21 1924

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Number 21 of 1924.


COMPANIES (RE-CONSTITUTION OF RECORDS) ACT, 1924.


ARRANGEMENT OF SECTIONS

Section

1.

Companies to which this Act applies.

2.

Companies to which this Act may be applied by the court.

3.

Companies to which Act applies to send statement and documents to registrar.

4.

Debenture holders, mortgagees, etc., not to be prejudiced.

5.

Registrar to give certificate of compliance with Act.

6.

Companies failing to comply with Act to be struck off register.

7.

Certain dissolved companies to be struck off register.

8.

Penalties in relation to non-compliance with Act.

9.

Rectification of statement by the court.

10.

Power of court to reinstate companies struck off the register under this Act.

11.

Relief of registrar in relation to companies to which Act applies.

12.

Relief of registrar in relation to companies to which Act does not apply.

13.

Definitions.

14.

Short title.

FIRST SCHEDULE

Existing Companies excluded by Name from this Act

SECOND SCHEDULE

Form of Statement to be made under this Act

THIRD SCHEDULE

Documents of which Copies are to be sent to the Registrar

FOURTH SCHEDULE

Original Certificates to be sent to the Registrar

FIFTH SCHEDULE

Form of Certificate of Compliance with Act

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Number 21 of 1924.


COMPANIES (RE-CONSTITUTION OF RECORDS) ACT, 1924.


AN ACT TO MAKE PROVISION FOR THE RE-CONSTITUTION OF THE RECORDS IN THE OFFICE OF THE REGISTRAR OF COMPANIES RELATING TO CERTAIN COMPANIES WHOSE RECORDS IN THAT OFFICE HAVE BEEN DESTROYED. [26th June, 1924.]

BE IT ENACTED BY THE OIREACHTAS OF SAORSTÁT EIREANN AS FOLLOWS:—

Companies to which this Act applies.

1. —(1) This Act applies to every company which—

(a) was registered under the Joint Stock Companies Acts, the Companies Act, 1862, or the Companies (Consolidation) Act, 1908, and

(b) was incorporated before the 26th day of May, 1921, and

(c) was not dissolved or struck off the register before the passing of this Act, and

(d) has its registered office in Saorstát Eireann, and

(e) is not excepted from this Act by the next sub-section.

(2) This Act does not apply to—

(a) the companies mentioned in the First Schedule to this Act, or

(b) any company which was in liquidation, whether compulsory or voluntary, on the 26th day of May, 1921, and the liquidation whereof shall be completed and duly notified to the registrar within six months after the passing of this Act.

Companies to which this Act may be applied by the court.

2. —(1) Whenever—

(a) in the case of a company to which this Act would have applied if it had not been dissolved before the passing of this Act, the court shall make an order under section 223 of the Companies (Consolidation) Act, 1908, declaring the dissolution of the company to have been void, or

(b) in the case of a company to which this Act would have applied if it had not been struck off the register before the passing of this Act, the court shall make an order under section 242 of the Companies (Consolidation) Act, 1908, that the name of the company be restored to the register,

the court may in such order declare that this Act shall apply to the company with such modifications as to the times within which acts are to be done, or as to any other matter as the court shall think proper, and thereupon this Act as so modified shall apply to the company as from the date on which an office copy of such order is filed with the registrar.

(2) It shall be the duty of the person on whose application an order is made under this section declaring that this Act shall apply to a company, to file with the registrar an office copy of the order within seven days after the order is made, and if that person shall fail so to do he shall be liable on summary conviction to a fine not exceeding five pounds for every day during which the default continues.

Companies to which Act applies to send statement and documents to registrar.

3. —(1) Every company to which this Act applies shall, within one month after being required by the registrar by letter sent by post to the company so to do, or, in the absence of any such requisition, not later than the 31st day of December, 1924, send to the registrar—

(a) a statement in the form set forth in the Second Schedule to this Act duly completed in such manner as to state correctly the several matters and things required by the said form to be stated, and

(b) one copy of each of the documents specified in the Third Schedule to this Act, and

(c) the original of each of the certificates specified in the Fourth Schedule to this Act.

(2) Every statement sent to the registrar pursuant to the foregoing sub-section shall be verified by a statutory declaration in the form set out in the Second Schedule to this Act made by two of the following persons, that is to say, the directors, the manager, and the secretary.

(3) The copies of the documents specified in the Third Schedule to this Act sent to the registrar by a company pursuant to this section shall be authenticated by the seal of the company being affixed thereto and attested in the manner prescribed by the regulations of the company.

(4) The statement and copies documents aforesaid, shall be retained and filed by the registrar.

(5) The registrar shall return to the sender all original certificates sent to him by a company pursuant to this section within one month after receiving the same.

(6) If and whenever a company to which this Act applies satisfies the registrar by statutory declaration that it is impossible or impracticable to complete a statement or to send a copy document or original certificate to the registrar pursuant to this section, and that the company has complied with this section so far as is possible or practicable, the registrar may relieve such company from the obligation to comply further with this section.

Debenture holders, mortgagees, etc., not to be prejudiced.

4. —(1) The matters stated by a company in a statement sent by it to the registrar pursuant to this Act in relation to the debentures, mortgages, and charges affecting its property shall only be prima facie evidence of such matters, and neither the mention nor the omission of a debenture, mortgage, or charge in or from any such statement shall prejudice or affect the rights of any debenture trustee, debenture holder, mortgagee, chargeant, or other creditor of the company.

(2) In this section the word “debenture” includes debenture stock as well as debenture.

Registrar to give certificate of compliance with Act.

5. —When and so soon as the registrar is satisfied that a company to which this Act applies has complied with this Act save in so far (if at all) as it has been relieved by the registrar from so doing, the registrar shall issue to the company a certificate of such compliance in the form set forth in the Fifth Schedule to this Act, and such certificate shall be conclusive evidence that the company has duly complied with this Act.

Companies failing to comply with Act to be struck off register.

6. —(1) The registrar shall, within six months after the 31st day of December, 1924, publish in the Iris Oifigiúil and in at least two daily newspapers circulating in Saorstát Eireann a notice stating—

(a) the names of all companies to which the registrar has reason to believe that this Act applies and which have not complied with this Act prior to such publication; and

(b) that at the expiration of three months from the publication of that notice every company (whether it is or is not named in that notice) to which this Act applies and which has not then complied with this Act will be dissolved by virtue of this Act and its name will be struck off the register.

(2) At the expiration of three months from the date of the notice published pursuant to the foregoing sub-section, every company to which this Act applies and which has not before the expiration of such three months complied with this Act shall stand dissolved by virtue of this Act and its name shall thereupon be struck off the register.

(3) As soon as may be after the expiration of the said period of three months the registrar shall publish in the Iris Oiftgiúil and in at least two daily newspapers circulating in Saorstát Eireann a notice stating the names of all companies whose names have been struck off the register pursuant to this section.

Certain dissolved companies to be struck off register.

7. —(1) The registrar may at any time before the 30th day of September, 1925, publish in the Iris Oifigiúil and in at least two daily newspapers circulating in Saorstát Eireann a notice stating the names of any companies registered in Ireland with registered offices in the area now comprised in Saorstát Eireann which he has reason to believe were dissolved prior to the 26th day of May, 1921, but of whose dissolution he is unable to adduce positive evidence.

(2) At the expiration of three months from the publication of a notice under this section, the registrar shall strike off the register the names of all the companies named in such notice except those in respect of which it shall have been proved to him that they had not been dissolved.

(3) As soon as may be after the name of a company is struck off the register under this section, the registrar shall publish in the Iris Oifigiúil a notice of such striking off.

Penalties in relation to non-compliance with Act.

8. —(1) If a company to which this Act applies furnishes to the registrar a statement pursuant to this Act which is false or misleading in any material particular, every director, manager, and secretary of the company shall, unless he proves that such statement was made without his knowledge or without his consent, be guilty of a misdemeanour, and shall be liable on summary conviction to be sentenced to imprisonment for a term not exceeding six months with or without hard labour or, at the discretion of the court, to a fine not exceeding fifty pounds, or on conviction on indictment to be sentenced to imprisonment for a term not exceeding two years with or without hard labour or, at the discretion of the judge, to a fine not exceeding one hundred pounds, or to both such imprisonment and fine.

(2) If any company to which this Act applies fails—

(a) to complete and send to the registrar within the time prescribed by this Act the statement required by this Act to be completed and sent to the registrar by such company, save in so far (if at all) as the company is relieved by the registrar under this Act from the obligation to complete such statement, or

(b) to send to the registrar within the time prescribed by this Act any copy document or original certificate required by this Act to be sent to the registrar by such company and from the obligation to send which the company is not relieved by the registrar tinder this Act,

such company and every director, manager, and secretary thereof shall be liable on summary conviction to a fine not exceeding one pound for every day during which such default continues.

Rectification of statement by the court.

9. —(1) Where it appears to the court that any entry in a statement sent to the registrar by a company pursuant to this Act is untrue, misleading, or inaccurate, the court may, on the application of the registrar or the company or any member or creditor of the company, order that the statement be rectified in such manner as the court shall thereby direct.

(2) When an order is made by the court under this section, the company shall, within one month after the date of the order, send to the registrar an amended statement in accordance with the terms of such order, and the provisions of this Act in relation to the contents, verification, and relief from completion of the original statement, and penalties for sending a false or misleading statement or failing to complete or send the original statement shall apply to the amended statement to be sent under this section.

Power of court to reinstate companies struck off the register under this Act.

10. —(1) Where the name of a company has been struck off the register by the registrar pursuant to this Act, the court may, on the application of the company or any member or creditor thereof made within five years after such striking off, if satisfied that the company was at the time of such striking off carrying on business or in operation, or that it is otherwise just that the name of the company be restored to the register, do all or any of the following things, that is to say—

(a) declare the dissolution (if any) of the company to be void;

(b) order the name of the company to be restored to the register;

(c) require the company to comply with all or any one or more of the provisions of this Act with such modifications as to the times within which acts are to be done or as to any other matter as the court shall think proper;

(d) make the operation of any part of the order conditional on the company complying with the provisions or any one or more provisions of this Act with such modifications as aforesaid;

(e) give such directions and make such provisions as may seem just for placing the company and all other persons in the same position as nearly as may be as if the name of the company had not been struck off the register, and the company (if dissolved) had not been dissolved;

(f) make such order as to costs as the court shall think proper.

(2) Where an order is made under this section restoring the name of a company to the register or declaring the dissolution of a company to have been void, the company shall be deemed to have continued in existence as if its name had not been struck off the register and (if dissolved) as if it had not been dissolved.

(3) If a company purports to carry on business or to be in operation after its name has been struck off the register pursuant to this Act or after it has been dissolved by virtue of this Act, any person to whom the company incurs or purports to incur a liability after such striking off or dissolution shall be deemed to be a creditor of the company for the purposes of this section, but without prejudice to the rights (if any) of such person against the persons purporting to carry on or operate the company or its business.

(4) It shall be the duty of the person on whose application an order is made under this section to deliver to the registrar an office copy of the order within seven days after the order is made, and if that person fails so to deliver such copy order he shall be liable on summary conviction to a fine not exceeding five pounds for every day during which the default continues.

Relief of registrar in relation to companies to which Act applies.

11. —(1) Whenever the registrar shall be required to produce for inspection in his office, or to give in evidence in any court, any document kept and registered by him previous to the 26th day of May, 1921, in relation to a company to which this Act applies, or is required to furnish a copy of or extract from any such document, then and in any such case—

(a) if a copy of the document has been sent to the registrar by the company pursuant to this Act, it shall be sufficient for the registrar to produce, give in evidence, or furnish a copy of or extract from (as the case may require), the copy of such document so sent to him;

(b) if no copy of the document has been sent to the registrar pursuant to this Act, but the information contained in such document is contained in the statement sent to the registrar by the company pursuant to this Act, it shall be sufficient for the registrar to produce, give in evidence, or furnish a copy of or extract from (as the case may require), the statement aforesaid;

(c) if no copy of the document has been sent to the registrar pursuant to this Act, and the information contained in such document is not contained in the statement aforesaid, the registrar shall be and is hereby relieved from any obligation to produce for inspection in his office, or to give in evidence in any court, or to furnish a copy of or extract from such document.

(2) Whenever the registrar shall be required to give a certificate of any matter or thing which occurred or was done before the 26th day of May, 1921, in relation to a company to which this Act applies, then—

(a) if the original of a like certificate issued by the registrar prior to the 26th day of May, 1921, has been sent to the registrar by the company pursuant to this Act, it shall be sufficient for the registrar to give a certificate based on the copy or other record of such previous certificate filed by the registrar when such previous certificate was so sent to him; or

(b) if no such previous certificate has been sent to the registrar, but the matter in respect of which the certificate is required was proved to the satisfaction of the registrar pursuant to this Act, it shall be sufficient for the registrar to give a certificate that the matter was so proved to his satisfaction; and

(c) in any other case the registrar shall be and he is hereby relieved from any obligation to give such certificate.

Relief of registrar in relation to companies to which Act does not apply.

12. —(1) The registrar shall be and he is hereby relieved from any obligation to produce for inspection in his office, or to give in evidence in any court, or to furnish a copy of or extract from any document kept and registered by him previous to the 26th day of May, 1921, and relating to a company to which this Act does not apply and which is not one of the companies mentioned in the First Schedule to this Act.

(2) The registrar shall be and he is hereby relieved from any obligation to give a certificate of any matter or thing which occurred or was done before the 26th day of May, 1921, in relation to a company to which this Act does not apply and which is not one of the companies mentioned in the First Schedule to this Act.

Definitions.

13. —In this Act—

the word “registrar” means the registrar of companies in Saorstát Eireann;

the word “court” means the court for the time being having jurisdiction to wind-up companies;

and all other words and expressions used in this Act which are also used in the Companies Acts, 1908 to 1917, have the same meanings in this Act as they respectively have in those Acts.

Short title.

14. —(1) This Act may be cited as the Companies (Re-Constitution of Record) Act, 1924.

(2) This Act shall be construed as one with the Companies Acts, 1908 to 1917, and those Acts and this Act may be cited together as the Companies Acts, 1908 to 1924.

FIRST SCHEDULE.


Existing Companies excluded by Name from this Act.


A. H. Bex, Limited.

“Anglo-Celt,” Limited.

Byford & Company, Limited.

F. W. Crossley Publishing Company, Limited.

Mountmellick Town Hall Company, Limited.

National Sawmills and Cooperage Company, Limited.


SECOND SCHEDULE.


Form of Statement to be made under this Act.

Particulars of Name and Constitution of Company as at 25th May, 1921.

1.    Name of Company

2.    Former Name (if any) of Company, and date of Certificate of Change of Name

3.    Registered Office of Company

4.    Date of Incorporation of Company

5.    The Company is constituted and regulated by

(State whether by Memorandum and Articles, Special Act, Royal Charter, Letters Patent, Deed of Settlement, or how otherwise, and give dates and other particulars, mention any relevant Special Resolutions and Court Orders.)

6.    Class of Company:—

(a) Whether limited or unlimited

(b) Whether limited by shares or by guarantee

(c) If limited by guarantee, is there a share capital?

(d) If unlimited, is there a share capital?

7.    Nominal capital of Company at date of incorporation, or, if the Company has no share capital, the number of members with which it was registered

8.    Dates and amounts of all subsequent increases of capital, or, if the Company has no share capital, dates and numbers of all subsequent increases of number of members

9.    Has the Company consolidated and divided share capital into shares of larger amount? If so, give dates and particulars

10.    Has the Company converted any of its shares into stock or reconverted stock into shares? If so, give dates and particulars

11.    Dates and amounts of all subsequent reductions of capital and how effected

12.    Has any Liquidator been appointed? If so, state his name and address, the date and manner of his appointment and whether he is still acting, and attach a Notice of Appointment of Liquidator in the prescribed form or an office copy of the Order of the Court to wind up the Company

13.    Has any Receiver been appointed? If so, state his name and address, the date and manner of his appointment and whether he is still acting, and attach a Notice of Appointment of Receiver in the prescribed form

14.    Has the Company at any time passed a Special Resolution? If so, state the date and description of every such Resolution, and attach a copy duly authenticated by the seal of the Company, of every such Resolution passed prior to the 26th May, 1921

N.B.—Manuscript copies will be accepted by the Registrar if printed copies are not available.

15.    Has the Company at any time since the 30th June, 1908, passed an Extraordinary Resolution? If so, state the date and description of every such Resolution, and attach a copy, duly authenticated by the seal of the Company, of every such Resolution passed since the said 30th June, 1908, and prior to the 26th May, 1921

N.B.—Manuscript copies will be accepted by the Registrar if printed copies are not available.

16. Particulars of Share Capital on the 25th May, 1921:—

Nominal Share Capital, £_______, divided into _______ shares of £ _______ each. Total number of shares taken up to the 25th day of May, 1921, __________

Number of shares issued subject to payment wholly in cash

__________

Number of shares issued as fully paid up otherwise than in cash

__________

Number of shares issued as partly paid up to the extent of _______ per share otherwise than in cash

__________

There

has

been

called

up

on

each

of

_______

shares

_______

£__________

_______

_______

£__________

_______

_______

£__________

Total amount of calls received, including payment on application and allotment

£__________

Total amount (if any) agreed to be considered as paid on shares which have been issued as fully paid up otherwise than in cash

£__________

Total amount (if any) agreed to be considered as paid on _______ shares which have been issued as partly paid up to the extent of _______ per share otherwise than in cash

£__________

Total amount of calls unpaid

£__________

Total amount (if any) paid on _______ shares forfeited

£__________

Total amount of shares and stock for which share warrants are outstanding

£__________

Number of shares or amount of stock comprised in each share warrant

£__________

17. Particulars of Contracts entered into by the Company providing for the allotment of shares for a consideration other than cash:—

Date of Contract

Names of Parties

Consideration passing to the Company

Particulars of shares allotted for such consideration

 

 

 

 

18. Particulars of Mortgages and Charges created by the Company:—

A.—Mortgages and Charges created prior to 1st July, 1908, which would have required registration if created on or after that date, but excluding Mortgages and Charges required to be registered under Section 14 of the Companies Act, 1900.

State in regard to every such Mortgage or Charge the following particulars, viz:—

(a) The date of creation and description

(b) The amount secured

(c) Short particulars of the property charged

(d) Names and addresses of the Mortgagees or chargeants or other persons entitled to the mortgage or charge

(e) Amount and date of registration of all registered satisfactions

State also the total amount outstanding on the 25th May, 1921, on such Mortgages and Charges

B.—Registered Mortgages and Charges created on or after 1st January, 1901, and before the 26th May, 1921, other than Debentures of a series ranking pari passu.

State in regard to every such Mortgage or Charge the following particulars, viz.:—

(a) Date of creation and description

(b) Date of registration

(c) Particulars of the amount originally secured and the amount outstanding on the 25th May, 1921

(d) Short particulars of the property charged

(e) Names of the Mortgagees or chargeants or other persons entitled to the mortgage or charge.

(f) Amount and date of registration of all registered satisfactions

C.—Debentures of a series ranking pari passu issued on or after the 1st January, 1901, and prior to the 26th May, 1921.

State in regard to every such series of Debentures the following particulars, viz.:—

(a) Date of registration

(b) Total amount secured by the series

(c) Date of resolution authorising the issue of the series

(d) Date and amount of each issue of the series

(e) Amount paid off and cancelled

(f) Amount outstanding on the 25th May, 1921

(g) Date of the covering Deed

(h) Short general description of the property charged

(i) Names of the Trustees for the debenture-holders

(j) Amount and date of registration of all registered satisfactions

(k) Whether any commission or discount was paid or allowed for procuring or agreeing to procure subscriptions for any shares in the Company, and if so, refer to the Articles authorising the payment or allowance, and state the rate of the commission or discount and the date of the circular or notice, if any (not being a prospectus), inviting subscriptions for the shares and disclosing the amount or rate of the commission or discount

19. Names, etc., of the Directors of the Company on the 25th May, 1921.

Name in full

Usual Residence

Nationality

Other business occupation (if any)

 

 

 

 

20. Additional particulars as at 25th May, 1921, to be furnished by a Private Company.

(a) Were the clauses necessary to constitute the Company a “Private Company” included in the Articles of Association of the Company at the date of its incorporation?

If not, state the date of the Special Resolution converting the Company into a Private Company.

(b) If the Company was incorporated on or after the 1st January, 1901, and was not a Private Company at the date of incorporation, has the Company at any time issued any invitation to the public to subscribe for any of its shares?

If so, state (i) Date of the prospectus offering shares for public subscription

(ii) Amount of share capital first offered for public subscription

(iii) Minimum subscription fixed by Memorandum or Articles of Association and named in the Prospectus or Statement in lieu of Prospectus

(iv) Amount of subscribed capital upon which the Company proceeded to the first allotment of shares payable wholly in cash.

(v) Date of Certificate to entitle Company to commence business

21. Additional particulars as at 25th May, 1921, to be furnished by a Company incorporated on or after the 1st January, 1901, which is not a Private Company.

(a) Has the Company at any time issued any invitation to the public to subscribe for any of its shares or debentures?

(b) Date of Prospectus offering shares or debentures for public subscription

(c) Amount of share capital first offered for public subscription

(d) Amount of debentures offered for public subscription

(e) Minimum subscription fixed by the Memorandum or Articles and named in the Prospectus or Statement in lieu of Prospectus

(f) Amount of Subscribed Capital upon which the Company proceeded to the first allotment of shares payable wholly in cash

(g) Date of Certificate entitling the Company to commence business

(h) Has the Company been at any time a Private Company?

(i) If so, state when it was converted into a Public Company

22.    Documents of which copies are sent herewith.

(Set out here a list of the documents of which copies are sent, pursuant to Section 3 and Schedule 3 of the Companies (Re-constitution of Records) Act, 1924.)

23.    Certificates sent herewith.

(Set out here a list of the original certificates sent, pursuant to Section 3 and Schedule 4 of the Companies (Re-constitution of Records) Act, 1924.)

The Common Seal of the Company was hereunto affixed this _________ day of ____________ 192 , in the presence of

________________

________________

________________

________________

________________

}

 

Directors.

 

 

Secretary.

Statutory Declaration.

State in this Declaration the offices in the Company held by the Declarants.

We,________________________________ of_______________________ and_________________________________________ of _______________________ do hereby solemnly and sincerely declare that the several particulars, matters, and things hereinbefore stated are true and correct; that the ______________, Limited, has not been dissolved or struck off the Register, and that no order was made nor resolution passed prior to the 26th May, 1921, for the winding-up of the said Company.

The wording of this Declaration should, if necessary, be amended in accordance with the facts.

Declared by the above-named

___________________

___________________

before me at____________

___________________

this _____ day of.

_______________192

 

 

___________________

___________________


THIRD SCHEDULE.

Documents of which Copies are to be sent to the Registrar.

The Memorandum and Articles of Association (if any) of the Company.

All Special Acts of Parliament (if any) constituting or regulating the Company.

All Royal Charters (if any) constituting or regulating the Company.

All Letters Patent (if any) constituting or regulating the Company.

All Deeds of Settlement (if any) constituting or regulating the Company.

All Orders of the Court varying, amending, extending or otherwise affecting any of the above documents.

All Special Resolutions passed prior to the 26th day of May, 1921.

All Extraordinary Resolutions passed since the 30th day of June, 1908, and prior to the 26th day of May, 1921.

All other (if any) documents prescribing, regulating, or altering the constitution of the Company.


FOURTH SCHEDULE.

Original Certificates to be sent to the Registrar.

Such of the following Certificates as were issued by the Registrar to the Company prior to the 26th day of May, 1921:—

Certificate of Incorporation.

Certificate to commence business.

All Certificates of the registration of Mortgages and Charges.

All Certificates of registration of Orders confirming a reduction of capital.

Certificate of registration of an Order submitting Memorandum and Articles of Association for Deed of Settlement.

All Certificates of change of name.

All Certificates of alteration of objects.


FIFTH SCHEDULE.

Form of Certificate of Compliance with Act.

I hereby certify that the ________________________________________________ Limited, has duly complied with the Companies (Re-constitution of Records) Act, 1924, save in so far as I have, in exercise of the power in that behalf conferred on me by the said Act, relieved the said Company from the obligation to comply with the said Act.

Given under my hand this _______ day of _____________

One Thousand Nine Hundred and _________________

_________________________________

Registrar of Joint Stock Companies.