Companies Act, 1963

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General provisions as to interpretation.

2.—(1) In this Act unless the context otherwise requires—

“accounts” includes a company's group accounts whether prepared in the form of accounts or not;

“agent” does not include a person's counsel acting as such;

“annual return” means the return required to be made, in the case of a company having a share capital, under section 125 and, in the case of a company not having a share capital, under section 126;

“articles” means the articles of association of a company, as originally framed or as altered by special resolution, including, so far as they apply to the company, the regulations contained (as the case may be) in Table B in the Schedule annexed to the Joint Stock Companies Act, 1856, or in Table A in the First Schedule to the Companies Act, 1862 , or in that Table as altered in pursuance of section 71 of the last mentioned Act, or in Table A in the First Schedule to the Companies (Consolidation) Act, 1908 ;

“bank holiday” means a day which is a bank holiday under the Public Holidays Acts, 1871 to 1924;

“the Bankruptcy Acts” means the Irish Bankrupt and Insolvent Act, 1857, the Bankruptcy (Ireland) Amendment Act, 1872, the Debtors Act (Ireland) 1872 and the Local Bankruptcy (Ireland) Act, 1888;

“book and paper” and “book or paper” include accounts, deeds, writings and documents;

“company” means a company formed and registered under this Act, or an existing company;

“company limited by guarantee” and “company limited by shares” have the meanings assigned to them respectively by subsection (2) of section 5;

“contributory” has the meaning assigned to it by section 208;

“the court” used in relation to a company means the High Court;

“creditors' voluntary winding up” has the meaning assigned to it by subsection (7) of section 256;

“debenture” includes debenture stock, bonds and any other securities of a company whether constituting a charge on the assets of the company or not;

“director” includes any person occupying the position of director by whatever name called;

“document” includes summons, notice, order and other legal process, and registers;

“existing company” means a company formed and registered in a register kept in the State under the Joint Stock Companies Acts, the Companies Act, 1862 , or the Companies (Consolidation) Act, 1908 ;

“extended notice” has the meaning assigned to it by section 142;

“financial year” means, in relation to any body corporate, the period in respect of which any profit and loss account of the body corporate laid before it in general meeting is made up, whether that period is a year or not;

“group accounts” has the meaning assigned to it by subsection (1) of section 150;

“holding company” means a holding company as defined by section 155;

“issued generally” means, in relation to a prospectus, issued to persons who are not existing members or debenture holders of the company;

1858, c. 91.

“Joint Stock Companies Acts” means the Joint Stock Companies Act, 1856, the Joint Stock Companies Acts, 1856, 1857, the Joint Stock Banking Companies Act, 1857 and the Act to enable Joint Stock Banking Companies to be formed on the principle of limited liability, or any one or more of those Acts as the case may require, but does not include the Act 7 & 8 Victoria, Chapter 110;

“members' voluntary winding up” has the meaning assigned to it by subsection (7) of section 256;

“the minimum subscription” has the meaning assigned to it by subsection (2) of section 53;

“memorandum” means the memorandum of association of a company, as originally framed or as altered in pursuance of any statute (including this Act);

“Minister” means the Minister for Industry and Commerce;

“officer” in relation to a body corporate includes a director or secretary;

“the operative date” means the date on which this Act comes into operation;

“prescribed” means, in relation to the provisions of this Act dealing with the winding up of companies, prescribed by rules of court, and in relation to the other provisions of this Act, prescribed by order made by the Minister;

“printed” includes reproduced in any legible and durable form approved by the registrar of companies;

“private company” has the meaning assigned to it by subsection (1) of section 33;

“prospectus” means any prospectus, notice, circular, advertisement or other invitation, offering to the public for subscription or purchase any shares or debentures of a company;

“recognised stock exchange” means a stock exchange prescribed by the Minister for the purposes of each provision in which those words appear;

“the registrar of companies” or, when used in relation to registration of companies, “the registrar” means the officer performing under this Act the duty of registration of companies;

“resolution for reducing share capital” has the meaning assigned to it by subsection (3) of section 72;

“a resolution for voluntary winding up” has the meaning assigned to it by subsection (2) of section 251;

“share” means share in the share capital of a company, and includes stock except where a distinction between stock and shares is expressed or implied;

“share warrant” has the meaning assigned to it by subsection (2) of section 88;

“statutory meeting” means the meeting required to be held by subsection (1) of section 130;

“statutory report” has the meaning assigned to it by subsection (2) of section 130;

“subsidiary” means a subsidiary as defined by section 155;

“Table A” means Table A in the First Schedule;

“Tábla A” means Tábla A in the First Schedule;

“the time of the opening of the subscription lists” has the meaning assigned to it by subsection (1) of section 56;

“undischarged bankrupt” includes—

(a) a bankrupt who has not obtained the certificate of conformity mentioned in section 56 of the Bankruptcy (Ireland) Amendment Act, 1872;

(b) a person who has been adjudged bankrupt in Northern Ireland and who has not obtained the certificate of conformity mentioned in section 56 of the Bankruptcy (Ireland) Amendment Act, 1872;

(c) a person who is an undischarged bankrupt under the law of England or Scotland;

but does not include a person whose bankruptcy has been annulled;

“unlimited company” has the meaning assigned to it by subsection (2) of section 5.

(2) A person shall not be deemed to be, within the meaning of any provision of this Act, a person in accordance with whose directions or instructions the directors of a company are accustomed to act, by reason only that the directors of a company act on advice given by him in a professional capacity.

(3) References in this Act to a body corporate or to a corporation shall be construed as not including a corporation sole, but as including a company incorporated outside the State.

(4) Any provision of this Act overriding or interpreting a company's articles shall, except as provided by this Act, apply in relation to articles in force on the operative date as well as to articles coming into force thereafter, and shall apply also in relation to a company's memorandum as it applies in relation to its articles.

(5) References in this Act to any enactment shall, unless the context otherwise requires, be construed as references to that enactment as amended or extended by any subsequent enactment including this Act.

(6) In this Act, a reference to a Part, section or schedule is to a Part, section or schedule of this Act, unless it is indicated that reference to some other enactment is intended.

(7) In this Act, a reference to a subsection, paragraph, subparagraph or other division is to the subsection, paragraph, subparagraph or other division of the provision in which the reference occurs, unless it is indicated that reference to some other provision is intended.