration other than cash and to the payment up of shares and premiums on shares otherwise than in cash include references to the payment of, or an undertaking to pay, cash to any person other than the company;

and for the purposes of determining whether a share is or is to be allotted for cash or paid up in cash, “cash” includes foreign currency.

(4) For the purposes of this Act—

(a) any reference to a balance sheet or to a profit and loss account shall include a reference to any notes thereon or document annexed thereto giving information which is required by the Companies Acts and is thereby allowed to be so given;

(b) any reference to the transfer or acquisition of a non-cash asset includes a reference to the creation or extinction of an estate or interest in, or a right over, any property and also a reference to the discharge of any person's liability, other than a liability for a liquidated sum; and

(c) the net assets of a company are the aggregate of its assets less the aggregate of its liabilities;

and in paragraph (c)liabilities” includes any provision (within the meaning of the Sixth Schedule to the Principal Act) except to the extent that that provision is taken into account in calculating the value of any asset of the company.

(5) The Companies Act, 1963 , the Companies (Amendment) Act, 1977 , the Companies (Amendment) Act, 1982 , and this Act shall be construed together as one Act.

(6) In this Act—

(a) a reference to a Part, section or Schedule is to a Part, section or Schedule of this Act unless it is indicated that a reference to some other enactment is intended;

(b) a reference to a subsection, paragraph or subparagraph is to the subsection, paragraph or subparagraph of the provision in which the reference occurs, unless it is indicated that reference to some other provision is intended; and

(c) a reference to any other enactment shall, unless the context otherwise requires, be construed as a reference to that enactment as amended by or under any other enactment, including this Act.

(7) The Minister may by order specify that the appropriate rate of interest for the purposes of this Act shall be a rate other than five per cent. per annum.

Amendments, repeals and savings.

3. —(1) The provisions of the Principal Act specified in the First Schedule are hereby amended to the extent specified in that Schedule.

(2) The provisions of the Principal Act and the Companies (Amendment) Act, 1982 , specified in the first column of the Third Schedule are hereby repealed to the extent specified in the second column of that Schedule.

(3) Paragraphs 24 and 25 of the First Schedule (which amend Table A and Tábla A respectively in the First Schedule to the Principal Act) and any repeal specified in the Third Schedule of anything contained in the said Table A and the said Tábla A shall not affect any company registered before the appointed day.

(4) In the Principal Act, a reference to a company registered under any specified enactment shall continue to have effect as a reference to a company registered under that enactment, notwithstanding that it has subsequently been re-registered under this Act.