European Communities (Undertakings For Collective Investment in Transferable Securities) Regulations, 1989
Statutory Instruments
Source: Statutory Instruments

num: 1
paragraphs: Citation and commencement.
num: 2
paragraphs: Interpretation.
PART II
SCOPE
num: 3
paragraphs: Scope.
num: 4
paragraphs: Restriction of Unit Trusts Act, 1972.
num: 5
paragraphs: Prohibition on conversion of UCITS into undertaking not subject to Regulations.
PART III
COMPETENT AUTHORITY
num: 6
paragraphs: Establishment of Central Bank as a competent authority.
num: 7
paragraphs: Liability of Bank.
num: 8
paragraphs: Publication of names of authorized UCITS.
PART IV
AUTHORIZATION OF UCITS
num: 9
paragraphs: Situation of UCITS.
num: 10
paragraphs: Prohibition on UCITS carrying on activities in the State without authorization.
num: 11
paragraphs: Requirements for authorization.
num: 12
paragraphs: Approval of Bank necessary for subsequent changes.
num: 13
paragraphs: Applications for authorization.
num: 14
paragraphs: Refusal of authorization and right of appeal.
num: 15
paragraphs: Right of appeal of UCITS situated in an other Member State.
PART V
UNIT TRUSTS
num: 16
paragraphs: Management company.
num: 17
paragraphs: Prohibition on management company engaging in other activities.
num: 18
paragraphs: Assets of a unit trust.
num: 19
paragraphs: Trustee.
num: 20
paragraphs: Obligations of trustee.
num: 21
paragraphs: Liability of trustee.
num: 22
paragraphs: Prohibition on a single company acting as management company and trustee.
PART VI
INVESTMENT COMPANIES
Chapter 1
Investment Companies with Fixed Capital
num: 23
paragraphs: Application of chapter 1.
num: 24
paragraphs: Share capital.
num: 25
paragraphs: Name.
num: 26
paragraphs: Issue of redeemable preference shares.
num: 27
paragraphs: Restriction of Companies Acts.
Chapter 2
Investment Companies with Variable Capital
num: 28
paragraphs: Application of chapter 2.
num: 29
paragraphs: Share capital.
num: 30
paragraphs: Name.
num: 31
paragraphs: Enabling provision regarding purchase of own shares.
num: 32
paragraphs: Purchase of shares at request of shareholder and treatment of purchased shares.
num: 33
paragraphs: Legal reserve.
num: 34
paragraphs: Restriction of Companies Acts.
Chapter 3
General
num: 35
paragraphs: Modification of Act of 1983.
num: 36
paragraphs: Modification of Act of 1986.
Chapter 4
Trustee
num: 37
paragraphs: Assets of investment companies.
num: 38
paragraphs: Trustee.
num: 39
paragraphs: Obligations of trustee.
num: 40
paragraphs: Exemption from requirement to have trustee.
num: 41
paragraphs: Further exemption.
num: 42
paragraphs: Requirement on Bank to inform EC Commission regarding exemptions.
num: 43
paragraphs: Liability of trustee.
num: 44
paragraphs: Prohibition on a single company acting as management company and trustee.
PART VII
INVESTMENT POLICIES OF UCITS
num: 45
paragraphs: Permitted investments.
num: 46
paragraphs: Limitations on investments.
num: 47
paragraphs: Limit of 10 per cent of assets in other investments.
num: 48
paragraphs: Ancillary liquid assets and investment techniques and instruments.
num: 49
paragraphs: Investments in one issuer's securities.
num: 50
paragraphs: Securities issued or guaranteed by States, local authorities or public international bodies.
num: 51
paragraphs: Investments in other UCITS.
52 Acquisition of securities in a linked unit trust or investment company.
num: 53
paragraphs: Acquisition of shares carrying voting rights.
num: 54
paragraphs: Limits in relation to non-voting shares, debt securities or units of a UCITS.
num: 55
paragraphs: Exemptions from Regulations 53 and 54.
num: 56
paragraphs: Subscription rights.
num: 57
paragraphs: Derogations for recently authorised UCITS.
num: 58
paragraphs: Breaches of limits.
PART VIII
GENERAL PROVISIONS RELATING TO UCITS
num: 59
paragraphs: Obligation on UCITS to redeem or repurchase units.
num: 60
paragraphs: Issue of units.
num: 61
paragraphs: Redemption or repurchase of units.
num: 62
paragraphs: Value of assets.
num: 63
paragraphs: Suspension of repurchase or redemption of units.
num: 64
paragraphs: Creation and cancellation of units of a unit trust.
num: 65
paragraphs: Issue of registered certificates or bearer securities.
num: 66
paragraphs: Replacement of management company and trustee.
num: 67
paragraphs: Remuneration and expenditure.
num: 68
paragraphs: Application of income.
num: 69
paragraphs: Borrowing.
num: 70
paragraphs: Loans or guarantees.
num: 71
paragraphs: Sales of securities.
PART IX
PROSPECTUS, REPORTS AND PUBLICATION OF OTHER INFORMATION
num: 72
paragraphs: Publication of prospectus.
num: 73
paragraphs: Annexation of trust deed or articles to prospectus.
num: 74
paragraphs: Offering of prospectus to investors before contract concluded and transmission of prospectus to Bank.
num: 75
paragraphs: Publication of annual and half-yearly reports.
num: 76
paragraphs: Time limits.
num: 77
paragraphs: Contents of annual report.
num: 78
paragraphs: Contents of half-yearly report.
num: 79
paragraphs: Transmission of reports to Bank.
num: 80
paragraphs: Offering of reports to investors before contract concluded.
num: 81
paragraphs: Availability to public of reports.
num: 82
paragraphs: Supply of reports to unit-holders.
num: 83
paragraphs: Auditing requirements in relation to annual report.
num: 84
paragraphs: Publication of issue and redemption prices.
num: 85
paragraphs: Publicity.
PART X
SPECIAL PROVISIONS APPLICABLE TO UCITS MARKETING IN A MEMBER STATE OTHER THAN THAT IN WHICH IT IS SITUATED
num: 86
paragraphs: Prior requirements.
num: 87
paragraphs: Entitlement to market in the State.
num: 88
paragraphs: Compliance with law, regulations and administrative provisions.
num: 89
paragraphs: Advertising.
num: 90
paragraphs: Provision of facilities in relation to unit-holders.
num: 91
paragraphs: Distribution of documents and other information.
num: 92
paragraphs: Power of Bank to prohibit marketing.
num: 93
paragraphs: Generic names.
PART XI
SPECIAL PROVISION IN RELATION TO THE CENTRAL BANK OF IRELAND
num: 94
paragraphs: Collaboration with competent authorities in other Member States.
num: 95
paragraphs: Professional secrecy.
num: 96
paragraphs: Application of professional secrecy to information exchanged with other competent authorities.
num: 97
paragraphs: Restriction on use of information received from other Member States.
PART XII
INSPECTION AND ENFORCEMENT POWERS OF CENTRAL BANK
num: 98
paragraphs: Compliance with additional requirements imposed by Bank.
num: 99
paragraphs: Keeping of books and records.
num: 100
paragraphs: Furnishing of information to Bank.
num: 101
paragraphs: Application by Bank to High Court.
num: 102
paragraphs: Revocation of authorization.
num: 103
paragraphs: Notice of intention to revoke.
num: 104
paragraphs: Bank's powers of intervention.
num: 105
paragraphs: Review of Bank's decision, etc., by High Court.
PART XIII
OFFENCES
num: 106
paragraphs: Penalties.
PART XIV
TRANSITIONAL PROVISION
num: 107
paragraphs: Existing UCITS.
S.I. No. 78 of 1989.
EUROPEAN COMMUNITIES (UNDERTAKINGS FOR COLLECTIVE INVESTMENT IN TRANSFERABLE SECURITIES) REGULATIONS, 1989
I, RAY BURKE, Minister for Industry and Commerce, in exercise of the powers conferred on me by section 3 of the European Communities Act, 1972 (No. 27 of 1972) and for the purpose of giving effect to Council Directive No. 85/611/EEC of 20 December, 1985(1) as amended by Council Directive No. 88/220/EEC of 22 March, 1988(2) hereby make the following Regulations:
(1) O.J. No. L375/3 of 31/12/85
(2) O.J. No. L100/31 of 19/4/88
PART IPRELIMINARY
1 Citation and commencement.
num: 1
paragraphs: These Regulations may be cited as the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 1989 and shall come into operation on 1 June, 1989.
2 Interpretation
num: 2
paragraphs: (1) In these Regulations:
"articles" in relation to a company has the meaning assigned to it by the Companies Act, 1963 ;
"Companies Acts" means the Companies Act, 1963 , and every enactment which is to be construed with it as one Act;
"competent authority" means the Central Bank of Ireland or, in the case of another Member State, the body or bodies designated by that State to act as a competent authority for the purposes of the Directive;
"the Directive" means the Council Directive of 20 December, 1985 (85/611/EEC) on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) as amended by Council Directive of 22 March, 1988 (88/220/EEC);
"directors" means those persons who, under the Companies Acts or the trust deed or the memoradnum and articles of association, represent the management company, the investment company or the trustee, or who effectively determine the policy of the management company, the investment company or the trustee;
"issue" means the sale of units or shares by a management company or investment company;
"investment company with fixed capital" means a company so referred to in Regulation 3 (3);
"investment company with variable capital" means a company so referred to in Regulation 3 (3);
"Member State" means a Member State of the European Community;
"repurchase" means the purchase of shares by a management company or investment company;
"redemption" means the purchase of units or shares from a holder by a management company or investment company;
"transferable securities" means securities in respect of which the right of transfer is unrestricted;
"trustee" in relation to a UCITS means an institution referred to as a depository in the Directive;
"UCITS" has the meaning assigned to it by Regulation 3 (1);
"umbrella fund" means a UCITS which is divided into a number of sub-funds and in which the shareholders are entitled to exchange rights in one sub-fund for rights in another;
"undertaking for collective investment in transferrable securities" has the meaning assigned to it by Regulation 3 (2);
"unit" includes a share and any other instrument granting an entitlement to share in the investments or relevant income of a collective investment undertaking;
"unit-holder" means, in relation to a collective investment undertaking, any person who by reason of the holding of units in the undertaking or by reason of having invested capital in the undertaking is entitled to any of the investments or relevant income of the undertaking:
"unit trust" means a collective investment undertaking under which the property in question is held on trust for the participants;
"usual time limits" means those time limits which are acceptable market practice in the context of a particular transaction.
(2) In these Regulations, except where the context otherwise requires, words and expressions which are also used in the Directive have the same meaning as in the Directive.
PART IISCOPE
3 Scope.
num: 3
paragraphs: (1) Subject to paragraph (5), these Regulations apply to undertakings for collective investment in transferable securities (hereinafter referred to as UCITS) situated in the State within the meaning of Regulation 9(1).
(2) For the purposes of these Regulations, UCITS shall be undertakings:
—the sole object of which is the collective investment in transferable securities of capital raised from the public and which operate on the principle of risk-spreading.
and
—the units of which are, at the request of holders, repurchased or redeemed, directly or indirectly, out of those undertakings' assets. Action taken by a UCITS to ensure that the stock exchange value of its units does not significantly vary from their net value shall be regarded as equivalent to such repurchase or redemption.
(3) Such undertakings may be constituted as—
( a ) unit trusts or
( b ) investment companies with fixed capital or
( c ) investment companies with variable capital whose articles provide that
(i) the amount of the paid up share capital of the company shall at all times be equal to the net asset value of the company, and
(ii) the shares of the company shall have no par value,
provided however that in the cases of (b) and (c) above the companies must be registered as public limited companies.
(4) These Regulations do not apply to investment companies whose assets are invested through the intermediary of subsidiary companies wholly or mainly otherwise than in transferable securities.
(5) These Regulations do not apply to:
( a ) UCITS of the closed-ended type;
( b ) UCITS which raise capital without promoting the sale of their units to the public within the Community or any part of it;
( c ) UCITS the units of which, under the trust deed or the investment company's articles, may be sold only to the public in non-member countries;
( d ) categories of UCITS specified in Annex C to these Regulations.
4 Restriction of Unit Trusts Act, 1972 .
num: 4
paragraphs: The provisions of the Unit Trusts Act, 1972 , shall not apply to undertakings for collective investment in transferable securities authorized under these Regulations or authorized by a competent authority in another Member State in accordance with Council Directive 85/611/EEC.
5 Prohibition on conversion of UCITS into undertaking not subject to Regulations.
num: 5
paragraphs: A UCITS which is subject to these Regulations shall not convert itself into a collective investment undertaking which would not be subject to these Regulations and any purported conversion shall be null and void.
PART IIICOMPETENT AUTHORITY
6 Establishment of Central Bank as a competent authority.
num: 6
paragraphs: (1) The Central Bank of Ireland, hereinafter referred to as the Bank, is hereby designated as a competent authority to carry out the duties provided for in the Directive and shall have all the powers necessary for that purpose.
(2) The Bank may arrange for the discharge of its functions as a competent authority by any committee, sub-committee, officer or employee of the Bank and nothing in these Regulations shall prevent the Bank from being assisted in, or advised on, the discharge of these functions by any committee, sub-committee, officer or employee of the Bank.
7 Liability of Bank.
num: 7
paragraphs: The authorisation of a UCITS by the Bank shall not constitute a warranty as to the performance of a UCITS and the Bank shall not be liable for the performance or default of a UCITS.
8 Publication of names of authorized UCITS.
num: 8
paragraphs: (1) The Bank shall, within twenty-one days after the date of the authorization of a UCITS, publish a notice to that effect in Iris OifigiÃºil.
(2) The Bank shall publish from time to time, but not less frequently than once a year, in such manner as it thinks fit, the names of all UCITS which have been authorized by it and whose authorization has not been revoked.
PART IVAUTHORIZATION OF UCITS
9 Situation of UCITS.
num: 9
paragraphs: (1) For the purposes of these Regulations, a UCITS shall be deemed to be situated in the State if the investment company or the management company of a unit trust, hereinafter known as the management company, has its head office and its registered office in the State.
(2) A UCITS not situated in the State shall be deemed, for the purposes of these Regulations, to be situated in the Member State in which the investment company or the management company has its registered office.
10 Prohibition on UCITS carrying on activities in the State without authorization.
num: 10
paragraphs: (1) Subject to Regulation 11 and to paragraph (2) of this Regulation, a UCITS shall not carry on activities as such in the State unless it had been authorized under these Regulations by the Bank.
(2) A UCITS which is situated in another Member State and which has received authorization from the competent authorities in that State may market its units in the State provided it is in compliance with the provisions laid down in Part X of these Regulations.
11 Requirements for authorization.
num: 11
paragraphs: (1) A unit trust shall be authorized only if the Bank has approved the management company, the trust deed, choice of trustee and the name. An investment company shall be authorised only if the Bank has approved its memorandum and articles and its choice of depositary, hereinafter known as the trustee.
(2) The Bank shall not authorize a UCITS if the directors of the management company or of the investment company or of the trustee are not of sufficiently good repute or lack the experience required for the performance of their duties. Appointments to the office of director of the management company or of the investment company must be approved by the Bank.
12 Approval of Bank necessary for subsequent changes.
num: 12
paragraphs: Neither the management company nor the trustee may be replaced, nor may the trust deed or the investment company's articles be amended, without the approval of the Bank.
13 Applications for authorization.
num: 13
paragraphs: An application for authorization shall be made in writing by the management company or the investment company and shall contain such information, including additional information, as the Bank may reasonably specify for the purpose of determining the application.
14 Refusal of authorization and right of appeal.
num: 14
paragraphs: (1) Whenever the Bank decides to refuse authorization it must notify the company of its decision and of the reasons therefor. The company may apply to the High Court in accordance with Regulation 105.
(2) The company shall have the same right to apply to the Court as in paragraph (1) if a decision on authorization has not been taken by the Bank within 6 months of the submission of an application for authorization which includes the information, other than additional information, required under these Regulations.
15 Right of appeal of UCITS situated in another Member State.
num: 15
paragraphs: The right of application under Regulation 105 shall apply to an authorized UCITS situated in another Member State in respect of a decision by the Bank to refuse it permission to market its units in the State or to prohibit further marketing in the State.
PART VUNIT TRUSTS
16 Management company.
num: 16
paragraphs: A management company shall be a body corporate that has its registered office and its head office in the State. It must have, in the opinion of the Bank, sufficient financial resources at its disposal to enable it to conduct its business effectively and meet its liabilities.
17 Prohibition on management company engaging in other activities.
num: 17
paragraphs: A management company may not engage in activities other than the management of unit trusts and investment companies and such ancillary activities as would enable it to administer its own assets.
18 Assets of a unit trust.
num: 18
paragraphs: (1) The assets of a unit trust shall be entrusted to a trustee for safe-keeping in accordance with these Regulations.
(2) A trustee's liability as referred to in Regulation 21 shall not be affected by the fact that it has entrusted to a third party some or all of the assets in its safe-keeping.
19 Trustee.
num: 19
paragraphs: (1) A trustee shall either have its registered office in the State or have established a place of business in the State if its registered office is in another Member State.
(2) A trustee shall—
( a ) be a licensed bank as defined by the Central Bank Act, 1971 , with a minimum paid-up share capital of £5 million or its equivalent in foreign currency, or
( b ) be a company which is wholly-owned by such a licensed bank, the liabilities of which are guaranteed by the licensed bank, or
( c ) be a company which has been granted a certificate by the Minister for Finance under section 39B of the Finance Act, 1980 (inserted by section 30 of the Finance Act, 1987 ), and which—
(i) is wholly owned by a credit institution to which the First Council Directive of 12 December, 1977 on the coordination of laws, regulations and administrative provisions relating to the taking up and pursuit of the business of credit institutions* applies provided the liabilities of the trustee are guaranteed by the credit institution and the credit institution has paid-up capital of £5 million or its equivalent in a foreign currency, or
*77/780/EEC O.J. No. L322/30 17/12/1977
(ii) is wholly owned by an institution in a non-Member State which is deemed by the Bank to be the equivalent of such a credit institution, provided the liabilities of the trustee are guaranteed by the parent institution and the parent institution has a paid-up capital of £5 million or its equivalent in a foreign currency or
(iii) is wholly owned by an institution or company either in a Member State or in a non-Member State which is deemed by the Bank to be an institution or company which provides unit-holders with protection equivalent to that provided by a trustee under Regulation 19 (2) (a), (b), (c) (i) and (c) (ii) and provided the liabilities of the company acting as trustee are guaranteed by the parent company or institution and the parent company or institution has a paid-up capital of £5 million or its equivalent in a foreign currency.
(3) A trustee shall satisfy the Bank that it has the appropriate expertise and experience to carry out its functions under these Regulations.
20 Obligations of trustee.
num: 20
paragraphs: The trustee must—
( a ) ensure that the sale, issue, repurchase, redemption and cancellation of units effected on behalf of a unit trust or by a management company are carried out in accordance with these Regulations and the trust deed;
( b ) ensure that the value of units is calculated in accordance with these Regulations and the trust deed;
( c ) carry out the instruction of the management company unless they conflict with these Regulations or the trust deed;
( d ) ensure that in transactions involving a unit trust's assets any consideration is remitted to it within the usual time limits;
( e ) ensure that a unit trust's income is applied in accordance with these Regulations and the trust deed;
( f ) enquire into the conduct of the management company in the management of the unit trust in each annual accounting period and report thereon to the unit holders. The trustee's report shall be delivered to the management company in good time to enable it to include a copy of the report in the Annual Report required under Regulation 75. The Report shall state whether in the trustee's opinion the management has managed the unit trust in that period—
(i) in accordance with the limitations imposed on the investment and borrowing powers of the manager and trustee by the trust deed and these Regulations, and
(ii) otherwise in accordance with the provisions of the trust deed and these Regulations, and
if it has not done so, in what respects in which it has not done so and the steps which the trustee has taken in respect thereof.
21 Liability of trustee.
num: 21
paragraphs: The trustee shall be liable to the management company and the unit-holders for any loss suffered by them as a result of its unjustifiable failure to perform its obligations or its improper performance of them. Liability to unit-holders may be invoked either directly or indirectly through the management company, depending on the legal nature of the relationship between the trustee, the management company and the unit-holders.
22 Prohibition on a single company acting as management company and trustee.
num: 22
paragraphs: No single company shall act as both management company and trustee and in the context of their respective roles the management company and the trustee must act independently and solely in the interest of the unit-holders.
PART VIINVESTMENT COMPANIES
Chapter 1 Investment companies with fixed capital
23 Application of Chapter 1.
num: 23
paragraphs: This chapter applies to an investment company with fixed capital authorized under these Regulations.
24 Share capital.
num: 24
paragraphs: Notwithstanding anything contained in section 5 , 6 or 19 of the Companies (Amendment) Act, 1983 , a company to which this chapter applies must have paid up share capital which, in the opinion of the Bank, will be sufficient to enable it to conduct its business effectively and meet its liabilities.
25 Name.
num: 25
paragraphs: A company to which this chapter applies shall include the words "investment company" or "cuideachta infheistÃ­ochta" on all its deeds, announcements, publications, letters and other documents.
26 Issue of redeemable preference shares.
num: 26
paragraphs: (1) Without prejudice to Section 64 of the Companies Act, 1963 and subject to the provisions of this chapter, a company to which this chapter applies may, if so authorized by its articles, issue redeemable preference shares which are liable at the option of the shareholder to be redeemed, and redeem them accordingly.
(2) The issue and redemption of shares by a company pursuant to paragraph (1) shall be subject to the following conditions—
( a ) no redeemable shares shall be redeemed unless they are fully paid;
( b ) no such shares shall be redeemed except out of profits available for distribution or out of the proceeds of a fresh issue of shares made for the purposes of redemption;
( c ) the premium, if any, payable on redemption must have been provided for out of the profits of the company or out of the company's share premium account before the shares are redeemed.
(3) Shares redeemed under this Regulation shall be treated as cancelled on redemption and the amount of the company's issued share capital shall be reduced by the nominal value of those shares accordingly but no such cancellation shall be taken as reducing the amount of the company's authorised share capital.
(4) Where redeemable shares are—
( a ) redeemed wholly out of profits available for distribution, or
( b ) redeemed wholly or partly out of the proceeds of a fresh issue and the aggregate amount of those proceeds is less than the aggregate nominal value of the shares redeemed ("the aggreable difference") then a sum equal to, in the case of paragraph (a), the nominal amount of the shares redeemed and, in the case of paragraph (b), the aggreable difference shall be transferred to a reserve fund ("the capital redemption reserve fund") and the provisions of the Companies Acts relating to the reduction of the share capital of a company shall, except as provided in this chapter, apply as if the capital redemption reserve fund were paid-up share capital of the company.
(5) Subject to the provisions of this Regulation and of Regulation 59, the redemption of shares may be effected on such terms and in such manner as may be provided by the articles of the company.
27 Restriction of Companies Acts.
num: 27
paragraphs: The following provisions of the Companies Acts shall, insofar as the redemption of shares is made in accordance with these Regulations, not apply to a company to which this chapter applies—
( a ) the Companies Act, 1963 —
Section 60 (giving of financial assistance by a company for the purchase of its shares);
Section 69 (notice to registrar of certain alterations in share capital);
( b ) the Companies Act, 1983—
Sections 23 to 25 (Pre-emption rights).
Chapter 2 Investment Companies with Variable capital
28 Application of Chapter 2.
num: 28
paragraphs: This chapter applies to an investment company with variable capital authorized under these Regulations.
29 Share capital.
num: 29
paragraphs: Notwithstanding anything contained in Section 5, 6 or 19 of the Companies Act, 1983 a company to which this chapter applies must have paid up share capital which, in the opinion of the Bank, will be sufficient to enable it to conduct its business effectively and meet its liabilities.
30 Name.
num: 30
paragraphs: A company to which this section applies shall include the words "Investment Company with Variable Capital" or "cuideachta infheistÃ­ochta le caipiteal athraitheach" on all its deeds, announcements, publications, letters and other documents.
31 Enabling provision regarding purchase of own shares.
num: 31
paragraphs: (1) Subject to the provisions of this chapter, a company may, if so authorized by its articles, repurchase its own shares provided that no such shares shall be repurchased unless they are fully paid.
(2) Subject to the provisions of this chapter, the repurchase of shares may be effected on such terms and in such a manner as may be provided by the articles of the company.
32 Repurchase of shares at request of shareholder and treatment of repurchased shares.
num: 32
paragraphs: (1) Subject to the provisions of this Regulation and of Regulation 59, a company shall, if requested to do so by a shareholder, repurchase such of the shareholder's shares as may be requested by the shareholder.
(2) Shares which have been repurchased under Regulation 31 shall be treated as cancelled and the amount of the company's issued share capital shall be reduced accordingly.
33 Legal reserve.
num: 33
paragraphs: For the avoidance of doubt, nothing in the Companies Acts or in these Regulations shall require a company to which this chapter applies to create a legal reserve.
34 Restriction of Companies Acts.
num: 34
paragraphs: (1) The following provisions of the Companies Acts shall not apply to a company to which this chapter applies—
( a ) Companies Act, 1963 —
Section 60 (giving of financial assistance by a company for the repurchase of its shares);
Section 69 (notice to registrar of certain alterations in share capital);
Section 70 (notice of increase of share capital);
Section 72 (power of company to reduce its share capital).
( b ) Companies (Amendment) Act, 1983 —
Sections 23 to 25 (pre-emption rights);
Section 40 (Maintenance of capital);
Part IV (Restrictions on distribution of profits and assets).
(2) Section 6 (4) (a) of the Companies Act, 1963 , shall have effect in relation to a company to which this chapter applies as if the words "and the division thereof into shares of a fixed amount" were omitted.
Chapter 3General
35 Modification of Act of 1983.
num: 35
paragraphs: Section 41 (1) of the Companies (Amendment) Act, 1983 (restriction on company acquiring its own shares) shall not apply in relation to the redemption or purchase of shares in pursuance of these Regulations.
36 Modification of Act of 1986.
num: 36
paragraphs: The Companies (Amendment) Act, 1986 shall have effect in relation to a company to which Chapter 1 or 2 applies with the following modifications—
( a ) in paragraph (vi) of section 14, the substitution "acquisition or disposal" for "disposal";
( b ) in section 14, the insertion of the following paragraph after paragraph (vi):
(vii) the reasons for the acquisition, lien or charge, as the case may be"; and