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13 1983

COMPANIES (AMENDMENT) ACT, 1983

PART VI

Miscellaneous

Public limited company to publish certain matters in Iris Oifigiúil.

55. —(1) A public limited company shall publish in Iris Oifigiúil notice of the delivery to the registrar of companies of the following documents—

(a) a statutory declaration under section 6 (2);

(b) a copy of a resolution which gives, varies, revokes or renews an authority for the purposes of section 20 ;

(c) a copy of a special resolution under section 24 (1), (2) or (3);

(d) any expert's valuation report on a non-cash consideration under section 31 (2);

(e) any expert's valuation report on a non-cash asset acquired from a subscriber under section 33 (2);

(f) any statement or notice under section 39 (1), (3) or (4);

(g) any return of allotments under section 58 (1) of the Principal Act;

(h) any notification of the redemption of preference shares under section 69 (1) of the Principal Act;

(i) a copy of a special resolution to reduce its share capital under section 72 (2) of the Principal Act;

(j) a copy of any resolution or agreement to which section 143 of the Principal Act applies and which—

(i) states the rights attached to any shares in the company, other than shares which are, in all respects, uniform (for the purposes of section 39 (1)) with shares previously allotted;

(ii) varies rights attached to any shares in the company; or

(iii) assigns a name or other designation, or a new name or other designation, to any class of shares in the company.

(2) The notice mentioned in subsection (1) shall be published within six weeks of the relevant delivery.

(3) Where a company fails to comply with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on summary conviction to a fine not exceeding £250.

(4) Proceedings in relation to an offence under this section may be brought and prosecuted by the registrar of companies.

Trading under misleading name.

56. —(1) A person who is not a public limited company or (after the end of the general transitional period) is an old public limited company shall be guilty of an offence if he carries on any trade, profession or business under a name which includes, as its last part, the words “public limited company”, or “cuideachta phoiblí theoranta” or abbreviations of those words.

(2) A public limited company other than an old public limited company shall be guilty of an offence if, in circumstances in which the fact that it is a public limited company is likely to be material to any person, it uses a name which may reasonably be expected to give the impression that it is a company other than a public limited company.

(3) Where, within the re-registration period, an old public limited company applies to be re-registered under section 12 as a public limited company, then—

(a) during the twelve months following the re-registration, any provision of section 114 (1) (b) or (c) of the Principal Act; and

(b) during the three years following the re-registration, section 114(1) (a) of the Principal Act or any provision of any other Act or statutory instrument requiring or authorising the name of the company to be shown on any document or other object,

shall apply as if any reference in that provision to the name of the company were a reference to a name which either is its name or was its name before re-registration.

(4) Subsection (1) shall not apply to any company—

(a) to which Part XI of the Principal Act applies; and

(b) which has provisions in its constitution that would entitle it to rank as a public limited company if it had been registered in the State.

(5) A person guilty of an offence under subsection (1) or (2) and, if that person is a company, any officer of the company who is in default shall be liable on summary conviction to a fine not exceeding £500 together with, in the case of a continuing offence, a fine not exceeding £50 for every day on which the offence continues, but not exceeding £1,000 in total.

Penalties.

57. —(1) A company or other person guilty of an offence under section 20 or 36 shall be liable, on conviction on indictment, to a fine not exceeding £2,500.

(2) A company or other person guilty of an offence under section 24 , 40 or 41 shall be liable, on conviction on indictment—

(a) in the case of a company, to a fine not exceeding £2,500;

(b) in the case of a person other than a company, to a fine not exceeding £2,500 or, at the discretion of the court, to imprisonment for a term not exceeding 2 years or to both the fine and the imprisonment.

(3) Any person guilty of an offence under section 31 shall be liable on conviction on indictment to a fine not exceeding £5,000 or, at the discretion of the court, to imprisonment for a term not exceeding 3 years or to both the fine and the imprisonment.

(4) A Justice of the District Court shall have jurisdiction to try summarily an offence under section 20 , 24 , 31 , 36 , 40 or 41 if—

(a) the Justice is of the opinion that the facts proved or alleged against the defendant charged with any such offence constitute a minor offence fit to be tried summarily;

(b) the Director of Public Prosecutions consents; and

(c) the defendant (on being informed by the Justice of his right to be tried by a jury) does not object to being tried summarily,

and, upon conviction under this subsection the said defendant shall be liable—

(i) in the case where the defendant is guilty of an offence under section 20 or 36 , to a fine not exceeding £500;

(ii) in the case where the defendant is guilty of an offence under section 24 , 31 , 40 or 41

(I) in the case of a company, to a fine not exceeding £500;

(II) in the case of a person other than a company, to a fine not exceeding £500 or, at the discretion of the Court, to imprisonment for a term not exceeding 6 months or to both the fine and the imprisonment.

(5) Section 13 of the Criminal Procedure Act, 1967 , shall apply in relation to an offence under the said section 20 , 24 , 31 , 36 , 40 and 41 as if, in lieu of the penalties specified in subsection (3) of the said section 13, there were specified therein the penalty provided for by subsection (4) of this section, and the reference in subsection 2 (a) of the said section 13 to the penalties provided for in subsection (3) of the said section 13 shall be construed and have effect accordingly.

Revocation of power under section 24 of Principal Act to dispense with “limited” in name of public limited companies.

58. —(1) No licence under section 24 of the Principal Act shall be granted in respect of a public limited company or an association about to be formed into a public limited company or have effect in respect of such a company.

(2) Any such licence already granted to a company shall cease to have effect if, after the appointed day, the company is registered or re-registered as a public limited company.

Power by order to prescribe forms and to revoke and amend orders.

59. —(1) The Minister may by order prescribe forms to be used in connection with any of the provisions of this Act.

(2) The Minister may by order revoke or amend an order (other than an order made under section 1 (3) made under this Act.

Laying of orders before Houses of Oireachtas.

60. —Every order made 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 order is passed by either House within the next 21 days on which that House has sat after the order is laid before it, the order shall be annulled accordingly but without prejudice to the validity of anything previously done thereunder.

Expenses.

61. —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.