Companies (Miscellaneous Provisions) Act 2009
Acts of the Oireachtas
Source: Acts of the Oireachtas

num: 1
paragraphs: — (1) In this section—
“accounts” means Companies Act individual accounts and Companies Act group accounts;
“relevant parent undertaking” means a parent undertaking—
(a) which does not have securities admitted to trading on a regulated market,
(b) whose securities (or whose receipts in respect of those securities) are registered with the Securities and Exchange Commission of the United States of America, or which is otherwise subject to reporting to that Commission, under the laws of the United States of America, and
(c) which, prior to the commencement of this section, has not made and was not required to make an annual return to the registrar of companies to which accounts were required to have been annexed;
“ US generally accepted accounting principles” means the standards and interpretations, in relation to accounting and financial statements, issued by any of the following bodies constituted under the laws of the United States of America or of a territorial unit of the United States of America:
(a) the Financial Accounting Standards Board;
(b) the American Institute of Certified Public Accountants;
(c) the Securities and Exchange Commission.
(2) This section applies to the accounts of a relevant parent undertaking that are prepared for such of its first 4 financial years after it is incorporated in the State as end or ends not later than 31 December 2015.
(3) To the extent that the use of US generally accepted accounting principles does not contravene any provision of the Companies Acts or of any regulations made thereunder—
(a) a true and fair view of the state of affairs and profit or loss of a relevant parent undertaking may be given by the use by that undertaking of those principles in the preparation of its Companies Act individual accounts, and
(b) a true and fair view of the state of affairs and profit or loss of a relevant parent undertaking and its subsidiary undertakings as a whole may be given by the use by that relevant parent undertaking of those principles in the preparation of its Companies Act group accounts.
(4) Where accounts are prepared in accordance with this section, the notes to those accounts shall contain a statement to that effect.
num: 2
paragraphs: — (1) In this section “accounts” means Companies Act individual accounts and Companies Act group accounts.
(2) The Minister may make regulations providing for specified categories of parent undertakings which do not have securities admitted to trading on a regulated market and providing that—
(a) a true and fair view of the state of affairs and profit or loss of a parent undertaking in such a category may be given by the preparation by it of its Companies Act individual accounts for a specified number, not to exceed 4, of its first financial years in accordance with specified accounting standards, and
(b) a true and fair view of the state of affairs and profit or loss of a parent undertaking in such a category and its subsidiary undertakings as a whole may be given by the preparation by that parent undertaking of its Companies Act group accounts for a specified number, not to exceed 4, of its first financial years in accordance with specified accounting standards.
(3) Regulations made under subsection (2) shall—
(a) specify the accounting standards, which shall be—
(i) internationally recognised, and
(ii) generally accepted accounting principles or practice of a jurisdiction—
(I) to which a majority of the subsidiaries of the parent undertaking have a substantial connection, or
(II) in which the market on which the shares of the parent undertaking are primarily admitted to trading is situated,
(b) specify the number of financial years in respect of which the regulations apply, and the date on which the latest of such financial years shall end, which shall be not later than 31 December 2015, and
(c) provide that the preparation of such accounts shall not contravene any provision of the Companies Acts or of any regulations made thereunder.
(4) Every regulation under this section 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 such 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.
(5) Where accounts are prepared in accordance with regulations made under this section, the notes to those accounts shall contain a statement to that effect.
num: 3
paragraphs: — The Companies Act 1990 is amended—
(a) in section 3(2), by substituting the following for paragraph (a):
“(a) A recognised stock exchange for the purposes of any provision of the Companies Acts is an exchange or a market, whether within or outside the State, prescribed by the Minister for the purposes of that provision.”,
(b) in section 7(3), by deleting “, to an amount not less than £5,000 and not exceeding £250,000,”,
(c) in section 13(1), by substituting “relevant Minister.” for “relevant Minister, provided that no such liability on the part of the applicant or applicants shall exceed in the aggregate £250,000.”,
(d) in section 212—
(i) in subsection (1)(b), by inserting “within the State” after “exchange”,
(ii) by inserting the following subsection after subsection (1):
“(1A) For the purposes of sections 215, 226, 226A and 229, a purchase by a company that issues shares, or by a subsidiary of that company, of the first-mentioned company’s shares, is an ‘overseas market purchase’ if the shares are purchased on a recognised stock exchange outside the State and are subject to a marketing arrangement.”,
and
(iii) in subsection (2), by deleting “subsection (1)” and substituting “subsections (1) and (1A)”,
(e) in section 215(1), by inserting “or overseas market purchase” after “market purchase” in each place where it occurs,
(f) in section 226(1), by inserting “or, in the case of an overseas market purchase, within 3 working days,” after “28 days”,
(g) by inserting the following section after section 226:
“Duty of company to publish particulars of overseas market purchase.
226A.— (1) Whenever shares for which dealing facilities are provided on a recognised stock exchange are the subject of an overseas market purchase either by the company which issued the shares or by a company which is that company’s subsidiary, the company which issued the shares shall publish, on its website for a continuous period of not less than 28 days beginning on the day that next follows the overseas market purchase concerned and is a day on which the recognised stock exchange concerned is open for business, or in any other prescribed manner, the following information for total purchases on the recognised stock market concerned on each such day:
(a) the date, in the place outside the State where the recognised stock market concerned is located, of the overseas market purchase;
(b) the purchase price at which the shares were purchased, or the highest such price and lowest such price paid by that company or subsidiary;
(c) the number of shares which were purchased;
(d) the recognised stock exchange on which the shares were purchased.
(2) If default is made in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence.”,
(h) in section 229(1), by inserting “, other than when the purchase was an overseas market purchase,” after “subsidiary”,
(i) in section 256(8), by inserting “, other than a company to which section 256F applies,” after “this Part applies”, and
(j) by inserting the following after section 256E:
“Continuation of foreign investment companies.
256F.— (1) In this section—
‘migrating company’ means a body corporate which is established and registered under the laws of a relevant jurisdiction and which is a collective investment undertaking;
‘registration documents’, in relation to a migrating company, means the following documents and, when the original registration documents are not written in the Irish language or the English language, means a translation into the Irish language or the English language certified as being a correct translation thereof by a person who is competent to so certify:
(a) a copy, certified and authenticated in the prescribed manner, of the certificate of registration or equivalent certificate or document issued with respect to the migrating company under the laws of the relevant jurisdiction;
(b) a copy, certified and authenticated in the prescribed manner, of the memorandum and articles of association of the migrating company or equivalent constitutive document of the migrating company;
(c) a list setting out particulars in relation to the directors and secretary of the migrating company in accordance with the provisions of section 195 of the Principal Act;
(d) a statutory declaration of a director of the migrating company made not more than 28 days prior to the date on which the application is made to the registrar to the effect that—
(i) the migrating company is, as of the date of the declaration, established and registered in the relevant jurisdiction, no petition or other similar proceeding to wind up or liquidate the migrating company has been notified to it and remains outstanding in any place, and no order has been notified to the migrating company or resolution adopted to wind up or liquidate the migrating company in any place,
(ii) the appointment of a receiver, liquidator, examiner or other similar person has not been notified to the migrating company and, at the date of the declaration, no such person is acting in that capacity in any place with respect to the migrating company or its property or any part thereof,
(iii) the migrating company is not, at the date of the declaration, operating or carrying on business under any scheme, order, compromise or other similar arrangement entered into or made by the migrating company with creditors in any place,
(iv) at the date of the declaration the migrating company has served notice of the proposed registration on the creditors of the migrating company,
(v) any consent or approval to the proposed registration in the State required by any contract entered into or undertaking given by the migrating company has been obtained or waived, as the case may be, and
(vi) the registration is permitted by and has been approved in accordance with the memorandum and articles of association or equivalent constitutive document of the migrating company;
(e) a declaration of solvency prepared in accordance with section 256H;
num: 4
paragraphs: — (1) Section 27 of the Companies (Auditing and Accounting) Act 2003 is amended—
(a) by substituting the following for subsection (1):
“(1) The Supervisory Authority may delegate some or all of its functions and powers under sections 23 to 26 to a committee established for that purpose and consisting of persons from one or more of the following categories of persons:
(a) persons who are, at the time the committee is established, directors of the Authority,
(b) other persons that the Authority considers appropriate.”,
and
(b) by inserting in subsection (4) “, including the determination of whether a matter should be referred to a committee established for a purpose referred to in subsection (1)” after “behalf”.
(2) For the avoidance of doubt, a committee that was established under subsection (1) of section 27 of the Companies (Auditing and Accounting) Act 2003 prior to the commencement of section 4 of the Companies (Miscellaneous Provisions) Act 2009 shall be deemed to have been properly constituted, and shall be deemed to have and to have had all the powers necessary to perform its functions notwithstanding that any of its members was a director when he or she was appointed to the committee but ceased to be such a director before the completion of the enquiry, investigation or review for which it was established.
num: 5
paragraphs: — (1) The UCITS Regulations are amended by inserting the following after Regulation 36F (inserted by section 77 of and the Schedule to the Investment Funds, Companies and Miscellaneous Provisions Act 2005 ):
“Application of jurisdiction transfer provisions to investment companies established as UCITS.
36G.— The provisions of sections 256F to 256H of the Companies Act 1990 (inserted by section 3 of the Companies (Miscellaneous Provisions) Act 2009) shall apply to any investment company authorised pursuant to these Regulations and for this purpose the references to authorisation shall be read as referring to authorisation pursuant to these Regulations.”.
(2) In this section “UCITS Regulations” means the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2003 ( S.I. No. 211 of 2003 ) as amended.
num: 6
paragraphs: — (1) This Act may be cited as the Companies (Miscellaneous Provisions) Act 2009.
(2) This Act (other than sections 1 and 2 , paragraphs (a) to (h) of section 3 , and section 4 ) shall come into operation on such day or days as may be appointed by order or orders of the Minister for Enterprise, Trade and Employment, either generally or with reference to a particular purpose or provision, and different days may be so appointed for different purposes and different provisions.
(3) The Companies Acts and this Act are to be read together as one.