Companies (Amendment) (No. 2) Act, 1999

• Permanent Page URL

Amendment of sections 20 and 21 of Companies Act, 1990.

53.—(1) Section 20 of the Companies Act, 1990 , is hereby amended by the substitution in subsection (3) for “any such criminal proceedings as are mentioned in section 21(1)(a) or (1)(b)” of “any proceedings for an offence mentioned in section 21(1)(a)”.

(2) Section 21 of the Companies Act, 1990 , is hereby amended by the substitution for subsection (1) of the following subsection:

“(1) No information, book or document relating to a body which has been obtained under section 19 or 20 shall, without the previous consent in writing of that body, be published or disclosed, except to a competent authority, unless the publication or disclosure is, in the opinion of the Minister, required—

(a) with a view to the investigation or prosecution of any offence, being an offence—

(i) under

(I) the Companies Acts;

(II) the Central Bank Acts, 1942 to 1998;

(III) the Exchange Control Acts, 1954 to 1986;

(IV) the Insurance Acts, 1909 to 1990;

(V) the Taxes Consolidation Act, 1997 ; or

(VI) regulations relating to insurance made under the European Communities Act, 1972 ;

or

(ii) entailing misconduct in connection with the management of the body's affairs or misapplication or wrongful retainer of its property;

(b) for the purpose of assessing the liability of a person in respect of a tax or duty or other payment owed or payable to the State, a local authority (within the meaning of the Local Government Act, 1941 ) or a health board or for the purpose of collecting an amount due in respect of such a tax or duty or other payment;

(c) for the purpose of the performance by a tribunal (to which the Tribunals of Inquiry (Evidence) Acts, 1921 to 1998, apply) of any of its functions;

(d) for the purpose of assisting or facilitating the performance by any Minister of the Government of any of his functions;

(e) for the purpose of assisting or facilitating any accountancy or other professional organisation in the performance of its disciplinary functions with respect to any of its members;

(f) for the purpose of the performance by the Irish Takeover Panel or any stock exchange established in the State of any of its functions in relation to the body or any other person who, in its opinion, is connected with the body;

(g) for the purposes 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 14 or any person required by the Minister to give any information under section 15, or

(ii) any body in relation to which a person has been authorised under section 19 to exercise the powers conferred by that section or any person named in a report prepared by a person so authorised;

(h) 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 appointed thereunder by the court or the Minister;

(i) with a view to the institution by the Minister of proceedings for the winding-up under the Principal Act of the body or otherwise for the purposes of proceedings instituted by him for that purpose;

(j) for the purposes of proceedings under section 20 or 160.”.

(3) Section 21 (3) of the Companies Act, 1990 , is hereby amended—

(a) by the deletion in paragraph (g) of “and”, and

(b) by the substitution for paragraph (h) of the following paragraphs:

“(h) the Central Bank, and

(i) 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 paragraph (a) of subsection (1),

(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 or of collecting an amount due in respect of such a tax or duty or other payment, or

(iii) functions which are similar to the functions referred to in paragraph (c), (d), (e) or (f) of subsection (1).”.

(4) The amendments effected by this section shall apply in relation to the publication or disclosure, after its commencement, of information, books or documents which have been obtained under section 19 or 20 of the Companies Act, 1990 , whether before or after that commencement.