Debentures
Companies Act
Provisions as to debentures
Liability of trustees for debenture holders
422. (1) Subject to the provisions of this section, the following provision shall be void, namely, any provision contained—
(a) in a trust deed for securing an issue of debentures, or
(b) in any contract with the holders of debentures secured by a trust deed,
in so far as it would have the effect of exempting a trustee of it from, or indemnifying him or her against, liability for breach of trust where he or she fails to show the degree of care and diligence required of him or her as trustee, having regard to the provisions of the trust deed conferring on him or her any powers, authorities or discretions.
(2) Subsection (1) shall not invalidate—
(a) any release otherwise validly given in respect of anything done or omitted to be done by a trustee before the giving of the release, or
(b) any provision enabling such a release to be given—
(i) on the agreement to the provision of a majority of not less than three-fourths in value of the debenture holders present and voting in person or, where proxies are permitted, by proxy at a meeting summoned for the purpose, and
(ii) either with respect to specific acts or omissions or on the trustee dying or ceasing to act.
(3) Subsection (1) shall not operate—
(a) to invalidate any provision in force on 1 April 1964 so long as any person then entitled to the benefit of that provision or afterwards given the benefit of it under subsection (4), remains a trustee of the deed in question, or
(b) to deprive any person of any exemption or right to be indemnified in respect of anything done or omitted to be done by him or her while any such provision was in force.
(4) While any trustee of a trust deed remains entitled to the benefit of a provision saved by subsection (3), the benefit of that provision may be given either—
(a) to all trustees of the deed present and future, or
(b) to any named trustee or proposed trustees of the deed,
by a resolution passed by a majority of not less than three-fourths in value of the debenture holders present in person or, where proxies are permitted, by proxy at a meeting summoned for the purpose in accordance with the provisions of the deed, or if the deed makes no provision for summoning meetings, a meeting summoned for the purpose in any manner approved by the court.
Perpetual debentures
423. A condition contained in any debentures or in any deed for securing any debentures shall not be invalid by reason only that the debentures are by those means made irredeemable or redeemable only on the happening of a contingency however remote, or on the expiration of a period however long, notwithstanding any rule of law to the contrary.
Power to re-issue redeemed debentures
424. (1) Where a company has redeemed any debentures then—
(a) unless any provision to the contrary, whether express or implied, is contained in the constitution or in any contract entered into by the company, or
(b) unless the company has, by passing a resolution to that effect or by some other act, shown its intention that the debentures shall be cancelled,
the company shall have power to re-issue the debentures either by re-issuing the same debentures or by issuing other debentures in their place.
(2) Subject to section 425 , on a re-issue of redeemed debentures, the person entitled to the debentures shall have the same priorities as if the debentures had never been redeemed.
(3) Where a company has deposited any of its debentures to secure advances from time to time on current account or otherwise, the debentures shall not be deemed to have been redeemed by reason only of the account of the company having ceased to be in debit whilst the debentures have remained so deposited.
Saving of rights of certain mortgagees in case of re-issued debentures
425. Where any debentures which have been redeemed before 1 April 1964 are re-issued on, or subsequently to, that date, the re-issue of the debentures shall not prejudice, and shall be deemed never to have prejudiced, any right or priority which any person would have had under or by virtue of any charge created before that date if section 104 of the Companies (Consolidation) Act 1908 had been enacted in—
(a) the Act of 1963, or
(b) in the case of a re-issue occurring on or after the commencement of this section, this Act,
instead of section 95 of the Act of 1963 or section 424 , as the case may be.
Specific performance of contracts to subscribe for debentures
426. A contract with a company to take up and pay for any debentures of the company may be enforced by an order for specific performance.
CHAPTER 4
Prohibition on Registration of Certain Matters affecting Shareholders or Debentureholders
Registration against company of certain matters prohibited
427. (1) Subject to subsection (3), the Registrar has, in relation to any company, no jurisdiction to accept receipt of, or to register in the register—
(a) an order of any authority (whether judicial or otherwise) affecting a shareholder or debentureholder of the company, or
(b) any notice of the making thereof.
(2) Any jurisdiction of an authority (whether judicial or otherwise) subsisting before the commencement of this section to make an order requiring that there be registered in the register, or that there be received by the Registrar—
(a) an order of that authority affecting a shareholder or debentureholder of a company, or
(b) a notice of the making of an order referred to in paragraph (a),
shall, after that commencement, cease to be exercisable.
(3) Nothing in this section affects the jurisdiction of any authority (whether judicial or otherwise) under Chapter 3 of Part 13 or Chapter 2 of Part 14 .
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.