Economic and Monetary Union Act, 1998
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Transitional provisions relating to section 24 . |
25.—(1) This section shall apply— | |
(a) to every company having a share capital, and | ||
(b) notwithstanding anything to the contrary contained in the Companies Acts, 1963 to 1990, or in the memorandum or articles of association of a company to which this section applies. | ||
(2) Where the whole or part of the total authorised share capital of a company, the total issued share capital or to be issued share capital of a company including any class of the foregoing (where any separate classes exist) is, in its memorandum or articles of association, expressed in Irish pounds or in the currency of another participating Member State immediately before the 1st day of January, 1999, such share capital, class or part thereof may be redenominated into the euro unit in accordance with subsection (3). | ||
(3) (a) Subject to subsection (5) and paragraph (b), the shareholders of a company may by ordinary resolution— | ||
(i) passed at a general meeting, or | ||
(ii) if the articles of association of the company so permit, in writing signed by all the members of the company for the time being entitled to attend and vote on such resolution in accordance with section 141 (8) of the Companies Act, 1963 , | ||
determine that the whole or part of the total authorised share capital of a company, the total issued share capital or to be issued share capital of a company including any class of the foregoing shall be redenominated into the euro unit at the conversion rate and converted in accordance with Article 4, and rounded in accordance with Article 5, of Council Regulation (EC) No 1103/97 of 17 June 1997 on certain provisions relating to the introduction of the euro. | ||
(b) The redenominated nominal share par value shall be calculated by dividing the total redenominated amount determined in accordance with paragraph (a) by the total number of shares authorised, issued or to be issued, or in the relevant class, as appropriate, so that the nominal value is expressed in unrounded euro amounts. | ||
(4) A reduction in the nominal value of issued share capital under this section shall be deemed not to be a reduction of share capital within the meaning of the Companies Acts, 1963 to 1990. | ||
(5) Any redenomination pursuant to a shareholders’ resolution under subsection (3) shall not in any way change the rights, privileges or advantages that were held by, or obligations, restrictions or limitations imposed on, shareholders prior to the passing of the resolution in relation to dividends, voting at meetings or other matters. | ||
(6) A company shall send a printed copy of any resolution under subsection (3) to the Registrar of Companies within 15 days of its passing and the Registrar shall duly record every such resolution. | ||
(7) (a) Where a company fails to send a printed copy of any resolution under subsection (3) to the Registrar of Companies in accordance with subsection (6), it shall be guilty of an offence and be liable, on summary conviction, to a fine not exceeding £250. | ||
(b) Where an offence under this subsection is committed by a body corporate and is proved to have been so committed with the consent, connivance or approval of or to be attributable to any neglect on the part of a person being a director, secretary or other officer of the body corporate, or any other person who was acting or purporting to act in any such capacity, that person as well as the body corporate shall be guilty of an offence and be liable to be proceeded against and punished as if he or she were guilty of the first-mentioned offence. | ||
(8) This section, other than subsections (6), (7) and this subsection, shall cease to have effect from the 1st day of January, 2002. |