Companies (Amendment) Act, 1977
Acts of the Oireachtas
Source: Acts of the Oireachtas

num: 1
paragraphs: —(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.
num: 2
paragraphs: —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.
num: 3
paragraphs: —(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 “UrrÃºis”.
(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.
num: 4
paragraphs: —(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.
num: 5
paragraphs: —(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.”.
num: 6
paragraphs: —(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.
num: 7
paragraphs: —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.
num: 8
paragraphs: —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.”.
num: 9
paragraphs: —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 there-under.
num: 10
paragraphs: —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.
num: 11
paragraphs: —(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
Companies Act, 1963
1963, No. 33.
Stock Transfer Act, 1963
1963, No. 34.