Enforcement Authority
Companies Act
Power of Director to require company to produce books or documents
778. Subject to section 779 , the Director may give a direction to any company requiring it, at such time and place, and in such manner, as may be specified in the direction, to produce such books or documents as are specified in the direction.
When Director may exercise power to require company to produce books or documents
779. The Director may give the direction described in section 778 to a company if the Director considers that there are circumstances suggesting that—
(a) it is necessary to examine the books or documents of the company with a view to determining whether an inspector should be appointed to investigate the company under this Act;
(b) the affairs of the company are being or have been conducted with intent to defraud—
(i) its creditors;
(ii) the creditors of any other person; or
(iii) its members;
(c) the affairs of the company are being or have been conducted for a fraudulent or unlawful purpose other than described in paragraph (b);
(d) the affairs of the company are being or have been conducted in an unlawful manner;
(e) the affairs of the company are being or have been conducted in a manner that is unfairly prejudicial to some part of its members;
(f) the affairs of the company are being or have been conducted in a manner that is unfairly prejudicial to some or all of its creditors;
(g) any actual or proposed act or omission or series of acts or omissions of the company or on behalf of the company have been, are or would be unfairly prejudicial to some part of its members;
(h) any actual or proposed act or omission of the company (including an act or omission on its behalf) was, is or would be unfairly prejudicial to some or all of its creditors;
(i) any actual or proposed act or omission or series of acts or omissions of the company or on behalf of the company by an officer of the company acting in his or her capacity as such officer have been, are or are likely to be unlawful;
(j) the company was formed for any fraudulent or unlawful purpose; or
(k) the company may be in possession of books or documents containing information relating to the books or documents of a body that comes within the terms of one or more of paragraphs (a) to (j).
Power of Director to require third party to produce books or documents
780. (1) Where, by virtue of sections 778 and 779 , the Director has power to require the production of any books or documents from any company, the Director shall have power to require the production of
(a) those books or documents from any person who appears to the Director to be in possession of them;
(b) copies of any books or documents of the company from any person who appears to the Director to be in possession of them; and
(c) subject to section 782 , other books or documents (whether the originals of them or otherwise) which may relate to any books or documents of the company from any person who appears to the Director to be in possession of such other books or documents.
(2) Any requirement under subsection (1) shall be made by the giving by the Director of a direction to the person of whom the requirement is being made that specifies—
(a) the books or documents to be produced by the person; and
(b) the time and place at which, and the manner in which, they are to be produced.
(3) The production by a person of a book or document under this section is without prejudice to any lien that that person may claim over the book or document.
Saving in relation to section 780 , etc. and corresponding amendments effected to Act of 1990 by Companies (Amendment) Act 2009
781. (1) In this section the “original amendments” means the amendments of section 19 of the Act of 1990 made by section 4 (1) of the Companies (Amendment) Act 2009 .
(2) Nothing in either—
(a) the original amendments, or
(b) section 780 or of any other section of this Chapter that makes similar provision to that made by those amendments,
shall be read to mean that, but for the effecting of those amendments or the making of such similar provision by any of those sections, a direction given by the Director, before the passing of the Companies (Amendment) Act 2009 , under section 19(3) of the Act of 1990, was limited in any way as to its effect or extent of operation or that books or documents produced on foot of it to the Director were not lawfully produced to him.
Restriction on power of Director to require third party to produce certain books or documents
782. (1) The Director shall not exercise the power under section 780 (1)(c) to require a person (in this section and section 783 referred to as the “third party”) to produce books or documents that may relate to any books or documents of a company unless—
(a) the Director is of the opinion that there are reasonable grounds for believing that the books or documents required to be produced and the books or documents of the company are related to one another; and
(b) subject to subsection (4), the Director has first taken the steps set out in subsection (2).
(2) The steps referred to in subsection (1)(b) are the following:
(a) the Director shall notify the third party stating—
(i) that the Director proposes to require the third party to produce books or documents that may relate to books or documents of the company;
(ii) the grounds for the Director’s opinion referred to in subsection (1)(a); and
(iii) that the third party may make submissions to the Director within 21 days after the date of the notification as to why the third party believes the opinion of the Director is erroneous; and
(b) the Director shall have regard to those submissions before finally deciding whether to require the books or documents in question.
(3) In subsection (1)(a), the grounds for the opinion of the Director may include—
(a) grounds related to the relationship between the company and the person required to produce the books or documents;
(b) a common origin of the books or documents; or
(c) other similar considerations.
(4) The Director is not required to take the steps set out in subsection (2) if—
(a) the Director considers that compliance with those steps could result in the concealment, falsification, destruction or disposal of the books or documents concerned; or
(b) the books or documents concerned are merely the originals of any books or documents, copies of which have previously been produced to the Director in compliance with an earlier requirement made in exercise of the power under section 780 (1)(c).
(5) The third party shall not be obliged to comply with a requirement to produce documents in relation to a particular book or document if the third party would be entitled, by virtue of any law or enactment, to refuse to produce the book or document in any proceedings on the ground of any privilege (whether the privilege to which section 795 applies or not).
Court may order third party to comply with requirement to produce books or documents
783. (1) This section applies if a third party—
(a) has failed to—
(i) comply with a requirement of the Director under section 780 (1)(c) requiring the third party to produce books or documents, or
(ii) provide an explanation, make a statement or give assistance as required by section 784 ,
and
(b) has, in either case, failed to remedy the default within 14 days after the date of service by the Director on the third party of a notice requiring the third party to remedy the default.
(2) In any case to which this section applies, the court, on the application of the Director, and having given the third party an opportunity to be heard, may order the third party to remedy the default within such time as the court specifies.
(3) In making an order under subsection (2), the court may order the third party to pay all costs of and incidental to the application.
(4) Nothing in this section shall be taken to prejudice the operation of section 785 (1) and (2).
Powers ancillary to power to require production of books or documents
784. The power to require a company or other person to produce books or documents under section 778 or 780 shall also include the following powers:
(a) if the books or documents are produced, the power to take copies of or extracts from them;
(b) if the books or documents are produced, the power to require the following persons to provide, as far as they are reasonably able to do so, an explanation of any of the books or documents, including an explanation of any apparent omissions from them or of any omission of any book or document—
(i) the person producing the books or documents;
(ii) a present or past officer of the company in question; or
(iii) a person who was or is employed by the company in question, including a person employed in a professional, consultancy or similar capacity;
(c) if the books or documents are not produced, the power to require the person who was required to produce them to state, to the best of that person’s knowledge and belief, where they are; and
(d) the power to require the company or any of the persons specified in paragraph (b) to give all assistance to the Director as the company or the person is reasonably able to give in connection with an examination of the books or documents in question.
Offences in relation to requirement to produce books or documents
785. (1) Subject to subsection (2), a person who fails to comply with a requirement under section 778 , 780 or 784 to produce books or documents or to provide an explanation or to make a statement shall be guilty of a category 2 offence.
(2) In any proceedings against a person in respect of an offence under subsection (1) consisting of a failure to comply with a requirement to produce books or documents, it shall be a defence to prove both that—
(a) the books or documents were not in that person’s possession or under that person’s control, and
(b) it was not reasonably practicable for that person to comply with the requirement.
(3) A person who provides an explanation or makes a statement required under section 783 that is false or misleading in a material respect knowing it to be so false or misleading shall be guilty of a category 2 offence.
(4) Notwithstanding section 286 , a person who with notice of a direction given under section 778 or 780 destroys, mutilates, falsifies or conceals any document that is the subject of the direction shall be guilty of a category 2 offence.
(5) A statement made or an explanation provided by an individual in compliance with a requirement under section 784 may be used against that person in any proceedings except proceedings for the prosecution of that person (other than for an offence under subsection (1) or (3)).
Expenses relating to examination of books or documents
786. (1) On the application of the Director, the court may direct that a company that is the subject of a direction given under section 778 shall be liable to repay the Director so much of the expenses of and incidental to the examination of books or documents produced as the court directs.
(2) Without prejudice to subsection (1) but subject to subsection (4), where a court enters a conviction or makes an order in a case set out in subsection (3), the court may, in the same proceedings, order the person concerned to repay the Director so much of the expenses of and incidental to an examination following a direction given under section 778 as the court directs.
(3) The cases referred to in subsection (2) are where the court—
(a) convicts the person on indictment of an offence on a prosecution instituted as a result of the direction;
(b) orders the person to pay damages or restore any property in proceedings brought as a result of the direction; or
(c) awards damages to or orders the restoration of property to the person in proceedings brought as a result of the direction.
(4) Where a court makes an order for payment of expenses under subsection (2) against a person to whom subsection (3)(c) relates—
(a) the court shall not order payment of expenses that are more than one-tenth of the amount of the damages awarded or of the value of the property restored, as the case may be, and
(b) the order shall not be executed until the person concerned has received the damages or the property has been restored.
Entry and search of premises
787. (1) A judge of the District Court may issue a search warrant under this section if satisfied by information on oath laid by a designated officer that there are reasonable grounds for suspecting that any material information is to be found on any premises (including a dwelling).
(2) A search warrant issued under this section shall be expressed and operate to authorise a named designated officer (the “officer”), accompanied by such other persons as the officer thinks necessary, at any time or times within the period of validity of the warrant, on production of the warrant if so requested, to—
(a) enter the named premises, if necessary by force;
(b) search the premises;
(c) require any person found on the premises to—
(i) give to the officer his or her name, home address and occupation; and
(ii) produce to the officer any material information that is in the custody or possession of that person;
(d) seize and retain any material information found on the premises or in the custody or possession of any person found on the premises; and
(e) take any other steps that appear to the officer to be necessary for preserving or preventing interference with material information.
(3) Without prejudice to subsection (4), where—
(a) the officer finds anything at, or in the custody or possession of any person found on, the premises named in the warrant that the officer has reasonable grounds for believing may be or may contain material information, and
(b) it is not reasonably practicable for a determination to be made on the premises—
(i) whether what he or she has found is something that he or she is entitled to seize under the warrant (whether as mentioned in subsection (2)(d) or (4)), or
(ii) the extent to which what he or she has found contains something that he or she is entitled to seize under the warrant in either of those cases,
the officer’s powers of seizure under the warrant shall include power to seize so much of what he or she has found as it is necessary to remove from the premises to enable that to be determined (referred to subsequently in this section as an “extended power of seizure”).
(4) Where—
(a) the officer finds anything at, or in the custody or possession of any person found on, the premises named in the warrant being a book, document or other thing constituting material information (referred to subsequently in this section as “seizable information”) which he or she would be entitled to seize but for its being comprised in something else that he or she has (apart from this subsection) no power to seize, and
(b) it is not reasonably practicable for the seizable information to be separated, on those premises, from that in which it is comprised,
the officer’s powers of seizure shall include power to seize both the seizable information and that from which it is not reasonably practicable to separate it (also referred to subsequently in this section as an “extended power of seizure”).
(5) Where, for the purposes of subsection (3) or (4), an issue arises as to either of the following matters, namely:
(a) whether or not it is reasonably practicable on particular premises for something to be determined; or
(b) whether or not it is reasonably practicable on particular premises for something to be separated from something else,
the issue shall be decided by reference solely to the following matters:
(i) how long it would take to carry out the determination or separation on those premises;
(ii) the number of persons that would be required to carry out that determination or separation on those premises within a reasonable period;
(iii) whether the determination or separation would (or would if carried out on those premises) involve damage to property;
(iv) the apparatus or equipment that it would be necessary or appropriate to use for the carrying out of the determination or separation;
(v) the costs of carrying out the determination or separation on those premises as against the costs of carrying out the determination or separation in another place (being a place in which the Director can show it would be appropriate to do the thing concerned and in which the Director intends to arrange, or does arrange, for the thing to be done); and
(vi) in the case of separation, whether the separation—
(I) would be likely, or
(II) if carried out by the only means that are reasonably practicable on those premises, would be likely,
to prejudice the use of some or all of the separated seizable information for a purpose for which something seized under the warrant is capable of being used.
(6) Section 788 supplements subsections (3) to (5) and, in particular, as regards the making of arrangements for the storage of, and access to, things seized by virtue of an exercise of the extended power of seizure and for the maintenance of confidentiality as regards any confidential matter comprised in such a thing so seized.
(7) The officer may—
(a) operate any computer at the place that is being searched or cause any such computer to be operated by a person accompanying the officer; and
(b) require any person at that place who appears to the officer to be in a position to facilitate access to the information held in any such computer or that can be accessed by the use of that computer—
(i) to give to the officer any password necessary to operate it;
(ii) otherwise to enable the officer to examine the information accessible by the computer in a form in which the information is visible and legible; and
(iii) to produce the information in a form in which it can be removed and in which it is, or can be made, visible and legible.
(8) The power to issue a warrant under this section is in addition to and not in substitution for any other power to issue a warrant for the search of any place or person.
(9) The period of validity of a warrant shall be 30 days after the date of its issue but that period of validity may be extended in accordance with subsections (10) and (11).
(10) The officer may, during the period of validity of a warrant (including such period as previously extended under subsection (11)), apply to a judge of the District Court for an order extending the period of validity of the warrant and such an application shall be grounded upon information on oath laid by the officer stating, by reference to the purpose or purposes for which the warrant was issued, the reasons why he or she considers the extension to be necessary.
(11) If the judge of the District Court is satisfied that there are reasonable grounds for believing, having regard to that information so laid, that further time is needed so that the purpose or purposes for which the warrant was issued can be fulfilled, the judge may make an order extending the period of validity of the warrant by such period as, in the opinion of the judge, is appropriate and just; where such an order is made, the judge shall cause the warrant to be suitably endorsed to indicate its extended period of validity.
(12) Nothing in the preceding subsections prevents a judge of the District Court from issuing, on foot of a fresh application made under subsection (1), a further search warrant under this section in relation to the same premises.
(13) In this section—
“computer” includes a personal organiser or any other electronic means of information storage or retrieval;
“computer at the place that is being searched” includes any other computer, whether at the place being searched or at any other place, that is lawfully accessible by means of that computer;
“designated officer” means the Director or a duly authorised officer of the Director;
“material information” means—
(a) any books or documents production of which has been required under—
(i) any of the provisions applied by section 765 , namely sections 750 and 752 to 759 ; or
(ii) any of sections 767 and 778 to 780 ;
and which have not been produced in compliance with that requirement; or
(b) any books, documents or other things (including a computer) which the designated officer has reasonable grounds for believing may provide evidence of or be related to the commission of an offence under this Act.
(14) Notwithstanding the repeal of section 68 (2) of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 , the saving in that provision concerning section 20(3) of the Act of 1990 is not affected.
Supplemental provisions in relation to section 787(3) to (5)
788. (1) In this section—
“extended power of seizure” shall be read in accordance with section 787 (3) or (4), as appropriate;
“material information” has the same meaning as it has in section 787 ;
“officer” means the officer named as mentioned in section 787 (2) in the warrant concerned;
“seizable information” shall be read in accordance with section 787 (4).
(2) Save where the officer is of opinion that compliance with this subsection could result in the concealment, falsification, destruction or the disposal otherwise of material information, an extended power of seizure shall not be exercised unless the officer has first made the following arrangements in relation to the thing or things, the subject of the proposed exercise of that power, namely reasonable arrangements:
(a) providing for the appropriate storage of that thing or those things;
(b) allowing reasonable access, from time to time, to that thing or those things by the owner, lawful custodian or possessor thereof (including, in the case of documents or information in non-legible form, by the making of copies or the transmission of matter by electronic means); and
(c) providing for confidentiality to be maintained as regards any confidential matter comprised in that thing or those things;
being arrangements to apply pending the making of the foregoing determination or the carrying out of the foregoing separation and the consequent return of anything to the owner, lawful custodian or possessor that is not material information.
(3) In deciding what the terms of those arrangements shall be, the officer shall have regard to any representations reasonably made on the matter by the owner, lawful custodian or possessor of the thing or things and endeavour, where practicable, to secure the agreement of that person to those terms.
(4) Where—
(a) by reason of the officer being of the opinion referred to in subsection (2), the arrangements referred to in paragraphs (a) to (c) of that subsection are not made in relation to the thing or things the subject of the proposed exercise of the extended power of seizure, or
(b) circumstances arise subsequent to the exercise of the extended power of seizure that make it appropriate to vary the arrangements made under that subsection,
the officer shall, as the case may be—
(i) make, as soon as practicable after the exercise of that power of seizure, the arrangements referred to in subsection (2)(a) to (c) in relation to the thing or things concerned, or
(ii) vary the arrangements made under that subsection in a manner he or she considers appropriate.
(5) In deciding what shall be the terms of those arrangements or that variation, the officer shall have regard to any representations on the matter reasonably made by the owner, lawful custodian or possessor of the thing or things concerned and endeavour, where practicable, to secure the agreement of that person to those terms.
(6) Where an extended power of seizure is exercised, it shall be the duty of the officer—
(a) to carry out the determination or separation concerned as soon as practicable, and, in any event, subject to subsection (7), within the prescribed period, after the date of its exercise, and
(b) as respects (as the case may be)—
(i) anything seized in exercise of the power found not to be material information, or
(ii) anything separated from another thing in the exercise of the power that is not material information,
to return, as soon as practicable, and, in any event, subject to subsection (7), within the prescribed period, after the date of that finding or separation, the thing to its owner or the person appearing to the officer to be lawfully entitled to the custody or possession of it.
(7) On application to the court by the Director or any person affected by the exercise of an extended power of seizure, the court may, if it thinks fit and having had regard, in particular, to any submissions made on behalf of the Director with regard to the progress of any investigation being carried on by the Director for the purpose of which the powers under this section had been exercised, give one or more of the following:
(a) a direction that the doing of an act referred to in subsection (6)(a) or (b) shall be done within such lesser or greater period of time than that specified in that provision as the court determines;
(b) a direction with respect to the making, variation or operation of arrangements referred to in subsection (2)(a) to (c) in relation to a thing concerned or a direction that such arrangements as the court provides for in the direction shall have effect in place of any such arrangements that have been or were proposed to be made;
(c) a direction of any other kind that the court considers it just to give for the purpose of further securing the rights of any person affected by the exercise of an extended power of seizure, including, if the exceptional circumstances of the case warrant doing so, a direction that a thing seized be returned to its owner or the person appearing to the court to be lawfully entitled to the custody or possession of it, notwithstanding that the determination or separation concerned has not occurred.
(8) Any such direction may—
(a) relate to some or all of the things the subject of the exercise of the extended power of seizure,
(b) be expressed to operate subject to such terms and conditions as the court specifies, including, in the case of a direction under subsection (7)(c), a condition that an officer of the Director be permitted, during a specified subsequent period, to re-take and retain possession of the thing returned for the purpose of carrying out the determination or separation concerned (and, retain after the expiry of that period, that which is found to be material information or is material information).
(9) An application under subsection (7) shall be by motion and may, if the court directs, be heard otherwise than in public.
(10) In subsection (6) “prescribed period” means—
(a) in the case of paragraph (a) of it—
(i) unless subparagraph (ii) applies, 3 months, or
(ii) such other period as the Minister prescribes in consequence of a review that may, from time to time, be carried out by or on behalf of the Minister of the operation and implementation of section 787 (3) to (5) and this section,
(b) in the case of paragraph (b) of it—
(i) unless subparagraph (ii) applies, 7 days, or
(ii) such other period as the Minister prescribes in consequence of such a review that may, from time to time, be carried out by or on behalf of the Minister,
but no regulations made to prescribe such a period shall be read as operating to affect any direction given by the court under subsection (7)(a) in force on the commencement of those regulations.
(11) The Minister may make regulations providing for such supplementary, consequential and incidental matters to or in respect of section 787 (3) to (5) and subsections (2) to (6) of this section as he or she considers necessary or expedient.
Offences in relation to entry and search of premises and provisions catering for certain contingencies concerning designated officers
789. (1) A person shall be guilty of a category 2 offence if that person—
(a) obstructs the exercise of a right of entry or search conferred by a search warrant issued under section 787 ;
(b) obstructs the exercise of a right conferred by a search warrant issued under section 787 to seize and retain material information (as defined in section 787 (13));
(c) fails to comply with a requirement under section 787 (2)(c) or gives a name, address or occupation that is false or misleading; or
(d) fails to comply with a requirement under section 787 (7)(b).
(2) If, at any time after a search warrant has been issued under section 787 —
(a) the designated officer named therein (including any designated officer who is named therein by reason of any prior application under this subsection)—
(i) has ceased to be an officer of the Director (by reason of death, retirement, resignation, dismissal, reassignment or any other cause), or
(ii) is otherwise unable to perform his or her functions (by reason of absence from duty, illness, incapacity or any other cause),
or
(b) the Director has reasonable grounds for apprehending that any of the circumstances referred to in paragraph (a) is likely to arise,
then another designated officer may apply to a judge of the District Court for an order under subsection (3).
(3) On the hearing of an application under subsection (2) the judge of the District Court may, if—
(a) the judge is satisfied that it is appropriate to do so, and
(b) the date to be specified under paragraph (ii) will fall during the period of validity of the warrant (including, if that is the case, such period as extended under section 787 (11)),
make an order directing that the search warrant be endorsed so as to—
(i) substitute the name of another designated officer (the “new officer”) for the name of the designated officer who was expressed to have been authorised under the search warrant immediately prior to the making of the order (the “previous officer”), and
(ii) specify the time and date from which that substitution is to take effect.
(4) Where an order under subsection (3) is made then, with effect from the time on the date endorsed pursuant to paragraph (ii) of that subsection—
(a) the search warrant shall continue in full force and effect, but shall operate to authorise the new officer to execute the warrant as fully as if he or she had been the designated officer named in the warrant when it was first issued,
(b) the search warrant shall no longer operate to authorise the previous officer to execute the warrant (but without prejudice to the validity of anything done previously thereunder by that officer), and
(c) the order shall operate to—
(i) relieve the previous officer from any duties to which he or she had been subject under section 788 (4), (5) or (6) (but without prejudice to the validity of anything done previously thereunder by that officer), and
(ii) impose upon the new officer any duties under section 788 (4), (5) or (6) that have not yet been fully discharged.
(5) If—
(a) the period of validity of a search warrant issued under section 787 (including, if that is the case, such period as extended under section 787 (11)) has expired, and
(b) either of the conditions specified in subsection (2)(a) or (b) is satisfied,
then a designated officer may apply to a judge of the District Court for an order providing for each of the matters referred to in subsections (3) and (4), other than those relating to the conferral or removal of the power of execution, and, on the making of such an application, the judge of the District Court may make such an order accordingly and subsections (3) and (4) shall apply for that purpose with any necessary modifications.
(6) For the purpose of subsection (5), subsection (2)(a) shall apply as if for “(including any designated officer who is named therein by reason of any prior application under this subsection)” there were substituted “(including any designated officer who is named therein by reason of any prior application under this subsection or subsection (5))”.
(7) An application under subsection (2) or (5) may, if a judge of the District Court directs, be heard otherwise than in public.
Restriction on disclosure of information, books or documents
790. (1) No information, book or document relating to a company that has been obtained under any of sections 778 to 780 , 783 or 787 shall be published or disclosed unless—
(a) the company consents to the publication or disclosure,
(b) the publication or disclosure is, in the opinion of the Director, required under any of section 791 (a) to (n), or
(c) the publication or disclosure is made to a competent authority specified in section 792 .
(2) A person who publishes or discloses any information, book or document in contravention of subsection (1) shall be guilty of a category 2 offence.
Information, books or documents may be disclosed for certain purposes
791. Any information, book or document relating to a company (the “company”) that has been obtained under any of sections 778 to 780 , 783 or 787 may be published or disclosed without the consent of the company if, in the opinion of the Director, publication or disclosure is required—
(a) with a view to the investigation or prosecution of any offence under—
(i) this Act;
(ii) the Central Bank Acts 1942 to 2010;
(iii) the Exchange Control Acts 1954 to 1990;
(iv) the Insurance Acts 1909 to 2000;
(v) the Taxes Consolidation Act 1997 or an offence under an enactment referred to in section 1078(1) of that Act; or
(vi) regulations relating to insurance made under the European Communities Act 1972 ;
(b) with a view to the investigation or prosecution of any offence entailing misconduct in connection with the management of the company’s affairs or the misapplication or wrongful retainer of its property;
(c) for the purpose of—
(i) assessing the liability of a person in respect of a tax or duty or other payment owed or payable to—
(I) the State;
(II) a local authority and, where the context so requires, a joint body (within the meaning of the Local Government Act 2001 ); or
(III) the Health Services Executive;
or
(ii) collecting an amount due in respect of such tax or duty or other payment;
(d) for the purpose of the performance by a tribunal (to which the Tribunals of Inquiry (Evidence) Acts 1921 to 2004 apply) of any of its functions;
(e) for the purpose of the performance by a commission established under the Commissions of Investigation Act 2004 of any of its functions;
(f) for the purpose of assisting or facilitating the performance by any Minister of the Government of any of his or her functions;
(g) for the purpose of assisting or facilitating the performance by any accountancy or other professional organisation of its disciplinary functions with respect to any of its members;
(h) for the purpose of the performance by the Irish Takeover Panel or any authorised market operator established in the State of any of its functions in relation to the company or any other person who, in its opinion, is connected with the company;
(i) for the purpose of the performance by the Competition Authority of any of its functions;
(j) for the purpose of the performance by a committee (being a committee within the meaning of the Committees of the Houses of the Oireachtas (Compellability, Privileges and Immunities of Witnesses) Act 1997 as amended, to which sections 3 to 14 and 16 of that Act apply) of any of its functions;
(k) for the purpose of complying with the requirements of procedural fairness, to be made to—
(i) any company in relation to which an inspector has been appointed under section 763 or 764 ;
(ii) any person required by the Director to give any information under section 767 ;
(iii) any company to which the Director has given a direction under section 778 ; or
(iv) any person named in a report or other document prepared by the Director, in the ordinary course of administration, in consequence of the exercise of powers under section 767 or 778 ;
(l) for the purpose of complying with any requirement, or exercising any power, imposed or conferred by this Part with respect to reports made by inspectors who have been appointed, under this Part or that section, by the court or by the Director;
(m) with a view to the institution by the Director of proceedings for the winding up under this Act of the company or otherwise for the purposes of proceedings instituted by him or her for that purpose; or
(n) for the purpose of proceedings under section 787 or 842 .
Information, books or documents may be disclosed to competent authority
792. (1) Any information, book or document relating to a company that has been obtained under any of sections 778 to 780 , 783 or 787 may be disclosed to a competent authority without the consent of the company.
(2) For the purposes of subsection (1), a competent authority includes—
(a) the Minister;
(b) a person authorised by the Minister;
(c) an inspector appointed under this Act;
(d) the Registrar;
(e) the Minister for Finance;
(f) an officer authorised by the Minister for Finance;
(g) the Revenue Commissioners;
(h) the Supervisory Authority;
(i) any court of competent jurisdiction;
(j) a supervisory authority within the meaning of regulations relating to insurance made under the European Communities Act 1972 ;
(k) the Central Bank; or
(l) any authority established outside the State in which there are vested—
(i) functions of investigating or prosecuting an offence similar to an offence referred to in section 791 (a) or (b);
(ii) functions of assessing the liability of a person in respect of a tax or duty or other payment owed or payable to the state in which it is established or any other authority established in that state;
(iii) functions of collecting an amount due in respect of a tax or duty or other payment referred to in subparagraph (ii); or
(iv) functions that are similar to the functions referred to in any of section 791 (d) to (h).
Offence of falsifying, concealing, destroying or otherwise disposing of document or record
793. (1) A person shall be guilty of a category 2 offence who—
(a) knows or suspects that—
(i) an investigation by the Director into an offence under this Act is being or is likely to be carried out; and
(ii) a document or record is or would be relevant to the investigation;
and
(b) either—
(i) falsifies, conceals, destroys or otherwise disposes of that document or record; or
(ii) causes or permits the falsification, concealment, destruction or other disposal of that document or record.
(2) Subject to subsection (3), where a person falsifies, conceals, destroys or otherwise disposes of a document or record, or causes or permits its falsification, concealment, destruction or other disposal, in such circumstances that it is reasonable to conclude that the person knew or suspected that—
(a) an investigation by the Director into an offence under this Act was being or was likely to be carried out; and
(b) a document or record was or would be relevant to the investigation;
that person shall be taken for the purposes of this section to have so known or suspected.
(3) Subsection (2) does not apply if the court or the jury, as the case may be, is satisfied, having regard to all the evidence, that there is reasonable doubt as to whether the person so knew or suspected.
Production and inspection of books or documents when offence suspected
794. (1) This section applies if, on an application to the District Court by a person specified in subsection (3), there is shown to be reasonable cause to believe that—
(a) a person has, while an officer of a company, committed an offence in connection with the management of the company’s affairs; and
(b) evidence of the commission of the offence is to be found in—
(i) any books or documents of or under the control of the company; or
(ii) any documents of a person carrying on the business of banking in so far as they relate to the company’s affairs.
(2) In any case to which this section applies, the District Court may make an order—
(a) authorising any person named in the order to inspect the books or documents referred to in subsection (1)(b)(i) or (ii), as the case may be, or any of them for the purpose of investigating and obtaining evidence of the offence; or
(b) in the case of books or documents referred to in subsection (1)(b)(i), requiring the secretary of the company or any other officer of the company who is named in the order to produce the books or documents or any of them to a person named in the order at the place named in the order.
(3) The District Court may make the order only on the application of—
(a) the Director of Public Prosecutions;
(b) the Director; or
(c) a Superintendent of the Garda Síochána.
Saving for privileged information
795. (1) In this section—
“computer” has the same meaning as it has in section 787 ;
“customer”, in relation to a person carrying on the business of banking, includes a person who has in the past availed himself or herself of one or more of the services of the person, as defined in section 149 (12) of the Consumer Credit Act 1995 ;
“information” means information contained in a document, a computer or otherwise; “privileged legal material” means information which, in the opinion of the court, a person is entitled to refuse to produce on the grounds of legal professional privilege.
(2) Subject to subsection (3), nothing in this Part shall compel the disclosure by any person of privileged legal material or authorise the taking of privileged legal material.
(3) The disclosure of information may be compelled, or possession of it taken, pursuant to the powers in this Part, notwithstanding that it is apprehended that the information is privileged legal material provided the compelling of its disclosure or the taking of its possession is done by means whereby the confidentiality of the information can be maintained (as against the person compelling such disclosure or taking such possession) pending the determination by the court of the issue as to whether the information is privileged legal material.
(4) Without prejudice to subsection (5), where, in the circumstances referred to in subsection (3), information has been disclosed or taken possession of pursuant to the powers in this Part, the person—
(a) to whom such information has been so disclosed, or
(b) who has taken possession of it,
shall (unless the person has, within the period subsequently mentioned in this subsection, been served with notice of an application under subsection (5) in relation to the matter concerned) apply to the court for a determination as to whether the information is privileged legal material and an application under this subsection shall be made within 7 days after the date of disclosure or the taking of possession.
(5) A person who, in the circumstances referred to in subsection (3), is compelled to disclose information, or from whose possession information is taken, pursuant to the powers in this Part, may apply to the court for a determination as to whether the information is privileged legal material.
(6) Pending the making of a final determination of an application under subsection (4) or (5), the court may give such interim or interlocutory directions as the court considers appropriate including, without prejudice to the generality of the foregoing, directions as to—
(a) the preservation of the information, in whole or in part, in a safe and secure place in any manner specified by the court,
(b) the appointment of a person with suitable legal qualifications possessing the level of experience, and the independence from any interest falling to be determined between the parties concerned, that the court considers to be appropriate for the purpose of—
(i) examining the information, and
(ii) preparing a report for the court with a view to assisting or facilitating the court in the making by the court of its determination as to whether the information is privileged legal material.
(7) An application under subsection (4), (5) or (6) shall be by motion and may, if the court directs, be heard otherwise than in public.
(8) The Director shall not, under any of sections 778 to 780 , require the production, by a person carrying on the business of banking, of a book or document relating to the affairs of a customer, or relating to the affairs of any other person, unless either—
(a) the Director considers it necessary to do so for the purposes of investigating the affairs of the person carrying on the business of banking, or
(b) the customer or other person is a person on whom a requirement has been imposed by virtue of that section.
(9) The publication, in pursuance of any provision of this Chapter, of any report, information, book or document shall be privileged.
Assistance to company law authority
796. (1) The Director may exercise the powers conferred on him or her by this Part for the purpose of assisting a company law authority if—
(a) the Director has received a request from that company law authority for assistance in connection with inquiries being carried out by it or on its behalf, and
(b) the Director is satisfied that such assistance is for the purpose of the discharge by the authority of its supervisory or regulatory functions.
(2) The Director may decline to accede to a request referred to in subsection (1) if—
(a) the Director considers that it is not appropriate to give assistance, or
(b) the company law authority making the request does not undertake to make such contribution to the costs attendant on the request as the Director considers appropriate.
(3) In this section, “company law authority” means—
(a) an authority outside the State that performs functions of a supervisory or regulatory nature in relation to bodies corporate or undertakings or their officers; or
(b) a person acting on behalf of such an authority.
PART 14
COMPLIANCE AND ENFORCEMENT
CHAPTER 1
Compliance and protective orders
Court may order compliance by company or officer
797. (1) This section applies if a company or an officer of a company—
(a) has failed to comply with a provision of this Act, and
(b) the company or officer has failed to remedy the default within 14 days (or such longer period as may be specified in the notice) after the date of service by any person referred to in subsection (3) on the company or officer of a notice requiring the company or officer to remedy the default.
(2) In any case to which this section applies, the court, on the application of a person specified in subsection (3), may order the company or officer in default to remedy the default within such time as the court specifies.
(3) The court may make the order only on the application of one of the following:
(a) any member of the company;
(b) any creditor of the company;
(c) the Director; or
(d) the Registrar.
(4) In making an order under subsection (2), the court may order that the company or the officers responsible for the default pay all costs of and incidental to the application.
(5) Subject to subsection (6), no order may be made under this section in relation to a default that, in the opinion of the court, constitutes a wrong done to the company an action in respect of which, under the general law, is maintainable by the company alone, as distinct from another by derivative proceedings.
(6) Subsection (5) does not apply if the facts constituting the default in question amount, in the opinion of the court, to the commission of an offence.
(7) Nothing in this section shall be taken to prejudice the operation of any enactment imposing penalties (including restriction under Chapter 3 of this Part and disqualification under Chapter 4 of this Part) on a company or its officers in respect of the default in question.
(8) In this section, “officer” means director, shadow director, promoter, receiver, liquidator, statutory auditor or secretary.
Court may restrain directors and others from removing assets
798. (1) The court may make an order restraining a director or other officer of a company, or a company, from—
(a) removing his or her or the company’s assets from the State, or
(b) reducing his or her or the company’s assets within or outside the State below an amount specified in the order.
(2) The court may make the order if it is satisfied that—
(a) the applicant has a qualifying claim, and
(b) there are grounds for believing that the director or officer, or the company, may remove or dispose of his or her assets or the assets of the company with a view to evading his or her obligations or those of the company and frustrating an order of the court.
(3) The court may make the order only on the application of—
(a) the company,
(b) a director, member, liquidator, receiver or creditor of the company, or
(c) the Director.
(4) In subsection (2)(a), “qualifying claim” means a claim that—
(a) is a substantive civil cause of action or right to seek a declaration of personal liability or to claim damages against the director, officer or company, and
(b) arises—
(i) under this Act, or
(ii) under the constitution of the company, or
(iii) from the holding of an office of the company.
Summary prosecutions
865. (1) Summary proceedings in relation to an offence under this Act may be brought and prosecuted by:
(a) the Director of Public Prosecutions; or
(b) the Director.
(2) Without prejudice to the generality of subsection (1), summary proceedings in relation to an offence under each of the following provisions may be brought and prosecuted by the Registrar:
(a) section 30 (8);
(b) section 137 (6);
(c) section 343 (11);
(d) section 430 (10), in so far as it relates to a default under section 430 (3);
(e) section 441 (3);
(f) section 530 (7);
(g) section 531 (8), (9) or (10);
(h) section 555 (2);
(i) section 592 (4);
(j) section 631 (4);
(k) section 651 ;
(l) section 669 (8) or (9);
(m) section 680 (9);
(n) section 681 (5);
(o) section 704 (6).
District court district within which summary proceedings may be brought
866. (1) Summary proceedings against a company or an officer of a company acting in his or her capacity as such (or a person purporting to so act) for an offence under this Act may be brought, heard and determined—
(a) before and by a judge of the District Court as provided for under section 79 or 79A of the Courts of Justice Act 1924 ,
(b) before and by a judge of the District Court for the time being assigned to the district court district in which the registered office of the company is situated immediately prior to the commencement of the proceedings, or
(c) where the offence is an offence under section 343 (11) (but without prejudice to the alternative venues provided under the preceding paragraphs) before a judge of the District Court for the time being assigned to—
(i) the Dublin Metropolitan District; or
(ii) the district court district of which the district court area of Carlow forms part;
but only to the extent, in the case of the district court district referred to in subparagraph (ii), that the judge so assigned is exercising jurisdiction in the district court area of Carlow so referred to.
(2) In this section “officer of a company” includes a director, shadow director, promoter, statutory auditor, receiver, liquidator or secretary of a company.
(3) For the purposes of this section, the place for the time being recorded by the Registrar as the situation of the registered office of the company shall be deemed to be the registered office of the company notwithstanding that the situation of its registered office may have changed.
Period within which summary proceedings may be commenced
867. (1) Notwithstanding (in the case of category 3 or 4 offences) section 10 (4) of the Petty Sessions (Ireland) Act 1851 , summary proceedings in relation to an offence under this Act may be commenced—
(a) at any time within 3 years after the date on which the offence was committed, or
(b) if, at the expiry of the period referred to in paragraph (a), the person against whom the proceedings are to be brought is outside the State, within 6 months after the date on which he or she next enters the State, or
(c) at any time within 3 years after the date on which evidence that, in the opinion of the person bringing the proceedings, is sufficient to justify the bringing of the proceedings comes to that person’s knowledge,
whichever is the later.
(2) For the purposes of subsection (1)(c), a certificate signed by or on behalf of the person bringing the proceedings as to the date on which the evidence referred to in that provision came to his or her knowledge shall be prima facie evidence of that date.
(3) In any proceedings, a document purporting to be a certificate issued for the purposes of subsection (2) and to be signed by the person bringing the proceedings shall be—
(a) deemed to be so signed, and
(b) admitted as evidence without further proof of the signature or of the person purporting to sign the certificate.
Prosecution of companies on indictment
868. (1) The following provisions of this section apply where a company is charged, either alone or with some other person, with an indictable offence.
(2) The company may appear, at all stages of the proceedings, by a representative and the answer to any question put to a person charged with an indictable offence may be made on behalf of the company by that representative but if the company does not so appear it shall not be necessary to put the questions and the District Court may, notwithstanding its absence, send forward the company for trial and exercise any of its other powers under Part 1A of the Criminal Procedure Act 1967 , including the power to take depositions.
(3) Any right of objection or election conferred upon the accused person by any enactment may be exercised on behalf of the company by its representative.
(4) Any plea that may be entered or signed by an accused person, whether before the District Court or before the trial judge, may be entered in writing on behalf of the company by its representative, and if the company does not appear by its representative or does appear but fails to enter any such plea, the trial shall proceed as though the company had duly entered a plea of not guilty.
(5) In this section, “representative” in relation to a company means a person duly appointed by the company to represent it for the purpose of doing any act or thing which the representative of a company is authorised by this section to do.
(6) A representative of a company shall not, by virtue only of being appointed for the purpose referred to in subsection (5), be qualified to act on behalf of the company before any court for any other purpose.
(7) A representative for the purpose of this section need not be appointed under the seal of the company.
(8) A statement in writing purporting to be signed by a managing director of the company or some other person (by whatever name called) who manages, or is one of the persons who manage, the affairs of the company, to the effect that the person named in the statement has been appointed as the representative of the company for the purposes of this section shall be admissible without further proof as evidence that that person has been so appointed.
Offences by body committed with consent of its officer
869. (1) This section applies where an offence is committed by a body corporate under:
(a) section 785 ;
(b) section 790 ; or
(c) section 876 .
(2) In any case to which this section applies, if the offence under section 785 , 790 or 876 , as the case may be, is proved to have been committed with the consent or connivance of or to be attributable to any neglect on the part of any person who is a director, manager, secretary, or other officer of the body corporate, or any person who was purporting to act in any such capacity, that person as well as the body corporate shall be guilty of an offence and shall be liable to be proceeded against and punished as if he or she were guilty of the first-mentioned offence.
(3) Where the affairs of a body corporate are managed by its members, subsection (2) shall apply in relation to the acts and defaults of a member in connection with his or her functions of management as if he or she were a director or manager.
Further offence, where contravention continued after conviction for an offence, and penalties for such offence
870. If the contravention in respect of which a person is convicted of an offence under this Act is continued after the conviction, the person shall be guilty of a further offence on every day on which the contravention continues and for each such offence the person shall be liable—
(a) where the original contravention was a category 1 offence, whether prosecuted summarily or on indictment, on—
(i) conviction on indictment, to a fine not exceeding €5,000, or
(ii) summary conviction, to a class D fine,
(b) where the original contravention was a category 2 offence, whether prosecuted summarily or on indictment, on—
(i) conviction on indictment, to a fine not exceeding €1,000, or
(ii) summary conviction, to a fine not exceeding €100,
or
(c) where the original contravention was a category 3 offence or a category 4 offence, on summary conviction to a fine not exceeding €50.
Categories 1 to 4 offences — penalties
871. (1) A person guilty of an offence under this Act that is stated to be a category 1 offence shall be liable—
(a) on summary conviction, to a class A fine or imprisonment for a term not exceeding 12 months or both, or
(b) on conviction on indictment, to a fine not exceeding €500,000 or imprisonment for a term not exceeding 10 years or both.
(2) A person guilty of an offence under this Act that is stated to be a category 2 offence shall be liable—
(a) on summary conviction, to a class A fine or imprisonment for a term not exceeding 12 months or both, or
(b) on conviction on indictment, to a fine not exceeding €50,000 or imprisonment for a term not exceeding 5 years or both.
(3) A person guilty of an offence under this Act that is stated to be a category 3 offence shall be liable, on summary conviction, to a class A fine or imprisonment for a term not exceeding 6 months or both.
(4) A person guilty of an offence under this Act that is stated to be a category 4 offence shall be liable, on summary conviction, to a class A fine.
Court may order that convicted person remedy breach
872. The court in which a conviction for an offence under this Act is recorded or affirmed may order that the person convicted shall remedy the breach of this Act in respect of which that person was convicted.
Notice by Director to remedy default
873. (1) The Director may deliver a notice that complies with subsection (2) to a person if the Director has reasonable grounds for believing that the person has committed a category 3 or 4 offence.
(2) The notice referred to in subsection (1) is a notice that—
(a) is in the prescribed form,
(b) states that the person is alleged to have committed the offence,
(c) states that the person to whom the notice is delivered may during a period of 21 days beginning after the date of the notice, or such greater period as may be specified in the notice—
(i) remedy as far as practicable to the satisfaction of the Director any default that constitutes the offence, and
(ii) pay to the Director a prescribed amount which shall be accompanied by the notice,
and
(d) states that a prosecution of the person to whom the notice is delivered—
(i) will not be instituted during the period referred to in paragraph (c), and
(ii) will not be instituted in any event if, within the period referred to in paragraph (c), the default is remedied to the satisfaction of the Director and payment is made in accordance with the notice.
(3) Where a notice is delivered under subsection (1)—
(a) a person to whom it is delivered may, during the period specified in the notice, make to the Director payment of the amount specified in the notice, accompanied by the notice,
(b) the Director may receive the payment and issue a receipt for it and no payment so received shall in any circumstances be recoverable by the person who made it, and
(c) a prosecution in respect of the alleged offence shall not be instituted in the period specified in the notice and if the default is remedied to the satisfaction of the Director and payment of the amount specified in the notice is made during that period, no prosecution in respect of the alleged offence shall be instituted in any event.
(4) In a prosecution for an offence to which this section applies, the defendant shall bear the onus of showing that a payment pursuant to a notice under this section has been made.
(5) All payments made to the Director in pursuance of this section shall be paid into or disposed of for the benefit of the Exchequer in such manner as the Minister for Public Expenditure and Reform may direct.
(6) If the person mentioned in subsection (1) is a company, then that subsection authorises the delivery of the notice mentioned in it to an officer of the company but, where the notice is delivered to that officer, the second reference in that subsection to person, and each reference in subsections (2) and (3) to the person to whom the notice is delivered or otherwise to person, is to be read as a reference to the company.
Special provisions applying where default in delivery of documents to Registrar
874. (1) The Registrar may deliver a notice that complies with subsection (2) to a person if the Registrar has reasonable grounds for believing that the person is in default in the delivery, filing or making to the Registrar of a return or similar document required under this Act (being a default that constitutes a category 3 or 4 offence).
(2) The notice referred to in subsection (1) is a notice that—
(a) is in the prescribed form,
(b) states that the person has failed to deliver, file or make a specified return or similar document to the Registrar under a specified provision of this Act,
(c) states that the person to whom the notice is delivered may during a period of 21 days beginning after the date of the notice, or such greater period as may be specified in the notice—
(i) remedy the default, and
(ii) pay to the Registrar a prescribed amount which shall be accompanied by the notice,
and
(d) states that a prosecution of the person to whom the notice is delivered—
(i) will not be instituted during the period referred to in paragraph (c), and
(ii) will not be instituted in any event if, within the period referred to in paragraph (c), the default is remedied and payment is made in accordance with the notice.
(3) Where a notice is delivered under subsection (1)—
(a) a person to whom it is delivered may, during the period specified in the notice, make to the Registrar payment of the amount specified in the notice, accompanied by the notice,
(b) the Registrar may receive the payment and issue a receipt for it and no payment so received shall in any circumstances be recoverable by the person who made it, and
(c) a prosecution in respect of the alleged offence shall not be instituted in the period specified in the notice and if the default is remedied to the satisfaction of the Registrar and payment of the amount specified in the notice is made during that period, no prosecution in respect of the alleged offence shall be instituted in any event.
(4) In a prosecution for an offence to which this section applies, the defendant shall bear the onus of showing that a payment pursuant to a notice under this section has been made.
(5) All payments made to the Registrar in pursuance of this section shall be paid into or disposed of for the benefit of the Exchequer in such manner as the Minister for Public Expenditure and Reform may direct.
(6) If the person mentioned in subsection (1) is a company, then that subsection authorises the delivery of the notice mentioned in it to an officer of the company but, where the notice is delivered to that officer, the second reference in that subsection to person, and each reference in subsections (2) and (3) to the person to whom the notice is delivered or otherwise to person, is to be read as a reference to the company.
CHAPTER 8
Provision for enforcement of section 27(1) and additional general offences
Civil enforcement of prohibition on trading under misleading name
875. (1) On the application of the Registrar or the Director, the court may order that a person shall cease, within the time specified in the order, to carry on any trade, profession or business in contravention of section 27 (1) if that person has—
(a) been convicted of an offence under section 27 (2),
(b) been served with a notice by the Registrar or Director requiring that person to cease to carry on a trade, profession or business in contravention of section 27 (1), and
(c) failed to comply with the notice within 14 days after the date of service of the notice, or such greater period as may be specified in the notice in that behalf.
(2) In making an order under subsection (1) the court may order that all costs of and incidental to the application shall be borne by the person against whom the order is made.
Offence of providing false information
876. (1) A person shall be guilty of a category 2 offence if that person—
(a) in purported compliance with a provision of this Act, answers a question, provides an explanation, makes a statement or completes, signs, produces, lodges or delivers any return, report, certificate, balance sheet or other document that is false in a material particular, and
(b) knows that it is false in a material particular or is reckless as to whether it is or not,
but this subsection is subject to subsection (3) which provides for greater maximum penalties in certain cases.
(2) A person shall be guilty of a category 2 offence if—
(a) the person provides false information to an electronic filing agent knowing it to be false or being reckless as to whether it is so, and
(b) that information is subsequently transmitted in a return made, on that person’s behalf, to the Registrar,
but this subsection is subject to subsection (3) which provides for greater maximum penalties in certain cases.
(3) Where a person is convicted on indictment of an offence under subsection (1) or (2) and the court is of the opinion that any act, omission or conduct which constituted that offence has—
(a) substantially contributed to a company being unable to pay its debts,
(b) prevented or seriously impeded the orderly winding up of a company, or
(c) substantially facilitated the defrauding of the creditors of a company or creditors of any other person,
then, notwithstanding that it is a category 2 offence of which he or she has been convicted, the maximum term of imprisonment and the maximum amount of fine to which the person shall be liable for the offence shall be that as provided for in section 871 (1)(b) in relation to a category 1 offence.
Offence of destruction, mutilation or falsification of book or document
877. (1) Subject to subsection (2), an officer of a company shall be guilty of a category 2 offence who—
(a) destroys, mutilates or falsifies, or is privy to the destruction, mutilation or falsification, of any book or document affecting or relating to the property or affairs of the company, or
(b) makes or is a party to the making of a false entry in any such book or document.
(2) In any proceedings against a person in respect of an offence under subsection (1), it shall be a defence to prove that, in carrying out the destruction, mutilation or other act concerned, the person had no intention to defeat the process of the law and, in particular, the enforcement of this Act.
Offence of fraudulently parting with, altering or making omission in book or document
878. An officer of a company shall be guilty of a category 2 offence who—
(a) fraudulently parts with, alters, or makes an omission in any book or document affecting or relating to the property or affairs of the company, or
(b) is a party to the fraudulent parting with, fraudulent altering or fraudulent making of an omission in any such book or document.
Companies (Corporate Enforcement) Act
“Chapter 3A
Corporate Enforcement Authority
Definitions (Chapter 3A)
944A. In this Chapter and Schedule 22—
‘Act of 2004’ means the Public Service Management (Recruitment and Appointments) Act 2004 ;
‘chairperson’ means the chairperson of the Authority;
‘civil servant’ has the meaning assigned to it by the Civil Service Regulation Act 1956 ;
‘Committee of Public Accounts’ means the committee of Dáil Éireann established under the rules and Standing Orders of Dáil Éireann to examine and report to Dáil Éireann on the appropriation accounts and reports of the Comptroller and Auditor General;
‘establishment day’ means the day appointed by order under section 944B;
‘financial year’, in relation to the Authority, means a period of 12 months ending on 31 December in any year and, in the case of the first financial year of the Authority, means the period commencing on the establishment day and ending on 31 December in the year in which the establishment day falls;
‘Member’ has the meaning assigned to it by section 944F(2) and includes a person authorised to act in place of a Member under section 944I.
Establishment day
944B. The Minister shall, by order, appoint a day to be the establishment day for the purposes of this Chapter.
Establishment of Corporate Enforcement Authority
944C. (1) On the establishment day there shall stand a body to be known as An tÚdarás um Fhorfheidhmiú Corparáideach or, in the English language, the Corporate Enforcement Authority, to perform the functions conferred on it by this Act.
(2) The provisions of Schedule 22 shall have effect in relation to the Authority.
Functions of Authority
944D. (1) The functions of the Authority are—
(a) to encourage compliance with this Act,
(b) to investigate—
(i) instances of suspected offences under this Act, and
(ii) instances otherwise of suspected non-compliance with this Act or with the duties and obligations to which companies and their officers are subject,
(c) to enforce this Act, including by the prosecution of offences by way of summary proceedings,
(d) at the discretion of the Authority, to refer cases to the Director of Public Prosecutions where the Authority has reasonable grounds for believing that an indictable offence under this Act has been committed,
(e) to exercise, in so far as the Authority considers it necessary or appropriate, a supervisory role over the activity of liquidators and receivers in the discharge of their functions under this Act,
(f) for the purpose of ensuring the effective application and enforcement of obligations, standards and procedures to which companies and their officers are subject, to perform such other functions in respect of any matters to which this Act relates as the Minister considers appropriate and may by order confer on the Authority,
(g) to perform such other functions for the purpose referred to in paragraph (f) as may be assigned to the Authority under this Act or any other Act,
(h) to act under Chapter 2 as a member of the Supervisory Authority and, if appointed under section 907, act as a director of that body, and
(i) to perform functions transferred to the Authority under section 944E.
(2) Sections 930A and 930D make additional provision with regard to the performance of functions by, amongst others, the Authority.
(3) The Authority may do all such acts or things as are necessary or expedient to enable it to perform its functions under this Act or any other Act.
(4) The Authority shall be independent in the performance of its functions.
(5) Subject to this Chapter and Schedule 22, the Authority shall regulate its own procedures.
Transfer of functions of Director to Authority
944E. (1) All functions that, immediately before the establishment day, were vested in the Director are transferred to the Authority.
(2) Subject to section 36 of the Companies (Corporate Enforcement Authority) Act 2021, a reference in—
(a) any enactment (other than this Act) to the Director or to the office of the Director, or
(b) any instrument under an enactment to the Director or to the office of the Director,
shall be construed as a reference to the Authority.
Membership of Authority
944F. (1) The Authority shall consist of such and so many Members (not being more than 3) as the Minister determines.
(2) Each member of the Authority shall be known as a Member of the Corporate Enforcement Authority (in this Chapter referred to as a ‘Member’).
(3) Subject to subsections (4) to (7) and section 944I, a Member shall be appointed by the Minister on the recommendation of the Public Appointments Service acting in accordance with the Act of 2004 and the appointment shall be on a full-time basis for a period not exceeding 5 years from the date of his or her appointment.
(4) (a) Subject to section 944H and Schedule 22, the relevant person shall, on the establishment day, be a Member for the remainder of his or her term of holding the office of Director left to elapse from and including the establishment day, and upon terms and conditions no less favourable than the relevant terms and conditions.
(b) In this subsection—
‘relevant person’ means the person (other than an Acting Director or a delegate of the Director) who, immediately before the establishment day, holds the office of Director;
‘relevant terms and conditions’, in relation to the relevant person, means the terms and conditions to which the person was entitled to immediately before the establishment day by virtue of holding the office of Director and that are in addition to the terms and conditions to which he or she is entitled to under the Civil Service Regulation Act 1956 by virtue of being a civil servant.
(5) The Public Appointments Service shall ensure that a person is recommended under subsection (3) for appointment only if satisfied that the person has the qualifications, experience and skills necessary to enable the Authority to effectively perform its functions.
(6) A Member to whom subsection (3) applies and whose term of office expires by the elapse of time may be reappointed to the Authority by the Minister for one further period not exceeding 5 years from the date of his or her reappointment and without the need for the recommendation referred to in that subsection.
(7) A Member to whom subsection (4) applies and whose term of office expires by the elapse of time may be reappointed to the Authority by the Minister for one further period not exceeding 5 years from the date of his or her reappointment.
(8) A Member shall—
(a) act subject to such terms and conditions (other than the payment of remuneration and allowances for expenses) as the Minister may, with the consent of the Minister for Public Expenditure and Reform, determine,
(b) be paid by the Authority such remuneration and allowances for expenses (if any) as the Minister may, with the consent of the Minister for Public Expenditure and Reform, from time to time determine,
(c) not hold any other office or occupy any other position in respect of which emoluments are payable or carry on any business without the consent of the Minister, and
(d) cease to be a Member (whether or not the Member is a civil servant) on attaining the age of 70 years or, where a higher age is prescribed by order under section 3A(2) of the Public Service Superannuation (Miscellaneous Provisions) Act 2004 for the purposes of that Act, that age but, where the person is a new entrant (within the meaning of that Act) appointed on or after 1 April 2004, the requirement to cease to be a Member on grounds of age shall not apply.
Appointment of chairperson of Authority
944G. (1) The Minister shall, where the Authority consists of more than one Member, appoint one of the Members to be chairperson and such additional allowance (if any) may be paid by the Authority to the chairperson as the Minister may, with the consent of the Minister for Public Expenditure and Reform, from time to time determine.
(2) The chairperson shall have a casting vote in the case of decisions to be taken by the Authority in the event of a tied vote.
(3) Where a chairperson stands appointed under subsection (1), and is unavailable to perform his or her duties due to absence or incapacity, the Minister shall appoint a person (which may be another existing Member or a member of staff of the Authority) to act as chairperson for the duration of the period of absence or incapacity.
(4) Where the Authority consists of one Member, a reference in this Chapter, or in Schedule 22, to the chairperson shall be construed as a reference to that Member.
(5) The chairperson shall carry on and manage and control generally the staff, administration and business of the Authority.
Resignation, removal, disqualification of Member
944H. (1) A Member may resign from office by letter addressed to the Minister and the resignation shall take effect on the date specified in the letter, or the date on which the Minister receives the letter, whichever is the later.
(2) The Minister may, at any time, remove a Member from office if the Minister is satisfied that—
(a) the Member has become incapable through ill-health of performing his or her functions,
(b) the Member has committed stated misbehaviour, or
(c) the removal of the Member appears to the Minister to be necessary for the effective performance by the Authority of its functions.
(3) If a Member is removed from office in accordance with subsection (2), the Minister shall—
(a) provide the Member with a statement of reasons for the removal, and
(b) ensure that a copy of that statement is laid before each House of the Oireachtas.
(4) A Member shall cease to be qualified for office and shall cease to hold office if he or she—
(a) is adjudicated bankrupt,
(b) makes a composition or arrangement with creditors,
(c) is sentenced by a court of competent jurisdiction to a term of imprisonment,
(d) is convicted of any indictable offence in relation to a company or any other body corporate,
(e) is convicted of an offence involving fraud or dishonesty, whether in connection with a company or not,
(f) has a declaration made against him or her under section 819 or is deemed to be subject to such a declaration by virtue of Chapter 5 of Part 14, or
(g) is, or is deemed to be, the subject of an order under section 160 of the Act of 1990 or a disqualification order within the meaning of Chapter 4 of Part 14.
Acting Member
944I. (1) Where one Member only stands appointed for the time being under section 944F, the Minister may authorise in writing a person (which may be a member of staff of the Authority) to perform the functions of a Member during any period when that Member is absent from duty or absent from the State or is, for any other reason, unable to perform the functions of a Member.
(2) Where a vacancy occurs in the office of Member and no Member stands appointed for the time being under section 944F, the Minister may authorise in writing a person (which may be a member of staff of the Authority) to perform the functions of a Member during the period of that vacancy.
(3) An authorisation under subsection (2) shall not remain in force for a period of more than 6 months unless the Minister is satisfied that it is not practicable for an appointment under section 944F to be made within that period, in which case he or she may extend that period by such further period as he or she is satisfied is a period within which it is practicable for an appointment to be made under that section.
(4) The Minister may at any time terminate an authorisation under this section.
(5) A person in respect of whom an authorisation under this section is in force may perform the functions of a Member under this Act, and, for that purpose, references to a Member in this Chapter (other than in sections 944F(3), 944H(2) and 944L) and in Schedule 22 shall be construed as including references to that person.
Assignment and transfer of staff to Authority
944J. (1) Subject to section 944F(4), every civil servant who, immediately before the establishment day, stands assigned to act as a member of staff of the office of the Director shall, on the establishment day, stand assigned to act as a member of staff of the Authority.
(2) The Minister may, as he or she considers appropriate, designate in writing such and so many persons who stand assigned under subsection (1) to act as members of staff of the Authority to become and be members of staff of the Authority on and from such date as the Minister may specify in the designation (in this section referred to as the ‘effective date’).
(3) A member of staff designated in accordance with subsection (2) shall become and be a member of staff of the Authority on and from the effective date.
Staff of Authority, etc.
944K. (1) Subject to subsection (3) and section 944F, the Authority may appoint such number of persons to be members of its staff as it may determine.
(2) Subject to subsection (3), the Authority shall determine the grades of members of its staff and the numbers in each grade.
(3) A determination of the Authority under subsection (1) or (2) is subject to the approval of the Minister given with the consent of the Minister for Public Expenditure and Reform.
(4) The Authority may authorise in writing an officer or officers of the Authority to perform, on its behalf, a specified function or functions of the Authority and such officer or officers so authorised may perform such function or functions accordingly.
(5) An officer of the Authority who performs any of its functions is presumed in any proceedings to have been authorised to do so on its behalf, unless the contrary is shown.
(6) Members of the staff of the Authority are civil servants.
(7) The terms and conditions of service of a member of the staff of the Authority shall, with the approval of the Minister given with the consent of the Minister for Public Expenditure and Reform, be such as may be determined from time to time by the Authority.
(8) There shall be paid by the Authority to the members of its staff such remuneration and allowances as, from time to time, the Authority, with the approval of the Minister given with the consent of the Minister for Public Expenditure and Reform, determines.
(9) The Authority is the appropriate authority (within the meaning of the Act of 2004 and the Civil Service Regulation Acts 1956 to 2005) in relation to its staff.
Superannuation of Members
944L. (1) The Minister shall, if he or she considers it appropriate to do so and with the consent of the Minister for Public Expenditure and Reform, make and carry out a scheme or schemes for the granting of superannuation benefits to or in respect of the Members (other than a Member who is a civil servant).
(2) Each superannuation scheme shall fix the terms and conditions of retirement for all persons to or in respect of whom superannuation benefits are payable under the scheme, and different terms and conditions may be fixed in respect of different classes of persons.
(3) A superannuation scheme may be amended or revoked by a subsequent scheme made under this section by the Minister with the consent of the Minister for Public Expenditure and Reform.
(4) The Minister shall not grant, or enter into any arrangement for the provision of, any superannuation benefit to or in respect of a person referred to in subsection (1) except—
(a) in accordance with a superannuation scheme made under this section, or
(b) with the consent of the Minister for Public Expenditure and Reform.
(5) In the case of a dispute as to the claim of any person to, or the amount of, any superannuation benefit payable under a superannuation scheme made under this section—
(a) the dispute shall be submitted to the Minister,
(b) the Minister shall refer the dispute to the Minister for Public Expenditure and Reform for his or her determination of it, and
(c) the decision of the Minister for Public Expenditure and Reform shall be final.
(6) Every superannuation scheme made by the Minister 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 scheme is passed by either such House within the next 21 days on which that House has sat after the scheme is laid before it, the scheme shall be annulled accordingly, but without prejudice to the validity of anything previously done thereunder.
Secondment to Authority of member of Garda Síochána
944M. (1) This section applies where a member of the Garda Síochána has been seconded to the Authority.
(2) Notwithstanding the secondment, and without prejudice to section 944D(4), the person seconded shall continue to be under the general direction and control of the Commissioner of the Garda Síochána.
(3) For the purposes of this Act and for the purposes outside this Act, the person seconded—
(a) shall continue to be vested with the powers and to be subject to the duties of a member of the Garda Síochána, and
(b) may continue to exercise those powers and perform those duties.
(4) A member of the Garda Síochána seconded to the office of the Director immediately before the establishment day shall, on the establishment day, be seconded to the Authority on the same terms and conditions on which he or she was seconded to that office, and the other provisions of this section shall apply to the member accordingly.
Accountability of Authority to Committee of Public Accounts
944N. (1) The chairperson shall, whenever required in writing to do so by the Committee of Public Accounts, give evidence to that Committee in relation to—
(a) the regularity and propriety of the transactions recorded or required to be recorded in any book or other record of account subject to audit by the Comptroller and Auditor General that the Authority is required by this Act to prepare,
(b) the economy and efficiency of the Authority in the use of its resources,
(c) the systems, procedures and practices employed by the Authority for the purpose of evaluating the effectiveness of its operations, and
(d) any matter affecting the Authority referred to in a special report of the Comptroller and Auditor General under section 11 (2) of the Comptroller and Auditor General (Amendment) Act 1993 , or in any other report of the Comptroller and Auditor General (in so far as it relates to a matter specified in paragraph (a), (b) or (c)) that is laid before Dáil Éireann.
(2) In the performance of his or her duties under this section, the chairperson shall not question or express an opinion on the merits of any policy of the Government or a Minister of the Government or on the merits of the objectives of such a policy.
Accountability of Member to certain Oireachtas Committees
944O. (1) In this section, ‘Committee’ means a Committee appointed by either House of the Oireachtas or jointly by both Houses of the Oireachtas (other than the Committee on Public Accounts, the Committee on Members’ Interests of Dáil Éireann or the Committee on Members’ Interests of Seanad Éireann) or a sub-committee of such a Committee.
(2) Subject to subsection (3), a Member shall, at the request in writing of a Committee, attend before it to give account for the general administration of the Authority.
(3) A Member shall not be required to give account before a Committee for any matter which is or has been or may at a future time be the subject of proceedings before a court or tribunal.
(4) Where a Member is of the opinion that a matter in respect of which he or she is requested to give an account before a Committee is a matter to which subsection (3) applies, he or she shall inform the Committee of that opinion and the reasons for the opinion and, unless the information is conveyed to the Committee at a time when the Member is before it, the information shall be so conveyed in writing.
(5) Where the Member has informed a Committee of his or her opinion in accordance with subsection (4) and the Committee does not withdraw the request referred to in subsection (2) in so far as it relates to a matter the subject of that opinion—
(a) the Member may, on behalf of the Authority, not later than 21 days after being informed by the Committee of its decision not to do so, apply to the High Court in a summary manner for determination of the question whether the matter is one to which subsection (3) applies, or
(b) the Chairperson of the Committee may, on behalf of the Committee, not later than the 21 days referred to in paragraph (a), make such an application,
and the High Court shall determine the matter.
(6) Pending the determination of an application under subsection (5), the Member shall not attend before the Committee to give account for the matter the subject of the application.
(7) If the High Court determines that the matter concerned is one to which subsection (3) applies, the Committee shall withdraw the request referred to in subsection (2), but if the High Court determines that subsection (3) does not apply, the Member shall attend before the Committee and give account for the matter.
(8) In the performance of his or her duties under this section, a Member shall not question or express an opinion on the merits of any policy of the Government or a Minister of the Government or on the merits of the objectives of such a policy.
(9) In this section, a reference to ‘Member’ shall, where more than one Member has been appointed under section 944F, be taken to be a reference to the chairperson.
Confidentiality of information
944P. (1) No person shall disclose, except in accordance with law, information that—
(a) is obtained in performing the functions of the Authority, and
(b) has not otherwise come to the notice of members of the public.
(2) Without limiting subsection (1), the persons to whom that subsection applies include—
(a) a Member or former Member, or
(b) an officer or former officer of the Authority.
(3) Nothing in subsection (1) shall prevent the disclosure of information by or under the authority of the Authority if, and to the extent that, the Authority considers that the information is required—
(a) for a purpose or reason specified in section 791(a) to (m),
(b) for the performance by a competent authority (as defined in section 792(2)) of a function or functions by that authority, or
(c) for the performance by the Authority of a function or functions of the Authority.
(4) Nothing in subsection (1) shall prevent the disclosure of information to any member of the Garda Síochána if that information, in the opinion of the Authority, may relate to the commission of an offence other than an offence under this Act.
(5) A person who contravenes this section shall be guilty of a category 2 offence.
Disclosure of information to Authority
944Q. (1) Notwithstanding any other law—
(a) the Competition and Consumer Protection Commission,
(b) a member of the Garda Síochána,
(c) an officer of the Revenue Commissioners,
(d) the Insolvency Service of Ireland,
(e) the Irish Takeover Panel,
(f) the Registrar,
(g) the registrar of friendly societies, or
(h) such other authority or other person as may be prescribed,
may disclose to the Authority or an officer of the Authority information to which this subsection applies.
(2) Subsection (1) applies to information that, in the opinion of the Authority or other person referred to in any of paragraphs (a) to (g) of that subsection disclosing, or seeking to disclose the information—
(a) relates to the commission of an offence under this Act or non-compliance otherwise with this Act or with the duties and obligations to which companies and their officers are subject, or
(b) is information that could materially assist the Authority or an officer of the Authority in investigating—
(i) whether an offence under this Act has been committed or whether there has been non-compliance otherwise with this Act or with the duties and obligations to which companies and their officers are subject, or
(ii) without prejudice to the generality of subparagraph (i), in a case where the making of an application for a disqualification order in relation to a particular person in accordance with section 842(h) is contemplated, whether and to what extent the matters mentioned in section 843(3) apply in the circumstances concerned.
(3) Without prejudice to the generality of subsection (1), an officer of the Revenue Commissioners shall, notwithstanding any other law, be permitted to give or produce evidence relating to taxpayer information (within the meaning of section 851A of the Taxes Consolidation Act 1997 ) in connection with any proceedings initiated under this Act.
(4) For the avoidance of doubt, the fact that particular circumstances specified in subsection (2)(a) or (b) have been invoked by an authority or other person as the basis for disclosure by it or him or her of information under that subsection shall not prevent the Authority or an officer of the Authority from using the information in relation to other circumstances specified in that subsection.
Restriction of application of certain articles of Data Protection Regulation
944R. (1) Articles 14 (information to be provided where personal data have not been obtained from the data subject) and 15 (right of access by the data subject) of the Data Protection Regulation are restricted, to the extent necessary and proportionate to safeguard the effective performance by the Authority of its functions referred to in subsection (1)(b) and (e) of section 944D, where the performance of those functions give rise to the processing of personal data to which the Data Protection Regulation applies.
(2) In this section, ‘Data Protection Regulation’ means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 20161 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
Transfer of rights and liabilities, and continuation of leases, licences and permissions granted by office of Director
944S. (1) On the establishment day, all property (other than land) that, immediately before that day, was vested in the Director, shall stand vested in the Authority without any assignment.
(2) A chose in action vested in the Authority under subsection (1) may, on and after the establishment day, be sued on, recovered or enforced by the Authority in its own name, and the Authority or the Minister need not give notice of such vesting to any person bound by the chose in action.
(3) On the establishment day, all books, papers and other records that were books, papers and records of the Director immediately before that day shall be books, papers and records of the Authority and shall, accordingly, be transferred to the Authority.
(4) Any contract, agreement or arrangement made between the Director and any other person and in force immediately before the establishment day—
(a) continues in force on or after that day, and
(b) has effect as if the name of the Authority were substituted in the contract, agreement or arrangement for the Director.
(5) If, immediately before the establishment day, any proceedings are pending in any court or tribunal to which the Director is a party, the name of the Authority is substituted in the proceedings, and the proceedings do not abate by reason of the substitution.
(6) Nothing in this Act affects the validity of any act done or in the course of being done before the establishment day by or on behalf of the Director and any such act, if and in so far as it was operative immediately before that day, has effect on and after that day as if it had been done by or on behalf of the Authority.
Annual report
944T. (1) The Authority shall, as soon as practicable but in any event not later than 4 months after the end of each financial year, prepare and submit to the Minister a report on its activities in that year (in this section referred to as the ‘annual report’), and the Minister shall, as soon as may be after receiving the annual report, cause copies of the annual report to be laid before each House of the Oireachtas.
(2) Notwithstanding subsection (1), if, but for this subsection, the first annual report would relate to a period of less than 6 months, the first annual report shall relate to that period and to the financial year immediately following that period and shall be made as soon as may be, but not later than 4 months after the end of that year.
(3) An annual report shall include information in such form and regarding such matters as the Minister may direct but nothing in this subsection shall be construed as requiring the Authority to include information the inclusion of which would, in the opinion of the Authority, be likely to prejudice the performance of its functions.
(4) The Authority may from time to time provide the Minister with such information about the performance of its functions as it considers appropriate and shall provide the Minister with advice on any matter relating to those functions, as the Minister may from time to time request (other than information the provision of which would, in the opinion of the Authority, be likely to prejudice the performance of its functions).
(5) The Authority shall arrange for an annual report that has been laid before each House of the Oireachtas in accordance with subsection (1) to be published on the Authority’s website as soon as practicable after copies of the report are so laid.
Strategy statement and work programme
944U. (1) (a) The Authority shall, as soon as practicable after the establishment day, and thereafter not earlier than 6 months before and not later than the expiration of each subsequent period of 3 years following the establishment day, prepare and submit to the Minister a strategy statement in respect of the period of 3 years immediately following the year in which the strategy statement is so submitted.
(b) In this section, ‘strategy statement’ means a statement that—
(i) specifies the key objectives, outputs and related strategies, including use of resources, of the Authority,
(ii) except for the first strategy statement, includes a review of the outcomes and effectiveness of the preceding strategy statement,
(iii) includes any other matters (with the exception of any on-going investigation or prosecution) that the Minister may direct, and
(iv) is prepared in a form and manner that is in accordance with any directions issued from time to time by the Minister.
(2) The Minister shall, as soon as practicable after a strategy statement has been submitted to him or her under subsection (1), cause a copy of it to be laid before each House of the Oireachtas.
(3) The Authority shall ensure that, as soon as practicable after copies of a strategy statement are laid before both Houses of the Oireachtas in accordance with subsection (2), the strategy statement is published on the Authority’s website.
(4) When preparing a strategy statement, the Authority may consult such persons as it considers appropriate.
(5) The Authority shall prepare and submit to the Minister, at least one month before the commencement of each financial year, a work programme relating to the discharge of its functions, including—
(a) having regard to the strategy statement, the objectives of the Authority for that year and its strategy for achieving those objectives,
(b) the priorities of the Authority for that year, having regard to those objectives and its available resources, and
(c) any other matters that the Minister may from time to time specify when issuing directions or guidelines under subsection (6).
(6) The Minister may, from time to time, issue directions or guidelines to the Authority concerning the preparation of the work programme and the Authority shall comply with those directions and prepare the work programme in accordance with those guidelines.
Grants to Authority
944V. In each financial year, the Minister may advance to the Authority out of moneys provided by the Oireachtas such sums as the Minister may, with the consent of the Minister for Public Expenditure and Reform, determine.
Liability of Authority for acts or omissions
944W. Neither—
(a) a Member or former Member of the Authority, nor
(b) a present or former officer of the Authority,
is liable for damages for anything done, anything purported to be done or anything omitted to be done by him or her in performing a function under this Act, unless the act or omission is shown to be in bad faith.
Accounts of Authority
944X. (1) The Authority shall—
(a) submit estimates of income and expenditure to the Minister in such form, in respect of such periods and at such times as may be required by the Minister, and
(b) provide the Minister with any information which the Minister may require in relation to such estimates, including proposals and future plans relating to the performance by the Authority of its functions.
(2) The Authority shall keep in such form as may be approved by the Minister with the consent of the Minister for Public Expenditure and Reform all proper and usual accounts of all money received or expended by it and, in particular, shall keep in such form as aforesaid all such special accounts (if any) as the Minister may, with the consent of the Minister for Public Expenditure and Reform, from time to time direct.
(3) The Authority shall, whenever so requested by the Minister, permit any person appointed by the Minister to examine the books or other records of account of the Authority in respect of any financial year or other period and shall facilitate any such examination, and the Authority shall pay such fee for the examination as may be fixed by the Minister.
(4) Accounts kept in accordance with this section shall be submitted, not later than 1 April in the year immediately following the financial year to which they relate or on such earlier date as the Minister may, from time to time, specify, to the Comptroller and Auditor General for audit and, immediately after the audit, a copy of the accounts, and of such other accounts (if any) as the Minister, after consultation with the Minister for Public Expenditure and Reform, may direct and a copy of the Comptroller and Auditor General’s report on the accounts shall be presented to the Minister who shall, as soon as may be after they are so presented, cause copies thereof to be laid before each House of the Oireachtas.
Final annual report of Director
944Y. (1) The Authority shall prepare a final annual report for the Director.
(2) Section 944T shall apply, with all necessary modifications, in relation to an annual report prepared under this section.
nsertion of Schedule 22 to Principal Act
“Schedule 22
Section 944C
Corporate Enforcement Authority
1. The Authority shall be a body corporate with perpetual succession and an official seal and shall have power to sue, and may be sued, in its corporate name and shall, with the consent of the Minister and the Minister for Public Expenditure and Reform, have the power to acquire, hold and dispose of land or an interest in land, and shall have the power to acquire, hold and dispose of any other property.
2. The seal of the Authority shall be authenticated by the signatures of—
(a) a Member, and
(b) a member of staff of the Authority authorised by the Authority for that purpose.
3. Judicial notice shall be taken of the seal of the Authority and any document purporting to be an instrument made by, and to be sealed with the seal of, the Authority shall, unless the contrary is proved, be received in evidence and be deemed to be such instrument without further proof.
4. Any contract or instrument which, if entered into or executed by an individual, would not require to be under seal may be entered into or executed on behalf of the Authority by any person generally or specially authorised by the Authority in that behalf.
5. (1) Where a Member is—
(a) nominated as a member of Seanad Éireann,
(b) elected as a member of either House of the Oireachtas or to be a member of the European Parliament,
(c) regarded pursuant to Part XIII of the Second Schedule to the European Parliament Elections Act 1997 as having been elected to that Parliament, or
(d) is elected or co-opted as a member of a local authority,
he or she shall thereupon cease to be a Member of the Authority.
(2) A person who is for the time being—
(a) entitled under the Standing Orders of either House of the Oireachtas to sit therein,
(b) a member of the European Parliament, or
(c) entitled under the standing orders of a local authority to sit as a member thereof,
shall, while he or she is so entitled as mentioned in clause (a) or (c) or is such a member as mentioned in clause (b), be disqualified for membership of the Authority or for employment in any capacity by the Authority.”.
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.