Corporate Identity
Companies Act
Way of forming private company limited by shares
17. (1) A company may be formed for any lawful purpose by any person or persons subscribing to a constitution and complying with the requirements of this Part as to registration of a company.
(2) The liability of a member of a company at any time shall be limited to the amount, if any, unpaid on the shares registered in the member’s name at that time.
(3) Subsection (2) is without prejudice to any other liability to which a member may be subject as provided by this Act.
(4) The number of members of a company shall not exceed 149 but, in reckoning that limit, there shall be disregarded any of the following persons.
(5) Those persons are—
(a) a person in the employment of the company who is a member of it;
(b) a person who, having been formerly in the employment of the company, was, while in that employment, and has continued after the termination of the employment to be, a member of it.
(6) Where 2 or more persons hold one or more shares in a company jointly, they shall, for the purposes of this section, be treated as a single member.
(7) Any registration of a person as a member of a company in excess of the limit provided by subsection (4) shall be void.
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Effect of registration
25. (1) On the registration of the constitution of a company, the Registrar shall certify in writing that the company is incorporated and shall issue to the company a certificate of incorporation in respect of it.
(2) From the date of incorporation mentioned in the certificate of incorporation, the subscriber or subscribers to the constitution, together with such other persons as may from time to time become members of the company, shall be a body corporate with the name contained in the constitution, having perpetual succession and a common seal.
(3) The certificate of incorporation issued under subsection (1) shall state that the company is a private company limited by shares.
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Capacity of private company limited by shares
38. (1) Subject to subsection (2), notwithstanding anything contained in its constitution a company shall have, whether acting inside or outside of the State—
(a) full and unlimited capacity to carry on and undertake any business or activity, do any act or enter into any transaction; and
(b) for the purposes of paragraph (a), full rights, powers and privileges.
(2) Nothing in subsection (1) shall relieve a company from any duty or obligation under any enactment or the general law.
(4) A certificate of incorporation issued under subsection (1) shall be conclusive evidence that the requirements of section 21 have been complied with, and that the company is duly registered under this Act.
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Liability of contributory
654. (1) The liability of a contributory shall create a debt accruing due from him or her at the time when his or her liability commenced, but payable at the times when calls are made for enforcing the liability.
(2) An action to recover a debt created by this section shall not be brought after the expiration of 12 years after the date on which the cause of action accrued.
Liability as contributories of past and present members
655. (1) Subject to subsection (2), in the event of a company being wound up, every present and past member shall be liable to contribute to the assets of the company to an amount sufficient for payment of its debts and liabilities, and the costs, charges and expenses of the winding up, and for the adjustment of the rights of the contributories among themselves.
(2) The following qualifications apply in relation to subsection (1):
(a) no contribution shall be required from any member exceeding the amount, if any, unpaid on the shares in respect of which he or she is liable as a present or past member;
(b) a past member shall not be liable to contribute if he or she has ceased to be a member for one year or more before the commencement of the winding up;
(c) a past member shall not be liable to contribute in respect of any debt or liability of the company contracted after he or she ceased to be a member;
(d) a past member shall not be liable to contribute unless it appears to the court that the existing members are unable to satisfy the contributions required to be made by them in pursuance of this Act;
(e) a sum due to any member of the company, in his or her character of a member, by way of dividends, profits or otherwise, shall not be deemed to be a debt of the company, payable to that member in a case of competition between himself or herself and any other creditor not a member of the company, but any such sum may be taken into account for the purpose of the final adjustment of the rights of the contributories among themselves.
Settlement of list of contributories
656. (1) Subject to subsection (3), in the event of a company being wound up, the liquidator shall, as soon as is reasonably practicable, settle a list of contributories.
(2) In a winding up the court shall, for the purpose of the foregoing function of the liquidator or any other relevant purpose of this Part, have the same power as it has under section 173 , in the circumstances generally of a company, to rectify the register of members.
(3) Where it appears to the liquidator that it will not be necessary to make calls on or adjust the rights of contributories, the liquidator may dispense with the settlement of a list of contributories.
(4) In settling the list of contributories, the liquidator shall distinguish between persons who are contributories in their own right and persons who are contributories as being representatives of or liable for the debts of others.
Power to make calls
657. (1) The liquidator may, either before or after he or she has ascertained the sufficiency of the assets of the company, make calls on all or any of the contributories for the time being on the list of contributories to the extent of their liability, for payment of any money which the liquidator considers necessary—
(a) to satisfy the debts and liabilities of the company,
(b) to satisfy the costs, charges and expenses of the winding up, and
(c) for the adjustment of the rights of the contributories among themselves,
and may make a demand for payment of any calls so made.
(2) Without derogating from the power of the liquidator under subsection (1) to make such calls, the court, upon the application of the liquidator made on notice to the contributory or contributories concerned, may, either before or after it has ascertained the sufficiency of the assets of the company, exercise the following power in relation to calls.
(3) That power is to make calls on all or any of the contributories for the time being on the list of contributories to the extent of their liability, for payment of any money which the court considers necessary—
(a) to satisfy the debts and liabilities of the company,
(b) to satisfy the costs, charges and expenses of the winding up, and
(c) for the adjustment of the rights of the contributories among themselves,
and may make an order for payment of any calls so made.
(4) In making a call under this section, the court or liquidator may take into consideration that some of the contributories may partly or wholly fail to pay the call.
The text in italics on this page is sourced from the Irish Statute Book and is re-published under the Licence for Re-Use of Public Sector Information made pursuant to Directive 2003/98/EC Directive 2013/37/EU of the European Parliament and of the Council on the re-use of public sector information transposed into Irish law by the European Communities (Re-Use of Public Sector Information) Regulations 2005 to 2015.