Insurance (Amendment) Act, 1938
Acts of the Oireachtas
Source: Acts of the Oireachtas

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paragraphs: —(1) In this Act—
the expression “the Act of 1936” means the Insurance Act, 1936 (No. 45 of 1936);
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paragraphs: —(1) As soon as conveniently may be after the passing of this Act, the Minister for Industry and Commerce shall by order appoint, in pursuance of Article 12 of the Scheduled Agreement, a day to be the transfer date for the purposes of the Scheduled Agreement and this Act.
(2) In this Act the expression “the transfer date” means the day appointed by the Minister for Industry and Commerce under this section to be the transfer date for the purposes aforesaid.
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paragraphs: —The Scheduled Agreement is hereby confirmed, and for that purpose it is hereby declared and enacted as follows, that is to say:—
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paragraphs: —(1) The Memorandum of Association and the Articles of Association of the Terminating Company shall be so framed as to conform with the provisions relating thereto contained in the Scheduled Agreement, and neither the said Memorandum nor the said Articles shall be invalidated or rendered unlawful merely by reason of anything done in relation thereto or inserted therein or omitted therefrom in compliance with the Scheduled Agreement or this Act.
(2) Notwithstanding anything contained in the Companies Acts, 1908 to 1924, the Articles of Association of the Terminating Company may provide that the first ordinary general meeting of that Company shall be held not later than the 30th day of June, 1940.
(3) Notwithstanding anything contained in the Companies Acts, 1908 to 1924 no alteration, of the Memorandum of Association or the Articles of Association of the Terminating Company which is made while the Minister for Finance holds any of the shares of that Company shall be valid or effectual unless the consent of the Minister for Industry and Commerce to such alteration is given before the alteration is made
(4) So long as the Minister for Finance holds any of the shares of the Terminating Company, the Minister for Industry and Commerce shall not consent to any alteration of the Memorandum of Association or of the Articles of Association of that Company without previous consultation with the Minister for Finance in regard to such alteration.
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paragraphs: —(1) It shall be lawful for the Minister for Finance to pay from time to time to the Terminating Company all such sums as he is required by the Scheduled Agreement so to pay in respect of the difference referred to in the Scheduled Agreement as “the deficiency”, that is to say, the amount by which the valuation of the assets to be transferred by a Participating Company to the Terminating Company falls short of the amount of the liability (as defined in the Scheduled Agreement) of such Participating Company.
(2) All sums which the Minister for Finance is authorised by the foregoing sub-section of this section to pay to the Terminating Company shall be issued and paid out of the Central Fund or the growing produce thereof.
(3) In order to make the payments authorised by this section, the Minister for Finance may borrow on the security of the Central Fund or the growing produce thereof such sums as shall be required for that purpose, and the said Minister may, for the purpose of such borrowing, create and issue securities bearing such rate of interest and subject to such conditions as to repayment, redemption, or otherwise as he thinks fit and shall pay all moneys so borrowed into the Exchequer.
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paragraphs: —(1) Every share of the Terminating Company which is required by the Scheduled Agreement to be allotted or transferred to the Minister for Finance or his nominees shall be allotted or transferred either, as the said Minister shall direct, to the said Minister or to a person (in this section referred to as a nominee) nominated in that behalf by the said Minister, and different persons may be so nominated in respect of different such shares.
(2) The following provisions shall apply and have effect in respect of all shares of the Terminating Company which are for the time being standing in the name of the Minister for Finance, that is to say:—
(a) it shall be lawful for the Minister for Finance to do all or or any of the following things in respect of A shares of the Terminating Company which are for the time being standing in his name, that is to say:—
(i) to hold all or any of such shares for so long as he shall think fit,
(ii) to transfer all or any of such shares to a person (in this section also referred to as a nominee) selected by the said Minister to hold as his nominee the shares so transferred,
(iii) to sell all or any of such shares;
(b) it shall be lawful for the said Minister to hold all B shares of the Terminating Company for the time being standing in his name, but it shall not be lawful for the said Minister to sell or otherwise dispose of any such shares save that he may, whenever he so thinks fit, transfer all or any of such shares to a person (in this section also referred to as a nominee) selected by the said Minister to hold for him the shares so transferred;
(c) save as is otherwise provided by this section, it shall be lawful for the said Minister to exercise, in respect of all or any shares of the Terminating Company for the time being standing in his name, all or any of the rights and powers from time to time exercisable by the holder of such shares, and, where such rights or powers are exercisable by attorney, to exercise such rights or powers, whenever he so thinks fit, by his attorney;
(d) all dividends and other moneys received by the said Minister in respect of shares of the Terminating Company standing in his name and also the net proceeds of all such shares sold by him shall be paid into the Exchequer.
(3) The following provisions shall apply and have effect in respect of all shares of the Terminating Company which are for the time being standing in the name of a nominee for the Minister for Finance that is to say:—
(a) every such nominee shall hold upon trust for the said Minister all shares of the Terminating Company for the time being vested in him as such nominee and shall dispose of such shares in such manner as the said Minister shall from time to time direct in writing;
(b) every such direction by the said Minister shall be a good and lawful authority and discharge to the nominee to whom it is given for everything done by him in accordance therewith, and such nominee shall not be entitled or concerned to inquire whether such direction was or was not lawfully given;
(c) it shall be lawful for the said Minister to direct a nominee to sell all or any of the A shares of the Terminating Company for the time being vested in him as such nominee;
(d) the said Minister shall not direct a nominee to sell any B shares of the Terminating Company;
(e) it shall be lawful for the said Minister to direct a nominee to transfer all or any of the shares of the Terminating Company for the time being vested in him as swell nominee either (as shall be specified in such direction) to the said Minister or to a person (in this section also referred to as a nominee) selected by the said Minister to hold such shares as his nominee;
(f) every nominee shall, in the exercise of the rights and powers exercisable in respect of the shares of the Terminating Company for the time being vested in him as such nominee, act in all respects in accordance with the directions of the said Minister;
(g) every nominee shall pay into the Exchequer in such manner as the said Minister shall direct, all dividends and other moneys received by him in respect of shares of the Terminating Company for the time being vested in him as such nominee and also the net proceeds of the sale by him of any such shares.
(4) This section shall apply to the personal representative of a deceased nominee in like manner as it applies to a living nominee, and accordingly the word “nominee” shall in this section be construed (wherever the context so admits) as including the personal representative of a deceased nominee.
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paragraphs: —(1) On the transfer date, the life assurance business and the industrial assurance business of every Participating Company shall, by virtue of this section, be transferred to and vest in the Terminating Company.
(2) For the purpose of giving full effect to the foregoing sub-section of this section, the following provisions shall have effect, that is to say:—
(a) the transfer effected by the said sub-section of the life assurance business and the industrial assurance business of a Participating Company shall, notwithstanding anything contained in the Memorandum of Association of that Company, be effectual to bind all shareholders in and all creditors and debtors of the said Participating Company and all persons interested in or in respect of policies issued by that Company;
(b) subject to the provisions of this sub-section in relation to profit-sharing rights, every policy of life assurance and every policy of industrial assurance issued by a Participating Company, which, immediately before the transfer date is subsisting and has not matured (in this section referred to as an existing policy), shall, on the transfer date, become and be a policy of life assurance or a policy of industrial assurance (as the case may require) of the Terminating Company, and every right and every liability of such Participating Company in respect of such existing policy shall, on the transfer date, cease to be enforceable by or against such Participating Company and shall, on the transfer date, become and be the right or the liability (as the case may be) of the Terminating Company and be enforceable by or against that Company in the same manner in all respects as such right or liability would have been enforceable by or against such Participating Company if the said transfer had not taken place;
(c) subject to the provisions of this sub-section in relation to profit-sharing rights, every person who was, immediately before the transfer date, the holder of an existing policy shall, on the transfer date, become and be a policy holder of the Terminating Company, and every right or liability of such person in respect of such existing policy shall, on the transfer date, cease to be enforceable by or against such person against or by the Participating Company which issued such policy and shall, on the transfer date, become and be enforceable by or against such person against or by the Terminating Company in the same manner as such right or liability would have been enforceable against or by the said Participating Company if the said transfer had not taken place;
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paragraphs: —(1) For the purpose of transferring to the Terminating Company so much of the assets of a Participating Company as are required by the Scheduled Agreement to be so transferred, the following provisions shall have effect, that is to say:—
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paragraphs: —The following provisions shall have effect in relation to all persons (in this section referred to as the said persons) who are in the employment (whether as directors, executives, members of the staff, or otherwise, and whether whole-time or part-time) of a Participating Company immediately before the transfer date, that is to say:—
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paragraphs: —For the purpose of so much of paragraph (ii) of Article 19 of the Scheduled Agreement as requires that the indebtedness therein referred to shall be ascertained in the like manner as in a winding-up pursuant to the Companies (Consolidation) Act, 1908 , the following provisions shall have effect, that is to say:—
(a) all powers and duties which are by law vested in or imposed on a liquidator in a voluntary winding-up shall, in relation to each Participating Company and for the purpose of the ascertainment of the said indebtedness of that Company, be exercised and performed by the auditor of the Terminating Company;
(b) every claim by a creditor of a Participating Company (other than claims by policy-holders, directors, executives, or staff and claims under a policy) against such Participating Company which is not submitted to the auditor of the Terminating Company within three months after the publication by such auditor pursuant to sub-section (1) of section 188 of the Companies (Consolidation) Act, 1908 , of the advertisement of notice of the meeting mentioned in that sub-section of the creditors of the said Participating Company shall be wholly void and irrecoverable.
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paragraphs: —(1) Each of the directors of the Terminating Company appointed in accordance with the Articles of Association of that Company shall be entitled to carry into effect the provisions of the Scheduled Agreement notwithstanding that he is interested in the subject matter of the said Agreement or derives any profit or benefit therefrom or stands in a fiduciary position to the Terminating Company.
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paragraphs: —Notwithstanding anything contained in the Articles of Association of the Terminating Company or in the Companies Acts, 1908 to 1924, or in the Insurance Acts, 1909 and 1936, the first accounts and balance sheet which the Terminating Company is required to prepare in accordance with the said Articles and Acts, and (as the case may be) to deposit with the Minister for Industry and Commerce or to furnish to the Minister for Finance, or to forward to the Registrar of Companies, shall be so prepared in respect of the period from the date of incorporation of the said Company to the 31st day of December, 1939.
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paragraphs: —Notwithstanding anything contained in section 112 of the Companies (Consolidation) Act, 1908 , a person shall not be appointed to be an auditor of the Terminating Company unless the approval of the Minister for Industry and Commerce has previously been obtained to the appointment of such person to that office.
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paragraphs: —(1) It shall be the duty of the Terminating Company and it is hereby empowered, as soon as may be after it is incorporated, to promote the Permanent Company in accordance with the provisions in that behalf of the Scheduled Agreement.
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paragraphs: —(1) Every, share of the Permanent Company which is required by the Scheduled Agreement to be allotted or transferred to the Minister for Finance or his nominees shall be allotted or transferred either, as the said Minister shall direct, to the said Minister or to a person (in this section referred to as a nominee) nominated in that behalf by the said Minister, and different persons may be so nominated in respect of different such shares.
(2) The following provisions shall apply and have effect in respect of all shares of the Permanent Company which are for the time being standing in the name of the Minister for Finance, that is to say:—
(a) it shall be lawful for the Minister for Finance to do all or any of the following things in respect of such shares, that is to say:—
(i) to hold all or any of such shares for so long as he shall think fit,
(ii) to transfer all or any of such shares to a person (in this section also referred to as a nominee) selected by the said Minister to hold as his nominee the shares so transferred,
(iii) to sell all or any of such shares;
(b) save as is otherwise provided by this section, it shall be lawful for the said Minister to exercise, in respect of such shares, all or any of the rights and powers from time to time exercisable by the holder of such shares, and, where such rights or powers are exercisable by attorney, to exercise such rights or powers, whenever he so thinks fit, by his attorney;
(c) all dividends and other moneys received by the said Minister in respect of such shares and also the net proceeds of all such shares sold by him shall be paid into the Exchequer.
(3) The following provisions shall apply and have effect in respect of all shares of the Permanent Company which are for the time being standing in the name of a nominee for the Minister for Finance, that is to say:—
(a) every such nominee shall hold upon trust for the said Minister all shares of the Permanent Company for the time being vested in him as such nominee and shall dispose of such shares in such manner as the said Minister shall from time to time direct in writing;
(b) every such direction by the said Minister shall be a good and lawful authority and discharge to the nominee to whom it is given for everything done by him in accordance therewith, and such nominee shall not be entitled or concerned to inquire whether such direction was or was not lawfully given;
(c) it shall be lawful for the said Minister to direct a nominee to sell all or any of the shares of the Permanent Company for the time being vested in him as such nominee;
(d) it shall be lawful for the said Minister to direct a nominee to transfer all or any of the shares of the Permanent Company for the time being vested in him as such nominee either (as shall be specified in such direction) to the said Minister or to a person (in this section also referred to as a nominee) selected by the said Minister to hold such shares as his nominee;
(e) every nominee shall, in the exercise of the rights and powers exercisable in respect of the shares of the Permanent Company for the time being vested in him as such nominee, act in all respects in accordance with the directions of the said Minister;
(f) every nominee shall pay into the Exchequer in such manner as the said Minister shall direct, all dividends and other moneys received by him in respect of shares of the Permanent Company for the time being vested in him as such nominee, and also the net proceeds of the sale by him of any such shares.
(4) This section shall apply to the personal representative of a deceased nominee in like manner as it applies to a living nominee, and accordingly the word “nominee” shall in this section be construed (wherever the context so admits) as including the personal representative of a deceased nominee.
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paragraphs: —Notwithstanding anything contained in section 112 of the Companies (Consolidation) Act, 1908 , a person shall not, so long as the Minister for Finance holds any of the B shares of the Terminating Company, be appointed to be an auditor of the, Permanent Company unless the approval of the Minister for Industry and Commerce has previously been obtained to the appointment of such person to that office.
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paragraphs: —(1) It shall be lawful for the Terminating Company to apply under section 11 of the Act of 1936 to the Minister for Industry and Commerce for an assurance licence authorising it to carry on life assurance business and industrial assurance business, and it shall be lawful for the said Minister to grant such application under sub-section (6) of section 12 of the said Act notwithstanding that the Terminating Company does not comply with all the conditions set out in that sub-section.
(2) It shall be lawful for the Permanent Company to apply under section 11 of the Act of 1936 to the Minister for Industry and Commerce for an assurance licence authorising it to carryon life assurance business and industrial assurance business, and it shall be lawful for the said Minister to grant such application under sub-section (6) of section 12 of the said Act notwithstanding that the Permanent Company does not comply with all the conditions set out in that sub-section.
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paragraphs: —(1) Notwithstanding anything contained in the Act of 1936, neither the Terminating Company nor the Permanent Company nor any servant or agent of either of those Companies shall be liable to any proceeding, civil or criminal, or to any fine or other penalty or be otherwise prejudiced by reason of any failure, during the period commencing on the passing of this Act and ending on the 31st day of December, 1939, to collect premiums in respect of policies of industrial assurance or by reason of any failure, during the said period to comply with section 65 or section 75 of the Act of 1936.
(2) The Minister for Industry and Commerce, if he so thinks fit, may by order made before the 1st day of January, 1940, substitute the 31st day of December, 1940, for the 31st day of December, 1939, in the foregoing sub-section of this section, and, if such order is so made, the said foregoing sub-section shall be construed and have effect as if the 31st day of December, 1940, were substituted therein for the 31st day of December, 1939.
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paragraphs: —(1) If an assurance company (in this section referred to as an Adopting Company) which is not a participating Company, the Terminating Company, or the Permanent Company, but which carries on in Ireland the business of life assurance or the business of industrial assurance or both those businesses, enters before the transfer date into an agreement (in this section referred to as a supplemental agreement) with the Terminating Company for the transfer to the Terminating Company of the life assurance business or the industrial assurance business or both those businesses of such Adopting Company so far as such business or businesses is or are carried on in Ireland, the following provisions shall have effect, that is to say:—
(a) such supplemental agreement shall not be of any force or effect unless or until a consenting order is made in respect thereof under the next following paragraph of this sub-section;
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paragraphs: —Part III of the Act of 1936 and the First Schedule to that Act are hereby repealed.
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paragraphs: —This Act shall be deemed to have come into operation on and shall have effect as on and from the 14th day of September, 1938, and accordingly everything done on or after that date and before the passing of this Act which could have been lawfully done under this Act, if this Act had been in force when such thing was done, shall be deemed to have been done under or in pursuance of this Act and shall have validity and effect accordingly.
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paragraphs: —(1) This Act may be cited as the Insurance (Amendment) Act, 1938.
(2) The Insurance Acts, 1909 and 1936, and this Act may be cited together as the Insurance Acts, 1909 to 1938.